LC Agent Sample Clauses
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LC Agent. Castlerigg is hereby appointed as the LC Agent for the Buyers hereunder, and each Buyer hereby authorizes the LC Agent (and its officers, directors, employees and agents) to take any and all such actions on behalf of such Buyer with respect to the Letter of Credit in accordance with the terms of this Agreement. The LC Agent shall not have, by reason hereof or any of the other Transaction Documents, a fiduciary relationship in respect of the Buyers. Neither the LC Agent nor any of its officers, directors, employees and agents shall have any liability to the Buyers for any action taken or omitted to be taken in connection hereof except to the extent caused by its own gross negligence or willful misconduct, and the Buyers agrees to defend, protect, indemnify and hold harmless the LC Agent and all of its officers, directors, employees and agents (collectively, the "Indemnitees") from and against any losses, damages, liabilities, obligations, penalties, actions, judgments, suits, fees, costs and expenses (including, without limitation, reasonable attorneys' fees, costs and expenses) incurred by such Indemnitee, as incurred, whether direct, indirect or consequential, arising from or in connection with the performance by such Indemnitee of the duties and obligations of the LC Agent pursuant hereto.
LC Agent. HBK is hereby appointed as the LC Agent for the Buyers hereunder, and each Buyer hereby authorizes the LC Agent (and its officers, directors, employees and agents) to take any and all such actions on behalf of each such Buyer with respect to the Letter of Credit in accordance with the terms of this Agreement. The LC Agent shall not have, by reason hereof or any of the other Transaction Documents, a fiduciary relationship in respect of any Buyer. Neither the LC Agent nor any of its officers, directors, employees and agents shall have any liability to any Buyer for any action taken or omitted to be taken in connection hereof except to the extent caused by its own gross negligence or willful misconduct, and the Buyers agree to defend, protect, indemnify and hold harmless the LC Agent and all of its officers, directors, employees and agents (collectively, the “Indemnitees”) from and against any losses, damages, liabilities, obligations, penalties, actions, judgments, suits, fees, costs and expenses (including, without limitation, reasonable attorneys’ fees, costs and expenses) incurred by such Indemnitee, as incurred, whether direct, indirect or consequential, arising from or in connection with the performance by such Indemnitee of the duties and obligations of the LC Agent pursuant hereto. In the event that HBK no longer holds any Notes, HBK shall no longer be the LC Agent and a majority of the holders of the Notes shall appoint a new LC Agent. In addition, at any time, upon two (2) Business Days advance notice to the Company, the Letter of Credit Bank and the Buyers, HBK may resign as LC Agent, and a majority of the holders of the Notes shall appoint a new LC Agent. Upon the resignation of the LC Agent, the Company shall pay any and all transfer fees associated with the change of LC Agent.
LC Agent