The Administrative Agent and the Collateral Agent Sample Clauses

The Administrative Agent and the Collateral Agent. Each of the Lenders and the Issuing Bank hereby irrevocably appoints the Administrative Agent and the Collateral Agent (for purposes of this Article VIII, the Administrative Agent and the Collateral Agent are referred to collectively as the “Agents”) its agent and authorizes the Agents to take such actions on its behalf and to exercise such powers as are delegated to such Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the Security Documents. The Lenders acknowledge and agree that the Administrative Agent shall also act, subject to and in accordance with the terms of the Intercreditor Agreement, as the administrative agent and collateral agent for the lenders under the Second Lien Term Loan Agreement. The bank serving as the Administrative Agent and/or the Collateral Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not an Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with Holdings, the Borrower or any Subsidiary or other Affiliate thereof as if it were not an Agent hereunder. Neither Agent shall have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) neither Agent shall be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) neither Agent shall have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that such Agent is instructed in writing to exercise by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.08), and (c) except as expressly set forth in the Loan Documents, neither Agent shall have any duty to disclose, nor shall it be liable for the failure to disclose, any information relating to Holdings, the Borrower or any of the Subsidiaries that is communicated to or o...
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The Administrative Agent and the Collateral Agent. In order to expedite the transactions contemplated by this Agreement, Chemical Bank is hereby appointed to act as Administrative Agent and Collateral Agent on behalf of the Lenders and the Issuing Bank (for purposes of this Article VIII, the Administrative Agent and the Collateral Agent are referred to collectively as the "Agents"). Each of the Lenders and each assignee of any such Lender, hereby irrevocably authorizes the Agents to take such actions on behalf of such Lender or assignee or the Issuing Bank and to exercise such powers as are specifically delegated to the Agents by the terms and provisions hereof and of the other Loan Documents, together with such actions and powers as are reasonably incidental thereto. The Administrative Agent is hereby expressly authorized by the Lenders and the Issuing Bank, without hereby limiting any implied authority, (a) to receive on behalf of the Lenders and the Issuing Bank all payments of principal of and interest on the Loans, all payments in respect of L/C Disbursements and all other amounts due to the Lenders hereunder, and promptly to distribute to each Lender or the Issuing Bank its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders to the Borrower of any Event of Default specified in this Agreement of which the Administrative Agent has actual knowledge acquired in connection with its agency hereunder; and (c) to distribute to each Lender copies of all notices, financial statements and other materials delivered by the Borrower pursuant to this Agreement as received by the Administrative Agent. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the Security Documents.
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The Administrative Agent and the Collateral Agent. Each of the Lenders and the Issuing Bank hereby irrevocably appoints the Administrative Agent and Collateral Agent (for purposes of this Article VIII, the term "
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The Administrative Agent and the Collateral Agent. Part 1 - Role of the Administrative Agent, the Letter of Credit Issuers and Others.
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The Administrative Agent and the Collateral Agent. 8.01 Appointment of the Administrative Agent and the Collateral Agent, Etc.
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The Administrative Agent and the Collateral Agent. Each of the Lenders and the Issuing Bank hereby irrevocably appoints the Agents as its agent and authorizes the Agents to take such actions on its behalf and to exercise such powers as are delegated to the Agents by the terms hereof, together with such actions and powers as are reasonably incidental thereto. Each bank serving as an Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not an 110 Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if it were not an Agent hereunder. An Agent shall not have any duties or obligations except those expressly set forth herein. Without limiting the generality of the foregoing, (a) the Agents shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Agents shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that the Agents are required to exercise in writing as directed by the Majority Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 12.04), and (c) except as expressly set forth herein, the Agents shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Subsidiaries that is communicated to or obtained by the bank serving as an Agent or any of its Affiliates in any capacity. The Agents shall not be liable for any action taken or not taken by it with the consent or at the request of the Majority Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 12.04) or in the absence of its own gross negligence or willful misconduct. The Agents shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to an Agent by the Borrower or a Lender, and the Agents shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement, (ii) the contents of any certificate, report or other document delivered hereunder or in connection herewith, (iii) th...
Sample 1
The Administrative Agent and the Collateral Agent. The Lenders party hereto hereby authorize and direct the Administrative Agent, the Collateral Agent, the Argentine Paying Agent and the Argentine Collateral Agent to accept Offer PESA N°22/2016 in respect of this Amendment. EXHIBIT A Schedule 2.1 Commitments Closing Date Dollar Commitments Citibank, N.A. (acting through its International Banking Facilities) $75,250,000 Deutsche Bank AG, London Branch $75,250,000 Industrial and Commercial Bank of China Limited, Dubai (DIFC) Branch $60,250,000 Credit Agricole Corporate and Investment Bank $60,250,000 Total $271,000,000 Peso Commitments Peso Floating Rate Commitments Banco Hipotecario S.A. ARS705,000,000 Citibank, N.A., Argentine Branch ARS[751,053,362][1] Peso Fixed Rate Commitments Banco xx Xxxxxxx y Buenos Aires S.A. ARS1,500,000,000 Total Peso Commitments ARS2,956,053,362 1 Citibank, N.A., Argentina Branch’s Peso Commitments may be disbursed in Dollars, at the option of the Borrower, for an aggregate principal amount of up to $49,750,000; provided that the parties hereto acknowledge and agree that (a) the Commitment to disburse any such Tender Offer Loans in Dollars shall be deemed to be a Tender Offer Dollar Commitment of Citibank, N.A. (acting through its International Banking Facilities) and the Loans made pursuant thereto shall be deemed to be Tender Offer Dollar Loans and (b) for the avoidance of doubt, Citibank, N.A., Argentina Branch shall in no event have any Tender Offer Dollar Commitment hereunder. ANNEX B FORM OF ACCEPTANCE LETTER TO THE OFFER PESA N°22/2016 November 18, 2016 Banco xx Xxxxxxx y Buenos Aires S.A. Tte Gral Xxxxx 000 00xx xxxxx, 0000, XXXX, Argentina Banco Hipotecario S.A. Reconquista 151 (C1003ABC) City of Buenos Aires Argentina Citibank, N.A., Argentina Branch Bmé. Mitre 000/00, 0xx xxxxx X0000XXX Xxxx xx Xxxxxx Xxxxx, Xxxxxxxxx Citibank, N.A. (acting through its International Banking Facilities) 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Citibank, N.A., as Administrative Agent and Collateral Agent 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Citibank, N.A., Argentina Branch as Argentine Paying Agent and Argentine Collateral Agent Bmé. Mitre 502/30, 4th floor X0000XXX Xxxx xx Xxxxxx Xxxxx, Xxxxxxxxx Re: Offer PESA N°22/2016 Second Amendment to Bridge Facility Senior Secured Bridge Loan Agreement Dear all: We hereby accept your Offer PESA N°22/2016, dated November 18, 2016. This acceptance letter shall be governed by and construed in accordance with the laws of the State of N...
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The Administrative Agent and the Collateral Agent. Section 9.01 Appointment and Authority 1803 Section 9.02 Binding Effect 1814 Section 9.03 Use of Discretion 1815 Section 9.04 Delegation of Rights and Duties 1815 Section 9.05 Reliance and Liability 1825 Section 9.06 Administrative Agent Individually 1836 Section 9.07 Lender Credit Decision 1837 Section 9.08 Expenses, Indemnification 1837 Section 9.09 Resignation of Administrative Agent or Issuing Bank 1848 Section 9.10 Release or Subordination of Collateral or Guarantors 1859 Section 9.11 Additional Secured Parties 18791 Section 9.12 Certain ERISA Matters 18891 ARTICLE X
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The Administrative Agent and the Collateral Agent. Each of the Lenders and the Issuing Bank hereby irrevocably appoints the Administrative Agent and the Collateral Agent (for purposes of this Article VIII, the Administrative Agent and the Collateral Agent are referred to collectively as the “Agents”) its agent and authorizes the Agents to take such actions on its behalf and to
Sample 1