Appointing the Facility Agent Sample Clauses

Appointing the Facility Agent. The Parties agree that the Lender may perform the functions of the Facility Agent. Each Financing Party (with the exception of the Lender that performs the functions of the Facility Agent) hereby designates the Facility Agent as its agent and comissions him to perform the actions set out by the Financial Documents on behalf and at the expense of such a Financing Party. For the sake of clarity, the Parties confirm that the Lender acting as a Facility Agent, has the same rights and obligations under the Financial Instruments as any other Lender, and has the right to exercise these rights, including the right of voting while adopting the decisions, and to fulfill the obligations as if he is not a Facility Agent. The performance of his obligations by the Facility Agent under the Agreement does not prevent the Facility Agent from performing any banking transactions with any member of the Group, including maintaining the bank accounts, credit arrangements and deposit sourcing. If the recoverable amount received from the Obligators does not cover the amount of expenses or losses incurred by the Facility Agent as a result of performing the functions of the Facility Agent in accordance with the terms of the Financial Documents, the Lender shall have the right to raise a demand before the Lenders (with the exception of the Lender who acts as the Facility Agent), and each Lender (with the exception of the Lender, who carries out the functions of the Facility Agent) undertakes to compensate to him in the amount corresponding to the Proportional Share of the Lender within 10 (ten) Business Days upon request from the Facility Agent, any documented expenses or losses incurred by the Facility Agent (except in cases of gross negligence on the part of the CFacility Agent or an intentional unjust act made by him) as a result of performing the functions of the Facility Agent in accordance with the terms of the Financial Documents in the part not covered by the recoverable amount received from any Obligator. The Facility Agent shall not be liable to the Lenders for his actions (or nonperformance) carried out in accordance with the Decision of the Lenders Majority or by the decision of all the Lenders. In the event that the terms of the Agreement do not require the Decision of the Lenders Majority or the Decisions of all Lenders, the Facility Agent is obliged to act (or abstain from the actions) at his sole discretion, with the maximum acccommodation of the interests of the Len...
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Related to Appointing the Facility Agent

  • Appointment of the Facility Agent (a) Each other Finance Party appoints the Facility Agent to act as its agent under and in connection with the Finance Documents.

  • Resignation of the Facility Agent (a) The Facility Agent may resign and appoint one of its Affiliates as successor by giving notice to the other Finance Parties and the Borrowers.

  • Indemnity to the Facility Agent The Borrower shall promptly indemnify the Facility Agent against any cost, loss or liability incurred by the Facility Agent (acting reasonably) as a result of:

  • Duties of the Facility Agent (a) The Facility Agent shall promptly forward to a Party the original or a copy of any document which is delivered to the Facility Agent for that Party by any other Party.

  • Conditions to the Obligation of the Underwriter The obligation of the Underwriter to purchase the Certificates shall be subject to the accuracy in all material respects of the representations and warranties on the part of WFASC and Wells Fargo Bank contained herein as of the date of the applicable Texxx Xgreement and as of the Closing Date, to the accuracy of the statements of WFASC and Wells Fargo Bank made in any officer's certificate pursuant to the prxxxxxons hereof, to the performance in all material respects by WFASC of its obligations hereunder and to the following additional conditions:

  • Agent the Lender Group 87 16.1. Appointment and Authorization of Agent........................................................87 16.2.

  • Appointment of the Underwriter The Fund hereby appoints the Underwriter as the principal underwriter and distributor of the Fund to sell to the public shares of its Class A Common Stock (the "Class A shares"), Class B Common Stock (the "Class B shares"), Class C Common Stock (the "Class C shares"), Advisor Class Common Stock (the "Advisor Class shares"), Class R Common Stock (the "Class R shares") and shares of such other class or classes as the Fund and the Underwriter shall from time to time mutually agree in writing shall become subject to this Agreement (the "New shares") (the Class A shares, the Class B shares, the Class C shares, the Advisor Class shares, the Class R shares and the New shares being collectively referred to herein as the "shares") and hereby agrees during the term of this Agreement to sell shares to the Underwriter upon the terms and conditions herein set forth.

  • Appointment of Controlling Note Holder Representative and Non-Controlling Note Holder Representative (a) The Controlling Note Holder shall have the right at any time to appoint a representative in connection with the exercise of its rights and obligations with respect to the Mortgage Loan (the “Controlling Note Holder Representative”). The Controlling Note Holder shall have the right in its sole discretion at any time and from time to time to remove and replace the Controlling Note Holder Representative. When exercising its various rights under Section 5 and elsewhere in this Agreement, the Controlling Note Holder may, at its option, in each case, act through the Controlling Note Holder Representative. The Controlling Note Holder Representative may be any Person (other than the Mortgage Loan Borrower, its principal or any Affiliate of the Mortgage Loan Borrower), including, without limitation, the Controlling Note Holder, any officer or employee of the Controlling Note Holder, any affiliate of the Controlling Note Holder or any other unrelated third party. No such Controlling Note Holder Representative shall owe any fiduciary duty or other duty to any other Person (other than the Controlling Note Holder). All actions that are permitted to be taken by the Controlling Note Holder under this Agreement may be taken by the Controlling Note Holder Representative acting on behalf of the Controlling Note Holder. Any Servicer acting on behalf of the Lead Securitization Note Holder shall not be required to recognize any Person as a Controlling Note Holder Representative until the Controlling Note Holder has notified the Servicer or Trustee of such appointment and, if the Controlling Note Holder Representative is not the same Person as the Controlling Note Holder, the Controlling Note Holder Representative provides any Servicer or Trustee with written confirmation of its acceptance of such appointment, an address and facsimile number for the delivery of notices and other correspondence and a list of officers or employees of such person with whom the parties to this Agreement may deal (including their names, titles, work addresses and facsimile numbers). The Controlling Note Holder shall promptly deliver such information to any Servicer. None of the Servicers, Operating Advisor and Trustee shall be required to recognize any person as a Controlling Note Holder Representative until they receive such information from the Controlling Note Holder. The Controlling Note Holder agrees to inform each such Servicer or Trustee of the then-current Controlling Note Holder Representative.

  • Inspection, Consultation and Advice The Company shall permit and cause each of its subsidiaries, if any, to permit each Investor and such persons as each Investor may designate, at such Investor’s expense, to visit and inspect any of the properties of the Company and its subsidiaries, examine their books and take copies and extracts therefrom, discuss the affairs, finances and accounts of the Company and its subsidiaries with their officers, employees and public accountants (and the Company hereby authorizes said accountants to discuss with such Investor and such designees such affairs, finances and accounts), and consult with and advise the management of the Company and its subsidiaries as to their affairs, finances and accounts, all at reasonable times and upon reasonable notice during normal business hours and provided that such Investor or designee has executed a confidentiality agreement in substance and form reasonably acceptable to the Company.

  • Notification of Creditor Parties and Security Parties The Agent shall send to each Lender, the Security Trustee and each Security Party a copy of the text of any notice which the Agent serves on the Borrower under Clause 19.2; but the notice shall become effective when it is served on the Borrower, and no failure or delay by the Agent to send a copy of the text of the notice to any other person shall invalidate the notice or provide the Borrower or any Security Party with any form of claim or defence.

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