AGENT’S ROLE AND POWERS Clause Samples

AGENT’S ROLE AND POWERS. 17.1 Each Bank appoints the Agent as its representative in order to regularize the Securities and to execute the legal instruments and materials which are expressly entrusted to it under the terms of the Agreement and the other Contractual Documents, in its name and on its behalf. The Banks therefore give the Agent authority to conserve all of the original instruments and documents relating to all of the Securities. The Agent is therefore a sequestrator depository which it expressly accepts. It is specified that in the event of the Loan’s accelerated maturity, under Article 14, as far as is necessary, the Agent will realize the Financial Instruments Account Pledge on behalf of the Banks and divide the sale price of the pledged shares between the Banks, pro rata to their Participation 17.2 The Agent can freely exercise its rights under the Agreement and the other Contractual Documents, with the obligation to report the performance to the Banks. However, if there are two (2) Banks in number, the Agent must obtain the unanimous agreement of the Banks for any modification of the Borrower’s undertakings, and for any agreement, authorization, or approval by the Banks which the Borrower claims under the Agreement. If there are more than two (2) Banks, the Agent must obtain the agreement : (A) of all of the Banks for the following decisions : (1) The grant of time to pay for the Loan exceeding five (5) Working Days ; (2) Prolonging the duration of any of Tranches A1, A2, A3 or A4 ; (3) Modifying or abandoning any of the Securities guaranteeing the Loan ; (4) Reducing the margin applicable to any of Tranches A1, A2, A3 and A4, apart from any reduction in the margin in accordance with the provisions of Article 6.3 ; (5) Modifying the method of calculating interests compared to the provisions of Article 6.5 ; (6) Abandoning a debt against the Borrower under the Loan ; (7) Modifying one of the provisions of this Article 17.2 ; (B) of the Majority of the Banks for all other decisions by the Banks, and in particular any authorization given to the Borrower to temporarily waive respecting the Financial ratios or the method of calculating the Financial Ratios. 17.3 The Agent cannot be held liable on the basis of the actions committed, whether under this Agreement or not, apart from gross negligence, or fraud. 17.4 The Agent can rely on any document signed by the person(s) authorized to take the decisions in question, and can follow its Counsel’s advice on any legal questio...
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AGENT’S ROLE AND POWERS. 17.1 Each Bank appoints the Agent as its representative in order to regularize the Securities and to execute the legal instruments and materials which are expressly entrusted to it under the terms of the Agreement and the other Contractual Documents, in its name and on its behalf. The Banks therefore give the Agent authority to conserve all of the original instruments and documents relating to all of the Securities. The Agent is therefore a sequestrator depository which it expressly accepts. It is specified that in the event of the Loan’s accelerated maturity, under Article 14, as far as is necessary, the Agent will realize the Financial Instruments Account Pledge on behalf of the Banks and divide the sale price of the pledged shares between the Banks, pro rata to their Participation
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Related to AGENT’S ROLE AND POWERS

  • Appointment and Powers Subject to the terms and conditions hereof, each of the Secured Parties hereby appoints Norwest Bank Minnesota, National Association as the Collateral Agent with respect to the Series 1993-A Collateral and the related Collateral subsequently specified in a Series Supplement, and Norwest Bank Minnesota, National Association hereby accepts such appointment and agrees to act as Collateral Agent with respect to the Series 1993-A Collateral, and upon execution of any Series Supplement, shall be deemed to accept such appointment, and agree to act as Collateral Agent with respect to such Collateral, in each case, for the Secured Parties, to maintain custody and possession of such Collateral (except as otherwise provided hereunder) and to perform the other duties of the Collateral Agent in accordance with the provisions of this Agreement. Each Secured Party hereby authorizes the Collateral Agent to take such action on its behalf, and to exercise such rights, remedies, powers and privileges hereunder, as the Controlling Party may direct and as are specifically authorized to be exercised by the Collateral Agent by the terms hereof, together with such actions, rights, remedies, powers and privileges as are reasonably incidental thereto. The Collateral Agent shall act upon and in compliance with the written instructions of the Controlling Party delivered pursuant to this Agreement promptly following receipt of such written instructions; provided that the Collateral Agent shall not act in accordance with any instructions (i) which are not authorized by, or in violation of the provisions of, this Agreement, (ii) which are in violation of any applicable law, rule or regulation or (iii) for which the Collateral Agent has not received reasonable indemnity. Receipt of such instructions shall not be a condition to the exercise by the Collateral Agent of its express duties hereunder, except where this Agreement provides that the Collateral Agent is permitted to act only following and in accordance with such instructions.

  • Purposes and Powers The purpose of the Trust is, and the Trust shall have the power and authority, to engage in the following activities: (a) to acquire, manage and hold the Receivables; (b) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Agreement, and to sell, transfer or exchange the Notes and the Certificates; (c) to acquire certain property and assets from the Depositor on the Closing Date pursuant to the Trust Sale Agreement and any other Further Transfer Agreements, to make payments to the Noteholders and the Certificateholders, to make deposits into and withdrawals from the Reserve Account and to pay the organizational, start-up and transactional expenses of the Trust; (d) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the terms of the Indenture and to hold, manage and distribute to the Certificateholders pursuant to the terms of this Agreement and the Servicing Agreement any portion of the Trust Estate released from the lien of, and remitted to the Trust pursuant to, the Indenture; (e) to enter into and perform its obligations and exercise its rights under the Basic Documents to which it is to be a party; (f) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (g) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Securityholders. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents. Notwithstanding anything to the contrary in this Agreement or in any other document, neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to acquire any other investments, reinvest any proceeds of the Trust or engage in activities other than the foregoing, and, in particular neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to do anything that would cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposes.

  • Organization and Powers Each Loan Party is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation as specified in Schedule 5.1 annexed hereto. Each Loan Party has all requisite corporate power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents and Related Agreements to which it is a party and to carry out the transactions contemplated thereby.

  • Rights and Powers Creditor may, without obligation to do so, exercise one or more of the following rights and powers with respect to the Collateral: (a) Accept in its discretion, but subject to the applicable limitations of Section 8, other property of the Borrower in exchange for all or part of the Collateral and release Collateral to the Borrower to the extent necessary to effect such exchange, and in such event the money, property or securities received in the exchange shall be held by the Creditor as substitute security for the Note and all other indebtedness secured hereunder; (b) Perform such acts as are necessary to preserve and protect the Collateral and the rights, powers and remedies granted with respect to such Collateral by this Agreement; and (c) Transfer record ownership of the Collateral to Creditor or its nominee and receive, endorse and give receipt for, or collect by legal proceedings or otherwise, dividends or other distributions made or paid with respect to the Collateral, but only if there exists at the time an outstanding event of default under Section 9 of this Agreement. Any action by Creditor pursuant to the provisions of this Section 3 may be taken without notice to Borrower. Expenses reasonably incurred in connection with such action shall be payable by the Borrower and form part of the indebtedness secured hereunder, as provided in Section 11. So long as there exists no event of default under Section 9 of this Agreement, Borrower may exercise all Member voting rights and be entitled to receive any and all regular cash distributions paid on the Collateral. Accordingly, until such time as an event of default occurs under this Agreement, all proxy statements and other Member materials pertaining to the Collateral shall be delivered to the Borrower at the address indicated below. Any cash sums that Creditor may receive in the exercise of its rights and powers under this Section 3 shall be applied to the payment of the Note and any other indebtedness secured hereunder, in such order of application, as Creditor deems appropriate. Any remaining cash shall be paid over to the Borrower.

  • Purpose and Powers (a) The Company is organized for the purposes of undertaking such activities as determined by the Board and, subject to the terms and conditions herein and of the Delaware Act, the Members, which are permitted by applicable law and engaging in activities incidental or ancillary thereto. Notwithstanding the forgoing, the Company has been organized to form a subsidiary which will acquire the artwork as identified on Schedule 1 (the “Painting”) and undertake certain actions with respect thereto. (b) The Company shall possess and may exercise all the powers and privileges granted by the Delaware Act or by any other law or by this Agreement, together with any powers incidental thereto, which are necessary or convenient to the conduct, promotion or attainment of the business, purposes or activities of the Company.