The Agent and the Issuing Bank Sample Clauses

The Agent and the Issuing Bank. In order to expedite the transactions contemplated by this Agreement, Chase is hereby appointed to act as Agent (which term shall for the purposes of this Article be deemed to refer to the Agent and the Collateral Agent) on behalf of the Lenders and the Issuing Bank. Each of the Lenders and each holder of any Note by its acceptance thereof and the Issuing Bank hereby irrevocably authorizes the Agent to take such actions on behalf of such Lender or holder and the Issuing Bank and to exercise such powers as are specifically delegated to the Agent by the terms and provisions hereof and of the Security Documents, together with such actions and powers as are reasonably incidental thereto. The 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 all payments of principal of and interest on the Loans and all other amounts due to the Lenders and the Issuing Bank hereunder, and promptly to distribute to each Lender or the Issuing Bank its proper share of each payment so received in like funds; (b) to give notice on behalf of each of the Lenders to the Borrower of any Event of Default specified in this 116 115 Agreement of which the Agent has actual knowledge acquired in connection with its agency hereunder; and (c) to distribute to each Lender and the Issuing Bank copies of all notices (including notices of any Event of Default), financial statements and other materials delivered by the Borrower pursuant to this Agreement as received by the Agent. Nothing in the preceding sentence shall be construed to relieve the Borrower of its obligations to furnish any notice, financial statement or other materials directly to the Lenders as required hereunder. Neither the Agent nor the Issuing Bank nor any of their directors, respective officers, employees or agents shall be liable as such for any action taken or omitted by any of them except for its or his own gross negligence or wilful misconduct, or be responsible for any statement, warranty or representation herein or the contents of any document delivered in connection herewith, or be required to ascertain or to make any inquiry concerning the performance or observance by the Borrower of any of the terms, conditions, covenants or agreements contained in any Loan Document. The Agent shall not be responsible to the Lenders or the holders of the Notes or the Issuing Bank for the due execution, genuineness, validity, en...