Reliance by Issuer. The Fronting Bank and the Agent shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Fronting Bank or the Agent. The Agent and the Fronting Bank shall be fully justified in failing or refusing to take any action under this §5 (other than the issuance of a Letter of Credit pursuant to a Letter of Credit Application and otherwise in accordance with the terms of this Agreement) unless it shall first have received such advice or concurrence of the Majority Lenders (or such other number or percentage of the Lenders as may be required by this Agreement) as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Agent and any Fronting Bank shall in all cases be fully protected by the Lenders in acting, or in refraining from acting, under this §5 in accordance with a request of the Majority Lenders (or such other number or percentage of the Lenders as may be required by this Agreement), and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders and all future holders of the Notes or of a Letter of Credit Participation.
Appears in 6 contracts
Samples: Revolving Credit Agreement (First Potomac Realty Trust), Revolving Credit Agreement (First Potomac Realty Trust), Revolving Credit Agreement (First Potomac Realty Trust)
Reliance by Issuer. The Fronting Bank and To the extent not inconsistent with (S)5.4, the ------------------ Agent shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed in good faith by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Fronting Bank or the Agent. The Agent and the Fronting Bank shall be fully justified in failing or refusing to take any action under this §5 (other than the issuance of a Letter of Credit pursuant to a Letter of Credit Application and otherwise in accordance with the terms of this Agreement) Agreement unless it shall first have received such advice or concurrence of the Majority Lenders (or such other number or percentage of the Lenders as may be required by this Agreement) Banks as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Agent and any Fronting Bank shall in all cases be fully protected by the Lenders in acting, or in refraining from acting, under this §5 Credit Agreement in accordance with a request of the Majority Lenders (or such other number or percentage of the Lenders as may be required by this Agreement)Banks, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders Banks and all future holders of the Revolving Credit Notes or of a Letter of Credit Participation.
Appears in 6 contracts
Samples: Revolving Credit and Term Loan Agreement (Mapics Inc), Revolving Credit and Term Loan Agreement (Mapics Inc), Revolving Credit and Term Loan Agreement (Mapics Inc)
Reliance by Issuer. The Fronting Bank and To the extent not inconsistent with §5.8, the Administrative Agent shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Fronting Bank or the Administrative Agent. The Administrative Agent and the Fronting Bank shall be fully justified in failing or refusing to take any action under this §5 (other than the issuance of a Letter of Credit pursuant to a Letter of Credit Application and otherwise in accordance with the terms of this Agreement) Agreement unless it shall first have received such advice or concurrence of the Majority Required Lenders (or such other number or percentage of the Lenders as may be required by this Agreement) as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent and any Fronting Bank shall in all cases be fully protected by the Lenders in acting, or in refraining from acting, under this §5 Credit Agreement in accordance with a request of the Majority Lenders (or such other number or percentage of the Lenders as may be required by this Agreement)Required Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders and all future holders of the Revolving Credit Notes or of a Letter of Credit Participation.
Appears in 6 contracts
Samples: Revolving Credit and Term Loan Agreement (Sovran Self Storage Inc), Assignment and Assumption Agreement (Sovran Self Storage Inc), Credit Agreement (Sovran Self Storage Inc)
Reliance by Issuer. The Fronting Bank and To the extent not inconsistent with §5.4, the Administrative Agent shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Fronting Bank or the Administrative Agent. The Administrative Agent and the Fronting Bank shall be fully justified in failing or refusing to take any action under this §5 (other than the issuance of a Letter of Credit pursuant to a Letter of Credit Application and otherwise in accordance with the terms of this Agreement) Agreement unless it shall first have received such advice or concurrence of the Majority Lenders (or such other number or percentage of the Required Lenders as may be required by this Agreement) as it the Administrative Agent reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Revolving Credit Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent and any Fronting Bank shall in all cases be fully protected by the Lenders in acting, or in refraining from acting, under this §5 Credit Agreement in accordance with a request of the Majority Lenders (or such other number or percentage of the Lenders as may be required by this Agreement)Required Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Revolving Credit Lenders and all future holders of the Revolving Credit Notes or of a Letter of Credit Participation.
Appears in 4 contracts
Samples: Revolving Credit and Term Loan Agreement (Emmis Communications Corp), Revolving Credit and Term Loan Agreement (Emmis Communications Corp), Revolving Credit and Term Loan Agreement (Emmis Communications Corp)
Reliance by Issuer. The Fronting To the extent not inconsistent with §4.4, the respective Issuing Bank and the Agent shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Fronting Bank or the Agentrespective Issuing Bank. The Agent and the Fronting respective Issuing Bank shall be fully justified in failing or refusing to take any action under this §5 (other than the issuance of a Letter of Credit pursuant to a Letter of Credit Application and otherwise in accordance with the terms of this Agreement) Agreement unless it shall first have received such advice or concurrence of the Majority Required Lenders (or such other number or percentage of the Lenders as may be required by this Agreement) as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Agent and any Fronting respective Issuing Bank shall in all cases be fully protected by the Lenders in acting, or in refraining from acting, under this §5 Credit Agreement in accordance with a request of the Majority Lenders (or such other number or percentage of the Lenders as may be required by this Agreement)Required Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders and all future holders of the Notes or of a Letter of Credit Participation.
Appears in 3 contracts
Samples: Revolving Credit Agreement (Seacastle Inc.), Revolving Credit Agreement (SeaCube Container Leasing Ltd.), Revolving Credit Agreement (SeaCube Container Leasing Ltd.)
Reliance by Issuer. The Fronting Bank and To the Agent extent not inconsistent with Section 4.4, the Issuing Lender shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Fronting Bank or the AgentIssuing Lender. The Agent and the Fronting Bank Issuing Lender shall be fully justified in failing or refusing to take any action under this §5 (other than the issuance of a Letter of Credit pursuant to a Letter of Credit Application and otherwise in accordance with the terms of this Agreement) Agreement unless it shall first have received such advice or concurrence of the Majority Required Lenders (or such other number or percentage of the Lenders as may be required by this Agreement) as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Agent and any Fronting Bank Issuing Lender shall in all cases be fully protected by the Lenders in acting, or in refraining from acting, under this §5 Credit Agreement in accordance with a request of the Majority Lenders (or such other number or percentage of the Lenders as may be required by this Agreement)Required Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders and all future holders of the Revolving Credit Notes or of a Letter of Credit Participation.
Appears in 3 contracts
Samples: Revolving Credit Agreement (Coach Inc), Revolving Credit Agreement (Coach Inc), Revolving Credit Agreement (Coach Inc)
Reliance by Issuer. The Fronting Bank and To the extent not inconsistent with § 5.4, the Administrative Agent shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Fronting Bank or the Administrative Agent. The Administrative Agent and the Fronting Bank shall be fully justified in failing or refusing to take any action under this §5 (other than the issuance of a Letter of Credit pursuant to a Letter of Credit Application and otherwise in accordance with the terms of this Agreement) Agreement unless it shall first have received such advice or concurrence of the Majority Required Lenders (or such other number or percentage of the Lenders as may be required by this Agreement) as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent and any Fronting Bank shall in all cases be fully protected by the Lenders in acting, or in refraining from acting, under this §5 Credit Agreement in accordance with a request of the Majority Lenders (or such other number or percentage of the Lenders as may be required by this Agreement)Required Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders and all future holders of the Notes or of a Letter of Credit Participation.
Appears in 2 contracts
Samples: Revolving Credit Agreement (McCormick & Schmicks Seafood Restaurants Inc.), Revolving Credit Agreement (McCormick & Schmicks Seafood Restaurants Inc.)
Reliance by Issuer. The Fronting To the extent not inconsistent with ss.4.5, the Acceptance Bank and or the Agent Issuing Bank shall be entitled to rely, and shall be fully protected in relying upon, any Letter of CreditCredit Instrument, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Fronting Acceptance Bank or the AgentIssuing Bank. The Agent and Acceptance Bank or the Fronting Issuing Bank shall be fully justified in failing or refusing to take any action under this §5 (other than the issuance of a Letter of Credit pursuant to a Letter of Credit Application and otherwise in accordance with the terms of this Agreement) Agreement unless it shall first have received such advice or concurrence of the Majority Lenders (or such other number or percentage of the Lenders as may be required by this Agreement) Banks as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Agent Acceptance Bank and any Fronting the Issuing Bank shall in all cases be fully protected by the Lenders in acting, or in refraining from acting, under this §5 Agreement in accordance with a request of the Majority Lenders (or such other number or percentage of the Lenders as may be required by this Agreement)Banks, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders and all future holders of the Notes or of a Letter of Credit Instrument Participation.
Appears in 2 contracts
Samples: Credit Agreement (Baker J Inc), Credit Agreement (Baker J Inc)
Reliance by Issuer. The Fronting Bank and To the Agent extent not inconsistent with Section 4.4, the LC Issuer shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Fronting Bank or the AgentLC Issuer. The Agent and the Fronting Bank LC Issuer shall be fully justified in failing or refusing to take any action under this §5 (other than the issuance of a Letter of Credit pursuant to a Letter of Credit Application and otherwise in accordance with the terms of this Agreement) Agreement unless it shall first have received such advice or concurrence of the Majority Required Lenders (or such other number or percentage of the Lenders as may be required by this Agreement) as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Agent and any Fronting Bank LC Issuer shall in all cases be fully protected by the Lenders in acting, or in refraining from acting, under this §5 Credit Agreement in accordance with a request of the Majority Lenders (or such other number or percentage of the Lenders as may be required by this Agreement)Required Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders and all future holders of the Revolving Credit Notes or of a Letter of Credit Participation.
Appears in 2 contracts
Samples: Credit Agreement (Lionbridge Technologies Inc /De/), Credit Agreement (Lionbridge Technologies Inc /De/)
Reliance by Issuer. The Fronting To the extent not inconsistent with Section 4.4, the Issuing Bank and the Agent shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Fronting Bank or the AgentIssuing Bank. The Agent and the Fronting Bank shall be fully justified in failing or refusing to take any action under this §5 (other than the issuance of a Letter of Credit pursuant to a Letter of Credit Application and otherwise in accordance with the terms of this Agreement) Agreement unless it shall first have received such advice or concurrence of the Majority Lenders (or such other number or percentage of the Lenders as may be required by this Agreement) Banks as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders other Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Agent and any Fronting Issuing Bank shall in all cases be fully protected by the Lenders in acting, or in refraining from acting, under this §5 Credit Agreement in accordance with a request of the Majority Lenders (or such other number or percentage of the Lenders as may be required by this Agreement)Banks, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders Banks and all future holders of the Notes or of a Letter of Credit Participation.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Michaels Stores Inc), Revolving Credit Agreement (Michaels Stores Inc)
Reliance by Issuer. The Fronting Bank and To the extent not inconsistent with 5.4, the Agent shall be entitled to rely, and shall be fully protected in relying uponrelying, upon any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype facsimile message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Fronting Bank or the Agent. The Agent and the Fronting Bank shall be fully justified in failing or refusing to take any action under this §5 (other than the issuance of a Letter of Credit pursuant to a Letter of Credit Application and otherwise in accordance with the terms of this Agreement) Agreement unless it shall first have received such advice or concurrence of the Majority Lenders (or such other number or percentage of the Lenders as may be required by this Agreement) Banks as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Agent and any Fronting Bank shall in all cases be fully protected by the Lenders in acting, or in refraining from acting, under this §5 Agreement in accordance with a request of the Majority Lenders (or such other number or percentage of the Lenders as may be required by this Agreement)Banks, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders Banks and all future holders of the Syndicated Notes or of a Letter of Credit ParticipationParticipations. Notwithstanding the foregoing, nothing in this 5.5 shall relieve the Agent of any liability resulting from the gross negligence or willful misconduct of the Agent, or otherwise affect any defense or other right that the Company may have as a result of any such gross negligence or willful misconduct.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Hasbro Inc), Revolving Credit Agreement (Hasbro Inc)
Reliance by Issuer. The Fronting Bank and To the Agent extent not inconsistent with Section 4.4, the Issuing Lender shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex telex, electronic mail or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and and, if the Issuing Lender shall determine that such advice is reasonably necessary, upon advice and statements of legal counsel, independent accountants and other experts selected by the Fronting Bank or the AgentIssuing Lender. The Agent and the Fronting Bank Issuing Lender shall be fully justified in failing or refusing to take any action under this §5 (other than the issuance of a Letter of Credit pursuant to a Letter of Credit Application and otherwise in accordance with the terms of this Agreement) Agreement unless it shall first have received such advice or concurrence of the Majority Required Lenders (or such other number or percentage of the Lenders as may be required by this Agreement) as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Agent and any Fronting Bank Issuing Lender shall in all cases be fully protected by the Lenders in acting, or in refraining from acting, under this §5 Credit Agreement in accordance with a request of the Majority Lenders (or such other number or percentage of the Lenders as may be required by this Agreement)Required Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders and all future holders of the Notes or of a Letter of Credit Participation.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Timberland Co), Revolving Credit Agreement (Timberland Co)
Reliance by Issuer. The Fronting To the extent not inconsistent with ss.5.4, the Issuing Bank and the Agent shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Fronting Bank or the AgentIssuing Bank. The Agent and the Fronting Issuing Bank shall be fully justified in failing or refusing to take any action under this §5 (other than the issuance of a Letter of Credit pursuant to a Letter of Credit Application and otherwise in accordance with the terms of this Agreement) Agreement unless it shall first have received such advice or concurrence of the Majority Lenders (or such other number or percentage of the Lenders as may be required by this Agreement) Required Banks as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Agent and any Fronting Issuing Bank shall in all cases be fully protected by the Lenders in acting, or in refraining from acting, under this §5 Credit Agreement in accordance with a request of the Majority Lenders (or such other number or percentage of the Lenders as may be required by this Agreement)Required Banks, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders Banks and all future holders of the Revolving Credit Notes or of a Letter of Credit Participation.
Appears in 2 contracts
Samples: Revolving Credit and Term Loan Agreement (Hvide Marine Inc), Credit and Term Loan Agreement (Hvide Marine Inc)
Reliance by Issuer. The Fronting Bank and To the extent not inconsistent with Section 4.4, the Agent shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Fronting Bank or the Agent. The Agent and the Fronting Bank shall be fully justified in failing or refusing to take any action under this §5 (other than the issuance of a Letter Credit Agreement with respect to Letters of Credit pursuant to a Letter of Credit Application and otherwise in accordance with the terms of this Agreement) issued hereunder unless it shall first have received received, following a request therefor, such advice or concurrence of the Majority Lenders (or such other number or percentage of the Lenders as may be required by this Agreement) Banks as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Agent and any Fronting Bank shall in all cases be fully protected by the Lenders in acting, or in refraining from acting, under this §5 Credit Agreement in accordance with a request of the Majority Lenders (or such other number or percentage of the Lenders as may be required by this Agreement)Banks, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders Banks and all future holders of the Notes or of a Letter of Credit Participation.
Appears in 2 contracts
Samples: Credit Agreement (Charlotte Russe Holding Inc), Revolving Credit Agreement (Charlotte Russe Holding Inc)
Reliance by Issuer. The Fronting Bank and To the extent not inconsistent with §5.4, the Administrative Agent shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Fronting Bank or the Administrative Agent. The To the extent not inconsistent with this Credit Agreement, the Administrative Agent and the Fronting Bank shall be fully justified in failing or refusing to take any action under this §5 (other than the issuance of a Credit Agreement with respect to any Letter of Credit pursuant to a Letter of Credit Application and otherwise in accordance with the terms of this Agreement) unless it shall first have received such advice or concurrence of the Majority Required Lenders (or such other number or percentage of the Lenders as may be required by this Agreement) as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent and any Fronting Bank shall in all cases be fully protected by the Lenders in so acting, or in refraining from so acting, under this §5 Credit Agreement in accordance with a request of the Majority Lenders (or such other number or percentage of the Lenders as may be required by this Agreement)Required Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders and all future holders of the Revolving Credit Notes or of a Letter of Credit Participation.
Appears in 2 contracts
Samples: Credit Agreement (Crystal Rock Holdings, Inc.), Credit Agreement (Vermont Pure Holdings LTD/De)
Reliance by Issuer. The Fronting To the extent not inconsistent with ss.4.4, the Issuing Bank and the Agent shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Fronting Bank or the AgentIssuing Bank. The Agent and the Fronting Issuing Bank shall be fully justified in failing or refusing to take any action under this §5 (other than the issuance of a Letter of Credit pursuant to a Letter of Credit Application and otherwise in accordance with the terms of this Agreement) Agreement unless it shall first have received such advice or concurrence of the Majority Lenders (or such other number or percentage of the Lenders as may be required by this Agreement) as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Agent and any Fronting Issuing Bank shall in all cases be fully protected by the Lenders in acting, or in refraining from acting, under this §5 Credit Agreement in accordance with a request of the Majority Lenders (or such other number or percentage of the Lenders as may be required by this Agreement)Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders and all future holders of the Notes or of a Letter of Credit Participation.
Appears in 2 contracts
Samples: Revolving Credit Agreement (CML Group Inc), Revolving Credit Agreement (CML Group Inc)
Reliance by Issuer. The Fronting To the extent not inconsistent with §3.4, each Issuing Bank and the Agent shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Fronting Bank or the Agentsuch Issuing Bank. The Agent and the Fronting Each Issuing Bank shall be fully justified in failing or refusing to take any action under this §5 (other than the issuance of a Letter of Credit pursuant to a Letter of Credit Application and otherwise in accordance with the terms of this Agreement) Agreement unless it shall first have received such advice or concurrence of the Majority Lenders (or such other number or percentage of the Lenders as may be required by this Agreement) Banks as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Agent and any Fronting Each Issuing Bank shall in all cases be fully protected by the Lenders in acting, or in refraining from acting, under this §5 Credit Agreement in accordance with a request of the Majority Lenders (or such other number or percentage of the Lenders as may be required by this Agreement)Banks, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders Banks and all future holders of the Revolving Credit Notes or of a Letter of Credit Participation.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Waste Industries Usa Inc), Revolving Credit Agreement (Waste Industries Usa Inc)
Reliance by Issuer. The Fronting Bank and To the extent not inconsistent with §5.4, the Administrative Agent shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Fronting Bank or the Administrative Agent. The Administrative Agent and the Fronting Bank shall be fully justified in failing or refusing to take any action under this §5 (other than the issuance of a Letter of Credit pursuant to a Letter of Credit Application and otherwise in accordance with the terms of this Agreement) Agreement unless it shall first have received such advice or concurrence of the Majority Required Lenders (or such other number or percentage of the Lenders as may be required by this Agreement) as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent and any Fronting Bank shall in all cases be fully protected by the Lenders in acting, or in refraining from acting, under this §5 Credit Agreement in accordance with a request of the Majority Lenders (or such other number or percentage of the Lenders as may be required by this Agreement)Required Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders and all future holders of the Notes or of a Letter of Credit Participation.
Appears in 2 contracts
Samples: Revolving Credit Agreement (McCormick & Schmick Holdings, L.L.C.), Revolving Credit Agreement (McCormick & Schmicks Seafood Restaurants Inc.)
Reliance by Issuer. The Fronting Bank and To the extent not inconsistent with ss.4.4, the Dollar Agent shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Fronting Bank Dollar Agent in the absence of the Dollar Agent's gross negligence or the Agentwillful misconduct. The Dollar Agent and the Fronting Bank shall be fully justified in failing or refusing to take any action under this §5 (other than the issuance of a Letter of Credit pursuant to a Letter of Credit Application and otherwise in accordance with the terms of this Agreement) Agreement unless it shall first have received such advice or concurrence of the Majority Lenders (or such other number or percentage of the Lenders as may be required by this Agreement) Banks as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders Dollar Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Dollar Agent and any Fronting Bank shall in all cases be fully protected by the Lenders in acting, or in refraining from acting, under this §5 Credit Agreement in accordance with a request of the Majority Lenders (or such other number or percentage of the Lenders as may be required by this Agreement)Banks, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders Dollar Banks and all future holders of the Revolving Credit Notes or of a Letter of Credit Participation.
Appears in 2 contracts
Samples: Gold Consignment Agreement (Commemorative Brands Inc), Loan and Gold Consignment Agreement (Commemorative Brands Inc)
Reliance by Issuer. The Fronting To the extent not inconsistent with 4.4, the Issuing Bank and the Agent shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Fronting Bank or the AgentIssuing Bank. The Agent and the Fronting Issuing Bank shall be fully justified in failing or refusing to take any action under this §5 (other than the issuance of a Letter of Credit pursuant to a Letter of Credit Application and otherwise in accordance with the terms of this Agreement) Agreement unless it shall first have received such advice or concurrence of the Majority Lenders (or such other number or percentage of the Lenders as may be required by this Agreement) Banks as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Agent and any Fronting Issuing Bank shall in all cases be fully protected by the Lenders in acting, or in refraining from acting, under this §5 Agreement in accordance with a request of the Majority Lenders (or such other number or percentage of the Lenders as may be required by this Agreement)Banks, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders Banks and all future holders of the Revolving Credit Notes or of a Letter of Credit Participation. 4.6.
Appears in 1 contract
Reliance by Issuer. The Fronting Bank and To the extent not inconsistent with Section 4.4 hereof, the Agent shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person person or Persons entity and upon advice and statements of legal counsel, independent accountants and other experts selected by the Fronting Bank or the Agent. The Agent and the Fronting Bank shall be fully justified in failing or refusing to take any action under this §5 (other than the issuance of a Letter of Credit pursuant to a Letter of Credit Application and otherwise in accordance with the terms of this Agreement) Agreement unless it shall first have received such advice or concurrence of the Majority Lenders Revolving Credit Banks (or such other number or percentage or, where required, all of the Lenders as may be required by this AgreementRevolving Credit Banks) as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders Revolving Credit Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Agent and any Fronting Bank shall in all cases be fully protected by the Lenders in acting, or in refraining from acting, under this §5 Agreement in accordance with a request of the Majority Lenders Revolving Credit Banks (or such other number or percentage or, where required, all of the Lenders as may be required by this AgreementRevolving Credit Banks), and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders Revolving Credit Banks and all future holders of the Notes or of a Letter of Credit Participation.
Appears in 1 contract
Samples: Loan Agreement (Lamonts Apparel Inc)
Reliance by Issuer. The Fronting Bank and To the Agent extent not inconsistent with §4.4, the Issuing Lender shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Fronting Bank or the AgentIssuing Lender. The Agent and the Fronting Bank Issuing Lender shall be fully justified in failing or refusing to take any action under this §5 (other than the issuance of a Letter of Credit pursuant to a Letter of Credit Application and otherwise in accordance with the terms of this Agreement) Agreement unless it shall first have received such advice or concurrence of the Majority Required Lenders (or such other number or percentage of the Lenders as may be required by this Agreement) as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Agent and any Fronting Bank Issuing Lender shall in all cases be fully protected by the Lenders in acting, or in refraining from acting, under this §5 Credit Agreement in accordance with a request of the Majority Lenders (or such other number or percentage of the Lenders as may be required by this Agreement)Required Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders and all future holders of the Tranche A Notes or of a Letter of Credit Participation.
Appears in 1 contract
Reliance by Issuer. The Fronting To the extent not inconsistent with SECTION 3.4, the Issuing Bank and the Agent shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Fronting Bank or the AgentIssuing Bank. The Agent and the Fronting Issuing Bank shall be fully justified in failing or refusing to take any action under this §5 (other than the issuance of a Letter of Credit pursuant to a Letter of Credit Application and otherwise in accordance with the terms of this Agreement) Agreement unless it shall first have received such advice or concurrence of the Majority Lenders (or such other number or percentage of the Lenders as may be required by this Agreement) Banks as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Agent and any Fronting Issuing Bank shall in all cases be fully protected by the Lenders in acting, or in refraining from acting, under this §5 Agreement in accordance with a request of the Majority Lenders (or such other number or percentage of the Lenders as may be required by this Agreement)Banks, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders Banks and all future holders of the Notes or of a Letter of Credit Participation.
Appears in 1 contract
Samples: Revolving Credit Agreement (Trico Marine Services Inc)
Reliance by Issuer. The Fronting Bank and To the extent not inconsistent with Section 4.4, the Administrative Agent shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Fronting Bank or the Administrative Agent. The Administrative Agent and the Fronting Bank shall be fully justified in failing or refusing to take any action under this §5 (other than the issuance of a Letter of Credit pursuant to a Letter of Credit Application and otherwise in accordance with the terms of this Agreement) Agreement unless it shall first have received such advice or concurrence of the Majority Required Lenders (or such other number or percentage of the Lenders as may be required by this Agreement) as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Revolving Credit Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent and any Fronting Bank shall in all cases be fully protected by the Lenders in acting, or in refraining from acting, under this §5 Credit Agreement in accordance with a request of the Majority Lenders (or such other number or percentage of the Lenders as may be required by this Agreement)Required Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Revolving Credit Lenders and all future holders of the Revolving Credit Notes or of a Letter of Credit Participation.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Iesi Tx Corp)
Reliance by Issuer. The Fronting Bank and To the extent not inconsistent with Section 5.4, the Administrative Agent shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Fronting Bank or the Administrative Agent. The Administrative Agent and the Fronting Bank shall be fully justified in failing or refusing to take any action under this §5 (other than the issuance of a Letter of Credit pursuant to a Letter of Credit Application and otherwise in accordance with the terms of this Agreement) Agreement unless it shall first have received such advice or concurrence of the Majority Lenders (or such other number or percentage of the Lenders as may be required by this Agreement) Banks as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent and any Fronting Bank shall in all cases be fully protected by the Lenders in acting, or in refraining from acting, under this §5 Credit Agreement in accordance with a request of the Majority Lenders (or such other number or percentage of the Lenders as may be required by this Agreement)Banks, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders Banks and all future holders of the Revolving Credit Notes or of a Letter of Credit Participation.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Bell Sports Corp)
Reliance by Issuer. The Fronting Bank and To the Agent extent not inconsistent with Section 4.4, the Issuing Lender shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Fronting Bank or the AgentIssuing Lender. The Agent and the Fronting Bank Issuing Lender shall be fully justified in failing or refusing to take any action under this §5 (other than the issuance of a Letter of Credit pursuant to a Letter of Credit Application and otherwise in accordance with the terms of this Agreement) Agreement unless it shall first have received such advice or concurrence of the Majority Required Lenders (or such other number or percentage of the Lenders as may be required by this Agreement) as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Agent and any Fronting Bank Issuing Lender shall in all cases be fully protected by the Lenders in acting, or in refraining from acting, under this §5 Credit Agreement in accordance with a request of the Majority Lenders (or such other number or percentage of the Lenders as may be required by this Agreement)Required Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders and all future holders of the Tranche A Notes or of a Letter of Credit Participation.
Appears in 1 contract
Reliance by Issuer. The To the extent not inconsistent with ------------------ (S)3.4, the Agent and any Fronting Bank and the Agent shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Fronting Bank or the Agent. The Agent and the any Fronting Bank shall be fully justified in failing or refusing to take any action under this §5 (S)3 (other than the issuance of a Letter of Credit pursuant to a Letter of Credit Application and otherwise in accordance with the terms of this Agreement) unless it shall first have received such advice or concurrence of the Majority Lenders (or such other number or percentage of the Lenders as may be required by this Agreement) Banks as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Agent and any Fronting Bank shall in all cases be fully protected by the Lenders Banks in acting, or in refraining from acting, under this §5 (S)3 in accordance with a request of the Majority Lenders (or such other number or percentage of the Lenders as may be required by this Agreement)Banks, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders Banks and all future holders of the Notes or of a Letter of Credit Participation.
Appears in 1 contract
Reliance by Issuer. The Fronting Bank and To the extent not inconsistent with section 5.4, the Agent shall be entitled to rely, and shall be fully protected in relying uponrelying, upon any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype facsimile message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Fronting Bank or the Agent. The Agent and the Fronting Bank shall be fully justified in failing or refusing to take any action under this §5 (other than the issuance of a Letter of Credit pursuant to a Letter of Credit Application and otherwise in accordance with the terms of this Agreement) Agreement unless it shall first have received such advice or concurrence of the Majority Lenders (or such other number or percentage of the Lenders as may be required by this Agreement) Banks as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Agent and any Fronting Bank shall in all cases be fully protected by the Lenders in acting, or in refraining from acting, under this §5 Agreement in accordance with a request of the Majority Lenders (or such other number or percentage of the Lenders as may be required by this Agreement)Banks, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders Banks and all future holders of the Syndicated Notes or of a Letter of Credit ParticipationParticipations. Notwithstanding the foregoing, nothing in this section 5.5 shall relieve the Agent of any liability resulting from the gross negligence or willful misconduct of the Agent, or otherwise affect any defense or other right that the Company or Hasbro SA may have as a result of any such gross negligence or willful misconduct.
Appears in 1 contract
Reliance by Issuer. The Fronting Bank and To the extent not inconsistent with Section 6.4, the Administrative Agent shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Fronting Bank or the Administrative Agent. The To the extent not inconsistent with this Credit Agreement, the Administrative Agent and the Fronting Bank shall be fully justified in failing or refusing to take any action under this §5 (other than the issuance of a Credit Agreement with respect to any Letter of Credit pursuant to a Letter of Credit Application and otherwise in accordance with the terms of this Agreement) unless it shall first have received such advice or concurrence of the Majority Required Lenders (or such other number or percentage of the Lenders as may be required by this Agreement) as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent and any Fronting Bank shall in all cases be fully protected by the Lenders in so acting, or in refraining from so acting, under this §5 Credit Agreement in accordance with a request of the Majority Lenders (or such other number or percentage of the Lenders as may be required by this Agreement)Required Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders and all future holders of the Revolving Credit Notes or of a Letter of Credit Participation.
Appears in 1 contract
Reliance by Issuer. The Fronting To the extent not inconsistent with Section 1.07(d), each Issuing Bank and the Agent shall be entitled to rely, and shall be fully protected in relying uponrelying, upon any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, email, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Fronting Bank or the Agentsuch Issuing Bank. The Agent and the Fronting Each Issuing Bank shall be fully justified in failing or refusing to take any action under this §5 (other than the issuance of a Letter of Credit pursuant to a Letter of Credit Application and otherwise in accordance with the terms of this Agreement) Agreement unless it shall first have received such advice or concurrence of the Majority Lenders (or such other number or percentage of the Lenders as may be required by this Agreement) as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Agent and any Fronting Each Issuing Bank shall in all cases be fully protected by the Lenders in acting, or in refraining from acting, under this §5 Agreement in accordance with a request of the Majority Lenders (or such other number or percentage of the Lenders as may be required by this Agreement)Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders and all future holders of the Notes or of a Letter of Credit Participation.
Appears in 1 contract
Samples: Secured Revolving Credit Agreement (California Steel Industries Inc)
Reliance by Issuer. The Fronting Bank and To the extent not inconsistent with Section 3.4, the Agent and London Branch shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Fronting Bank or the Agent. The Agent and the Fronting Bank London Branch shall be fully justified in failing or refusing to take any action under this §5 (other than the issuance of a Letter of Credit pursuant to a Letter of Credit Application and otherwise in accordance with the terms of this Agreement) Agreement unless it shall first have received such advice or concurrence of the Majority Lenders (or such other number or percentage of the Lenders as may be required by this Agreement) Revolver Banks as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders Revolver Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Agent and any Fronting Bank shall in all cases be fully protected by the Lenders in acting, or in refraining from acting, under this §5 Agreement in accordance with a request of the Majority Lenders (or such other number or percentage of the Lenders as may be required by this Agreement)Revolver Banks, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders Banks and all future holders of the Revolver Notes or of a Letter of Credit Participation or a Tender Guaranty Participation.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Trico Marine Services Inc)
Reliance by Issuer. The To the extent not inconsistent with §3.4, the Agent and any Fronting Bank and the Agent shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Fronting Bank or the Agent. The Agent and the any Fronting Bank shall be fully justified in failing or refusing to take any action under this §5 3 (other than the issuance of a Letter of Credit pursuant to a Letter of Credit Application and otherwise in accordance with the terms of this Agreement) unless it shall first have received such advice or concurrence of the Majority Lenders Banks (or such other number or percentage of the Lenders Banks as may be required by this Agreement) as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Agent and any Fronting Bank shall in all cases be fully protected by the Lenders Banks in acting, or in refraining from acting, under this §5 3 in accordance with a request of the Majority Lenders Banks (or such other number or percentage of the Lenders Banks as may be required by this Agreement), and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders Banks and all future holders of the Notes or of a Letter of Credit Participation.
Appears in 1 contract
Reliance by Issuer. The Fronting Bank and To the extent not inconsistent with ss.4.4, the Facility Agent shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Fronting Bank or the AgentFacility Agent in good faith. The Facility Agent and the Fronting Bank shall be fully justified in failing or refusing to take any action under this §5 (other than the issuance of a Letter of Credit pursuant to a Letter of Credit Application and otherwise in accordance with the terms of this Agreement) Agreement unless it shall first have received such advice or concurrence of the Majority Lenders (or such other number or percentage of the Lenders as may be required by this Agreement) as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Facility Agent and any Fronting Bank shall in all cases be fully protected by the Lenders in acting, or in refraining from acting, under this §5 Agreement in accordance with a request of the Majority Lenders (or such other number or percentage of the Lenders all Lenders, as may be required by this Agreement)applicable, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders and all future holders of the Revolving Credit Notes or of a Letter of Credit Participation.
Appears in 1 contract
Samples: Revolving Credit Agreement (Sassco Fashions LTD /De/)
Reliance by Issuer. The Fronting To the extent not inconsistent with ss.3.4, the Issuing Bank and the Agent shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document reasonably believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Fronting Bank or the AgentIssuing Bank. The Agent and the Fronting Issuing Bank shall be fully justified in failing or refusing to take any action under this §5 (other than the issuance of a Letter of Credit pursuant to a Letter of Credit Application and otherwise in accordance with the terms of this Agreement) Agreement unless it shall first have received such advice or concurrence of the Majority Required Revolving Credit Lenders (or such other number or percentage of the Lenders as may be required by this Agreement) as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Revolving Credit Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Agent and any Fronting Issuing Bank shall in all cases be fully protected by the Lenders in acting, or in refraining from acting, under this §5 Agreement in accordance with a request of the Majority Lenders (or such other number or percentage of the Lenders as may be required by this Agreement)Required Revolving Credit Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Revolving Credit Lenders and all future holders of the Notes or of a Letter of Credit Participation.
Appears in 1 contract
Reliance by Issuer. The Fronting To the extent not inconsistent with §4.4, the Issuing Bank and the Agent shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Fronting Bank or the AgentIssuing Bank. The Agent and the Fronting Issuing Bank shall be fully justified in failing or refusing to take any action under this §5 (other than the issuance of a Letter of Credit pursuant to a Letter of Credit Application and otherwise in accordance with the terms of this Agreement) Agreement unless it shall first have received such advice or concurrence of the Majority Lenders (or such other number or percentage of the Lenders as may be required by this Agreement) Banks as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Agent and any Fronting Issuing Bank shall in all cases be fully protected by the Lenders in acting, or in refraining from acting, under this §5 Credit Agreement in accordance with a request of the Majority Lenders (or such other number or percentage of the Lenders as may be required by this Agreement)Banks, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders Banks and all future holders of the Revolving Credit Notes or of a Letter of Credit Participation.
Appears in 1 contract
Reliance by Issuer. The Fronting To the extent not inconsistent with ss.4.4, ------------------ the Issuing Bank and the Agent shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Fronting Bank or the AgentIssuing Bank. The Agent and the Fronting Issuing Bank shall be fully justified in failing or refusing to take any action under this §5 (other than the issuance of a Letter of Credit pursuant to a Letter of Credit Application and otherwise in accordance with the terms of this Agreement) Agreement unless it shall first have received such advice or concurrence of the Majority Lenders (or such other number or percentage of the Lenders as may be required by this Agreement) Banks as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Agent and any Fronting Issuing Bank shall in all cases be fully protected by the Lenders in acting, or in refraining from acting, under this §5 Agreement in accordance with a request of the Majority Lenders (or such other number or percentage of the Lenders as may be required by this Agreement)Banks, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders Banks and all future holders of the Revolving Credit Notes or of a Letter of Credit Participation.
Appears in 1 contract
Reliance by Issuer. The To the extent not inconsistent with §4.4, the Fronting Bank and the Agent shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex telex, electronic mail or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and and, if the Fronting Bank shall determine that such advice is reasonably necessary, upon advice and statements of legal counsel, independent accountants and other experts selected by the Fronting Bank or the AgentBank. The Agent and the Fronting Bank shall be fully justified in failing or refusing to take any action under this §5 (other than the issuance of a Letter of Credit pursuant to a Letter of Credit Application and otherwise in accordance with the terms of this Agreement) Agreement unless it shall first have received such advice or concurrence of the Majority Required Lenders (or such other number or percentage of the Lenders as may be required by this Agreement) as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Agent and any Fronting Bank shall in all cases be fully protected by the Lenders in acting, or in refraining from acting, under this §5 Credit Agreement in accordance with a request of the Majority Lenders (or such other number or percentage of the Lenders as may be required by this Agreement)Required Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders and all future holders of the Notes or of a Letter of Credit Participation.
Appears in 1 contract
Reliance by Issuer. The Fronting Bank and To the Agent extent not inconsistent with Section 4.4, the Issuing Lender shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Fronting Bank or the AgentIssuing Lender. The Agent and the Fronting Bank Issuing Lender shall be fully justified in failing or refusing to take any action under this §5 (other than the issuance of a Letter of Credit pursuant to a Letter of Credit Application and otherwise in accordance with the terms of this Agreement) Agreement unless it shall first have received such advice or concurrence of the Majority Required Lenders (or such other number or percentage of the Lenders as may be required by this Agreement) as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Agent and any Fronting Bank Issuing Lender shall in all cases be fully protected by the Lenders in acting, or in refraining from acting, under this §5 Credit Agreement in accordance with a request of the Majority Lenders (or such other number or percentage of the Lenders as may be required by this Agreement)Required Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders and all future holders of the Revolving Credit A Notes or of a Letter of Credit Participation.
Appears in 1 contract
Samples: Multicurrency Revolving Credit Agreement (Lexmark International Inc /Ky/)
Reliance by Issuer. The Fronting To the extent not inconsistent with ss.4.4, the Issuing Bank and the Administrative Agent shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it such Person to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Fronting Issuing Bank or the Administrative Agent. The Agent Each of the Issuing Bank and the Fronting Bank Administrative Agent shall be fully justified in failing or refusing to take any action under this §5 (other than the issuance of a Letter of Credit pursuant to a Letter of Credit Application and otherwise in accordance with the terms of this Agreement) Agreement unless it shall first have received such advice or concurrence of the Majority Lenders (or such other number or percentage of the Required Lenders as may be required by this Agreement) as it they reasonably deems deem appropriate or it shall first be indemnified to its reasonable satisfaction by the other Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Issuing Bank and the Administrative Agent and any Fronting Bank shall in all cases be fully protected by the Lenders in acting, or in refraining from acting, under this §5 Credit Agreement in accordance with a request of the Majority Lenders (or such other number or percentage of the Lenders as may be required by this Agreement)Required Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders and all future holders of the Revolving Notes or of a Letter of Credit Participation.
Appears in 1 contract
Samples: Revolving Credit Agreement (Quaker Fabric Corp /De/)
Reliance by Issuer. The Fronting Bank and To the extent not inconsistent with Section 2.4, the Administrative Agent shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Fronting Bank or the Administrative Agent. The Administrative Agent and the Fronting Bank shall be fully justified in failing or refusing to take any action under this §5 (other than the issuance of a Letter of Credit pursuant to a Letter of Credit Application Reimbursement and otherwise in accordance with the terms of this Agreement) Pledge Agreement unless it shall first have received such advice or concurrence of the Majority Required Lenders (or such other number or percentage of the Lenders as may be required by this Agreement) as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent and any Fronting Bank shall in all cases be fully protected by the Lenders in acting, or in refraining from acting, under this §5 Reimbursement and Pledge Agreement in accordance with a request of the Majority Lenders (or such other number or percentage of the Lenders as may be required by this Agreement)Required Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders and all future holders of the Notes or of a Letter of Credit Participation.
Appears in 1 contract
Samples: Credit Reimbursement and Pledge Agreement (Montpelier Re Holdings LTD)
Reliance by Issuer. The Fronting Bank and To the extent not inconsistent with ss.4.4, the Administrative Agent shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Fronting Bank or the Administrative Agent. The Administrative Agent and the Fronting Bank shall be fully justified in failing or refusing to take any action under this §5 (other than the issuance of a Letter of Credit pursuant to a Letter of Credit Application and otherwise in accordance with the terms of this Agreement) Agreement unless it shall first have received such advice or concurrence of the Majority Required Lenders (or such other number or percentage of the Lenders as may be required by this Agreement) as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent and any Fronting Bank shall in all cases be fully protected by the Lenders in acting, or in refraining from acting, under this §5 Credit Agreement in accordance with a request of the Majority Lenders (or such other number or percentage of the Lenders as may be required by this Agreement)Required Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders and all future holders of the Revolving Credit Notes or of a Letter of Credit Participation.
Appears in 1 contract
Reliance by Issuer. The Fronting Bank and To the extent not inconsistent with ss.4.4, the ------------------ Agent shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Fronting Bank or the Agent. The Agent shall not be required to take any discretionary action under this Credit Agreement (and the Fronting Bank shall be fully justified protected in failing acting or refusing to take any action under this §5 (other than the issuance of a Letter of Credit pursuant to a Letter of Credit Application and otherwise in accordance with the terms of this Agreementrefraining from acting) unless it shall first have received such advice or concurrence of the Majority Lenders (or such other number or percentage of the Lenders as may be required by this Agreement) Banks as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action; provided that nothing in this -------- ss.4.5 shall require the Agent to obtain the consent of the Majority Banks before taking any action with respect to a Letter of Credit. The Agent and any Fronting Bank shall in all cases be fully protected by the Lenders in acting, or in refraining from acting, under this §5 Credit Agreement in accordance with a request of the Majority Lenders (or such other number or percentage of the Lenders as may be required by this Agreement)Banks, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders Banks and all future holders of the Revolving Credit Notes or of a Letter of Credit Participation.
Appears in 1 contract
Reliance by Issuer. The Fronting Bank To the extent not inconsistent with 4.4, the Issuing Lender and the Administrative Agent shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it such Person to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Fronting Bank Issuing Lender or the Administrative Agent. The Agent Each of the Issuing Lender and the Fronting Bank Administrative Agent shall be fully justified in failing or refusing to take any action under this §5 (other than the issuance of a Letter of Credit pursuant to a Letter of Credit Application and otherwise in accordance with the terms of this Agreement) Agreement unless it shall first have received such advice or concurrence of the Majority Lenders (or such other number or percentage of the Required Lenders as may be required by this Agreement) as it they reasonably deems deem appropriate or it shall first be indemnified to its reasonable satisfaction by the other Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Issuing Lender and the Administrative Agent and any Fronting Bank shall in all cases be fully protected by the Lenders in acting, or in refraining from acting, under this §5 Credit Agreement in accordance with a request of the Majority Lenders (or such other number or percentage of the Lenders as may be required by this Agreement)Required Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders and all future holders of the Revolving Credit Notes or of a Letter of Credit Participation.
Appears in 1 contract
Reliance by Issuer. The Fronting Bank and To the extent not inconsistent with ss.4.4, the Agent shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Fronting Bank or the Agent. The As between the Agent and the Fronting Bank Banks, the Agent shall be fully justified in failing or refusing to take any action under this §5 (other than the issuance of a Letter of Credit pursuant to a Letter of Credit Application and otherwise in accordance with the terms of this Agreement) Agreement unless it shall first have received such advice or concurrence of the Majority Lenders (or such other number or percentage of the Lenders as may be required by this Agreement) Banks as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The As between the Agent and any Fronting Bank the Banks, the Agent shall in all cases be fully protected by the Lenders in acting, or in refraining from acting, under this §5 Credit Agreement in accordance with a request of the Majority Lenders (or such other number or percentage of the Lenders as may be required by this Agreement)Banks, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders Banks and all future holders of the Revolving Credit Notes or of a Letter of Credit Participation.
Appears in 1 contract
Reliance by Issuer. The Fronting Bank and To the extent not inconsistent with ss.5.4, the Administrative Agent shall be entitled to tO rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Fronting Bank or the Administrative Agent. The Administrative Agent and the Fronting Bank shall be fully justified in failing or refusing to take any action under this §5 (other than the issuance of a Letter of Credit pursuant to a Letter of Credit Application and otherwise in accordance with the terms of this Agreement) Agreement unless it shall first have received such advice or concurrence of the Majority Required Lenders (or such other number or percentage of the Lenders as may be required by this Agreement) as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent and any Fronting Bank shall in all cases be fully protected by the Lenders in acting, or in refraining from acting, under this §5 Credit Agreement in accordance with a request of the Majority Lenders (or such other number or percentage of the Lenders as may be required by this Agreement)Required Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders and all future holders of the Revolving Credit Notes or of a Letter of Credit Participation.
Appears in 1 contract
Samples: Credit and Term Loan Agreement (Furrs Restaurant Group Inc)
Reliance by Issuer. The Fronting Bank and To the extent not inconsistent with ss.4.5, the Administrative Agent or any other issuing Lender having the rights of the Administrative Agent pursuant to ss.4.1(f) hereof shall be entitled to rely, and shall be fully protected in relying upon, any Letter of CreditCredit Instrument, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Fronting Bank or the Administrative Agent. The Administrative Agent and the Fronting Bank shall be fully justified in failing or refusing to take any action under this §5 (other than the issuance of a Letter of Credit pursuant to a Letter of Credit Application and otherwise in accordance with the terms of this Agreement) Agreement unless it shall first have received such advice or concurrence of the Majority Lenders (or such other number or percentage of the Lenders as may be required by this Agreement) as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent and any Fronting Bank shall in all cases be fully protected by the Lenders in acting, or in refraining from acting, under this §5 Credit Agreement in accordance with a request of the Majority Lenders (or such other number or percentage of the Lenders as may be required by this Agreement)Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders and all future holders of the Revolving Credit Notes or of a Letter of Credit Instrument Participation.
Appears in 1 contract
Samples: Credit Agreement (Starter Corp)
Reliance by Issuer. The Fronting Bank and To the extent not inconsistent with Section 2A.4, the Administrative Agent shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Fronting Bank or the Administrative Agent. The Administrative Agent and the Fronting Bank shall be fully justified in failing or refusing to take any action under this §5 (other than the issuance of a Letter of Credit pursuant to a Letter of Credit Application and otherwise in accordance with the terms of this Agreement) Agreement unless it shall first have received such advice or concurrence of the Majority Lenders (or such other number or percentage of the Lenders as may be required by this Agreement) Banks as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent and any Fronting Bank shall in all cases be fully protected by the Lenders in acting, or in refraining from acting, under this §5 Credit Agreement in accordance with a request of the Majority Lenders (or such other number or percentage of the Lenders as may be required by this Agreement)Banks, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders Banks and all future holders of the Notes or of a Letter of Credit Participation.
Appears in 1 contract
Samples: Revolving Credit Agreement (Telephone & Data Systems Inc /De/)
Reliance by Issuer. The Fronting Bank and To the extent not inconsistent with Section 5.4 above, the Administrative Agent shall be entitled to rely, and shall be fully protected in relying upon, (a) any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons Persons, and upon (b) any advice and statements of legal counsel, independent accountants and other experts selected by the Fronting Bank or the AgentAdministrative Agent with due care. The Administrative Agent and the Fronting Bank shall be fully justified in failing or refusing to take any action under this §5 (other than the issuance of a Letter of Credit pursuant to a Letter of Credit Application and otherwise in accordance with the terms of this Agreement) Agreement unless it shall first have received such advice or concurrence of the Majority Lenders (or such other number or percentage of the Lenders as may be required by this Agreement) Banks as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent and any Fronting Bank shall in all cases be fully protected by the Lenders in acting, or in refraining from acting, under this §5 Agreement in accordance with a request of the Majority Lenders (or such other number or percentage of the Lenders as may be required by this Agreement)Banks, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders Banks and all future holders of the Revolving Credit Notes or of a Letter of Credit Participation. 5.5.
Appears in 1 contract
Reliance by Issuer. The Fronting To the extent not inconsistent with ss.3.4, each Issuing Bank and the Agent shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Fronting Bank or the Agentsuch Issuing Bank. The Agent and the Fronting Each Issuing Bank shall be fully justified in failing or refusing to take any action under this §5 (other than the issuance of a Letter of Credit pursuant to a Letter of Credit Application and otherwise in accordance with the terms of this Agreement) Agreement unless it shall first have received such advice or concurrence of the Majority Lenders (or such other number or percentage of the Lenders as may be required by this Agreement) Banks as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Agent and any Fronting Each Issuing Bank shall in all cases be fully protected by the Lenders in acting, or in refraining from acting, under this §5 Credit Agreement in accordance with a request of the Majority Lenders (or such other number or percentage of the Lenders as may be required by this Agreement)Banks, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders Banks and all future holders of the Revolving Credit Notes or of a Letter of Credit Participation.
Appears in 1 contract
Reliance by Issuer. The Fronting To the extent not inconsistent with §4.4, the Issuing Bank and the Administrative Agent shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it such Person to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Fronting Issuing Bank or the Administrative Agent. The Agent Each of the Issuing Bank and the Fronting Bank Administrative Agent shall be fully justified in failing or refusing to take any action under this §5 (other than the issuance of a Letter of Credit pursuant to a Letter of Credit Application and otherwise in accordance with the terms of this Agreement) Agreement unless it shall first have received such advice or concurrence of the Majority Lenders (or such other number or percentage of the Required Lenders as may be required by this Agreement) as it they reasonably deems deem appropriate or it shall first be indemnified to its reasonable satisfaction by the other Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Issuing Bank and the Administrative Agent and any Fronting Bank shall in all cases be fully protected by the Lenders in acting, or in refraining from acting, under this §5 Credit Agreement in accordance with a request of the Majority Lenders (or such other number or percentage of the Lenders as may be required by this Agreement)Required Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders and all future holders of the Revolving Notes or of a Letter of Credit Participation.
Appears in 1 contract
Samples: Revolving Credit and Term Loan (Quaker Fabric Corp /De/)
Reliance by Issuer. The Fronting Bank and To the extent not inconsistent with Section 5.4 above, the Administrative Agent shall be entitled to rely, and shall be fully protected in relying upon, (a) any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons Persons, and upon (b) any advice and statements of legal counsel, independent accountants and other experts selected by the Fronting Bank or the AgentAdministrative Agent with due care. The Administrative Agent and the Fronting Bank shall be fully justified in failing or refusing to take any action under this §5 (other than the issuance of a Letter of Credit pursuant to a Letter of Credit Application and otherwise in accordance with the terms of this Agreement) Agreement unless it shall first have received such advice or concurrence of the Majority Lenders (or such other number or percentage of the Lenders as may be required by this Agreement) Banks as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent and any Fronting Bank shall in all cases be fully protected by the Lenders in acting, or in refraining from acting, under this §5 Agreement in accordance with a request of the Majority Lenders (or such other number or percentage of the Lenders as may be required by this Agreement)Banks, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders Banks and all future holders of the Revolving Credit Notes or of a Letter of Credit Participation.
Appears in 1 contract
Reliance by Issuer. The Fronting Bank and To the extent not inconsistent with -------- -- ------ (S)2A.4 (except the first two sentences thereof), the Agent shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Fronting Bank or the Agent. The Agent and the Fronting Bank shall be fully justified in failing or refusing to take any action under this §5 (other than the issuance of a Letter of Credit pursuant to a Letter of Credit Application and otherwise in accordance with the terms of this Agreement) Agreement unless it shall first have received such advice or concurrence of the Majority Lenders (or such other number or percentage of the Lenders as may be required by this Agreement) Banks as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Agent and any Fronting Bank shall in all cases be fully protected by the Lenders in acting, or in refraining from acting, under this §5 Agreement in accordance with a request of the Majority Lenders (or such other number or percentage of the Lenders as may be required by this Agreement)Banks, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders Banks and all future holders of the Notes or of a Letter of Credit Participation.
Appears in 1 contract
Samples: Credit and Term Loan Agreement (Sterling Commerce Inc)
Reliance by Issuer. The To the extent not inconsistent with Section 3.4, the Agent and any Fronting Bank and the Agent shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Fronting Bank or the Agent. The Agent and the any Fronting Bank shall be fully justified in failing or refusing to take any action under this §5 Section 3 (other than the issuance of a Letter of Credit pursuant to a Letter of Credit Application and otherwise in accordance with the terms of this Agreement) unless it shall first have received such advice or concurrence of the Majority Lenders Banks (or such other number or percentage of the Lenders Banks as may be required by this Agreement) as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Agent and any Fronting Bank shall in all cases be fully protected by the Lenders Banks in acting, or in refraining from acting, under this §5 Section 3 in accordance with a request of the Majority Lenders (or Banks(or such other number or percentage of the Lenders Banks as may be required by this Agreement), and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders Banks and all future holders of the Notes or of a Letter of Credit Participation.
Appears in 1 contract
Reliance by Issuer. The To the extent not inconsistent with (S)2A.4, ------------------ the Agent and any Fronting Bank and the Agent shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Fronting Bank or the Agent. The Agent and the any Fronting Bank shall be fully justified in failing or refusing to take any action under this §5 (other than the issuance of a Letter of Credit pursuant to a Letter of Credit Application and otherwise in accordance with the terms of this Agreement) S)2A unless it shall first have received such advice or concurrence of the Majority Lenders (or such other number or percentage of the Lenders as may be required by this Agreement) Banks as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Agent and any Fronting Bank shall in all cases be fully protected by the Lenders Banks in acting, or in refraining from acting, under this §5 (S)2A in accordance with a request of the Majority Lenders (or such other number or percentage of the Lenders as may be required by this Agreement)Banks, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders Banks and all future holders of the Notes or of a Letter of Credit Participation.
Appears in 1 contract
Reliance by Issuer. The Fronting To the extent not inconsistent with Section 4.4, any Letter of Credit Bank and the Agent shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Fronting Bank or the Agentsuch Letter of Credit Bank. The Agent and the Fronting Bank Letter of Credit Banks shall be fully justified in failing or refusing to take any action under this §5 (other than the issuance of a Letter of Credit pursuant to a Letter of Credit Application and otherwise in accordance with the terms of this Agreement) Agreement unless it shall first have received such advice or concurrence of the Majority Lenders (or such other number or percentage of the Lenders as may be required by this Agreement) Banks as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Agent and any Fronting Each Letter of Credit Bank shall in all cases be fully 50 -42- protected by the Lenders in acting, or in refraining from acting, under this §5 Credit Agreement in accordance with a request of the Majority Lenders (or such other number or percentage of the Lenders as may be required by this Agreement)Banks, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders Banks and all future holders of the Notes or of a Letter of Credit Participation.
Appears in 1 contract
Reliance by Issuer. The To the extent not inconsistent with §3.4, the Agent and any Fronting Bank and the Agent shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Fronting Bank or the Agent. The Agent and the any Fronting Bank shall be fully justified in failing or refusing to take any action under this §5 3 (other than the issuance of a Letter of Credit pursuant to a Letter of Credit Application and otherwise in accordance with the terms of this Agreement) unless it shall first have received such advice or concurrence of the Majority Lenders Required Banks (or such other number or percentage of the Lenders Banks as may be required by this Agreement) as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Agent and any Fronting Bank shall in all cases be fully protected by the Lenders Banks in acting, or in refraining from acting, under this §5 3 in accordance with a request of the Majority Lenders Required Banks (or such other number or percentage of the Lenders Banks as may be required by this Agreement), and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders Banks and all future holders of the Notes or of a Letter of Credit Participation.
Appears in 1 contract
Reliance by Issuer. The Fronting Bank and To the extent not inconsistent with ss.4.5, the Administrative Agent or any other issuing Lender having the rights of the Administrative Agent pursuant to ss.4.1(f) hereof shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Fronting Bank or the Administrative Agent. The Administrative Agent and the Fronting Bank shall be fully justified in failing or refusing to take any action under this §5 (other than the issuance of a Letter of Credit pursuant to a Letter of Credit Application and otherwise in accordance with the terms of this Agreement) Agreement unless it shall first have received such advice or concurrence of the Majority Lenders (or such other number or percentage of the Lenders as may be required by this Agreement) as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent and any Fronting Bank shall in all cases be fully protected by the Lenders in acting, or in refraining from acting, under this §5 Credit Agreement in accordance with a request of the Majority Lenders (or such other number or percentage of the Lenders as may be required by this Agreement)Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders and all future holders of the Revolving Credit Notes or of a Letter of Credit Participation.
Appears in 1 contract
Samples: Credit Agreement (Starter Corp)
Reliance by Issuer. The Fronting Bank and To the Agent extent not inconsistent with Section 3.4, the Issuing Lender shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Fronting Bank or the AgentIssuing Lender. The Agent and the Fronting Bank Issuing Lender shall be fully justified in failing or refusing to take any action under this §5 (other than the issuance of a Letter of Credit pursuant to a Letter of Credit Application and otherwise in accordance with the terms of this Agreement) Agreement unless it shall first have received such advice or concurrence of the Majority Required Lenders (or such other number or percentage of the Lenders as may be required by this Agreement) as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Agent and any Fronting Bank Issuing Lender shall in all cases be fully protected by the Lenders in acting, or in refraining from acting, under this §5 Agreement in accordance with a request of the Majority Lenders (or such other number or percentage of the Lenders as may be required by this Agreement)Required Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders and all future holders of the Notes Loans or of a Letter of Credit ParticipationParticipations.
Appears in 1 contract
Reliance by Issuer. The To the extent not inconsistent with Section 4.4, the Fronting Bank and the Agent shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex telex, electronic mail or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and and, if the Fronting Bank shall determine that such advice is reasonably necessary, upon advice and statements of legal counsel, independent accountants and other experts selected by the Fronting Bank or the AgentBank. The Agent and the Fronting Bank shall be fully justified in failing or refusing to take any action under this §5 (other than the issuance of a Letter of Credit pursuant to a Letter of Credit Application and otherwise in accordance with the terms of this Agreement) Agreement unless it shall first have received such advice or concurrence of the Majority Required Lenders (or such other number or percentage of the Lenders as may be required by this Agreement) as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Agent and any Fronting Bank shall in all cases be fully protected by the Lenders in acting, or in refraining from acting, under this §5 Credit Agreement in accordance with a request of the Majority Lenders (or such other number or percentage of the Lenders as may be required by this Agreement)Required Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders and all future holders of the Notes or of a Letter of Credit Participation.
Appears in 1 contract
Reliance by Issuer. The Fronting Bank and To the extent not inconsistent with Section 6.4, the Agent shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Fronting Bank or the Agent. The Agent and the Fronting Bank shall be fully justified in failing or refusing to take any action under this §5 (other than the issuance of a Letter of Credit pursuant to a Letter of Credit Application and otherwise in accordance with the terms of this Agreement) Agreement unless it shall first have received such advice or concurrence of the Majority Lenders (or such other number or percentage of the Lenders as may be or, if so required by this Credit Agreement, all of the Lenders) as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the U.S. Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Agent and any Fronting Bank shall in all cases be fully protected by the Lenders in acting, or in refraining from 48 -41- acting, under this §5 Agreement in accordance with a request of the Majority Lenders (or such other number or percentage of the Lenders as may be or, if so required by this Credit Agreement, all of the Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders and all future holders of the Notes or of a Letter of Credit Participation.
Appears in 1 contract
Reliance by Issuer. The Fronting To the extent not inconsistent with Section 3.4, the Issuing Bank and the Agent shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Fronting Bank or the AgentIssuing Bank. The Agent and the Fronting Issuing Bank shall be fully justified in failing or refusing to take any action under this §5 (other than the issuance of a Letter of Credit pursuant to a Letter of Credit Application and otherwise in accordance with the terms of this Agreement) Agreement unless it shall first have received such advice or concurrence of the Majority Required Lenders (or such other number or percentage of the Lenders as may be required by this Agreement) as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Agent and any Fronting Issuing Bank shall in all cases be fully protected by the Lenders in acting, or in refraining from acting, under this §5 Credit Agreement in accordance with a request of the Majority Lenders (or such other number or percentage of the Lenders as may be required by this Agreement)Required Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders and all future holders of the Revolving Credit Notes or of a Letter of Credit Participation.
Appears in 1 contract
Reliance by Issuer. The Fronting To the extent not inconsistent with (S)4.4, the Issuing Bank and the Agent shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Fronting Bank or the AgentIssuing Bank. The Agent and the Fronting Issuing Bank shall be fully justified in failing or refusing to take any action under this §5 (other than the issuance of a Letter of Credit pursuant to a Letter of Credit Application and otherwise in accordance with the terms of this Agreement) Agreement unless it shall first have received such advice or concurrence of the Majority Lenders (or such other number or percentage of the Lenders as may be required by this Agreement) as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Agent and any Fronting Issuing Bank shall in all cases be fully protected by the Lenders in acting, or in refraining from acting, under this §5 Agreement in accordance with a request of the Majority Lenders (or such other number or percentage of the Lenders as may be required by this Agreement)Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders and all future holders of the Revolving Credit Notes or of a any Letter of Credit Participation.
Appears in 1 contract
Samples: Revolving Credit Agreement (Blue Steel Capital Corp)
Reliance by Issuer. The Fronting To the extent not inconsistent with Section 5.4, the Issuing Bank and the Agent shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Fronting Bank or the AgentIssuing Bank. The Agent and the Fronting Issuing Bank shall be fully justified in failing or refusing to take any action under this §5 (other than the issuance of a Letter of Credit pursuant to a Letter of Credit Application and otherwise in accordance with the terms of this Agreement) Agreement unless it shall first have received such advice or concurrence of the Majority Lenders (or such other number or percentage of the Lenders as may be required by this Agreement) Banks as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Agent and any Fronting Issuing Bank shall in all cases be fully protected by the Lenders in acting, or in refraining from acting, under this §5 Agreement in accordance with a request of the Majority Lenders (or such other number or percentage of the Lenders as may be required by this Agreement)Banks, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders Banks and all future holders of the Notes Revolving Credit Notes, the Swingline Note or of a Letter of Credit Participation.
Appears in 1 contract
Reliance by Issuer. The Fronting Bank and To the extent not inconsistent with ss.4.4, the Administrative Agent shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Fronting Bank or the Administrative Agent. The Administrative Agent and the Fronting Bank shall be fully justified in failing or refusing to take any action under this §5 (other than the issuance of a Letter of Credit pursuant to a Letter of Credit Application and otherwise in accordance with the terms of this Agreement) Agreement unless it shall first have received such advice or concurrence of the Majority Required Lenders (or such other number or percentage of the Lenders as may be required by this Agreement) as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Revolving Credit Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent and any Fronting Bank shall in all cases be fully protected by the Lenders in acting, or in refraining from acting, under this §5 Credit Agreement in accordance with a request of the Majority Lenders (or such other number or percentage of the Lenders as may be required by this Agreement)Required Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Revolving Credit Lenders and all future holders of the Notes Revolving Credit Loans or of a Letter of Credit ParticipationParticipations.
Appears in 1 contract
Reliance by Issuer. The Fronting Bank and To the extent not inconsistent with Section 4.4, the Agent shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Fronting Bank or the Agent. The Agent and the Fronting Bank shall be fully justified in failing or refusing to take any action under this §5 (other than the issuance of a Letter of Credit pursuant to a Letter of Credit Application and otherwise in accordance with the terms of this Agreement) Agreement unless it shall first have received such advice or concurrence of the Majority Lenders (or such other number or percentage of the Lenders as may be or, if so required by this Credit Agreement, all of the Lenders) as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Agent and any Fronting Bank shall in all cases be fully protected by the Lenders in acting, or in refraining from acting, under this §5 Agreement in accordance with a request of the Majority Lenders (or such other number or percentage of the Lenders as may be or, if so required by this Credit Agreement, all of the Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders and all future holders of the Notes or of a Letter of Credit Participation.
Appears in 1 contract
Reliance by Issuer. The Fronting To the extent not inconsistent with Section 4.4, each Issuing Bank and the Agent shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Fronting Bank or the Agentsuch Issuing Bank. The Agent and the Fronting Each Issuing Bank shall be fully justified in failing or refusing to take any action under this §5 (other than the issuance of a Letter of Credit pursuant to a Letter of Credit Application and otherwise in accordance with the terms of this Agreement) Agreement unless it shall first have received such advice or concurrence of the Majority Required Revolving Lenders (or such other number or percentage of the Lenders as may be required by this Agreement) as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Agent and any Fronting Each Issuing Bank shall in all cases be fully protected by the Lenders in acting, or in refraining from acting, under this §5 Credit Agreement in accordance with a request of the Majority Lenders (or such other number or percentage of the Lenders as may be required by this Agreement)Required Revolving Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders and all future holders of the Notes or of a Letter of Credit Participation.
Appears in 1 contract
Samples: Multicurrency Revolving Credit Agreement (Borders Group Inc)
Reliance by Issuer. The Fronting To the extent not inconsistent with (S)5.4, ------------------ the Issuing Bank and the Agent shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Fronting Bank or the AgentIssuing Bank. The Agent and the Fronting Issuing Bank shall be fully justified in failing or refusing to take any action under this §5 (other than the issuance of a Letter of Credit pursuant to a Letter of Credit Application and otherwise in accordance with the terms of this Agreement) Agreement unless it shall first have received such advice or concurrence of the Majority Lenders (or such other number or percentage of the Lenders as may be required by this Agreement) Banks as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders US Revolving Credit Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Agent and any Fronting Issuing Bank shall in all cases be fully protected by the Lenders in acting, or in refraining from acting, under this §5 Credit Agreement in accordance with a request of the Majority Lenders (or such other number or percentage US Revolving Credit Banks, holding 51% of the Lenders as may be required by this Agreement), Total US Commitment and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders US Revolving Credit Banks and all future holders of the US Revolving Credit Notes or of a Letter of Credit Participation.
Appears in 1 contract
Samples: Credit and Term Loan Agreement (Genesee & Wyoming Inc)
Reliance by Issuer. The Fronting To the extent not inconsistent with ss.4.4, the Issuing Bank and the Agent shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Fronting Issuing Bank or and the Agent. The Agent Issuing Bank and the Fronting Bank Agent shall be fully justified in failing or refusing to take any action under this §5 (other than the issuance of a Letter of Credit pursuant to a Letter of Credit Application and otherwise in accordance with the terms of this Agreement) Agreement unless it shall first have received such advice or concurrence of the Majority Lenders (or such other number or percentage of the Lenders as may be required by this Agreement) as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Issuing Bank and the Agent and any Fronting Bank shall in all cases be fully protected by the Lenders in acting, or in refraining from acting, under this §5 Credit Agreement in accordance with a request of the Majority Lenders (or such other number or percentage of the Lenders as may be required by this Agreement)Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders and all future holders of the Notes or of a Letter of Credit Participation.
Appears in 1 contract
Reliance by Issuer. The Fronting Bank and To the Agent extent not inconsistent with (Section)5.4, the Issuing Lender shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it (in the absence of its gross negligence or willful misconduct) to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Fronting Bank or the AgentIssuing Lender. The Agent and the Fronting Bank Issuing Lender shall be fully justified in failing or refusing to take any action under this §5 (other than the issuance of a Letter of Credit pursuant to a Letter of Credit Application and otherwise in accordance with the terms of this Agreement) Agreement unless it shall first have received such advice or concurrence of the Majority Required Lenders (or such other number or percentage of the Lenders as may be required by this Agreement) as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Agent and any Fronting Bank Issuing Lender shall in all cases be fully protected by the Lenders in acting, or in refraining from acting, under this §5 Credit Agreement in accordance with a request of the Majority Required Lenders (or such other number or percentage of the Lenders as may be required by this Agreement), and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders and all future holders of the Revolving Credit Notes or of a Letter of Credit Participation.
Appears in 1 contract
Samples: Credit and Term Loan Agreement (Genesee & Wyoming Inc)
Reliance by Issuer. The Fronting Bank and To the extent not inconsistent with §5.4, the Administrative Agent shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Fronting Bank or the Administrative Agent. The Administrative Agent and the Fronting Bank shall be fully justified in failing or refusing to take any action under this §5 (other than the issuance of a Letter of Credit pursuant to a Letter of Credit Application and otherwise in accordance with the terms of this Agreement) Agreement unless it shall first have received such advice or concurrence of the Majority Required Lenders (or such other number or percentage of the Lenders as may be required by this Agreement) as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Revolving Credit Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent and any Fronting Bank shall in all cases be fully protected by the Lenders in acting, or in refraining from acting, under this §5 Credit Agreement in accordance with a request of the Majority Lenders (or such other number or percentage of the Lenders as may be required by this Agreement)Required Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Revolving Credit Lenders and all future holders of the Revolving Credit Notes or of a Letter of Credit Participation.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Emmis Operating Co)
Reliance by Issuer. The To the extent not inconsistent with [SECTION] 2A.4, the Agent and any Fronting Bank and the Agent shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Fronting Bank or the Agent. The Agent and the any Fronting Bank shall be fully justified in failing or refusing to take any action under this §5 (other than the issuance of a Letter of Credit pursuant to a Letter of Credit Application and otherwise in accordance with the terms of this Agreement) Agreement unless it shall first have received such advice or concurrence of the Majority Lenders (or such other number or percentage of the Lenders as may be required by this Agreement) Banks as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Agent and any Fronting Bank shall in all cases be fully protected by the Lenders Banks in acting, or in refraining from acting, under this §5 Agreement in accordance with a request of the Majority Lenders (or such other number or percentage of the Lenders as may be required by this Agreement)Banks, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders Banks and all future holders of the Notes or of a Letter of Credit Participation.
Appears in 1 contract
Samples: Revolving Credit Agreement (Bradley Real Estate Inc)
Reliance by Issuer. The Fronting To the extent not inconsistent with Section 4.4, the Issuing Bank (and Chase, with respect to the Agent Chase Letter of Credit) shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Fronting Issuing Bank (or Chase, in the Agentcase of the Chase Letter of Credit). The Agent Issuing Bank (and Chase, with respect to the Fronting Bank Chase Letter of Credit) shall be fully justified in failing or refusing to take any action under this §5 (other than the issuance of a Letter of Credit pursuant to a Letter of Credit Application and otherwise in accordance with the terms of this Agreement) Agreement unless it shall first have received such advice or concurrence of the Majority Lenders (or such other number or percentage of the Lenders as may be required by this Agreement) as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Agent Issuing Bank (and any Fronting Bank Chase, with respect to the Chase Letter of Credit) shall in all cases be fully protected by the Lenders in acting, or in refraining from acting, under this §5 Agreement in accordance with a request of the Majority Lenders (or such other number or percentage of the Lenders as may be required by this Agreement)Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders and all future holders of the Revolving Credit Notes or of a any Letter of Credit Participation.
Appears in 1 contract
Samples: Canadian Security Agreement (Republic Technologies International Holdings LLC)
Reliance by Issuer. The Fronting Bank To the extent not inconsistent with Section 4.4, ------------------ the Administrative Agent and the Agent Issuing Bank shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Fronting Bank Administrative Agent or the AgentIssuing Bank. The Administrative Agent and the Fronting Issuing Bank shall be fully justified in failing or refusing to take any action under this §5 (other than the issuance of a Letter of Credit pursuant to a Letter of Credit Application and otherwise in accordance with the terms of this Agreement) Agreement unless it shall first have received such advice or concurrence of the Majority Required Lenders (or such other number or percentage of the Lenders as may be required by this Agreement) as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent and any Fronting the Issuing Bank shall in all cases be fully protected by the Lenders in acting, or in refraining from acting, under this §5 Credit Agreement in accordance with a request of the Majority Lenders (or such other number or percentage of the Lenders as may be required by this Agreement)Required Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders and all future holders of the Revolving Credit Notes or of a Letter of Credit Participation.
Appears in 1 contract
Samples: Revolving Credit Agreement (Us Xpress Enterprises Inc)
Reliance by Issuer. The Fronting Bank and To the extent not inconsistent with (S)4.4, the ------------------ Letter of Credit Agent shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Fronting Bank or the Letter of Credit Agent. The Letter of Credit Agent and the Fronting Bank shall be fully justified in failing or refusing to take any action under this §5 (other than the issuance of a Letter of Credit pursuant to a Letter of Credit Application and otherwise in accordance with the terms of this Agreement) Agreement unless it shall first have received such advice or concurrence of the Majority Lenders (or such other number or percentage of the Lenders as may be required by this Agreement) Banks as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Letter of Credit Agent and any Fronting Bank shall in all cases be fully protected by the Lenders in acting, or in refraining from acting, under this §5 Credit Agreement in accordance with a request of the Majority Lenders (or such other number or percentage of the Lenders as may be required by this Agreement)Banks, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders Banks and all future holders of the Revolving Credit Notes or of a Letter of Credit Participation.
Appears in 1 contract
Samples: Revolving Credit Agreement (California Steel Industries Inc)
Reliance by Issuer. The To the extent not inconsistent with Section 3.4, the Agent and any Fronting Bank and the Agent shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Fronting Bank or the Agent. The Agent and the any Fronting Bank shall be fully justified in failing or refusing to take any action under this §5 Section 3 (other than the issuance of a Letter of Credit pursuant to a Letter of Credit Application and otherwise in accordance with the terms of this Agreement) unless it shall first have received such advice or concurrence of the Majority Lenders (or such other number or percentage of the Lenders as may be required by this Agreement) Banks as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Agent and any Fronting Bank shall in all cases be fully protected by the Lenders Banks in acting, or in refraining from acting, under this §5 Section 3 in accordance with a request of the Majority Lenders (or such other number or percentage of the Lenders as may be required by this Agreement)Banks, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders Banks and all future holders of the Notes or of a Letter of Credit Participation.
Appears in 1 contract
Reliance by Issuer. The Fronting To the extent not inconsistent with §4.4, the Issuing Bank and the Agent shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Fronting Bank or the AgentIssuing Bank. The Agent and the Fronting Issuing Bank shall be fully justified in failing or refusing to take any action under this §5 (other than the issuance of a Letter of Credit pursuant to a Letter of Credit Application and otherwise in accordance with the terms of this Agreement) Agreement unless it shall first have received such advice or concurrence of the Majority Required Lenders (or such other number or percentage of the Lenders as may be required by this Agreement) as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Agent and any Fronting Issuing Bank shall in all cases be fully protected by the Lenders in acting, or in refraining from acting, under this §5 Credit Agreement in accordance with a request of the Majority Lenders (or such other number or percentage of the Lenders as may be required by this Agreement)Required Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders and all future holders of the Revolving Credit Notes or of a Letter of Credit Participation.
Appears in 1 contract
Samples: Revolving Credit Agreement (Seneca Foods Corp /Ny/)
Reliance by Issuer. The Fronting To the extent not inconsistent with Section 4.4, each Issuing Bank and the Agent shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Fronting Bank or the Agentsuch Issuing Bank. The Agent and the Fronting Each Issuing Bank shall be fully justified in failing or refusing to take any action under this §5 (other than the issuance of a Letter of Credit pursuant to a Letter of Credit Application and otherwise in accordance with the terms of this Agreement) Agreement unless it shall first have received such advice or concurrence of the Majority Required Lenders (or such other number or percentage of the Lenders as may be required by this Agreement) as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Agent and any Fronting Each Issuing Bank shall in all cases be fully protected by the Lenders in acting, or in refraining from acting, under this §5 Credit Agreement in accordance with a request of the Majority Lenders (or such other number or percentage of the Lenders as may be required by this Agreement)Required Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders and all future holders of the Notes or of a Letter of Credit Participation.
Appears in 1 contract
Samples: Multicurrency Revolving Credit Agreement (Borders Group Inc)
Reliance by Issuer. The Fronting To the extent not inconsistent with ss. 4.4, the Issuing Bank and the Agent shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Fronting Bank or the AgentIssuing Bank. The Agent and the Fronting Issuing Bank shall be fully justified in failing or refusing to take any action under this §5 (other than the issuance of a Letter of Credit pursuant to a Letter of Credit Application and otherwise in accordance with the terms of this Agreement) Agreement unless it shall first have received such advice or concurrence of the Majority Required Lenders (or such other number or percentage of the Lenders as may be required by this Agreement) as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Agent and any Fronting Issuing Bank shall in all cases be fully protected by the Lenders in acting, or in refraining from acting, under this §5 Credit Agreement in accordance with a request of the Majority Lenders (or such other number or percentage of the Lenders as may be required by this Agreement)Required Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders and all future holders of the Notes or of a Letter of Credit Participation.
Appears in 1 contract
Samples: Multicurrency Revolving Credit Agreement (Borders Group Inc)
Reliance by Issuer. The Fronting Bank and To the extent not inconsistent with ss.6.4, the Administrative Agent shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Fronting Bank or the Administrative Agent. The Administrative Agent and the Fronting Bank shall be fully justified in failing or refusing to take any action under this §5 (other than the issuance of a Letter of Credit pursuant to a Letter of Credit Application and otherwise in accordance with the terms of this Agreement) Agreement unless it shall first have received such advice or concurrence of the Majority Required Lenders (or such other number or percentage of the Lenders as may be required by this Agreement) as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Revolving Credit Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent and any Fronting Bank shall in all cases be fully protected by the Lenders in acting, or in refraining from acting, under this §5 Credit Agreement in accordance with a request of the Majority Lenders (or such other number or percentage of the Lenders as may be required by this Agreement)Required Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Revolving Credit Lenders and all future holders of the Revolving Credit Notes or of a Letter of Credit Participation.
Appears in 1 contract
Samples: Credit and Term Loan Agreement (Emmis Communications Corp)
Reliance by Issuer. The Fronting To the extent not inconsistent with Section 5.4, the Issuing Bank and the Agent shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Fronting Bank or the AgentIssuing Bank. The Agent and the Fronting Issuing Bank shall be fully justified in failing or refusing to take any action under this §5 (other than the issuance of a Letter of Credit pursuant to a Letter of Credit Application and otherwise in accordance with the terms of this Agreement) Agreement unless it shall first have received such advice or concurrence of the Majority Lenders (or such other number or percentage of the Lenders as may be required by this Agreement) Banks as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Agent and any Fronting Issuing Bank shall in all cases be fully protected by the Lenders in acting, or in refraining from acting, under this §5 Credit Agreement in accordance with a request of the Majority Lenders (or such other number or percentage of the Lenders as may be required by this Agreement)Banks, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders Banks and all future holders of the Revolving Credit Notes or of a Letter of Credit Participation.
Appears in 1 contract
Reliance by Issuer. The Fronting Bank and To the extent not inconsistent with ------------------- Section 3.4, the Administrative Agent shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Fronting Bank or the Administrative Agent. The Administrative Agent and the Fronting Bank shall be fully justified in failing or refusing to take any action under this §5 (other than the issuance of a Letter of Credit pursuant to a Letter of Credit Application and otherwise in accordance with the terms of this Agreement) Agreement unless it shall first have received such advice or concurrence of the Majority Required Lenders (or such other number or percentage of the Lenders as may be required by this Agreement) as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent and any Fronting Bank shall in all cases be fully protected by the Lenders in acting, or in refraining from acting, under this §5 Credit Agreement in accordance with a request of the Majority Lenders (or such other number or percentage of the Lenders as may be required by this Agreement)Required Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders and all future holders of the Notes or of a Letter of Credit Participation.
Appears in 1 contract
Samples: Revolving Credit Agreement (United States Cellular Corp)
Reliance by Issuer. The Fronting Bank and To the Agent extent not inconsistent with 4.4, the L/C Issuer shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Fronting Bank or the AgentL/C Issuer. The Agent and the Fronting Bank L/C Issuer shall be fully justified in failing or refusing to take any action under this §5 (other than the issuance of a Letter of Credit pursuant to a Letter of Credit Application and otherwise in accordance with the terms of this Agreement) Agreement unless it shall first have received such advice or concurrence of the Majority Lenders (or such other number or percentage of the Lenders as may be required by this Agreement) as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Agent and any Fronting Bank L/C Issuer shall in all cases be fully protected by the Lenders in acting, or in refraining from acting, under this §5 Agreement in accordance with a request of the Majority Lenders (or such other number or percentage of the Lenders as may be required by this Agreement)Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders and all future holders of the Revolving Credit Notes or of a Letter of Credit Participation. 4.6.
Appears in 1 contract
Reliance by Issuer. The Fronting Bank and To the extent not inconsistent with Section 5.4 above, the Managing Agent shall be entitled to rely, and shall be fully protected in relying upon, (a) any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons Persons, and upon (b) any advice and statements of legal counsel, independent accountants and other experts selected by the Fronting Bank or the AgentManaging Agent with due care. The Managing Agent and the Fronting Bank shall be fully justified in failing or refusing to take any action under this §5 (other than the issuance of a Letter of Credit pursuant to a Letter of Credit Application and otherwise in accordance with the terms of this Agreement) Agreement unless it shall first have received such advice or concurrence of the Majority Lenders (or such other number or percentage of the Lenders as may be required by this Agreement) Banks as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Managing Agent and any Fronting Bank shall in all cases be fully protected by the Lenders in acting, or in refraining from acting, under this §5 Agreement in accordance with a request of the Majority Lenders (or such other number or percentage of the Lenders as may be required by this Agreement)Banks, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders Banks and all future holders of the Revolving Credit Notes or of a Letter of Credit Participation.
Appears in 1 contract
