The Agents and Issuing Banks Sample Clauses

The Agents and Issuing Banks. 65 Section 9.1. Appointment and Authorization of Administrative Agent and Other Agents 65 Section 9.2. Rights and Powers 65 Section 9.3. Action by Administrative Agent and the Other Agents 65 Section 9.4. Consultation with Experts 66 Section 9.5. Indemnification Provisions; Credit Decision 66 Section 9.6. Indemnity 67 Section 9.7. Resignation 67 ARTICLE 10. MISCELLANEOUS 68 Section 10.1. No Waiver 68 Section 10.2. Non-Business Day 68 Section 10.3. Documentary Taxes 69 Section 10.4. Survival of Representations 69 Section 10.5. Survival of Indemnities 69 Section 10.6. Setoff; Sharing 69 Section 10.7. Notices 70 Section 10.8. Counterparts 73 Section 10.9. Successors and Assigns 73 Section 10.10. Sales and Transfers of Borrowing and Notes; Participations in Borrowings and Notes 74 Section 10.11. Amendments, Waivers and Consents 77 Section 10.12. Headings 78 Section 10.13. Legal Fees, Other Costs and Indemnification 78 Section 10.14. Governing Law; Submission to Jurisdiction; Waiver of Jury Trial; Waiver of Certain Damages 79 Section 10.15. Confidentiality 80 Section 10.16. Effectiveness 81 Section 10.17. Severability 81 Section 10.18. Currency Provisions 81 Section 10.19. Margin Stock 82 Section 10.20. Change in Accounting Principles, Fiscal Year or Tax Laws 82 Section 10.21. Final Agreement. 82 Section 10.22. Officer's Certificates 83 Section 10.23. Effect of Inclusion of Exceptions 83 Exhibits: Exhibit 1.1 - Form of BVI Guaranty Exhibit 2.3 - Form of Borrowing Request Exhibit 2.8A - Form of Note Exhibit 2.8B - Form of Swingline Note Exhibit 2.12A - Form of Issuance Request Exhibit 2.14C - Form of Joinder Agreement Exhibit 2.15 - Form of Swingline Loan Request Exhibit 4.1A - Form of Opinion of Xxxxx Xxxxx LLP Exhibit 4.1B - Form of Opinion of Xxxxxx X. Xxxxx, Vice President and Assistant General Counsel Exhibit 4.1C - Form of Opinion of Xxxxxx and Xxxxxx Exhibit 4.1D - Form of Opinion of Xxxxxx Westwood & Riegels Exhibit 6.6 - Form of Compliance Certificate Exhibit 10.10 - Form of Assignment Agreement Schedules: Schedule 5.16 - Existing Indebtedness Schedule 5.17 - Existing Liens REVOLVING CREDIT AGREEMENT THIS REVOLVING CREDIT AGREEMENT, dated as of August 15, 2006, among GLOBALSANTAFE CORPORATION (the “Borrower”), a Cayman Islands company, the lenders from time to time parties hereto (each a “Lender” and collectively, the “Lenders”, but those terms shall not include the Swingline Lender in its capacity as the Swingline Lender), CITIBANK, N.A., as swingline ...
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The Agents and Issuing Banks 
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Related to The Agents and Issuing Banks

  • Agents as Lenders 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 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.

  • Administrative Agent’s Reliance Notwithstanding any other provisions of this Agreement or any other Loan Documents, neither the Administrative Agent nor any of its Related Parties shall be liable for any action taken or not taken by it under or in connection with this Agreement or any other Loan Document, except for its or their own gross negligence or willful misconduct in connection with its duties expressly set forth herein or therein as determined by a court of competent jurisdiction in a final non-appealable judgment. Without limiting the generality of the foregoing, the Administrative Agent may consult with legal counsel (including its own counsel or counsel for the Borrower or any other Loan Party), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts. Neither the Administrative Agent nor any of its Related Parties: (a) makes any warranty or representation to any Lender, any Issuing Bank or any other Person, or shall be responsible to any Lender, any Issuing Bank or any other Person for any statement, warranty or representation made or deemed made by the Borrower, any other Loan Party or any other Person in or in connection with this Agreement or any other Loan Document; (b) shall have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any other Loan Document or the satisfaction of any conditions precedent under this Agreement or any Loan Document on the part of the Borrower or other Persons, or to inspect the property, books or records of the Borrower or any other Person; (c) shall be responsible to any Lender or any Issuing Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document, any other instrument or document furnished pursuant thereto or any collateral covered thereby or the perfection or priority of any Lien in favor of the Administrative Agent on behalf of the Lender Parties in any such collateral; (d) shall have any liability in respect of any recitals, statements, certifications, representations or warranties contained in any of the Loan Documents or any other document, instrument, agreement, certificate or statement delivered in connection therewith; and (e) shall incur any liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telephone, telecopy or electronic mail) believed by it to be genuine and signed, sent or given by the proper party or parties. The Administrative Agent may execute any of its duties under the Loan Documents by or through agents, employees or attorneys-in-fact and shall not be responsible for the negligence or misconduct of any agent or attorney-in-fact that it selects in the absence of gross negligence or willful misconduct in the selection of such agent or attorney-in-fact as determined by a court of competent jurisdiction in a final non-appealable judgment.

  • Administrative Agent’s and Lender’s Rights In the case of any event specified in Section 4.4.1 [Unascertainable] above, the Administrative Agent shall promptly so notify the Lenders and the Borrower thereof, and in the case of an event specified in Section 4.4.2 [Illegality; Increased Costs; Deposits Not Available] above, such Lender shall promptly so notify the Administrative Agent and endorse a certificate to such notice as to the specific circumstances of such notice, and the Administrative Agent shall promptly send copies of such notice and certificate to the other Lenders and the Borrower. Upon such date as shall be specified in such notice (which shall not be earlier than the date such notice is given), the obligation of (A) the Lenders, in the case of such notice given by the Administrative Agent, or (B) such Lender, in the case of such notice given by such Lender, to allow the Borrower to select, convert to or renew a LIBOR Rate Option shall be suspended until the Administrative Agent shall have later notified the Borrower, or such Lender shall have later notified the Administrative Agent, of the Administrative Agent’s or such Lender’s, as the case may be, determination that the circumstances giving rise to such previous determination no longer exist. If at any time the Administrative Agent makes a determination under Section 4.4.1 [Unascertainable] and the Borrower has previously notified the Administrative Agent of its selection of, conversion to or renewal of a LIBOR Rate Option and such Interest Rate Option has not yet gone into effect, such notification shall be deemed to provide for selection of, conversion to or renewal of the Base Rate Option otherwise available with respect to such Loans. If any Lender notifies the Administrative Agent of a determination under Section 4.4.2 [

  • LENDERS KeyBank, the other lending institutions which are party hereto and any other Person which becomes an assignee of any rights of a Lender pursuant to §18 (but not including any participant as described in §18). The Issuing Lender shall be a Lender, as applicable. The Swing Loan Lender shall be a Lender.

  • Non-Reliance on Administrative Agent and Other Lenders Each Lender and the L/C Issuer acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender and the L/C Issuer also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.

  • Administrative Agent and Affiliates The bank serving as the Administrative 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 the Administrative 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 Restricted Subsidiary or other Affiliate thereof as if it were not the Administrative Agent hereunder.

  • Issuing Banks For purposes of this Section, the term “Lender” includes each Issuing Bank and the term “Applicable Law” includes FATCA.

  • Nonliability of Administrative Agent and Lenders The relationship between the Borrower, on the one hand, and the Lenders, the Issuing Banks and the Administrative Agent, on the other hand, shall be solely that of borrower and lender. None of the Administrative Agent, any Issuing Bank or any Lender shall have any fiduciary responsibilities to the Borrower and no provision in this Agreement or in any of the other Loan Documents, and no course of dealing between or among any of the parties hereto, shall be deemed to create any fiduciary duty owing by the Administrative Agent, any Issuing Bank or any Lender to any Lender, the Borrower, any Subsidiary or any other Loan Party. None of the Administrative Agent, any Issuing Bank or any Lender undertakes any responsibility to the Borrower to review or inform the Borrower of any matter in connection with any phase of the Borrower’s business or operations.

  • AGENTS AND LENDERS rights and remedies under this Agreement shall be cumulative and nonexclusive of any other rights and remedies that Agent or any Lender may have under any other agreement, including the other Loan Documents, by operation of law or otherwise. Recourse to the Collateral shall not be required.

  • Administrative Agent Bank of America, N.A., as the administrative agent under the Credit Agreement

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