Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent under this Credit Agreement and the other Credit Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Credit Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 10.5 and the first sentence of Section 10.6 hereof shall include its Affiliates and its own and its Affiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lender; (b) shall not be responsible to the Lenders for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Document, or any other document referred to or provided for therein or for any failure by any Credit Party or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party or any of its Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Document; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Document, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.
Appears in 3 contracts
Samples: Credit Agreement (Modtech Holdings Inc), Credit Agreement (Tractor Supply Co /De/), Credit Agreement (Unifi Inc)
Appointment, Powers and Immunities. Each of WFF and CPC is hereby appointed as Administrative Agent hereunder and under each of the other Loan Documents. Each Lender hereby irrevocably appoints and authorizes the each Administrative Agent jointly and severally, to act as its agent under this Credit Agreement and the other Credit Loan Documents with such powers and discretion as are specifically delegated to the Administrative Agent Agents by the terms of this Credit Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The Each Administrative Agent (which term as used in this sentence and in Section 10.5 19.5 and the first sentence of Section 10.6 hereof 19.6 shall include its Affiliates and its own and its Affiliates' ’ officers, directors, employees, representatives, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lender; (b) shall not be responsible to the Lenders for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Loan Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Loan Document, or any other document referred to or provided for therein or for any failure by any Credit Party Covered Person or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party Covered Person or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party Covered Person or any of its Subsidiaries or Affiliates; (d) unless directed in writing by Required Lenders, shall not be required to initiate or conduct any litigation or collection proceedings under any Credit DocumentLoan Document (other than normal collection procedures from the Lockboxes); and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Loan Document, except for its own gross negligence or willful misconduct. The Each Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.
Appears in 3 contracts
Samples: Credit Agreement (Gtsi Corp), Credit Agreement (Gtsi Corp), Credit Agreement (Gtsi Corp)
Appointment, Powers and Immunities. (a) Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent under this Credit Agreement and the other Credit Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Credit Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 10.5 and the first sentence of Section 10.6 hereof shall include its Affiliates and its own and its Affiliates' officers, directors, employees, and agents): (ai) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lender; (bii) shall not be responsible to the Lenders for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Document, or any other document referred to or provided for therein or for any failure by any Credit Party or any other Person to perform any of its obligations thereunder; (ciii) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party or the satisfaction of any condition or to inspect the property Property (including the books and records) of any Credit Party or any of its Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Document; and (eiv) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Document, except for its own gross negligence negligence, bad faith or willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.. 106
Appears in 2 contracts
Samples: Credit Agreement (Mg Waldbaum Co), Credit Agreement (Mg Waldbaum Co)
Appointment, Powers and Immunities. Each Lender hereby ----------------------------------- irrevocably appoints and authorizes the Administrative Agent NationsBank to act as its agent under this Credit Agreement and the other Credit Loan Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Credit Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 10.5 14.5 and the first sentence of Section 10.6 14.6 hereof ------------ ------------ shall include its Affiliates (including NationsBanc Xxxxxxxxxx Securities LLC) and its own and its Affiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement the Loan Documents and shall not be a trustee or fiduciary for any Lender; (b) shall not be responsible to the Lenders for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Loan Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Loan Document, or any other document referred to or provided for therein or for any failure by any Credit Loan Party or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Loan Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Loan Party or any of its Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Loan Document; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Loan Document, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-in-in- fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.
Appears in 2 contracts
Samples: Credit Agreement (Imperial Financial Group Inc), Credit Agreement (Imperial Financial Group Inc)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its administrative agent under this Credit Agreement and the other Credit Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Credit Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 10.5 9.5 and the first sentence two sentences of Section 10.6 9.6 hereof shall include its Affiliates and its own and its Affiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Agreement and the other Credit Agreement Documents and shall not be a trustee or fiduciary for any LenderLender or other Secured Party; (b) shall not be responsible to the Lenders Secured Parties for any recital, statement, representation, representation or warranty (whether written or oral) made in or in connection with any Credit Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Document, or for the value, validity, effectiveness, genuineness, enforceability, enforceability or sufficiency of any Credit Document, or any other document referred to or provided for therein or for any failure by any Credit Party or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, into or verify the performance or observance of any covenants or agreements by any Credit Party or the satisfaction of any condition or the use of the proceeds of the Loans or the existence or possible existence of any Default or Event of Default or to inspect the property (including the books and records) of any Credit Party or any of its Subsidiaries or Affiliates; (d) unless pursuant to the specific written request of the Required Lenders, shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Document; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Document, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. Without limiting the generality of the foregoing, the Agent is hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and the rights of the Lenders with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the Collateral Documents. The provisions of this Section 9 are solely for the benefit of the Agent and the Lenders and none of the Credit Parties shall have any rights as a third party beneficiary of the provisions hereof. In performing its functions and duties under this Agreement and the other Credit Documents, the Agent shall act solely as agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for any Credit Party or any of their respective Affiliates.
Appears in 2 contracts
Samples: Credit Agreement (Kendle International Inc), Credit Agreement (Kendle International Inc)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent and the Collateral Agent to act as its agent under this Credit Agreement and the other Credit Documents with such powers and discretion as are specifically delegated to the Administrative Agent and/or the Collateral Agent by the terms of this Credit Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent and the Collateral Agent (which term terms as used in this sentence and in Section 10.5 8.5 and the first sentence of Section 10.6 hereof 8.6 shall include its each of their respective Affiliates and its their own and its each of their respective Affiliates' ’ officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lender; (b) shall not be responsible to the Lenders for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Document, or any other document referred to or provided for therein or for any failure by any Credit Party or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party or the satisfaction of any condition or to inspect the property Property (including the books and records) of any Credit Party or any of its Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit DocumentDocument unless requested by the Majority Lenders in writing and it receives indemnification satisfactory to it from the Lenders; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Document, except for its own gross negligence or willful misconduct. The Administrative Agent and the Collateral Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it the Administrative Agent or the Collateral Agent, as applicable, with reasonable care.
Appears in 2 contracts
Samples: Credit Agreement (Hi-Crush Partners LP), Credit Agreement (Hi-Crush Partners LP)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent under this Credit Agreement and the other Credit Loan Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Credit Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 10.5 SECTION 11.5 and the first sentence of Section 10.6 SECTION 11.6 hereof shall include its Affiliates and its own and its Affiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lender; (b) shall not be responsible to the Lenders for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Loan Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Loan Document, or any other document referred to or provided for therein or for any failure by any Credit Party party hereto or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party the parties hereto or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party Borrower or any of its Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Loan Document; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Loan Document, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.
Appears in 2 contracts
Samples: Credit Agreement (Allied Capital Corp), Credit Agreement (Allied Capital Corp)
Appointment, Powers and Immunities. Each Lender Secured Party hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent under this Credit Agreement and the other Credit Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Credit Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 10.5 8.5 and the first sentence of Section 10.6 hereof 8.6 shall include its Affiliates and its own and its Affiliates' ’ officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any LenderSecured Party; (b) shall not be responsible to the Lenders Secured Parties for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Document, or any other document referred to or provided for therein or for any failure by any Credit Party or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party or the satisfaction of any condition or to inspect the property Property (including the books and records) of any Credit Party or any of its Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit DocumentDocument unless requested by the Majority Lenders in writing and it receives indemnification satisfactory to it from the Secured Parties; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Document, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it the Administrative Agent with reasonable care.
Appears in 2 contracts
Samples: Credit Agreement (Pioneer Drilling Co), Credit Agreement (Pioneer Drilling Co)
Appointment, Powers and Immunities. DFS is hereby appointed Administrative Agent hereunder and under each of the other Loan Documents. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent under this Credit Agreement and the other Credit Loan Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Credit Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 10.5 and the first sentence of Section 10.6 hereof shall include its Affiliates and its own and its Affiliates' officers, directors, employees, representatives, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lender; (b) shall not be responsible to the Lenders for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Loan Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Loan Document, or any other document referred to or provided for therein or for any failure by any Credit Party or any other Person Borrower to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party Borrower or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party Borrower or any of its Subsidiaries or Affiliatesaffiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Loan Document; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Loan Document, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.
Appears in 1 contract
Samples: Loan and Security Agreement (Western Power & Equipment Corp)
Appointment, Powers and Immunities. Each Lender Bank hereby ----------------------------------- irrevocably appoints and authorizes the Administrative each Agent to act as its agent under this Credit Agreement and the other Credit Documents Loan Papers with such powers and discretion as are specifically delegated to the Administrative each such Agent by the terms of this Credit Agreement and the other Credit DocumentsLoan Papers, together with such other powers as are reasonably incidental thereto. The Administrative No Agent (which term as used in this sentence and in Section 10.5 14.5 and ------------ the first sentence of Section 10.6 14.6 hereof shall include its their Affiliates and its ------------ their own and its their Affiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and the other Loan Papers and no Agent shall not be a trustee or fiduciary for any LenderBank; (b) shall not be responsible to the Lenders Banks for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Document Loan Paper or any certificate or other document referred to or provided for in, or received by any of them under, any Credit DocumentLoan Paper, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit DocumentLoan Paper, or any other document referred to or provided for therein or for any failure by any Credit Party or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party or any of its their Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit DocumentLoan Paper; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit DocumentLoan Paper, except for its own gross negligence or willful misconduct. The Administrative Each Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it any such Agent with reasonable care.
Appears in 1 contract
Appointment, Powers and Immunities. LaSalle is hereby appointed Administrative Agent hereunder and under each of the other Loan Documents. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent under this Credit Agreement and the other Credit Loan Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Credit Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 10.5 18.5 and the first sentence of Section 10.6 18.6 hereof shall include its Affiliates affiliates and its own and its Affiliatesaffiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lender; (b) shall not be responsible to the Lenders for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Loan Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Loan Document, or any other document referred to or provided for therein or for any failure by any Credit Party Covered Person or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party Covered Person or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party Covered Person or any of its Subsidiaries or Affiliatesaffiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Loan Document; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Loan Document, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. Each Lender hereby authorizes LaSalle, in its capacity as Administrative Agent hereunder, to execute the Intercreditor Agreement in connection with the issuance by Borrower of Parity Debt. Notwithstanding the foregoing, the Administrative Agent shall not be obligated to execute the Intercreditor Agreement or any other document or instrument related to the Parity Debt on behalf of the other Lenders.
Appears in 1 contract
Samples: Loan Agreement (Talx Corp)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent under this Credit Agreement and the other Credit Loan Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Credit Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Except as expressly set forth in this Agreement, the Agent (which term as used in this sentence and in Section 10.5 12.5 hereof and the first sentence of Section 10.6 12.6 hereof shall include its Affiliates affiliates and its own and its Affiliatesaffiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lender; (b) shall not be responsible to the Lenders for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Loan Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Loan Document, or any other document referred to or provided for therein or for any failure by any Credit Loan Party or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Loan Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Loan Party or any of its Subsidiaries or Affiliatesaffiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Loan Document; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Loan Document, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. Each Lender hereby irrevocably designates and appoints NationsBank as the Agent for the Lenders under this Agreement, and each of the Lenders hereby irrevocably authorizes NationsBank as the Agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers as are expressly delegated to the Agent by the terms of this Agreement and such other Loan Documents, together with such other powers as are reasonably incidental thereto. The Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any of the Lenders, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Agent.
Appears in 1 contract
Appointment, Powers and Immunities. (a) Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent under this Credit Agreement and the other Credit Loan Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Credit Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 10.5 and the first sentence of Section 10.6 hereof shall include its Affiliates and its own and its Affiliates' officers, directors, employees, and agents): (ai) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lender; , (bii) shall not be responsible to the Lenders for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Loan Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Loan Document, or any other 92 document referred to or provided for therein or for any failure by any Credit Loan Party or any other Person to perform any of its obligations thereunder; , (ciii) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Loan Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Loan Party or any of its Subsidiaries or Affiliates; , (div) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Document; Loan Document except pursuant to the request of the Required Lenders (but subject to Sections 10.2 and 10.3), and (ev) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Loan Document, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.
Appears in 1 contract
Samples: Credit Agreement (Juno Lighting Inc)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent under this Credit Agreement and the other Credit Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Credit Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 10.5 and the first sentence of Section 10.6 hereof shall include its Affiliates and its own and its Affiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lender; (b) shall not be responsible to the Lenders for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Document, or any other document referred to or provided for therein or for any failure by any Credit Party or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party or any of its Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Document, unless directed by the Required Lenders; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Document, except for its own gross negligence or negligence, willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.or
Appears in 1 contract
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent Administrative Agent under this Credit Agreement and the other Credit Loan Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Credit Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 10.5 and the first sentence of Section 10.6 hereof shall include its Affiliates affiliates and its own and its Affiliatesaffiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lender; (b) shall not be responsible to the Lenders for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Loan Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Loan Document, or any other document referred to or provided for therein or for any failure by any Credit Party or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party Person or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party or any of its Subsidiaries or AffiliatesPerson; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Loan Document; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Loan Document, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The Joint Lead Arrangers, the Documentation Agent and Syndication Agent, in such respective capacities, shall have no responsibilities, and shall incur no liabilities under this Agreement.
Appears in 1 contract
Samples: Credit Agreement (Healthsouth Corp)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent Administrative Agent under this Credit Agreement and the other Credit Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Credit Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 10.5 and the first sentence of Section 10.6 hereof shall include its Affiliates and its own and its Affiliates' officers, directors, employees, and agentsAdministrative Agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lender; (b) shall not be responsible to the Lenders for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Document, or any other document referred to or provided for therein or for any failure by any Credit Party or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party or any of its Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Document; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Document, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-attorneys- in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.
Appears in 1 contract
Samples: Credit Agreement (Highwoods Realty LTD Partnership)
Appointment, Powers and Immunities. Each Lender Bank hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under this Credit Agreement and the other Credit Documents with such powers and discretion as are specifically expressly delegated to the Administrative Agent by the terms of this Credit Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 10.5 and the first sentence of Section 10.6 hereof shall include its Affiliates and its own and its Affiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Agreement or in any other Credit Agreement and Document, be a trustee for any Bank or have any fiduciary duty to any Bank. Notwithstanding anything to the contrary contained herein, Agent shall not be a trustee required to take any action which is contrary to this Agreement or fiduciary for any Lender; (b) other Credit Document or applicable law. Neither Agent nor any Bank shall not be responsible to the Lenders Agent or any other Bank for any recitalrecitals, statementstatements, representation, representations or warranty (whether written or oral) warranties made by Borrower contained in this Agreement or in connection with any Credit Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Document, or for the value, validity, effectiveness, genuineness, enforceability, enforceability or sufficiency of any Credit Documentthis Agreement, or any other document referred to or provided for therein Credit Document or for any failure by any Credit Party or any other Person Borrower to perform any of its obligations hereunder or thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party or any of its Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Document; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Document, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible to any Bank for the negligence or misconduct of any such agents or attorneys-in-fact selected by it them with reasonable care. None of Agent or its directors, officers, employees or agents shall be responsible to any Bank for any action taken or omitted to be taken by it or them hereunder or under any other Credit Document or in connection herewith or therewith, except for its or their own gross negligence or willful misconduct. Except as otherwise provided under this Agreement, Agent shall take such action with respect to the Credit Documents as shall be directed by the Majority Banks. Agent shall promptly furnish to each Bank copies of all material documents, reports, certificates, financial statements and notices furnished to Agent by Borrower; provided, however, that Agent shall not be liable to any Bank for its failure to provide copies of such material documents, reports, certificates, financial statements and notices unless such failure constitutes gross negligence or willful misconduct by Agent.
Appears in 1 contract
Samples: Credit Agreement (Quantum Corp /De/)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent under this Credit Agreement and the other Credit Financing Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Credit Agreement and the other Credit Financing Documents, together with such other powers as are reasonably incidental theretoto such powers. The Administrative Agent (which term as used in this sentence and in Section 10.5 10.05 and the first sentence of Section 10.6 hereof 10.06 shall include reference to its Affiliates affiliates and its own and its Affiliates' affiliates’ officers, directors, employees, representatives and agents): (a) shall not have any no duties or responsibilities except those expressly set forth in this Credit Agreement the Financing Documents, and shall not by reason of any Financing Document be a trustee or fiduciary for any Lender; (b) shall not be responsible to the Lenders for any recitalrecitals, statementstatements, representationrepresentations or warranties contained in any Financing Document, or warranty (whether written or oral) made in or in connection with any Credit Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Financing Document, or for the value, validity, effectiveness, genuineness, enforceability, enforceability or sufficiency of any Credit Document, Financing Document or any other document referred to or provided for therein in any Financing Document or for any failure by any Credit Party the Borrower or any other Person to perform any of its obligations thereunderunder any Financing Document; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party or any of its Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Document; Financing Document and (ed) shall not be responsible for any action taken or omitted to be taken by it under any Financing Document or under any other document or instrument referred to or provided for in any Financing Document or in connection with any Credit Financing Document, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact reasonably selected by it in good faith. The Administrative Agent may deem and treat the payee of any Note as the holder of such Note for all purposes of the Financing Documents unless and until a notice of the assignment or transfer of such Note shall have been filed with reasonable carethe Administrative Agent, together with the consent of the Borrower to such assignment or transfer (to the extent provided in Section 11.06(b)).
Appears in 1 contract
Appointment, Powers and Immunities. LaSalle is hereby appointed Administrative Agent hereunder and under each of the other Loan Documents. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent under this Credit Agreement and the other Credit Loan Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Credit Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 10.5 16.5 and the first sentence of Section 10.6 16.6 hereof shall include its Affiliates and its own and its Affiliates' ’ officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lender; (b) shall not be responsible to the Lenders for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Loan Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Loan Document, or any other document referred to or provided for therein or for any failure by any Credit Party Covered Person or any other Person to perform any of its obligations thereunderthereunder or the validity; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party Covered Person or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party Covered Person or any of its Subsidiaries or Affiliatesaffiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Loan Document; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Loan Document, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.
Appears in 1 contract
Appointment, Powers and Immunities. Each Lender The Lenders hereby irrevocably appoints designate and authorizes the appoint Bank of America, N.A., as Administrative Agent and as Collateral Agent for the Lenders to act as its agent specified herein, and authorize the Agents to take such action on their behalf under this the provisions of the Credit Agreement and the other Credit Documents with and to exercise such powers and discretion perform such duties as are specifically expressly delegated to the Administrative Agent by the terms hereof and of this Credit Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. Each Lender further authorizes and directs the Agents to execute and deliver releases (or similar agreements) to give effect to the provisions of this Credit Agreement and the other Credit Documents, including specifically, without limitation, the provisions of Section 8.5 hereof. The Administrative Agent Agents (which term as used in this sentence and in Section 10.5 and the first sentence of Section 10.6 hereof shall include its their Affiliates and its their own and its their Affiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lender; (b) shall not be responsible to the Lenders for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Document, or any other document referred to or provided for therein or for any failure by any Credit Party or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party or any of its Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Document; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Document, except for its own gross negligence or willful misconduct. The Administrative Each Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.
Appears in 1 contract
Samples: Credit Agreement (Take Two Interactive Software Inc)
Appointment, Powers and Immunities. Each Lender hereby irrevocably ----------------------------------- appoints and authorizes the Administrative Agent to act as its agent under this Credit Agreement and the other Credit Loan Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Credit Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 10.5 12.5 and the first ------------ sentence of Section 10.6 12.6 hereof shall include its Affiliates affiliates and its own and its Affiliates------------ affiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lender; (b) shall not be responsible to the Lenders for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Loan Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Loan Document, or any other document referred to or provided for therein or for any failure by any Credit Loan Party or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Loan Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Loan Party or any of its Subsidiaries or Affiliatesaffiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Loan Document; and (e) shall not be responsible to any Lender for any action taken or omitted to be taken by it under or in connection with any Credit Loan Document, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. Each Lender hereby irrevocably designates and appoints NationsBank as the Agent for the Lenders under this Agreement, and each of the Lenders hereby irrevocably authorizes NationsBank as the Agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers as are expressly delegated to the Agent by the terms of this Agreement and such other Loan Documents, together with such other powers as are reasonably incidental thereto. The Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any of the Lenders, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Agent.
Appears in 1 contract
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder, under this Credit Agreement the Security Documents and the other Credit Loan Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Credit Agreement Agreement, the Security Documents and the other Credit Documents, Loan Documents together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 10.5 and the first sentence of Section 10.6 hereof shall include its Affiliates and its own and its Affiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement Agreement, the Security Documents and the other Loan Documents and shall not be a trustee or fiduciary for any Lender; (b) , nor is the Administrative Agent acting in a fiduciary capacity of any kind under this Agreement, the Security Documents or the other Loan Documents or in respect thereof or in respect of any Lender. The Administrative Agent shall not be responsible to the Lenders for any recitalrecitals, statementstatements, representationrepresentations or warranties contained in this Agreement, the Security Documents, or warranty (whether written or oral) made the other Loan Documents, in or in connection with any Credit Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Documentthis Agreement, the Security Documents or the other Loan Documents, or for the value, validity, effectiveness, genuineness, enforceability, enforceability or sufficiency of any Credit Documentthis Agreement, the Security Documents or the other Loan Documents or any other document referred to or provided for herein or therein or for the collectibility of the Loans or for the validity, effectiveness or value of any interest or security covered by the Security Documents or for the value of any collateral or for the validity or effectiveness of any assignment, mortgage, pledge, security agreement, financing statement, document or instrument, or for the filing, recording, re-filing, continuing or re-recording of any thereof or for any failure by any Credit Party the Company, or any other Person of their respective Subsidiaries to perform any of its obligations thereunder; (c) hereunder or under the other Loan Documents. The Administrative Agent may take all actions by itself and/or it may employ agents and attorneys-in-fact, and shall not be responsible responsible, except as to money or the securities received by it or its authorized agents, for the negligence or have any duty to ascertain, inquire into, misconduct of itself or verify the performance its employees or observance of any covenants such agents or agreements attorneys-in-fact, if such agents or attorneys-in-fact are selected by any Credit Party or it with reasonable care. Neither the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party or Administrative Agent nor any of its Subsidiaries directors, officers, employees or Affiliates; (d) agents shall not be required to initiate liable or conduct any litigation or collection proceedings under any Credit Document; and (e) shall not be responsible for any action taken or omitted to be taken by it or them hereunder, under the Security Documents or the other Loan Documents or in connection with any Credit Documentherewith or therewith, except for its or their own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.
Appears in 1 contract
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent Administrative Agent under this Credit Agreement and the other Credit Loan Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Credit Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The Neither the Administrative Agent nor the Fronting Bank (which term terms as used in this sentence and in Section 10.5 11.05 and the first sentence of Section 10.6 11.06 hereof shall include its each of their Affiliates and its their own and its their Affiliates' officers, directors, employees, and agentsAdministrative Agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lender; (b) shall not be responsible to the Lenders for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Loan Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Loan Document, or any other document referred to or provided for therein or for any failure by any Credit Party the Borrower, a Guarantor or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by the Borrower, a Guarantor or any Credit Party other Person or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party the Borrower or any of its Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Loan Document; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Loan Document, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents Administrative Agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents Administrative Agents or attorneys-in-fact selected by it with reasonable care.
Appears in 1 contract
Samples: Credit Agreement (Pentacon Inc)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent Bank of America to act as its agent under this Credit Agreement and the other Credit Loan Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Credit Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 10.5 SECTION 13.5 and the first sentence of Section 10.6 hereof SECTION 13.6 shall include its Affiliates (including Banc of America Securities LLC) and its own and its Affiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement the Loan Documents and shall not be a trustee or fiduciary for any Lender; (b) shall not be responsible to the Lenders for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Loan Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Loan Document, or any other document referred to or provided for therein or for any failure by any Credit Loan Party or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Loan Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Loan Party or any of its Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Loan Document; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Loan Document, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.
Appears in 1 contract
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its administrative agent under this Credit Amended Agreement and the other Credit Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Credit Amended Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 10.5 9.5 and the first sentence two sentences of Section 10.6 9.6 hereof shall include its Affiliates and its own and its Affiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Amended Agreement and the other Credit Agreement Documents and shall not be a trustee or fiduciary for any LenderLender or other Secured Party; (b) shall not be responsible to the Lenders Secured Parties for any recital, statement, representation, representation or warranty (whether written or oral) made in or in connection with any Credit Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Document, or for the value, validity, effectiveness, genuineness, enforceability, enforceability or sufficiency of any Credit Document, or any other document referred to or provided for therein or for any failure by any Credit Party or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, into or verify the performance or observance of any covenants or agreements by any Credit Party or the satisfaction of any condition or the use of the proceeds of the Loans or the use of the Letters of Credit or the existence or possible existence of any Default or Event of Default or to inspect the property (including the books and records) of any Credit Party or any of its Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Document; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Document, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the 84 negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. Without limiting the generality of the foregoing, the Agent is hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and the rights of the Lenders with respect thereto, as contemplated by and in accordance with the provisions of this Amended Agreement and the Collateral Documents. The provisions of this Section 9 are solely for the benefit of the Agent and the Lenders and none of the Credit Parties shall have any rights as a third party beneficiary of the provisions hereof. In performing its functions and duties under this Amended Agreement and the other Credit Documents, the Agent shall act solely as agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for any Credit Party or any of their respective Affiliates.
Appears in 1 contract
Appointment, Powers and Immunities. Each Lender Bank hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent under this Credit Agreement and the other Credit Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Credit Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. Each Bank further authorizes and directs the Administrative Agent to execute and deliver releases (or similar agreements) to give effect to the provisions of this Credit Agreement and the other Credit Documents, including specifically, without limitation, the provisions of Section 8.5. The Administrative Agent (which term as used in this sentence and in Section 10.5 and the first sentence of Section 10.6 hereof shall include its Affiliates affiliates and its own and its Affiliatesaffiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any LenderBank; (b) shall not be responsible to the Lenders Banks for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Document, or any other document referred to or provided for therein or for any failure by any Credit Party or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party or any of its Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Document; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Document, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-in-in- fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The titles of Syndication Agent, Managing Agent and Co-Agent are bestowed in recognition of the participation in this credit by the Syndication Agent, Managing Agent and Co-Agent, and such title shall not impose or imply any duties or responsibilities whatsoever of the Syndication Agent, Managing Agent or Co- Agent, in their respective capacity as such, to the Borrower, the Guarantors, the Administrative Agent or the Banks.
Appears in 1 contract
Appointment, Powers and Immunities. Each Lender Secured Party hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent under this Credit Agreement and with respect to the other Credit Documents Collateral, with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Credit Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 10.5 and the first sentence of Section 10.6 hereof shall include its Affiliates and its own and its Affiliates' officers, directors, employees, and agents): (a) shall not have any no duties or responsibilities or authority except those expressly set forth in this Credit Agreement and shall not be a trustee for the Secured Parties or otherwise owe a fiduciary for any Lender; (b) duty to the other Secured Parties. The Agent shall not be responsible to the Lenders Secured Parties for any recitalrecitals, statementstatements, representationrepresentations or warranties contained in this Agreement, or warranty (whether written or oral) made in or in connection with any Credit Document the Notes, or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Document, this Agreement or for the value, validity, effectiveness, genuineness, enforceability, enforceability or sufficiency of any Credit Document, this Agreement or any other document referred to or provided for therein herein or for the collectibility of the Loans or for the validity or effectiveness of any assignment, mortgage, pledge, security agreement, financing statement, document or instrument, or for the filing, recording, re-filing, continuing or re-recording of any document or for any failure by any Credit Party or any other Person Debtor to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertainagreements, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party or any of its Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Document; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Documentobligations hereunder. Agent may, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible answerable, except as to money or securities received by it or its authorized agents in exchange for Collateral, for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. Neither Agent nor any of its directors, officers, employees or agents shall be responsible to Secured Parties for any action taken or omitted to be taken by it or them hereunder in connection herewith or therewith, except for its or their own gross negligence or willful misconduct.
Appears in 1 contract
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent under this Credit Agreement and the other Credit Basic Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Credit Agreement and the other Credit Basic Documents, together with such other powers as are reasonably incidental theretoto such powers. The Administrative Agent (which term as used in this sentence and in Section 10.5 11.05 and the first sentence of Section 10.6 hereof 11.06 shall include reference to its Affiliates affiliates and its own and its Affiliatesaffiliates' officers, directors, employees, employees and agents): (a) shall not have any no duties or responsibilities except those expressly set forth in this Credit Agreement the Basic Documents, and shall not by reason of any Basic Document be a trustee or fiduciary for any Lender; (b) shall not be responsible to the Lenders for any recitalrecitals, statementstatements, representationrepresentations or warranties contained in any Basic Document, or warranty (whether written or oral) made in or in connection with any Credit Document or any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any Credit other Basic Document, or for the value, validity, effectiveness, genuineness, enforceability, enforceability or sufficiency of this Agreement, any Credit Document, Note or any other Basic Document or any other document referred to or provided for therein in any Basic Document or for any failure by any Credit Party the Company or any other Person to perform any of its obligations thereunderunder any Basic Document; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party or any of its Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Basic Document; and (ed) shall not be responsible for any action taken or omitted to be taken by it under any Basic Document or under any other document or instrument referred to or provided for in any Basic Document or in connection with any Credit Basic Document, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. The Administrative Agent may deem and treat the payee of any Note as the holder of such Note for all purposes of the Basic Documents unless and until a notice of the assignment or transfer of such Note shall have been filed with reasonable carethe Administrative Agent, together with the consent of the Company to such assignment or transfer (to the extent provided in Section 11.06(b)).
Appears in 1 contract
Appointment, Powers and Immunities. Each Lender Bank hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent under this Credit Agreement and the other Credit Documents Loan Papers with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Credit Agreement and the other Credit DocumentsLoan Papers, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 10.5 13.5 and the first sentence of Section 10.6 13.6 hereof shall include its Affiliates and its own and its Affiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any LenderBank; (b) shall not be responsible to the Lenders Banks for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Document Loan Paper or any certificate or other document referred to or provided for in, or received by any of them under, any Credit DocumentLoan Paper, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit DocumentLoan Paper, or any other document referred to or provided for therein or for any failure by Borrower, any Credit Party Subsidiary of Borrower or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by Borrower or any Credit Party of its Subsidiaries or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party or Borrower, any of its Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit DocumentLoan Paper; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit DocumentLoan Paper, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.
Appears in 1 contract
Appointment, Powers and Immunities. Each Lender hereby ---------------------------------- irrevocably appoints and authorizes the Administrative Agent to act as its agent Administrative Agent under this Credit Agreement and the other Credit Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Credit Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 10.5 and the first sentence of Section 10.6 hereof shall include its Affiliates and its own and its Affiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lender; (b) shall not be responsible to the Lenders for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Document, or any other document referred to or provided for therein or for any failure by any Credit Party or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party or any of its Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Document; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Document, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.
Appears in 1 contract
Samples: Revolving Credit Agreement (Wells Real Estate Investment Trust Inc)
Appointment, Powers and Immunities. (a) Each Lender Secured Party (other than the Administrative Agent) hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent under this Credit Agreement and the other Credit Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Credit Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 10.5 and the first sentence of Section 10.6 hereof shall include its Affiliates and its own and its Affiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lenderother Secured Party; (b) shall not be responsible to the Lenders other Secured Parties for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Document, or any other document referred to or provided for therein or for any failure by any Credit Party or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party or the satisfaction of any condition or to inspect the 108 property (including the books and records) of any Credit Party or any of its Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Document; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Document, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.
Appears in 1 contract
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its administrative agent under this Credit Agreement and the other Credit Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Credit Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 10.5 9.5 and the first sentence two sentences of Section 10.6 9.6 hereof shall include its Affiliates and its own and its Affiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Agreement and the other Credit Agreement Documents and shall not be a trustee or fiduciary for any LenderLender or other Secured Party; (b) shall not be responsible to the Lenders Secured Parties for any recital, statement, representation, representation or warranty (whether written or oral) made in or in connection with any Credit Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Document, or for the value, validity, effectiveness, genuineness, enforceability, enforceability or sufficiency of any Credit Document, or any other document referred to or provided for therein or for any failure by any Credit Party or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, into or verify the performance or observance of any covenants or agreements by any Credit Party or the satisfaction of any condition or the use of the proceeds of the Loans or the use of the Letters of Credit or the existence or possible existence of any Default or Event of Default or to inspect the property (including the books and records) of any Credit Party or any of its Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Document; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Document, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. Without limiting the generality of the foregoing, the Agent is hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and the rights of the Lenders with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the Collateral Documents. The provisions of this Section 9 are solely for the benefit of the Agent and the Lenders and none of the Credit Parties shall have any rights as a third party beneficiary of the provisions hereof. In performing its functions and duties under this Agreement and the other Credit Documents, the Agent shall act solely as agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for any Credit Party or any of their respective Affiliates.
Appears in 1 contract
Appointment, Powers and Immunities. Each Lender hereby irrevocably ---------------------------------- appoints and authorizes the Administrative Agent to act as its administrative agent under this Credit Agreement and the other Credit Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Credit Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 10.5 9.5 and the first sentence two sentences of Section 10.6 9.6 hereof shall include its Affiliates and its own and its Affiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Agreement and the other Credit Agreement Documents and shall not be a trustee or fiduciary for any LenderLender or other Secured Party; (b) shall not be responsible to the Lenders Secured Parties for any recital, statement, representation, representation or warranty (whether written or oral) made in or in connection with any Credit Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Document, or for the value, validity, effectiveness, genuineness, enforceability, enforceability or sufficiency of any Credit Document, or any other document referred to or provided for therein or for any failure by any Credit Party or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, into or verify the performance or observance of any covenants or agreements by any Credit Party or the satisfaction of any condition or the use of the proceeds of the Loans or the use of the Letters of Credit or the existence or possible existence of any Default or Event of Default or to inspect the property (including the books and records) of any Credit Party or any of its Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Document, except as requested and directed by the Lenders in accordance with the terms and conditions of this Agreement; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Document, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. Without limiting the generality of the foregoing, the Agent is hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and the rights of the Lenders with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the Collateral Documents. The provisions of this Section 9 are solely for the benefit of the Agent and the Lenders and none of the Credit Parties shall have any rights as a third party beneficiary of the provisions hereof. In performing its functions and duties under this Agreement and the other Credit Documents, the Agent shall act solely as agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for any Credit Party or any of their respective Affiliates.
Appears in 1 contract
Appointment, Powers and Immunities. Each Lender and the Issuing Bank hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent under this Credit Agreement and the other Credit Loan Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Credit Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Notwithstanding any provision to the contrary elsewhere herein and the other Loan Documents, the Agent (which term as used in this sentence and in Section 10.5 and the first sentence of Section 10.6 10.7 hereof shall include its Affiliates and its own and its Affiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement or any of the other Loan Documents and shall not be a trustee or fiduciary for any Lender; (b) shall not be responsible to the Lenders Lenders, or any of them, for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Loan Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Loan Document, or any other document referred to or provided for therein or for any failure by any Credit Loan Party or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Loan Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Loan Party or any of its Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Loan Document; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Loan Document, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The provisions of this Section 10.1 are solely for the benefit of the Agent and the Lenders, and none of the Loan Parties shall have any rights as a third party beneficiary of the provision hereto. In performing its functions and duties under this Agreement and the other Loan Documents, the Agent shall act solely as Agent of the Lenders and does not assume and shall not be deemed to have assumed any obligations or relationship of Agency or trust with or for any Loan Party or any of their respective Affiliates.
Appears in 1 contract
Appointment, Powers and Immunities. Each Lender hereby ----------------------------------- irrevocably appoints and authorizes the Administrative Agent to act as its agent under this Credit Agreement and the other Credit Loan Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Credit Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 10.5 10.05 and ------------- the first sentence of Section 10.6 10.06 hereof shall include its Affiliates affiliates and its ------------- own and its Affiliatesaffiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lender; (b) shall not be responsible to the Lenders for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Loan Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Loan Document, or any other document referred to or provided for therein or for any failure by any Credit Loan Party or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Loan Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Loan Party or any of its Subsidiaries or Affiliatesaffiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Loan Document; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Loan Document, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.
Appears in 1 contract
Samples: Credit Agreement (Proffitts Inc)
Appointment, Powers and Immunities. Each Lender hereby ----------------------------------- irrevocably appoints and authorizes the Administrative Agent NationsBank to act as its agent under this Credit Agreement and the other Credit Loan Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Credit Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 10.5 14.5 and the first sentence of Section 10.6 hereof 14.6 shall include its ------------ ------------ Affiliates (including NationsBanc Xxxxxxxxxx Securities LLC) and its own and its Affiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement the Loan Documents and shall not be a trustee or fiduciary for any Lender; (b) shall not be responsible to the Lenders for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Loan Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Loan Document, or any other document referred to or provided for therein or for any failure by any Credit Loan Party or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Loan Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Loan Party or any of its Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Loan Document; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Loan Document, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.
Appears in 1 contract
Appointment, Powers and Immunities. (a) Each Lender Secured Party (other than the Administrative Agent) hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent under this Credit Agreement and the other Credit Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Credit Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 10.5 and the first sentence of Section 10.6 hereof shall include its Affiliates and its own and its Affiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lenderother Secured Party; (b) shall not be responsible to the Lenders other Secured Parties for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Document, or any other document referred to or provided for therein or for any failure by any Credit Party or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party or any of its Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Document; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Document, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. For the avoidance of doubt, LCPI is the successor Administrative Agent to the Original Administrative Agent as provided in Section 10.7 of the Original Credit Agreement and this Credit Agreement.
Appears in 1 contract
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent under this Credit Agreement and the other Credit Loan Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Credit Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 10.5 SECTION 12.5 and the first sentence of Section 10.6 SECTION 12.6 hereof shall include its Affiliates affiliates and its own and its Affiliatesaffiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lender; (b) shall not be responsible to the Lenders for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Loan Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Loan Document, or any other document referred to or provided for therein or for any failure by any Credit Party or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party or any of its Subsidiaries or Affiliatesaffiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Loan Document; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Loan Document, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. 12.2.
Appears in 1 contract
Samples: Credit Agreement
Appointment, Powers and Immunities. Each Lender hereby ----------------------------------- irrevocably appoints and authorizes the Administrative Agent to act as its agent under this Credit Agreement and the other Credit Loan Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Credit Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 10.5 11.5 and ------------ the first sentence of Section 10.6 11.6 hereof shall include its Affiliates affiliates and its ------------ own and its Affiliatesaffiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lender; (b) shall not be responsible to the Lenders for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Loan Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Loan Document, or any other document referred to or provided for therein or for any failure by any Credit Loan Party or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Loan Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Loan Party or any of its Subsidiaries or Affiliatesaffiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Loan Document; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Loan Document, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. Each Lender hereby irrevocably designates and appoints NationsBank as the Agent for the Lenders under this Agreement, and each of the Lenders hereby irrevocably authorizes NationsBank as the Agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers as are expressly delegated to the Agent by the terms of this Agreement and such other Loan Documents, together with such other powers as are reasonably incidental thereto. The Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any of the Lenders, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Agent.
Appears in 1 contract
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent under this Credit Agreement and the other Credit Documents hereunder with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Credit Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 10.5 11.5 hereof and the first sentence of Section 10.6 11.6 hereof shall include reference to its Affiliates and its own and its Affiliates' officers, directors, employees, employees and agents): (a) shall not have any no duties or responsibilities except those expressly set forth in this Credit Agreement Agreement, and shall not by reason of this Agreement be a trustee or fiduciary for any Lender; (b) shall not be responsible to the Lenders for any recitalrecitals, statementstatements, representationrepresentations or warranties contained in this Agreement or any of the other Loan Documents, or warranty (whether written or oral) made in or in connection with any Credit Document or any certificate or other instrument, document or agreement referred to or provided for in, or received by any of them under, this Agreement or any Credit Documentof the other Loan Documents, or for the value, validity, effectiveness, genuineness, enforceability, enforceability or sufficiency of this Agreement, any Credit Document, Note or any of the other document referred to or provided for therein Loan Documents or for any failure by any Credit Party Borrower or any other Person to perform any of its obligations hereunder or thereunder; (c) shall not be responsible for or have any duty subject to ascertainSection 11.3 hereof, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party or any of its Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Documenthereunder; and (ed) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other agreement, document or instrument referred to or provided for herein or in connection with any Credit Documentherewith, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. The Administrative Agent may deem and treat the payee of any Note as the holder thereof for all purposes hereof unless and until the Administrative Agent receives a written notice of the assignment or transfer complying with reasonable carethe terms and conditions of Section 12.3 hereof.
Appears in 1 contract
Appointment, Powers and Immunities. Each Lender Secured Party hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent under this Credit Agreement and the other Credit Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Credit Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 10.5 8.5 and the first sentence of Section 10.6 hereof 8.6 shall include its Affiliates and its own and its Affiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any LenderSecured Party; (b) shall not be responsible to the Lenders Secured Parties for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Document, or any other document referred to or provided for therein or for any failure by any Credit Party or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party or the satisfaction of any condition or to inspect the property Property (including the books and records) of any Credit Party or any of its Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit DocumentDocument unless requested by the Majority Lenders in writing and it receives indemnification satisfactory to it from the Secured Parties; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Document, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it the Administrative Agent with reasonable care.
Appears in 1 contract
Appointment, Powers and Immunities. Each Lender Bank hereby -------------------------------------- irrevocably appoints and authorizes the Administrative each Agent to act as its agent under this Credit Agreement and the other Credit Documents Loan Papers with such powers and discretion as are specifically delegated to the Administrative each such Agent by the terms of this Credit Agreement and the other Credit DocumentsLoan Papers, together with such other powers as are reasonably incidental thereto. The Administrative No Agent (which term as used in this sentence and in Section 10.5 13.5 and ------------ the first sentence of Section 10.6 13.6 hereof shall include its Affiliates their affiliates and its ------------ their own and its Affiliatestheir affiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and no Agent shall not be a trustee or fiduciary for any LenderBank; (b) shall not be responsible to the Lenders Banks for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Document Loan Paper or any certificate or other document referred to or provided for in, or received by any of them under, any Credit DocumentLoan Paper, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit DocumentLoan Paper, or any other document referred to or provided for therein or for any failure by any Credit Party or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party or any of its their Subsidiaries or Affiliatesaffiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit DocumentLoan Paper; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit DocumentLoan Paper, except for its own gross negligence or willful misconduct. The Administrative Each Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. Banks identified as Co-Agents under this Agreement shall not have any right, power, obligation, liability, responsibility or duty under this Agreement in such capacity. Each Bank acknowledges that it has not relied, and will not rely, on any Bank identified as a Co-Agent in deciding to enter into this Agreement or in taking or not taking action hereunder.
Appears in 1 contract
Appointment, Powers and Immunities. GECDF is hereby appointed Administrative Agent hereunder and under each of the other Loan Documents. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent under this Credit Agreement and the other Credit Loan Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Credit Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 10.5 18.5 and the first sentence of Section 10.6 18.6 hereof shall include its Affiliates and its own and its Affiliates' officers, directors, employees, representatives, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lender; (b) shall not be responsible to the Lenders for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Loan Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Loan Document, or any other document referred to or provided for therein or for any failure by any Credit Party Covered Person or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party Covered Person or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party Covered Person or any of its Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit DocumentLoan Document (other than normal collection procedures from the Lockboxes); and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Loan Document, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.
Appears in 1 contract
Samples: Credit Facilities Agreement (Pomeroy It Solutions Inc)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder, under this Credit Agreement the Security Documents and the other Credit Loan Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Credit Agreement Agreement, the Security Documents and the other Credit Documents, Loan Documents together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 10.5 and the first sentence of Section 10.6 hereof shall include its Affiliates and its own and its Affiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement Agreement, the Security Documents and the other Loan Documents and shall not be a trustee or fiduciary for any Lender; (b) , nor is the Administrative Agent acting in a fiduciary capacity of any kind under this Agreement, the Security Documents or the other Loan Documents or in respect thereof or in respect of any Lender. The Administrative Agent shall not be responsible to the Lenders for any recitalrecitals, statementstatements, representationrepresentations or warranties contained in this Agreement, the Security Documents, or warranty (whether written or oral) made the other Loan Documents, in or in connection with any Credit Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Documentthis Agreement, the Security Documents or the other Loan Documents, or for the value, validity, effectiveness, genuineness, enforceability, enforceability or sufficiency of any Credit Documentthis Agreement, the Security Documents or the other Loan Documents or any other document referred to or provided for herein or therein or for the collectibility of the Loans or for the validity, effectiveness or value of any interest or security covered by the Security Documents or for the value of any collateral or for the validity or effectiveness of any assignment, mortgage, pledge, security agreement, financing statement, document or instrument, or for the filing, recording, re-filing, continuing or re-recording of any thereof or for any failure by any Credit Party Co-Borrowers or any other Person of their respective Subsidiaries to perform any of its obligations thereunder; (c) hereunder or under the other Loan Documents. The Administrative Agent may take all actions by itself and/or it may employ agents and attorneys-in-fact, and shall not be responsible to any Lender, except as to money or the securities received by it or its authorized agents, for the negligence or have any duty to ascertain, inquire into, misconduct of itself or verify the performance its employees or observance of any covenants such agents or agreements attorneys-in-fact, if such agents or attorneys-in-fact are selected by any Credit Party or it with reasonable care. Neither the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party or Administrative Agent nor any of its Subsidiaries directors, officers, employees or Affiliates; (d) agents shall not be required to initiate liable or conduct any litigation or collection proceedings under any Credit Document; and (e) shall not be responsible for any action taken or omitted to be taken by it or them hereunder, under the Security Documents or the other Loan Documents or in connection with any Credit Documentherewith or therewith, except for its or their own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.
Appears in 1 contract
Appointment, Powers and Immunities. Each Lender Bank hereby ----------------------------------- irrevocably appoints and authorizes the Administrative each Agent to act as its agent under this Credit Agreement and the other Credit Documents Loan Papers with such powers and discretion as are specifically delegated to the Administrative each such Agent by the terms of this Credit Agreement and the other Credit DocumentsLoan Papers, together with such other powers as are reasonably incidental thereto. The Administrative No Agent (which term as used in this sentence and in Section 10.5 14.5 and the first sentence of Section 10.6 14.6 hereof shall include its their ------------ ------------ Affiliates and its their own and its their Affiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and the other Loan Papers and no Agent shall not be a trustee or fiduciary for any LenderBank; (b) shall not be responsible to the Lenders Banks for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Document Loan Paper or any certificate or other document referred to or provided for in, or received by any of them under, any Credit DocumentLoan Paper, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit DocumentLoan Paper, or any other document referred to or provided for therein or for any failure by any Credit Party or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party or any of its their Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit DocumentLoan Paper; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit DocumentLoan Paper, except for its own gross negligence or willful misconduct. The Administrative Each Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it any such Agent with reasonable care. Banks identified as either a Co-Syndication Agent or a Co-Documentation Agent under this Agreement shall not have any right, power, obligation, liability, responsibility or duty under this Agreement in such capacity. Each Bank acknowledges that it has not relied, and will not rely, on any Bank identified as either the Syndication Agent or the Documentation Agent in deciding to enter into this Agreement or in taking or not taking action hereunder.
Appears in 1 contract
Appointment, Powers and Immunities. (a) Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent under this Credit Agreement and the other Credit Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Credit Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 10.5 and the first sentence of Section 10.6 hereof shall include its Affiliates and its own and its Affiliates' ’ officers, directors, employees, and agents): (ai) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lender; (bii) shall not be responsible to the Lenders for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Document, or for the value, validity, effectiveness, 107 genuineness, enforceability, or sufficiency of any Credit Document, or any other document referred to or provided for therein or for any failure by any Credit Party or any other Person to perform any of its obligations thereunder; (ciii) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party or the satisfaction of any condition or to inspect the property Property (including the books and records) of any Credit Party or any of its Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Document; and (eiv) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Document, except for to the extent that the taking of such action or omission is found by a final and nonappealable decision of a court of competent jurisdiction to constitute its own gross negligence negligence, bad faith or willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The Issuing Lender shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith until such time (and except for so long) as the Administrative Agent may agree at the request of the Required Lenders to act for the Issuing Lender with respect thereto; provided, however, that the Issuing Lender shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Section 10 with respect to any acts taken or omissions suffered by the Issuing Lender in connection with Letters of Credit issued by it or proposed to be issued by it and the application and agreements for letters of credit pertaining to the Letters of Credit as fully as if the term “Administrative Agent” as used in this Section 10 included the Issuing Lender with respect to such acts or omissions, and (ii) as additionally provided herein with respect to the Issuing Lender.
Appears in 1 contract
Appointment, Powers and Immunities. Each Lender of the Issuer and the Participants hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent under this Credit Agreement and the other Credit Documents hereunder with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Credit Agreement and the other Credit DocumentsAgreement, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 10.5 and the first sentence of Section 10.6 hereof shall include reference to its Affiliates and its own and its Affiliates' each of the officers, directors, employees, employees and agentsagents of itself and of its Affiliates): (a) shall not have any no duties or responsibilities except those expressly set forth in this Credit Agreement Agreement, and shall not by reason of this Agreement be a trustee or other fiduciary for any Lenderof the Issuer or the Participants; (b) shall not be responsible to the Lenders Issuer or the Participants for any recitalrecitals, statementstatements, representationrepresentations or warranties contained in this Agreement, or warranty (whether written or oral) made in or in connection with any Credit Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Documentthis Agreement, or for the value, validity, effectiveness, genuineness, enforceability, enforceability or sufficiency of this Agreement, any Credit DocumentLetter of Credit, any Related Document or any other document referred to or provided for therein herein or for any failure by any Credit Party the Applicants or any other Person to perform any of its obligations hereunder or thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party or any of its Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings hereunder, except as provided for under any Credit Document; Section 10.3 hereof and (ed) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or in connection with any Credit Documentherewith, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable carein good faith.
Appears in 1 contract
Samples: Credit Facility Agreement (Home Shopping Network Inc)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent under this Credit Agreement and the other Credit Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Credit Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 10.5 and the first sentence of Section 10.6 hereof shall include its Affiliates and its own and its Affiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lender; (b) shall not be responsible to the Lenders for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit 75 81 Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Document, or any other document referred to or provided for therein or for any failure by any Credit Party or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party or any of its Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Document, unless directed by the Required Lenders; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Document, except for its own gross negligence negligence, willful misconduct or willful misconductbreach of this Credit Agreement. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith and with reasonable care.
Appears in 1 contract
Appointment, Powers and Immunities. Each Lender Bank hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent for, and representative (within the meaning of Section 9-105(m) of the Uniform Commercial Code, as in effect in the State of New York) of, such Bank under this Credit Agreement and the other Credit Documents Loan Documents, with such powers and discretion as are specifically delegated to the Administrative Agent and the Collateral Agent by the terms of this Credit Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto, and each Bank authorizes the Administrative Agent, in its capacity as Collateral Agent, to execute the Pledge Agreement on behalf of each Bank. Each Bank further authorizes the Administrative Agent to execute any amendment, waiver or modification of the Pledge Agreement on behalf of the Banks, PROVIDED that the Administrative Agent shall have received the consent thereto from the Majority Banks or, if such amendment, waiver or modification would have the effect of releasing all or a significant portion of the Collateral for the Obligations, all of the Banks. The Administrative Agent (which term as used in this sentence and in Section 10.5 and the first sentence of Section 10.6 hereof shall include its Affiliates and its own and its Affiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement the Loan Documents and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lender; (b) Bank. The Administrative Agent shall not be responsible to any of the Lenders Banks for any recitalrecitals, statementstatements, representation, representations or warranty (whether written or oral) made warranties contained in the Loan Documents or in connection with any Credit Document or any certificate or other document referred to or provided for in, or received by any of them the Banks under, any Credit Documentthe Loan Documents, or for the value, validity, effectiveness, genuineness, enforceability, enforceability or sufficiency of any Credit Document, the Loan Documents or any other document referred to or provided for therein herein or for any failure by any Credit Party or any other Person the Company to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party or any of its Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Document; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Document, except for its own gross negligence or willful misconducthereunder. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible responsible, except as to money or securities received by it or its authorized agents, for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. Neither the Administrative Agent nor any of its directors, officers, employees or agents shall be liable or responsible for any action taken or omitted to be taken by it or them hereunder or in connection herewith or therewith, except for its or their own gross negligence or willful misconduct.
Appears in 1 contract
Samples: Credit Agreement (CSC Holdings Inc)
Appointment, Powers and Immunities. Each Lender hereby irrevocably (but subject to removal by the Required Lenders pursuant to Section 12.8.) appoints and authorizes the Administrative Agent to act as its agent hereunder and under this Credit Agreement and the other Credit Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Credit Agreement and of the other Credit Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 10.5 12.5. and the first sentence of Section 10.6 hereof 12.6. shall include its Affiliates Affiliates, officers, directors, employees and its own agents and its Affiliates' respective officers, directors, employees, employees and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Agreement and in the other Credit Agreement Documents, and shall not by reason of this Agreement or any other Credit Document be a trustee or fiduciary for any Lender; (b) shall not be responsible to the Lenders for any recitalrecitals, statementstatements, representationrepresentations or warranties contained in this Agreement or in any other Credit Document, or warranty (whether written or oral) made in or in connection with any Credit Document or any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Credit Document, or for the value, validity, effectiveness, genuineness, enforceability, enforceability or sufficiency of this Agreement or any other Credit Document, Document or any other document referred to or provided for herein or therein or for any failure by any Credit Party the Company or any other Person to perform any of its obligations hereunder or thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party or any of its Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Credit Document; and (ed) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Credit Document or under any other document or instrument referred to or provided for herein or therein or in connection with any Credit Documentherewith or therewith, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable carein good faith.
Appears in 1 contract
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent under this Credit Agreement and the other Credit Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Credit Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. Each Lender further authorizes and directs the Administrative Agent to execute and deliver releases (or similar agreements) to give effect to the provisions of this Credit Agreement and the other Credit Documents, including specifically, without limitation, the provisions of Section 9.5 hereof. The Administrative Agent (which term as used in this sentence and in Section 10.5 11.5 and the first sentence of Section 10.6 11.6 hereof shall include its Affiliates and its own and its Affiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lender; (b) shall not be responsible to the Lenders for any recital, statement, representation, or warranty (whether written or oral) made by a member of the Consolidated Group or other Lender in or in connection with any Credit Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Document, or any other document referred to or provided for therein or for any failure by any Credit Party or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party or any of its Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Document, except as expressly provided under the Credit Documents; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Document, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. Each of the Syndication Agent and the Co-Agents, in its capacity as such, shall not have any duties or responsibilities under this Credit Agreement.
Appears in 1 contract
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under this Credit Agreement and the other Credit Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Credit Agreement and of the other Credit Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 10.5 10.05 hereof and the first sentence of Section 10.6 10.06 hereof shall include reference to its Affiliates and its own and its Affiliates' officers, directors, employees, employees and agents): (a) shall not have any no duties or responsibilities except those expressly set forth in this Agreement and in the other Credit Agreement Documents, and shall not by reason of this Agreement or any other Credit Document be a trustee or fiduciary for any Lender; (b) shall not be CREDIT AGREEMENT responsible to the Lenders for any recitalrecitals, statementstatements, representationrepresentations or warranties contained in this Agreement, or warranty (whether written or oral) made in or in connection with any other Credit Document or in any other document referred to herein, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Credit Document, or for the value, validity, effectiveness, genuineness, enforceability, enforceability or sufficiency of this Agreement, any Note or any other Credit Document, Document or any other document referred to or provided for herein or therein or for any failure by any Credit Party the Borrower or any other Person to perform any of its obligations hereunder or thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party or any of its Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Credit Document; and (ed) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Credit Document or under any other document or instrument referred to or provided for herein or therein or in connection with any Credit Documentherewith or therewith, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. The Administrative Agent may deem and treat the payee of any Note as the holder thereof for all purposes hereof unless and until a notice of the assignment or transfer thereof shall have been filed with reasonable carethe Administrative Agent, together with the consent of the Borrower to such assignment or transfer (to the extent provided in Section 11.06(b) hereof).
Appears in 1 contract
Appointment, Powers and Immunities. (a) Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent under this Credit Agreement and the other Credit Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Credit Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 10.5 and the first sentence of Section 10.6 hereof shall include its Affiliates and its own and its Affiliates' officers, directors, employees, and agents): (ai) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lender; (bii) shall not be responsible to the Lenders for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Document, or any other document referred to or provided for therein or for any failure by any Credit Party or any other Person to perform any of its obligations thereunder; (ciii) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party or the satisfaction of any condition or to inspect the property Property (including the books and records) of any Credit Party or any of its Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Document; and (eiv) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Document, except for its own gross negligence negligence, bad faith or willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.
Appears in 1 contract
Appointment, Powers and Immunities. Each Lender Bank hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent under this Credit Agreement and the other Credit Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Credit Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 10.5 8.05 and the first sentence of Section 10.6 hereof 8.06 shall include its Affiliates affiliates and its own and its Affiliatesaffiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any LenderBank; (b) shall not be responsible to the Lenders Banks for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Document, or any other document referred to or provided for therein or for any failure by any Credit Party or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party or any of its Subsidiaries or Affiliatesaffiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Document; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Document, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.
Appears in 1 contract
Appointment, Powers and Immunities. Each Lender, the Swing Line Lender and the Issuing Bank hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent under this Credit Agreement and the other Credit Loan Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Credit Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 10.5 11.5 and the first sentence of Section 10.6 11.6 hereof shall include its Affiliates affiliates and its own and its Affiliatesaffiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lender, the Swing Line Lender or the Issuing Bank; (b) shall not be responsible to the Lenders for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Loan Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Loan Document, or any other document referred to or provided for therein or for any failure by any Credit Loan Party or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Loan Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Loan Party or any of its Subsidiaries or Affiliatesaffiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Loan Document; and (e) shall not be responsible to any Lender for any action taken or omitted to be taken by it under or in connection with any Credit Loan Document, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. Each Lender hereby irrevocably designates and appoints NationsBank as the Agent for the Lenders under this Agreement, and each of the Lenders hereby irrevocably authorizes NationsBank as the Agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers as are expressly delegated to the Agent by the terms of this Agreement and such other Loan Documents, together with such other powers as are reasonably incidental thereto. The Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any of the Lenders, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Agent.
Appears in 1 contract
Samples: Stock Pledge Agreement (Miller Industries Inc /Tn/)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent under this Credit Agreement and the other Credit Loan Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Credit Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 10.5 7.05 and the first sentence of Section 10.6 7.06 hereof shall include its Affiliates affiliates and its own and its Affiliatesaffiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lender; (b) shall not be responsible to the Lenders for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Loan Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Loan Document, or any other document referred to or provided for therein or for any failure by any Credit Loan Party or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by the Borrower or any Credit Party Guarantor (each, a "Loan Party") or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Loan Party or any of its Subsidiaries or Affiliatesaffiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Loan Document; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Loan Document, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.
Appears in 1 contract
Samples: Loan Agreement (Stein Mart Inc)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder, under this Credit Agreement the Security Documents and the other Credit Loan Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Credit Agreement Agreement, the Security Documents and the other Credit Documents, Loan Documents together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 10.5 and the first sentence of Section 10.6 hereof shall include its Affiliates and its own and its Affiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement Agreement, the Security Documents and the other Loan Documents and shall not be a trustee or fiduciary for any Lender; (b) , nor is the Administrative Agent acting in a fiduciary capacity of any kind under this Agreement, the Security Documents or the other Loan Documents or in respect thereof or in respect of any Lender. The Administrative Agent shall not be responsible to the Lenders for any recitalrecitals, statementstatements, representationrepresentations or warranties contained in this Agreement, the Security Documents, or warranty (whether written or oral) made the other Loan Documents, in or in connection with any Credit Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Documentthis Agreement, the Security Documents or the other Loan Documents, or for the value, validity, effectiveness, genuineness, enforceability, enforceability or sufficiency of any Credit Documentthis Agreement, the Security Documents or the other Loan Documents or any other document referred to or provided for herein or therein or for the collectability of the Loans or for the validity, effectiveness or value of any interest or security covered by the Security Documents or for the value of any collateral or for the validity or effectiveness of any assignment, mortgage, pledge, security agreement, financing statement, document or instrument, or for the filing, recording, re-filing, continuing or re-recording of any thereof or for any failure by any Credit Party Company, or any other Person Subsidiary to perform any of its obligations thereunder; (c) hereunder or under the other Loan Documents. The Administrative Agent may take all actions by itself and/or it may employ agents and attorneys-in-fact, and shall not be responsible responsible, except as to money or the securities received by it or its authorized agents, for the negligence or have any duty to ascertain, inquire into, misconduct of itself or verify the performance its employees or observance of any covenants such agents or agreements attorneys-in-fact, if such agents or attorneys-in-fact are selected by any Credit Party or it with reasonable care. Neither the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party or Administrative Agent nor any of its Subsidiaries directors, officers, employees or Affiliates; (d) agents shall not be required to initiate liable or conduct any litigation or collection proceedings under any Credit Document; and (e) shall not be responsible for any action taken or omitted to be taken by it or them hereunder, under the Security Documents or the other Loan Documents or in connection with any Credit Documentherewith or therewith, except for its or their own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.
Appears in 1 contract
Samples: Credit Agreement (Aceto Corp)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent under this Credit Agreement and the other Credit Loan Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Credit Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 10.5 9.5 and the first sentence of Section 10.6 9.6 hereof shall include its Affiliates and its own and its Affiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lender; (b) shall not be responsible to the Lenders for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Loan Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Loan Document, or any other document referred to or provided for therein or for any failure by any Credit Party Borrower or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party Borrower or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party Borrower or any of its Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Loan Document; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Loan Document, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.
Appears in 1 contract
Appointment, Powers and Immunities. LaSalle is hereby appointed Administrative Agent hereunder and under each of the other Loan Documents. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent under this Credit Agreement and the other Credit Loan Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Credit Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 10.5 16.5 and the first sentence of Section 10.6 16.6 hereof shall include its Affiliates affiliates and its own and its Affiliatesaffiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lender; (b) shall not be responsible to the Lenders for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Loan Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Loan Document, or any other document referred to or provided for therein or for any failure by any Credit Party Covered Person or any other Person to perform any of its obligations thereunderthereunder or the validity or priority of any Security Interest in any Collateral or the sufficiency or value of any Collateral; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party Covered Person or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party Covered Person or any of its Subsidiaries or Affiliatesaffiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Loan Document; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Loan Document, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.
Appears in 1 contract
Samples: Loan Agreement (Angelica Corp /New/)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its administrative agent under this Credit Agreement and the other Credit Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Credit Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 10.5 9.5 and the first sentence two sentences of Section 10.6 9.6 hereof shall include its Affiliates and its own and its Affiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Agreement and the other Credit Agreement Documents and shall not be a trustee or fiduciary for any LenderLender or other Secured Party; (b) shall not be responsible to the Lenders Secured Parties for any recital, statement, representation, representation or warranty (whether written or oral) made in or in connection with any Credit Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Document, or for the value, validity, effectiveness, genuineness, enforceability, enforceability or sufficiency of any Credit Document, or any other document referred to or provided for therein or for any failure by any Credit Party or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, into or verify the performance or observance of any covenants or agreements by any Credit Party or the satisfaction of any condition or the use of the proceeds of the Loans or the use of the Letters of Credit or the existence or possible existence of any Default or Event of Default or to inspect the property (including the books and records) of any Credit Party or any of its Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Document; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Document, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. Without limiting the generality of the foregoing, the Administrative Agent is hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and the rights of the Lenders with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the Collateral Documents. The provisions of this Section 9 are solely for the benefit of the Administrative Agent and the Lenders and none of the Credit Parties shall have any rights as a third party beneficiary of the provisions hereof. In performing its functions and duties under this Agreement and the other Credit Documents, the Administrative Agent shall act solely as agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for any Credit Party or any of their respective Affiliates.
Appears in 1 contract
Samples: Credit Agreement (Flo Fill Co Inc)
Appointment, Powers and Immunities. (a) Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent under this Credit Agreement and the other Credit Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Credit Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 10.5 9.5 and the first sentence of Section 10.6 9.6 hereof shall include its Affiliates and its own and its Affiliates' ’ officers, directors, employees, and agents): (ai) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lender; (bii) shall not be responsible to the Lenders for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Document, or any other document referred to or provided for therein or for any failure by any Credit Party the Borrower or any other Person to perform any of its obligations thereunder; (ciii) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party the Borrower or the satisfaction of any condition or to inspect the property Property (including the books and records) of any Credit Party the Borrower or any of its Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Document; and (eiv) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Document, except for to the extent that the taking of such action or omission is found by a final and nonappealable decision of a court of competent jurisdiction to constitute its own gross negligence negligence, bad faith or willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.
Appears in 1 contract
Appointment, Powers and Immunities. Each Lender Bank hereby ----------------------------------- irrevocably appoints and authorizes the Administrative Agent to act as its agent under this Credit Agreement and the other Credit Documents Loan Papers with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Credit Agreement and the other Credit DocumentsLoan Papers, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 10.5 12.5 and the ------------ first sentence of Section 10.6 12.6 hereof shall include its Affiliates and its own ------------ and its Affiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any LenderBank; (b) shall not be responsible to the Lenders Banks for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Document Loan Paper or any certificate or other document referred to or provided for in, or received by any of them under, any Credit DocumentLoan Paper, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit DocumentLoan Paper, or any other document referred to or provided for therein or for any failure by Borrower, any Credit Party Subsidiary of Borrower or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by Borrower or any Credit Party Subsidiary of Borrower or the satisfaction of any condition or to inspect the property (including the books and records) of Borrower or any Credit Party Subsidiary of Borrower or any of its Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit DocumentLoan Paper; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit DocumentLoan Paper, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.
Appears in 1 contract
Samples: Credit Agreement (Wiser Oil Co)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its administrative agent under this Credit Agreement and the other Credit Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Credit Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 10.5 9.5 and the first sentence two sentences of Section 10.6 9.6 hereof shall include its Affiliates and its own and its Affiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Agreement and the other Credit Agreement Documents and shall not be a trustee or fiduciary for any LenderLender or other Secured Party; (b) shall not be responsible to the Lenders Secured Parties for any recital, statement, representation, representation or warranty (whether written or oral) made in or in connection with any Credit Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Document, or for the value, validity, effectiveness, genuineness, enforceability, enforceability or sufficiency of any Credit Document, or any other document referred to or provided for therein or for any failure by any Credit Party 84 or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, into or verify the performance or observance of any covenants or agreements by any Credit Party or the satisfaction of any condition or the use of the proceeds of the Loans or the existence or possible existence of any Default or Event of Default or to inspect the property (including the books and records) of any Credit Party or any of its Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Document; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Document, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. Without limiting the generality of the foregoing, the Agent is hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and the rights of the Lenders with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the Collateral Documents. The provisions of this Section 9 are solely for the benefit of the Agent and the Lenders and none of the Credit Parties shall have any rights as a third party beneficiary of the provisions hereof. In performing its functions and duties under this Agreement and the other Credit Documents, the Agent shall act solely as agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for any Credit Party or any of their respective Affiliates.
Appears in 1 contract
Appointment, Powers and Immunities. DFS is hereby appointed Administrative Agent hereunder and under each of the other Loan Documents. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent under this Credit Agreement and the other Credit Loan Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Credit Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 10.5 18.5 and the first sentence of Section 10.6 18.6 hereof shall include its Affiliates and its own and its Affiliates' officers, directors, employees, representatives, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lender; (b) shall not be responsible to the Lenders for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Loan Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Loan Document, or any other document referred to or provided for therein or for any failure by any Credit Party Covered Person or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party Covered Person or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party Covered Person or any of its Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit DocumentLoan Document (other than normal collection procedures from the Lockboxes); and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Loan Document, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.
Appears in 1 contract
Samples: Credit Facilities Agreement (Pomeroy Computer Resources Inc)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent under this Credit Agreement and the other Credit Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Credit Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. Each Lender further authorizes and directs the Administrative Agent to execute and deliver releases (or similar agreements) to give effect to the provisions of this Credit Agreement and the other Credit Documents, including specifically, without limitation, the provisions of Section 8.5 hereof. The Administrative Agent (which term as used in this sentence and in Section 10.5 and the first sentence of Section 10.6 hereof shall include its Affiliates and its own and its Affiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lender; (b) shall not be responsible to the Lenders for any recital, statement, representation, or warranty (whether written or oral) made by a member of the Consolidated Group or any other Lender in or in connection with any Credit Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Document, or any other document referred to or provided for therein or for any failure by any Credit Party or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party or any of its Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Document; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Document, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The title of Documentation Agent is bestowed in recognition of the participation in this credit by the Documentation Agent, and such title shall not impose or imply any duties or responsibilities whatsoever of the Documentation Agent, in its respective capacity as such, to the Borrower, the Guarantors, the Administrative Agent or the Lenders.
Appears in 1 contract
Samples: Credit Agreement (Ict Group Inc)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent under this Credit Agreement and the other Credit Loan Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Credit Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 10.5 9.5 and the first sentence of Section 10.6 hereof 9.6 shall include its Affiliates and its own and its Affiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lender; , (b) shall not be responsible to the Lenders for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Loan Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Loan Document, or any other document referred to or provided for therein or for any failure by any Credit Loan Party or any other Person to perform any of its obligations thereunder; , (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Loan Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Loan Party or any of its Subsidiaries or Affiliates; , (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Document; Loan Document except pursuant to the request of the Required Lenders (but subject to Sections 9.2 and 9.3), and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Loan Document, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The Issuing Lender shall act on behalf of the Lenders with respect to Letters of Credit issued under this Agreement and the documents associated therewith. It is understood and agreed that the Issuing Lender (a) shall have all of the benefits and immunities (i) provided to the Agent in this Section 9 with respect to acts taken or omissions suffered by the Issuing Lender in connection with Letters of Credit issued under this Agreement and the documents associated therewith as fully as if the term "Agent" as used in this Section 9 included the Issuing Lender with respect to such acts or omissions and (ii) as provided elsewhere in this Agreement and (b) shall have all of the benefits of the provisions of Section 9.5 as fully as if the term "Agent" as used in Section 9.5 included the Issuing Lender.
Appears in 1 contract
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent under this Credit Agreement and the other Credit Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Credit Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 10.5 and the first sentence of Section 10.6 hereof shall include its Affiliates and its own and its Affiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lender; (b) shall not be responsible to the Lenders for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Document, or any other document referred to or provided for therein or for any failure by any Credit Party or any other Person to perform any of its obligations thereunder; (c) shall not be 100 responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party or any of its Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Document; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Document, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.
Appears in 1 contract
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent Bank of America to act as its agent under this Credit Agreement and the other Credit Loan Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Credit Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 10.5 and the first sentence of Section 10.6 hereof SECTION 14.5 shall include its Affiliates (including Banc of America Securities LLC) and its own and its Affiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement the Loan Documents and shall not be a trustee or fiduciary for any Lender; (b) shall not be responsible to the Lenders for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Loan Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Loan Document, or any other document referred to or provided for therein or for any failure by any Credit Loan Party or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Loan Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Loan Party or any of its Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Loan Document; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Loan Document, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.
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Samples: Credit Agreement (First Investors Financial Services Group Inc)
Appointment, Powers and Immunities. Each Lender and the ----------------------------------- Issuing Bank hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent under this Credit Agreement and the other Credit Loan Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Credit Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The Notwithstanding any provision to the contrary elsewhere herein and the other Loan Documents, the Administrative Agent (which term as used in this sentence and in Section 10.5 and the first sentence of Section 10.6 10.7 hereof shall include its Affiliates and its own and its Affiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement or any of the other Loan Documents and shall not be a trustee or fiduciary for any Lender; (b) shall not be responsible to the Lenders Lenders, or any of them, for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Loan Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Loan Document, or any other document referred to or provided for therein or for any failure by any Credit Loan Party or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Loan Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Loan Party or any of its Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Loan Document; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Loan Document, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-attorneys- in-fact selected by it with reasonable care. The provisions of this Section 10.1 are solely for the benefit of the Administrative Agent and the Lenders, and none of the Loan Parties shall have any rights as a third party beneficiary of the provision hereto. In performing its functions and duties under this Agreement and the other Loan Documents, the Administrative Agent shall act solely as Administrative Agent of the Lenders and does not assume and shall not be deemed to have assumed any obligations or relationship of agency or trust with or for any Loan Party or any of their respective Affiliates.
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Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent Administrative Agent under this Credit Agreement and the other Credit Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Credit Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 10.5 and the first sentence of Section 10.6 hereof shall include its Affiliates and its own and its Affiliates' officers, directors, employees, and agentsAdministrative Agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lender; (b) shall not be responsible to the Lenders for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Document, or any other document referred to or provided for therein or for any failure by any Credit Party or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party or any of its Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Document; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Document, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.
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