The Agent and the Banks Sample Clauses

The Agent and the Banks. 21.01 Each Bank hereby irrevocably appoints the Agent to act as its agent in connection with this Agreement and the Loan Documents and authorizes the Agent to exercise such rights, remedies, powers and discretion as are specifically delegated to the Agent by the terms of this Agreement and the Loan Documents together with all such rights, powers and discretion as are reasonably incidental thereto. 21.02 When acting in connection with the Loan Documents, the Agent may: (a) assume that no Default has occurred and that the parties thereto are not in breach or default of their respective obligations thereunder unless the officers of the Agent immediately responsible for matters concerning this Agreement shall have actual knowledge or shall have been notified in writing by a Bank that such Bank considers that a Default exists and is continuing and specifying the nature thereof; (b) assume that each Bank's Lending Office is that identified with its signature below and on SCHEDULE 1 until it has received from such Bank written notice designating some other office of such Bank as its Lending Office and continue to act upon such notice until the same is superseded by a further such notice; 115 (c) subject to the provisions of SECTION 20.02, engage and pay for the advice or services of any lawyers, accountants or other experts whose advice or services may to it seem necessary, expedient or desirable and fully rely upon any advice so obtained; (d) rely as to any matters of fact which might reasonably be expected to be within the knowledge of the Borrower or any of its Affiliates upon a certificate signed by an officer on behalf of such entity; (e) rely upon any communication or document believed by it to be genuine; (f) refrain from exercising any right, power or discretion vested in it hereunder unless and until instructed by the Majority Banks as to the manner in which such right, power or discretion should be exercised; and (g) refrain from acting in accordance with any instructions of the Majority Banks to begin any legal action or proceeding arising out of or in connection with the Loan Documents until it shall have been indemnified by the Banks to its reasonable satisfaction against any and all costs, claims, expenses (including legal fees) and liabilities which it will or may expend or incur in complying with such instructions.

The Agent and the Banks. The Agency and Co-Agency 63 Section 10.02. The Agent's Duties 63 Section 10.03. Sharing of Payment and Expenses 64 Section 10.04. The Agent's Liabilities 65 Section 10.05. The Agent as a Bank 65 Section 10.06. Bank Credit Decision 65 Section 10.07. Indemnification 66 Section 10.08. Successor Agent 66 ARTICLE XI CONSENT TO JURISDICTION; JUDGMENT CURRENCY

The Agent and the Banks. Each Bank hereby appoints the Agent to act as its agent in connection herewith and authorises the Agent to exercise such right, powers and discretions as are specifically delegated to the Agent by the terms hereof together with all such rights, powers and discretions as are reasonably identical thereto.

The Agent and the Banks. Section 9.01.

The Agent and the Banks shall not be obligated to perform or discharge any obligation or duty to be performed or discharged by the Borrower under the Lease, and the Borrower hereby agrees to indemnify the Agent and the Banks for, and to save harmless from, any and all liability arising from the Lease or from this Assignment. This Assignment shall not place responsibility for the control, care, management or repair of the Property upon the Agent or the Banks, or make the Agent or the Banks responsible or liable for any negligence in the management, operation, upkeep, repair or control of the Property resulting in the loss or injury or death to any lessee, licensee, employee or stranger, unless and until such time as the Agent shall take possession and control of the same pursuant hereto.

The Agent and the Banks. 52 Section 8.1. Authorization and Action. ...................................................... 52 8.1.1. .......................................................................... 53 8.1.2. .......................................................................... 53 8.1.3. .......................................................................... 53 8.1.4. .......................................................................... 53 Section 8.2. Exculpation; Agent's Reliance; Etc. ............................................ 54 Section 8.3. Agent and Affiliates. .......................................................... 54 Section 8.4. Lender Credit Decision. ........................................................ 54 Section 8.5. Indemnification. ............................................................... 55

The Agent and the Banks. Section 9.1. The Agency and Co-Documentation Agency. (a) Each Bank appoints The Bank of New York as its Agent hereunder and irrevocably authorizes the Agent to take such action on its behalf and to exercise such powers hereunder as are specifically delegated to the Agent by the terms hereof, together with such powers as are reasonably incidental hereto, and the Agent hereby accepts such appointment subject to the terms hereof. The relationship between the Agent and the Banks shall be that of agent and principal only and nothing herein shall be construed to constitute the Agent a trustee for any Bank nor to impose on the Agent duties or obligations other than those expressly provided for herein. (b) Each Bank appoints each of Bank of America, N.A. and Wellx Xxxgo Bank, N.A. as a Co-Documentation Agent hereunder, and each Co-Documentation Agent hereby accepts such appointment subject to the terms hereof. Each Co-Documentation Agent, as such, shall have no duties or obligations whatsoever under this Agreement or any Loan Document or any other document or any matter related hereto or thereto, but shall nevertheless be entitled to all of the indemnities and other protection afforded to the Administrative Agent under this Article.

The Agent and the Banks hereby acknowledge and agree that, notwithstanding the terms and provisions of the Guaranty, the Guarantors shall not guaranty or be liable for the principal portions of the Loan for which there has been a Satisfaction of Modified Release Conditions, provided that (1) the Guarantors continue to guaranty in full all Obligations with respect to portions of the Loan for which there has been a Satisfaction of Modified Release Conditions other than the principal amount outstanding of such portions of the Loan from time to time and (2) the Guarantors shall guaranty in full the principal portions of the Loan for which there has been a Satisfaction of Modified Release Conditions attributable to any MRC Investor who does not have a Rating, whose Rating is less than BBB- or whose Rating falls below BBB- after the Satisfaction of Modified Release Conditions attributable to such MRC Investor.

The Agent and the Banks acknowledge that the Supply Agreement, a copy of which has been delivered to the Agent, is regarded both by the Company and Philxx Xxxrxx xx being highly confidential in nature. Each Bank party hereto, whether on the date hereof or as an assignee, acknowledges and agrees that the Agent shall not be obligated to deliver to any Bank (i) a copy of the Supply Agreement without the prior written consent of Philxx Xxxrxx (xxich consent may be withheld at the discretion of Philxx Xxxrxx) xx (ii) any non-public information regarding the Supply Agreement without such Bank executing a confidentiality agreement, substantially in the form of Exhibit H hereto, enforceable by Philxx Xxxrxx. 81 EXECUTED as of the 30th day of January, 1998. BORROWERS: SCHWXXXXXX-XXXXXXX XXXERNATIONAL INC. By: /s/ Waynx X. Xxxxxxxx ----------------------------------- Name: Waynx X. Xxxxxxxx --------------------------------- Title: Chairman & CEO --------------------------------

The Agent and the Banks acknowledge that the Oil and Gas Reserve Reports contain certain proprietary information including geological and geophysical data, maps, models, and interpretations necessary for determining the Borrowing Base and the creditworthiness of the Borrower and the Guarantors. The Agent and the Banks agree to maintain the confidentiality of such information except (A) as required by applicable law and (B) that the Agent and the Banks may share such information with Eligible Assignees who are potential transferees of their interests under this Agreement pursuant to Section 9.6 if such Eligible Assignees agree to maintain the confidentiality of such information pursuant to Section 9.18.