The Administrative Agent and the Lenders Sample Clauses

The Administrative Agent and the Lenders. KEYBANK NATIONAL ASSOCIATION, as a Lender, a Letter of Credit Issuer and Administrative Agent By: /s/ J.T. Taylor Name: J.T. Taylor Title: Senior Vice President TDBANKNORTH, N.A. By: /s/ Jeffrey R. Westling Name: Jeffrey R. Westling Title: Senior Vice President RBS CITIZENS N.A. By: /s/ Michael Ouillett Name: Michael Ouillett Title: Senior Vice President JPMORGAN CHASE BANK, N.A. By: /s/ Peter M. Killea Name: Peter M. Killea Title: Vice President BORROWER: AMERICAN DENTAL PARTNERS, INC. By: /s/ Ian H. Brock Name: Ian H. Brock Title: Vice President, Planning and Investment THE SUBSIDIARY GUARANTORS: ADP OF NEW YORK, LLC, a Subsidiary Guarantor By: /s/ Ian H. Brock Name: Ian H. Brock Title: Vice President AMERICAN DENTAL PARTNERS OF ALABAMA, LLC, a Subsidiary Guarantor By: /s/ Ian H. Brock Name: Ian H. Brock Title: Vice President AMERICAN DENTAL PARTNERS OF CALIFORNIA, INC., a Subsidiary Guarantor By: /s/ Ian H. Brock Name: Ian H. Brock Title: Vice President AMERICAN DENTAL PARTNERS OF LOUISIANA, LLC, a Subsidiary Guarantor By: /s/ Ian H. Brock Name: Ian H. Brock Title: Vice President AMERICAN DENTAL PARTNERS OF MARYLAND, LLC, a Subsidiary Guarantor By: /s/ Ian H. Brock Name: Ian H. Brock Title: Vice President AMERICAN DENTAL PARTNERS OF MICHIGAN, LLC, a Subsidiary Guarantor By: /s/ Ian H. Brock Name: Ian H. Brock Title: Vice President AMERICAN DENTAL PARTNERS OF MISSOURI, LLC, a Subsidiary Guarantor By: /s/ Ian H. Brock Name: Ian H. Brock Title: Vice President AMERICAN DENTAL PARTNERS OF NORTH CAROLINA, LLC, a Subsidiary Guarantor By: /s/ Ian H. Brock Name: Ian H. Brock Title: Vice President AMERICAN DENTAL PARTNERS OF OKLAHOMA, LLC, a Subsidiary Guarantor By: /s/ Ian H. Brock Name: Ian H. Brock Title: Vice President AMERICAN DENTAL PARTNERS OF PENNSYLVANIA, LLC, a Subsidiary Guarantor By: /s/ Ian H. Brock Name: Ian H. Brock Title: Vice President AMERICAN DENTAL PARTNERS OF TENNESSEE, LLC, a Subsidiary Guarantor By: /s/ Ian H. Brock Name: Ian H. Brock Title: Vice President AMERICAN DENTAL PARTNERS OF VIRGINIA, LLC, a Subsidiary Guarantor By: /s/ Ian H. Brock Name: Ian H. Brock Title: Vice President AMERICAN DENTAL PROFESSIONAL SERVICES, LLC, a Subsidiary Guarantor By: /s/ Breht T. Feigh Name: Breht T. Feigh Title: Vice President APPLE PARK ASSOCIATES, INC., a Subsidiary Guarantor By: /s/ Ian H. Brock Name: Ian H. Brock Title: Vice President AMERICAN DENTAL PARTNERS OF ARIZONA, LLC, a Subsidiary Guarantor By: /s/ Ian H. Brock Name: Ian H. Brock Title: Vice P...
The Administrative Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations.
The Administrative Agent and the Lenders hereby acknowledge and agree that the appointment of The Chase Manhattan Bank as "Collateral Agent" pursuant to the EPN Security Documents which documents also include an appointment of The Chase Manhattan Bank as Collateral Agent for the Argo Lenders and for the EPN Lenders. The Lenders hereby appoint The Chase Manhattan Bank to act on their behalf as Collateral Agent. If at any time The Chase Manhattan Bank resigns or is replaced as the Collateral Agent then the "Required Lenders" as defined in the EPN Credit Agreement shall select a replacement "collateral agent" hereunder and for the EPN Security Documents in accordance with the procedures provided in the EPN Credit Agreement for replacement of the "Administrative Agent", subject to the approval of the Sponsor as set forth therein. The Lenders also hereby authorize and appoint the Administrative Agent to act as their agent with respect to the execution and delivery of that certain Intercreditor Agreement dated as of June 30, 2000, by and between the Administrative Agent and The Chase Manhattan Bank, acting in its capacity as the Administrative Agent under the EPN Credit Agreement.
The Administrative Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Secured Obligations. Notwithstanding the foregoing, Secured Obligations arising under Banking Services Obligations or Swap Agreement Obligations shall be excluded from the application described above and paid in clause sixth if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may have reasonably requested from the applicable provider of such Banking Services or Swap Agreements. (c) At the election of the Administrative Agent, all payments of principal, interest, LC Disbursements, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees, costs and expenses pursuant to Section 9.03), and other sums payable under the Loan Documents, may be paid from the proceeds of Borrowings made hereunder, whether made following a request by the Borrower pursuant to Section 2.03 or 2.05 or a deemed request as provided in this Section or may be deducted from any deposit account of the Borrower maintained with the Administrative Agent. The Borrower hereby irrevocably authorizes (i) the Administrative Agent to make a Borrowing for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Swingline Loans),
The Administrative Agent and the Lenders agree to keep confidential (and to cause their respective affiliates, officers, directors, employees, Administrative Agents and representatives to keep confidential) all information, materials and documents furnished to the Administrative Agent or any such Lender by or on behalf of any Credit Party (whether before or after the Closing Date) which relates to the Borrower or any of its Subsidiaries (the "Information"). Notwithstanding the foregoing, the Administrative Agent and each Lender shall be permitted to disclose Information (i) to its affiliates, officers, directors, employees, agents and representatives (provided they have been informed of the confidential nature of such Information and have agreed to abide by the provisions of this Section 11.14) in connection with its participation in any of the transactions evidenced by this Credit Agreement or any other Credit Documents or the administration of this Credit Agreement or any other Credit Documents; (ii) to the extent required by applicable laws and regulations or by any subpoena or similar legal process, or requested by any Governmental Authority, and, where permissable in connection therewith, after notice to the Borrower reasonably calculated to afford the Borrower an opportunity to contest the disclosure; (iii) to the extent such Information (A) becomes publicly available other than as a result of a breach of this Credit Agreement or any agreement entered into pursuant to clause (iv) below, (B) becomes available to the Administrative Agent or such Lender on a non-confidential basis from a source other than a Credit Party or (C) was available to the Administrative Agent or such Lender on a non-confidential basis prior to its disclosure to the Administrative Agent or such Lender by a Credit Party; (iv) to any assignee or participant (or prospective assignee or participant) so long as such assignee or participant (or prospective assignee or participant) first specifically agrees in a writing furnished to and for the benefit of the Credit Parties to be bound by the terms of this Section 11.14; or (v) to the extent that the Borrower shall have consented in writing to such disclosure. Nothing set forth in this Section 11.14 shall obligate the Administrative Agent or any Lender to return any materials furnished by the Credit Parties.
The Administrative Agent and the Lenders. KBCM BRIDGE LLC, as a Lender and the Administrative Agent By: /s/ Laurie Muller-Girard Name: Laurie Muller-Girard Title: Vice President RBS CITIZENS N.A. By: /s/ Michael Ouiellet Name: Michael Ouiellet Title: Senior Vice President BORROWER: AMERICAN DENTAL PARTNERS, INC. By: /s/ Ian H. Brock Name: Ian H. Brock Title: Vice President, Planning and Investment THE SUBSIDIARY GUARANTORS: ADP OF NEW YORK, LLC, a Subsidiary Guarantor By: /s/ Ian H. Brock Name: Ian H. Brock Title: Vice President AMERICAN DENTAL PARTNERS OF ALABAMA, LLC, a Subsidiary Guarantor By: /s/ Ian H. Brock Name: Ian H. Brock Title: Vice President AMERICAN DENTAL PARTNERS OF CALIFORNIA, INC., a Subsidiary Guarantor By: /s/ Ian H. Brock Name: Ian H. Brock Title: Vice President AMERICAN DENTAL PARTNERS OF LOUISIANA, LLC, a Subsidiary Guarantor By: /s/ Ian H. Brock Name: Ian H. Brock Title: Vice President AMERICAN DENTAL PARTNERS OF MARYLAND, LLC, a Subsidiary Guarantor By: /s/ Ian H. Brock Name: Ian H. Brock Title: Vice President AMERICAN DENTAL PARTNERS OF MICHIGAN, LLC, a Subsidiary Guarantor By: /s/ Ian H. Brock Name: Ian H. Brock Title: Vice President AMERICAN DENTAL PARTNERS OF MISSOURI, LLC, a Subsidiary Guarantor By: /s/ Ian H. Brock Name: Ian H. Brock Title: Vice President AMERICAN DENTAL PARTNERS OF NORTH CAROLINA, LLC, a Subsidiary Guarantor By: /s/ Ian H. Brock Name: Ian H. Brock Title: Vice President AMERICAN DENTAL PARTNERS OF OKLAHOMA, LLC, a Subsidiary Guarantor By: /s/ Ian H. Brock Name: Ian H. Brock Title: Vice President AMERICAN DENTAL PARTNERS OF PENNSYLVANIA, LLC, a Subsidiary Guarantor By: /s/ Ian H. Brock Name: Ian H. Brock Title: Vice President AMERICAN DENTAL PARTNERS OF TENNESSEE, LLC, a Subsidiary Guarantor By: /s/ Ian H. Brock Name: Ian H. Brock Title: Vice President AMERICAN DENTAL PARTNERS OF VIRGINIA, LLC, a Subsidiary Guarantor By: /s/ Ian H. Brock Name: Ian H. Brock Title: Vice President AMERICAN DENTAL PROFESSIONAL SERVICES, LLC, a Subsidiary Guarantor By: /s/ Breht T. Feigh Name: Breht T. Feigh Title: Vice President APPLE PARK ASSOCIATES, INC., a Subsidiary Guarantor By: /s/ Ian H. Brock Name: Ian H. Brock Title: Vice President AMERICAN DENTAL PARTNERS OF ARIZONA, LLC, a Subsidiary Guarantor By: /s/ Ian H. Brock Name: Ian H. Brock Title: Vice President AMERICAN DENTAL PARTNERS OF WISCONSIN, LLC, a Subsidiary Guarantor By: /s/ Ian H. Brock Name: Ian H. Brock Title: Vice President PDHC, LTD., a Subsidiary Guarantor By: /s/ Ian H. Brock Name: Ian H. Brock Title: ...
The Administrative Agent and the Lenders. (a) (i) acknowledge that the Borrower did not deliver the audited financial statements (without qualification) required under Section 6.1(a) (for the fiscal year ending December 31, 1997) of the Credit Agreement and (ii) agree that the Borrower's failure to deliver such audited financial statements does not and will not constitute a Termination Event.
The Administrative Agent and the Lenders 

Related to The Administrative Agent and the Lenders

The Administrative Agent Each of the Lenders and the Issuing Bank hereby irrevocably appoints the Administrative Agent as its agent and authorizes the Administrative Agent to take such actions on its behalf, including execution of the other Loan Documents, and to exercise such powers as are delegated to the Administrative Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. 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 Loan Parties or any Subsidiary of a Loan Party or other Affiliate thereof as if it were not the Administrative Agent hereunder. The Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), and (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Loan Party or any of its Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent 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 any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection with any Loan Document, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, (v) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrowers), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. The Administrative Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this paragraph, the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Bank and the Borrower Representative. Upon any such resignation, the Required Lenders shall have the right to appoint a successor Administrative Agent hereunder which shall be a commercial bank reasonably acceptable to the Borrowers (which consent shall not be unreasonably withheld or delayed and shall not be required at any time when a Default exists). If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent, with the consent of the Borrowers (which consent shall not be unreasonably withheld or delayed and shall not be required at any time when a Default exists) may, on behalf of the Lenders and the Issuing Bank, appoint a successor Administrative Agent which shall be a commercial bank or an Affiliate of any such commercial bank. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 9.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent. Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender 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 also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender 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 related agreement or any document furnished hereunder or thereunder. Each Lender hereby agrees that (a) it has requested a copy of each Report prepared by or on behalf of the Administrative Agent; (b) the Administrative Agent (i) makes no representation or warranty, express or implied, as to the completeness or accuracy of any Report or any of the information contained therein or any inaccuracy or omission contained in or relating to a Report and (ii) shall not be liable for any information contained in any Report; (c) the Reports are not comprehensive audits or examinations, and that any Person performing any field examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel and that the Administrative Agent undertakes no obligation to update, correct or supplement the Reports; (d) it will keep all Reports confidential and strictly for its internal use, not share the Report with any Person except as otherwise permitted pursuant to this Agreement; and (e) without limiting the generality of any other indemnification provision contained in this Agreement, it will pay and protect, and indemnify, defend, and hold the Administrative Agent and any such other Person preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including reasonable attorney fees) incurred by or as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender. The Syndication Agent and Co-Documentation Agents shall not have any right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable to all Lenders as such.
Reliance by Administrative Agent and Lenders The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic Loan Notices) purportedly given by or on behalf of the Borrower even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrower shall indemnify the Administrative Agent, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of the Borrower. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.
Administrative Agent Each of the Lenders hereby irrevocably appoints Bank of America to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Section 9 are solely for the benefit of the Administrative Agent and the Lenders and, except to the extent that any Group Member has any express rights under this Section 9, no Group Member shall have rights as a third party beneficiary of any of such provisions.