Common use of APPOINTMENT AND AUTHORITY OF AGENT Clause in Contracts

APPOINTMENT AND AUTHORITY OF AGENT. Each Lender Party hereby irrevocably authorizes Agent, and Agent hereby undertakes, to receive payments of principal, interest and other amounts due hereunder as specified herein and to take all other actions and to exercise such powers under the Loan Documents as are specifically delegated to Agent by the terms hereof or thereof, together with all other powers reasonably incidental thereto. The relationship of Agent to the other Lender Parties is only that of one commercial lender acting as administrative agent for others, and nothing in the Loan Documents shall be construed to constitute Agent a trustee or other fiduciary for any holder of any of the Notes or of any participation therein nor to impose on Agent duties and obligations other than those expressly provided for in the Loan Documents. With respect to any matters not expressly provided for in the Loan Documents and any matters which the Loan Documents place within the discretion of Agent, Agent shall not be required to exercise any discretion or take any action, and it may request instructions from Lenders with respect to any such matter, in which case it shall be required to act or to refrain from acting (and shall be fully protected and free from liability to all Lenders in so acting or refraining from acting) upon the instructions of Required Lenders (including itself), provided, however, that Agent shall not be required to take any action which exposes it to a risk of personal liability that it considers unreasonable or which is contrary to the Loan Documents or to applicable Law. Upon receipt by Agent from Borrower of any communication calling for action on the part of Lenders or upon notice from any other Lender Party to Agent of any Default or Event of Default, Agent shall promptly notify each other Lender Party thereof.

APPOINTMENT AND AUTHORITY OF AGENT. Each In order to expedite the various transactions contemplated by this Agreement, each Lender Party hereby irrevocably authorizes Agentdesignates and appoints CIBC to act as its agent hereunder, and Agent hereby undertakes, to receive payments of principal, interest and other amounts due hereunder as specified herein and authorizes CIBC to take all other actions such action on its behalf under the provisions of this Agreement and to exercise such powers under the Loan Documents and perform such duties as are specifically expressly delegated to the Agent by the terms hereof of this Agreement or thereofany other Loan Document, together with all such other powers as are reasonably incidental thereto. The relationship of Agent Notwithstanding any provision to the contrary elsewhere in this Agreement or any other Lender Parties is only that of one commercial lender acting as administrative agent for othersLoan Document, and nothing in the Loan Documents shall be construed to constitute Agent a trustee or other fiduciary for any holder of any of the Notes or of any participation therein nor to impose on Agent duties and obligations other than those expressly provided for in the Loan Documents. With respect to any matters not expressly provided for in the Loan Documents and any matters which the Loan Documents place within the discretion of Agent, Agent shall not be required to exercise have any discretion duties or take responsibilities, except those expressly set forth herein or therein, or any actionfiduciary relationship with any Lender or any Obligor, and it may request instructions from Lenders with respect to any such matterno implied covenants, in which case it functions, responsibilities, duties, obligations, or liabilities shall be required to act read into this Agreement or to refrain from acting (and shall be fully protected and free from liability to all Lenders in so acting any other Loan Document or refraining from acting) upon otherwise exist against the instructions of Required Lenders (including itself), provided, however, that Agent. Should the Agent shall not be required fail or refuse to take any action which exposes it to requested hereunder by the Required Lenders, the Agent shall resign and the Required Lenders shall promptly appoint a risk of personal liability that it considers unreasonable or which is contrary successor to the Loan Documents Agent hereunder. At any time that no Person or Persons are acting as agent hereunder, the Obligors are authorized to applicable Lawdeal directly with each Lender for all purposes hereunder including, without limitation, the remittances of amounts then required to be paid hereunder and, in respect to any request or the like purportedly delivered by the Required Lenders to the Obligors, the Obligors shall receive written evidence thereof. Upon receipt by The Agent from Borrower is hereby expressly authorized as agent on behalf of the Lenders, without hereby limiting any communication calling for action implied authority: (a) To receive on behalf of each Lender any payment of principal or interest on the part Advances paid to the Agent, and to promptly distribute to each Lender its pro rata share of all payments so received; (b) To receive all documents and items to be furnished hereunder; (c) To act as nominee for and on behalf of all of the Lenders in and under this Agreement and the other Loan Documents; (d) To arrange for the means whereby the funds of the Lenders are to be made available to the Borrower; (e) To distribute to the Lenders information, requests, payments, prepayments, documents, and other items received from the Obligors and others; (f) To execute and deliver to the Obligors and others requests, demands, approvals, and consents received from the Lenders; (g) To the extent permitted by this Agreement, to exercise on behalf of each Lender all remedies of the Lenders or the Agent upon notice from any other Lender Party to Agent the occurrence of any Default or Event Unmatured Default specified in this Agreement, to the extent requested by the Required Lenders; and (h) To take such other actions as may be requested by the Required Lenders, subject to the limitations of Default, Agent shall promptly notify each other Lender Party thereofSection 8.2.

APPOINTMENT AND AUTHORITY OF AGENT. Each Lender Party hereby irrevocably (a) Except as expressly set forth in this Agreement to the contrary, each Buyer has appointed and designated the Agent under the Administration Agreement for the purpose of performing any action hereunder and under the other Facility Documents and authorizes Agent, and Agent hereby undertakes, to receive payments of principal, interest and other amounts due hereunder as specified herein and to take all other such actions on its behalf and to exercise such powers under the Loan Documents as are specifically delegated to Agent by the terms hereof or thereof, together with all other such actions and powers as are reasonably incidental thereto. The relationship provisions of this Section 39 are solely for the benefit of Agent and each Buyer, and Seller Parties shall not have any rights as a third-party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” (or any other similar term) herein or in any other Facility Document with reference to Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. (b) Each Seller Party hereby authorizes Agent and each Buyer to do any of the following: (a) instruct the remittance of, or remit, proceeds by Agent to any Buyer as agreed to by Buyers, and Seller waives any right which it may have to direct such remittance; and (b) subject to Section 31, share any information concerning the Seller Parties, any of their Affiliates party to this Agreement or other Facility Document and any Repurchase Assets related to this Agreement or other Facility Document with the other Buyers, regardless of whether or not the Seller or any of its Affiliates party to this Agreement or other Facility Document is in default or an Event of Default occurs and is continuing under this Agreement. (c) For the avoidance of doubt, no Seller Party may assert against any Buyer or make any claim against any Buyer any claim it has against the Agent for failure by Agent to perform its own obligations. (d) Agent, or any agent or agents hereafter appointed, at any time may resign by giving [***]prior written notice to the other Lender Seller Parties and Buyers and complying with the applicable provisions of this Section 39(d); provided, that prior to the occurrence and continuance of an Event of Default, any such resignation shall require the prior written consent of Seller Parties. A successor Agent shall be promptly appointed by all Required Buyers as defined in the Administration Agreement by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Agent and one copy to the successor Agent; provided that, prior to the occurrence and continuance of an Event of Default, no such successor Agent may be appointed without the prior written consent of Seller Parties (except with respect to any successor Agent that is only an Affiliate of Agent, in which case Seller Parties’ prior written consent shall not be required); and provided, further, that if no successor Agent shall have been so appointed and have accepted appointment within [***]after the giving of one commercial lender acting such notice of resignation, the resigning Agent may petition any court of competent jurisdiction for the appointment of a successor Agent. (e) Any successor Agent appointed as administrative agent for othersprovided in Section 39(d) hereof shall execute and deliver to the Seller Parties, Buyers and to its predecessor Agent an instrument accepting such appointment, and nothing thereupon the resignation or removal of the predecessor Agent shall become effective and such successor Agent, without any further act, deed or conveyance, shall become vested with all the rights and obligations of its predecessor, with like effect as if originally named as Agent (the predecessor Agent shall be discharged from its duties and obligations as Agent hereunder and under the other Facility Documents); provided that upon the written request of the Seller Parties, Required Buyers (as defined in the Loan Documents Administration Agreement) or the successor Agent, Agent ceasing to act shall execute and deliver (a) an instrument transferring to such successor Agent all of the rights of Agent so ceasing to act and (b) to such successor Agent such instruments as are necessary to transfer the Collateral (as defined the Administration Agreement) to such successor Agent (including assignments of all Collateral (as defined in the Administration Agreement) or Facility Documents). Upon the request of any such successor Agent made from time to time, the Seller Parties shall execute any and all papers which the successor Agent shall request or require to more fully and certainly vest in and confirm to such successor Agent all such rights. In furtherance of the foregoing, upon replacement of the Agent as contemplated herein, the Agent authorizes the successor Agent to file such financing statements as the successor Agent deems appropriate to further evidence the assumption by such successor Agent of the role as Agent hereunder. Any releases, limitations on liability and other exculpatory provisions from time to time granted to or otherwise provided for the benefit of a successor Agent or any of its successors or assigns in such capacity shall, in addition to inuring to the benefit of such Person, also inure to the benefit of NCFA in its capacity as the predecessor Agent. Any releases, limitations on liability and other exculpatory provisions applicable to the Agent set forth in this Agreement or any Facility Document shall continue in effect for the benefit of the predecessor Agent in respect of any actions taken or omitted to be taken by it in its capacity as and while it was the Agent under this Agreement and the other Facility Documents. (f) Any Person into which Agent may be merged or converted or with which it may be consolidated, or any Person surviving or resulting from any merger, conversion or consolidation to which Agent shall be construed a party or any Person succeeding to constitute the commercial banking business of Agent, shall be the successor Agent a trustee without the execution or other fiduciary for filing of any holder paper or any further act on the part of any of the Notes or of any participation therein nor to impose on Agent duties and obligations other than those expressly provided for in the Loan Documents. With respect to any matters not expressly provided for in the Loan Documents and any matters which the Loan Documents place within the discretion of Agent, Agent shall not be required to exercise any discretion or take any action, and it may request instructions from Lenders with respect to any such matter, in which case it shall be required to act or to refrain from acting (and shall be fully protected and free from liability to all Lenders in so acting or refraining from acting) upon the instructions of Required Lenders (including itself), provided, however, that Agent shall not be required to take any action which exposes it to a risk of personal liability that it considers unreasonable or which is contrary to the Loan Documents or to applicable Law. Upon receipt by Agent from Borrower of any communication calling for action on the part of Lenders or upon notice from any other Lender Party to Agent of any Default or Event of Default, Agent shall promptly notify each other Lender Party thereofparties.