Common use of Authority of Agent Clause in Contracts

Authority of Agent. Each of the Banks authorizes the Agent to act on ------------------ its behalf to the extent herein provided and to exercise such other powers as are reasonably incidental thereto, including the receipt of all payments of principal of and interest on the Notes, fees and other amounts payable hereunder, with full power and authority as attorney-in-fact for the Banks to institute and maintain actions, suits or proceedings for the collection and enforcement of the Notes and to file such proofs of debt or other documents as may be necessary to have the claims of the Banks allowed in any proceeding relative to any Borrower or its creditors or affecting its properties and to take such other action for the protection, collection and enforcement of the Notes as the Agent may deem advisable. The Agent may take any such action in its discretion and shall take such action for the protection, collection and enforcement of the Notes as may be requested by the Majority Banks. The relationship between the Agent and each Bank has no fiduciary aspects, and the Agent's duties (as Agent) hereunder are acknowledged to be only ministerial and not involving the exercise of discretion on its part. Nothing in this Agreement or any Note shall be construed to impose on the Agent any duties or responsibilities other than those for which express provision is made herein or therein. In performing its duties and functions hereunder, the Agent does not assume and shall not be deemed to have assumed, and hereby expressly disclaims, any obligation with or for the Borrowers. As to matters not expressly provided for in this Agreement or any Note, the Agent shall not be required to exercise any discretion or to take any action or communicate any notice, but shall be fully protected in so acting or refraining from acting upon the instructions of the Majority Banks and their respective successors and assigns; provided, however, that in no event shall the Agent be required to take any action which exposes it to personal liability or which is contrary to this Agreement, any Note or applicable law, and the Agent shall be fully justified in failing or refusing to take any action hereunder unless it shall first be specifically indemnified to its satisfaction by the Banks against any and all liability and expense which may be incurred by it by reason of taking or omitting to take any such action. If an indemnity furnished to the Agent for any purpose shall, in the reasonable opinion of the Agent, be insufficient or become impaired, the Agent may call for additional indemnity from the Banks and not commence or cease to do the acts for which such indemnity is requested until such additional indemnity is furnished. The Majority Banks may revoke the authority of the Agent set forth herein effective upon receipt of written notice by the Agent of such revocation. The Agent shall promptly notify the Banks of any Event of Default.

Authority of Agent. Each 3.1 The AGENT’s authority under this AGREEMENT shall be limited to the provision of SERVICES to the Banks authorizes PRINCIPAL. 3.2 The authority conferred upon the Agent AGENT under this AGREEMENT, including but not limited to act on ------------------ its behalf underwriting and claims, is personal in nature and as such, the AGENT shall not delegate, transfer or sub-contract or otherwise assign all or part of such authority to any person or entity except (i) existing SERVICES which are currently delegated to Claims Risk Management, Inc. or (ii) to the extent herein provided that the PRINCIPAL approves such delegation, transfer, sub-contracting or assignment in writing in advance. 3.3 The underwriting and claims authority conferred upon the AGENT under this AGREEMENT is subject to exercise such other powers as are reasonably incidental thereto, including any further limitations dictated by the receipt terms of all payments Schedules to this AGREEMENT. 3.4 The AGENT shall not engage any third party (including, but not limited to, any attorney or special investigator) to act for or on behalf of principal the PRINCIPAL or AGENT (either directly or indirectly) in connection with this AGREEMENT, the ORIGINAL REINSURANCE CONTRACTS, or any ORIGINAL REINSURANCE CLAIMS presented thereunder unless and until it informs the PRINCIPAL of and interest any such engagement. 3.5 Except as provided in Schedule 1, the AGENT shall not bind any outwards reinsurance of ORIGINAL REINSURANCE CONTRACTS on behalf of the PRINCIPAL. 3.6 AGENT shall only have authority to bind PRINCIPAL to a 50% participation in each ORIGINAL REINSURANCE CONTRACT, provided that, such authority shall be further conditioned on the NotesLEAD REINSURER being bound to the remaining 50% participation in each such contract, fees and other amounts payable hereunderprovided further that, with full power and AGENT shall have the limited authority as attorney-in-fact for to reduce PRINCIPAL’s participation in an ORIGINAL REINSURANCE CONTRACT where the Banks LEAD REINSURER has committed to institute and maintain actions, suits retrocede a portion of its share of such contract to a captive reinsurer owned or proceedings for controlled by the collection and enforcement of managing general underwriter receiving a commission on such ORIGINAL REINSURANCE CONTRACT. Any such reduction in PRINCIPAL’s participation shall be limited to the Notes and to file such proofs of debt or other documents as may be extent necessary to have the claims of the Banks allowed in any proceeding relative to any Borrower or its creditors or affecting its properties provide PRINICIPAL and to take such other action for the protection, collection and enforcement of the Notes as the Agent may deem advisable. The Agent may take any such action in its discretion and shall take such action for the protection, collection and enforcement of the Notes as may be requested by the Majority Banks. The relationship between the Agent and each Bank has no fiduciary aspects, and the Agent's duties (as Agent) hereunder are acknowledged to be only ministerial and not involving the exercise of discretion on its part. Nothing in this Agreement or any Note shall be construed to impose on the Agent any duties or responsibilities other than those for which express provision is made herein or therein. In performing its duties and functions hereunder, the Agent does not assume and shall not be deemed to have assumed, and hereby expressly disclaims, any obligation LEAD REINSURER with or for the Borrowers. As to matters not expressly provided for in this Agreement or any Note, the Agent shall not be required to exercise any discretion or to take any action or communicate any notice, but shall be fully protected in so acting or refraining from acting upon the instructions of the Majority Banks and their respective successors and assigns; provided, however, that in no event shall the Agent be required to take any action which exposes it to personal liability or which is contrary to this Agreement, any Note or applicable law, and the Agent shall be fully justified in failing or refusing to take any action hereunder unless it shall first be specifically indemnified to its satisfaction by the Banks against any and all liability and expense which may be incurred by it by reason of taking or omitting to take any such action. If an indemnity furnished to the Agent for any purpose shall, equal participations in the reasonable opinion of ORIGINAL REINSURANCE CONTRACT after netting out the Agent, be insufficient or become impaired, retrocession described in the Agent may call for additional indemnity from the Banks and not commence or cease to do the acts for which such indemnity is requested until such additional indemnity is furnished. The Majority Banks may revoke the authority of the Agent set forth herein effective upon receipt of written notice by the Agent of such revocation. The Agent shall promptly notify the Banks of any Event of Defaultpreceding sentence.

Authority of Agent. Each (a) The Pledgor acknowledges that the rights and responsibilities of the Banks authorizes Administrative Agent under this Agreement with respect to any action taken by the Administrative Agent or the exercise or non-exercise by the Administrative Agent of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Agreement shall, as between the Administrative Agent and the other Secured Parties, be governed by the Credit Agreement and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Administrative Agent and the Pledgor, the Administrative Agent shall be conclusively presumed to be acting as agent for the Secured Parties with full and valid authority so to act on ------------------ its behalf or refrain from acting, and the Pledgor shall not be under any obligation, or entitlement, to make any inquiry respecting such authority. (b) The Administrative Agent has been appointed to act as the extent herein provided Administrative Agent hereunder by the Lenders and, by their acceptance of the benefits hereof, the other Secured Parties. The Administrative Agent shall be obligated, and shall have the right hereunder, to make demands, to give notices, to exercise such other powers as are reasonably incidental theretoor refrain from exercising any rights, including the receipt of all payments of principal of and interest on the Notes, fees and other amounts payable hereunder, with full power and authority as attorney-in-fact for the Banks to institute and maintain actions, suits or proceedings for the collection and enforcement of the Notes and to file such proofs of debt or other documents as may be necessary to have the claims of the Banks allowed in any proceeding relative to any Borrower or its creditors or affecting its properties and to take such other or refrain from taking any action for (including, without limitation, the protectionrelease or substitution of Collateral), collection and enforcement of the Notes as the Agent may deem advisable. The Agent may take any such action solely in its discretion and shall take such action for the protection, collection and enforcement of the Notes as may be requested by the Majority Banks. The relationship between the Agent and each Bank has no fiduciary aspects, accordance with this Agreement and the Agent's duties (as Agent) hereunder are acknowledged to be only ministerial and not involving Credit Agreement; provided that the exercise of discretion on its part. Nothing Administrative Agent shall, after Payment in this Agreement Full, exercise, or any Note shall be construed to impose on the Agent any duties or responsibilities other than those for which express provision is made herein or therein. In performing its duties and functions hereunder, the Agent does not assume and shall not be deemed to have assumed, and hereby expressly disclaimsrefrain from exercising, any obligation with or for the Borrowers. As to matters not expressly remedies provided for herein and otherwise act in this Agreement or any Note, the Agent shall not be required to exercise any discretion or to take any action or communicate any notice, but shall be fully protected in so acting or refraining from acting upon accordance with the instructions of the holders of a majority (the “Majority Banks Holders”) of the sum of (x) the aggregate settlement or termination amount (exclusive of expenses and their respective successors similar payments but including any early termination payments then due) under all Secured Hedge Agreements and assigns(y) all amounts payable under Secured Cash Management Agreements (exclusive of expenses and similar payments). For purposes of the foregoing sentence, the settlement or termination value for any hedge that has not been terminated or closed out at the time of the relevant determination shall be a termination, close-out unwind or equivalent value as calculated by the appropriate swap counterparties and reported to the Administrative Agent upon request or, if any such counterparty does not provide such calculation, such value as shall be determined by the Administrative Agent in its sole discretion; providedprovided that any Secured Hedge Agreement with a termination or close-out amount that is a negative number shall be disregarded for purposes of determining the Majority Holders. The provisions of the Credit Agreement relating to the Administrative Agent, howeverincluding without limitation, that in no event shall the Agent be required provisions relating to take any action which exposes it resignation or removal of the Administrative Agent, subject to personal liability or which is contrary to this Agreement, any Note or applicable law, Section 8.3(e) hereof) and the Agent shall be fully justified in failing or refusing to take any action hereunder unless it shall first be specifically indemnified to its satisfaction by the Banks against any powers and all liability duties and expense which may be incurred by it by reason of taking or omitting to take any such action. If an indemnity furnished to the Agent for any purpose shall, in the reasonable opinion immunities of the Administrative Agent, be insufficient or become impaired, the Agent may call for additional indemnity from the Banks are incorporated herein by this reference and not commence or cease to do the acts for which such indemnity is requested until such additional indemnity is furnished. The Majority Banks may revoke the authority shall survive any termination of the Agent set forth herein effective upon receipt of written notice by the Agent of such revocation. The Agent shall promptly notify the Banks of any Event of DefaultCredit Agreement.

Authority of Agent. (a) Each Grantor acknowledges that the rights and responsibilities of the Banks Agent under this Agreement with respect to any action taken by the Agent or the exercise or non-exercise by the Agent of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Agreement shall, as between the Agent and the other Secured Parties, be governed by the Credit Agreement and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Agent and the Grantors, the Agent shall be conclusively presumed to be acting as agent for the Secured Parties with full and valid authority so to act or refrain from acting, and no Grantor shall be under any obligation, or entitlement, to make any inquiry respecting such authority. (b) The Agent has been appointed to act as Agent hereunder by the Lenders and, by their acceptance of the benefits hereof, the other Secured Parties. The Agent shall be obligated, and shall have the right hereunder, to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any action (including, without limitation, the release or substitution of Collateral), solely in accordance with this Agreement and the Credit Agreement; provided that the Agent shall, after the termination of all Commitments and the payment in full of all Obligations (other than Unasserted Contingent Obligations) under the Credit Agreement and the other Loan Documents (the “Discharge of Credit Agreement Obligations”), exercise, or refrain from exercising, any remedies provided for herein and otherwise act in accordance with the instructions of the holders of a majority (the “Majority Holders”) of the sum of (x) the aggregate settlement or termination amount (exclusive of expenses and similar payments but including any early termination payments then due) under all Specified Hedge Agreements and (y) all amounts payable under Specified Cash Management Agreements (exclusive of expenses and similar payments). For purposes of the foregoing sentence, the settlement or termination value for any hedge that has not been terminated or closed out at the time of the relevant determination shall be a termination, close-out unwind or equivalent value as calculated by the appropriate swap counterparties and reported to the Agent upon request or, if any such counterparty does not provide such calculation, such value as shall be determined by the Agent in its sole discretion; provided that any Specified Hedge Agreement with a termination or close-out amount that is a negative number shall be disregarded for purposes of determining the Majority Holders. In furtherance of the foregoing provisions of this Section 8.1, each Secured Party, by its acceptance of the benefits hereof, agrees that it shall have no right individually to realize upon any of the Collateral hereunder, it being understood and agreed by such Secured Party that all rights and remedies hereunder may be exercised solely by the Agent for the benefit of the Secured Parties in accordance with the terms of this Section 8.1. The provisions of the Credit Agreement relating to the Agent, including, without limitation, the provisions relating to resignation or removal of the Agent and the powers and duties and immunities of the Agent, are incorporated herein by this reference and shall survive any termination of the Credit Agreement. To the extent permitted by applicable law, each Secured Party authorizes the Agent to act on ------------------ its behalf to the extent herein provided and to exercise such other powers as are reasonably incidental thereto, including the receipt of credit bid all payments of principal of and interest on the Notes, fees and other amounts payable hereunder, with full power and authority as attorney-in-fact for the Banks to institute and maintain actions, suits or proceedings for the collection and enforcement any part of the Notes and to file such proofs of debt or other documents as may be necessary to have the claims of the Banks allowed in any proceeding relative to any Borrower or its creditors or affecting its properties and to take such other action for the protection, collection and enforcement of the Notes as the Agent may deem advisable. The Agent may take any such action in its discretion and shall take such action for the protection, collection and enforcement of the Notes as may be requested Obligations held by the Majority Banks. The relationship between the Agent and each Bank has no fiduciary aspects, and the Agent's duties (as Agent) hereunder are acknowledged to be only ministerial and not involving the exercise of discretion on its part. Nothing in this Agreement or any Note shall be construed to impose on the Agent any duties or responsibilities other than those for which express provision is made herein or therein. In performing its duties and functions hereunder, the Agent does not assume and shall not be deemed to have assumed, and hereby expressly disclaims, any obligation with or for the Borrowers. As to matters not expressly provided for in this Agreement or any Note, the Agent shall not be required to exercise any discretion or to take any action or communicate any notice, but shall be fully protected in so acting or refraining from acting upon the instructions of the Majority Banks and their respective successors and assigns; provided, however, that in no event shall the Agent be required to take any action which exposes it to personal liability or which is contrary to this Agreement, any Note or applicable law, and the Agent shall be fully justified in failing or refusing to take any action hereunder unless it shall first be specifically indemnified to its satisfaction by the Banks against any and all liability and expense which may be incurred by it by reason of taking or omitting to take any such action. If an indemnity furnished to the Agent for any purpose shall, in the reasonable opinion of the Agent, be insufficient or become impaired, the Agent may call for additional indemnity from the Banks and not commence or cease to do the acts for which such indemnity is requested until such additional indemnity is furnished. The Majority Banks may revoke the authority of the Agent set forth herein effective upon receipt of written notice by the Agent of such revocation. The Agent shall promptly notify the Banks of any Event of Defaultit.

Authority of Agent. Each (a) The Companies appoint the Lessee as their agent (and the Lessee accepts such appointment) for the purposes of acquiring Relevant Vehicles on and subject to the terms of this clause 2. (b) All orders for Relevant Vehicles will be placed by the Lessee with the Supplier as agent on behalf of the Banks authorizes Relevant Lessor. Any negotiations that shall take place between the Agent to act Lessee or any third party acting on ------------------ its the Lessee’s behalf and the Supplier in relation to the extent herein provided and to exercise such other powers supply of Relevant Vehicles shall be undertaken by the Lessee as are reasonably incidental thereto, including agent on behalf of the receipt of all payments of principal of and interest on the Notes, fees and other amounts payable hereunder, with full power and authority as attorney-in-fact Relevant Lessor for the Banks to institute and maintain actions, suits or proceedings express purpose of the Relevant Lessor becoming the owner of the Relevant Vehicles. (c) The Lessee shall not: (i) enter into any agreement with a Supplier for the collection and enforcement acquisition of Relevant Vehicles as agent for the Companies prior to the date of this Master Agreement; (ii) place any firm order or purport to bind the Companies to any contract for the acquisition of any Relevant Vehicle if, as a consequence thereof, on entering into a Lease Contract in respect of any such Relevant Vehicle the aggregate of the Notes and amount then outstanding to file the Companies under all Lease Contracts from all Lessee Group Companies would exceed the Limit; (iii) exercise its authority under this Master Agreement to purchase any Relevant Vehicle from itself or from any Lessee Group Company unless such proofs of debt Lessee Group Company’s business is the manufacture or other documents as may be necessary to have the claims supply of the Banks allowed Relevant Vehicle in any proceeding relative to any Borrower or its creditors or affecting its properties question and to take such other action for provided that the protection, collection and enforcement Price of the Notes as the Agent may deem advisable. The Agent may take any such action in its discretion and shall take such action for the protection, collection and enforcement of the Notes as may be requested by the Majority Banks. The relationship between the Agent and each Bank has no fiduciary aspects, and the Agent's duties (as Agent) hereunder are acknowledged to be only ministerial and not involving the exercise of discretion on its part. Nothing in this Agreement or any Note shall be construed to impose on the Agent any duties or responsibilities other than those for which express provision is made herein or therein. In performing its duties and functions hereunder, the Agent does not assume and Relevant Vehicle shall not be deemed to have assumed, and hereby expressly disclaims, greater than the price at which such Lessee Group Company sells such Relevant Vehicles in its ordinary course of business; (iv) purchase any obligation with or Relevant Vehicle under this Master Agreement which has been used for the Borrowers. As to matters not expressly provided for in this Agreement purpose of a trade carried out by the Lessee or any Note, the Agent shall not be required Lessee Group Company; or (v) exercise its authority under this Master Agreement to exercise purchase any discretion or to take any action or communicate any notice, but shall be fully protected in Relevant Vehicle for so acting or refraining from acting upon the instructions of the Majority Banks and their respective successors and assigns; provided, however, that in no event shall the Agent be required to take any action which exposes it to personal liability or which is contrary to this Agreement, any Note or applicable law, and the Agent shall be fully justified in failing or refusing to take any action hereunder unless it shall first be specifically indemnified to its satisfaction by the Banks against any and all liability and expense which may be incurred by it by reason of taking or omitting to take any such action. If an indemnity furnished to the Agent for any purpose shall, in the reasonable opinion of the Agent, be insufficient or become impaired, the Agent may call for additional indemnity from the Banks and not commence or cease to do the acts for which such indemnity is requested until such additional indemnity is furnished. The Majority Banks may revoke the authority of the Agent set forth herein effective upon receipt of written notice by the Agent of such revocation. The Agent shall promptly notify the Banks of long as any Event of DefaultDefault has occurred and is continuing. (d) The Lessee shall ensure that all Relevant Vehicles shall be purchased under this Master Agreement with clear title, free from any Security Interest and with the benefit of all Supplier warranties and guarantees. (e) The Lessee shall not claim or be entitled to any remuneration or reimbursement for acting as agent under this Master Agreement except as expressly set out in this clause 2.

Authority of Agent. (a) Each Grantor acknowledges that the rights and responsibilities of the Banks Agent under this Agreement with respect to any action taken by the Agent or the exercise or non-exercise by the Agent of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Agreement shall, as between the Agent and the other Secured Parties, be governed by the Credit Agreement and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Agent and the Grantors, the Agent shall be conclusively presumed to be acting as agent for the Secured Parties with full and valid authority so to act or refrain from acting, and no Grantor shall be under any obligation, or entitlement, to make any inquiry respecting such authority. (b) The Agent has been appointed to act as Agent hereunder by the Lenders and, by their acceptance of the benefits hereof, the other Secured Parties. The Agent shall be obligated, and shall have the right hereunder, to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any action (including, without limitation, the release or substitution of Collateral), solely in accordance with this Agreement and the Credit Agreement; provided that the Agent shall, after the termination of all Commitments and the payment in full of all Obligations (other than contingent indemnification obligations as to which no claim has been asserted) under the Credit Agreement and the other Loan Documents (the “Discharge of Credit Agreement Obligations”), exercise, or refrain from exercising, any remedies provided for herein and otherwise act in accordance with the instructions of the holders of a majority (the “Majority Holders”) of the sum of (x) the aggregate settlement or termination amount (exclusive of expenses and similar payments but including any early termination payments then due) under all Specified Hedge Agreements and (y) all amounts payable under Specified Cash Management Agreements (exclusive of expenses and similar payments). For purposes of the foregoing sentence, the settlement or termination value for any hedge that has not been terminated or closed out at the time of the relevant determination shall be a termination, close-out unwind or equivalent value as calculated by the appropriate swap counterparties and reported to the Agent upon request or, if any such counterparty does not provide such calculation, such value as shall be determined by the Agent in its sole discretion; provided that any Specified Hedge Agreement with a termination or close-out amount that is a negative number shall be disregarded for purposes of determining the Majority Holders. In furtherance of the foregoing provisions of this Section 8.1, each Secured Party, by its acceptance of the benefits hereof, agrees that it shall have no right individually to realize upon any of the Collateral hereunder, it being understood and agreed by such Secured Party that all rights and remedies hereunder may be exercised solely by the Agent for the benefit of the Secured Parties in accordance with the terms of this Section 8.1. The provisions of the Credit Agreement relating to the Agent, including, without limitation, the provisions relating to resignation or removal of the Agent and the powers and duties and immunities of the Agent, are incorporated herein by this reference and shall survive any termination of the Credit Agreement. To the extent permitted by applicable law, each Secured Party authorizes the Agent to act on ------------------ its behalf to the extent herein provided and to exercise such other powers as are reasonably incidental thereto, including the receipt of credit bid all payments of principal of and interest on the Notes, fees and other amounts payable hereunder, with full power and authority as attorney-in-fact for the Banks to institute and maintain actions, suits or proceedings for the collection and enforcement any part of the Notes and to file such proofs of debt or other documents as may be necessary to have the claims of the Banks allowed in any proceeding relative to any Borrower or its creditors or affecting its properties and to take such other action for the protection, collection and enforcement of the Notes as the Agent may deem advisable. The Agent may take any such action in its discretion and shall take such action for the protection, collection and enforcement of the Notes as may be requested Obligations held by the Majority Banks. The relationship between the Agent and each Bank has no fiduciary aspects, and the Agent's duties (as Agent) hereunder are acknowledged to be only ministerial and not involving the exercise of discretion on its part. Nothing in this Agreement or any Note shall be construed to impose on the Agent any duties or responsibilities other than those for which express provision is made herein or therein. In performing its duties and functions hereunder, the Agent does not assume and shall not be deemed to have assumed, and hereby expressly disclaims, any obligation with or for the Borrowers. As to matters not expressly provided for in this Agreement or any Note, the Agent shall not be required to exercise any discretion or to take any action or communicate any notice, but shall be fully protected in so acting or refraining from acting upon the instructions of the Majority Banks and their respective successors and assigns; provided, however, that in no event shall the Agent be required to take any action which exposes it to personal liability or which is contrary to this Agreement, any Note or applicable law, and the Agent shall be fully justified in failing or refusing to take any action hereunder unless it shall first be specifically indemnified to its satisfaction by the Banks against any and all liability and expense which may be incurred by it by reason of taking or omitting to take any such action. If an indemnity furnished to the Agent for any purpose shall, in the reasonable opinion of the Agent, be insufficient or become impaired, the Agent may call for additional indemnity from the Banks and not commence or cease to do the acts for which such indemnity is requested until such additional indemnity is furnished. The Majority Banks may revoke the authority of the Agent set forth herein effective upon receipt of written notice by the Agent of such revocation. The Agent shall promptly notify the Banks of any Event of Defaultit.

Authority of Agent. Each 3.1 The AGENT's authority under this AGREEMENT shall be limited to the provision of SERVICES to the Banks authorizes PRINCIPAL. 3.2 The authority conferred upon the Agent AGENT under this AGREEMENT, including but not limited to act on ------------------ its behalf underwriting and claims, is personal in nature and as such, the AGENT shall not delegate, transfer or sub-contract or otherwise assign all or part of such authority to any person or entity except (i) existing SERVICES which are currently delegated to Claims Risk Management, Inc. or (ii) to the extent herein provided that the PRINCIPAL approves such delegation, transfer, sub-contracting or assignment in writing in advance. 3.3 The underwriting and claims authority conferred upon the AGENT under this AGREEMENT is subject to exercise such other powers as are reasonably incidental thereto, including any further limitations dictated by the receipt terms of all payments Schedules to this AGREEMENT. 3.4 The AGENT shall not engage any third party (including, but not limited to, any attorney or special investigator) to act for or on behalf of principal the PRINCIPAL or AGENT (either directly or indirectly) in connection with this AGREEMENT, the ORIGINAL REINSURANCE CONTRACTS, or any ORIGINAL REINSURANCE CLAIMS presented thereunder unless and until it informs the PRINCIPAL of and interest any such engagement. 3.5 Except as provided in Schedule 1, the AGENT shall not bind any outwards reinsurance of ORIGINAL REINSURANCE CONTRACTS on behalf of the PRINCIPAL. 3.6 AGENT shall only have authority to bind PRINCIPAL to a 50% participation in each ORIGINAL REINSURANCE CONTRACT, provided that, such authority shall be further conditioned on the NotesLEAD REINSURER being bound to the remaining 50% participation in each such contract, fees and other amounts payable hereunderprovided further that, with full power and AGENT shall have the limited authority as attorney-in-fact for to reduce PRINCIPAL's participation in an ORIGINAL REINSURANCE CONTRACT where the Banks LEAD REINSURER has committed to institute and maintain actions, suits retrocede a portion of its share of such contract to a captive reinsurer owned or proceedings for controlled by the collection and enforcement of managing general underwriter receiving a commission on such ORIGINAL REINSURANCE CONTRACT. Any such reduction in PRINCIPAL's participation shall be limited to the Notes and to file such proofs of debt or other documents as may be extent necessary to have the claims of the Banks allowed in any proceeding relative to any Borrower or its creditors or affecting its properties provide PRINICIPAL and to take such other action for the protection, collection and enforcement of the Notes as the Agent may deem advisable. The Agent may take any such action in its discretion and shall take such action for the protection, collection and enforcement of the Notes as may be requested by the Majority Banks. The relationship between the Agent and each Bank has no fiduciary aspects, and the Agent's duties (as Agent) hereunder are acknowledged to be only ministerial and not involving the exercise of discretion on its part. Nothing in this Agreement or any Note shall be construed to impose on the Agent any duties or responsibilities other than those for which express provision is made herein or therein. In performing its duties and functions hereunder, the Agent does not assume and shall not be deemed to have assumed, and hereby expressly disclaims, any obligation LEAD REINSURER with or for the Borrowers. As to matters not expressly provided for in this Agreement or any Note, the Agent shall not be required to exercise any discretion or to take any action or communicate any notice, but shall be fully protected in so acting or refraining from acting upon the instructions of the Majority Banks and their respective successors and assigns; provided, however, that in no event shall the Agent be required to take any action which exposes it to personal liability or which is contrary to this Agreement, any Note or applicable law, and the Agent shall be fully justified in failing or refusing to take any action hereunder unless it shall first be specifically indemnified to its satisfaction by the Banks against any and all liability and expense which may be incurred by it by reason of taking or omitting to take any such action. If an indemnity furnished to the Agent for any purpose shall, equal participations in the reasonable opinion of ORIGINAL REINSURANCE CONTRACT after netting out the Agent, be insufficient or become impaired, retrocession described in the Agent may call for additional indemnity from the Banks and not commence or cease to do the acts for which such indemnity is requested until such additional indemnity is furnished. The Majority Banks may revoke the authority of the Agent set forth herein effective upon receipt of written notice by the Agent of such revocation. The Agent shall promptly notify the Banks of any Event of Defaultpreceding sentence.

Authority of Agent. Each (a) The Owner hereby appoints the Hirer as its agent (and the Hirer accepts such appointment) for the purposes of acquiring Relevant Vehicles on and subject to the terms of this clause 2. (b) All orders for Relevant Vehicles will be placed by the Hirer with the Supplier as agent on behalf of the Banks authorizes Owner. Any negotiations that shall take place between the Agent to act Hirer or any third party acting on ------------------ its the Hirer’s behalf and the Supplier in relation to the extent herein provided and to exercise such other powers supply of Relevant Vehicles shall be undertaken by the Hirer as are reasonably incidental thereto, including agent on behalf of the receipt of all payments of principal of and interest on the Notes, fees and other amounts payable hereunder, with full power and authority as attorney-in-fact Owner for the Banks to institute and maintain actions, suits or proceedings express purpose of the Owner becoming the owner of the Relevant Vehicles. (c) The Hirer shall not (i) enter into any agreement with a Supplier for the collection and enforcement acquisition of Relevant Vehicles as agent for the Owner prior to the date of this Master Agreement; (ii) place any firm order or purport to bind the Owner to any contract for the acquisition of any Relevant Vehicle if, as a consequence thereof, on entering into a Hire Contract in respect of any such Relevant Vehicle, the aggregate of the Notes and amount then outstanding to file such proofs of debt the Owner under all Hire Contracts would exceed the Limit; (iii) exercise its authority under this Master Agreement to purchase any Relevant Vehicle from itself or other documents as may be necessary to have the claims of the Banks allowed in from any proceeding relative to Hirer Group Company; (iv) purchase any Borrower or its creditors or affecting its properties and to take such other action Relevant Vehicle under this Master Agreement which has been used for the protection, collection and enforcement purpose of the Notes as the Agent may deem advisable. The Agent may take any such action in its discretion and shall take such action for the protection, collection and enforcement of the Notes as may be requested a trade carried out by the Majority Banks. The relationship between the Agent and each Bank has no fiduciary aspects, and the Agent's duties (as Agent) hereunder are acknowledged to be only ministerial and not involving the exercise of discretion on its part. Nothing in this Agreement Hirer or any Note shall be construed Hirer Group Company; or (v) exercise its authority under this Master Agreement to impose on the Agent purchase any duties or responsibilities other than those Relevant Vehicle for which express provision is made herein or therein. In performing its duties and functions hereunder, the Agent does not assume and shall not be deemed to have assumed, and hereby expressly disclaims, any obligation with or for the Borrowers. As to matters not expressly provided for in this Agreement or any Note, the Agent shall not be required to exercise any discretion or to take any action or communicate any notice, but shall be fully protected in so acting or refraining from acting upon the instructions of the Majority Banks and their respective successors and assigns; provided, however, that in no event shall the Agent be required to take any action which exposes it to personal liability or which is contrary to this Agreement, any Note or applicable law, and the Agent shall be fully justified in failing or refusing to take any action hereunder unless it shall first be specifically indemnified to its satisfaction by the Banks against any and all liability and expense which may be incurred by it by reason of taking or omitting to take any such action. If an indemnity furnished to the Agent for any purpose shall, in the reasonable opinion of the Agent, be insufficient or become impaired, the Agent may call for additional indemnity from the Banks and not commence or cease to do the acts for which such indemnity is requested until such additional indemnity is furnished. The Majority Banks may revoke the authority of the Agent set forth herein effective upon receipt of written notice by the Agent of such revocation. The Agent shall promptly notify the Banks of long as any Event of DefaultDefault has occurred and is continuing. (d) The Hirer shall ensure that all Relevant Vehicles shall be purchased under this Master Agreement with clear title, free from any Security Interest and with the benefit of all Supplier’s warranties and guarantees. (e) The Hirer shall not claim or be entitled to any remuneration or reimbursement for acting as agent under this Master Agreement except as expressly set out in this clause 2.

Authority of Agent. (a) Each Grantor acknowledges that the rights and responsibilities of the Banks Agent under this Agreement with respect to any action taken by the Agent or the exercise or non-exercise by the Agent of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Agreement shall, as between the Agent and the other Secured Parties, be governed by the Credit Agreement and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Agent and the Grantors, the Agent shall be conclusively presumed to be acting as agent for the Secured Parties with full and valid authority so to act or refrain from acting, and no Grantor shall be under any obligation, or entitlement, to make any inquiry respecting such authority. (b) The Agent has been appointed to act as Agent hereunder by the Lenders and, by their acceptance of the benefits hereof, the other Secured Parties. The Agent shall be obligated, and shall have the right hereunder, to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any action (including, without limitation, the release or substitution of Collateral), solely in accordance with this Agreement and the Credit Agreement; provided, that the Agent shall, after the termination of all Commitments, the expiration or termination of all Letters of Credit (other than Letters of Credit as to which arrangements satisfactory to the Administrative Agent and the L/C Issuer shall have been made) and the payment in full of all Obligations (other than contingent indemnification obligations as to which no claim has been asserted) under the Credit Agreement and the other Loan Documents (the “Discharge of Credit Agreement Obligations”), exercise, or refrain from exercising, any remedies provided for herein and otherwise act in accordance with the instructions of the holders of a majority (the “Majority Holders”) of the sum of (x) the aggregate settlement or termination amount (exclusive of expenses and similar payments but including any early termination payments then due) under all Secured Hedge Agreements and (y) all amounts payable under Secured Cash Management Agreements (exclusive of expenses and similar payments). For purposes of the foregoing sentence, the settlement or termination value for any hedge that has not been terminated or closed out at the time of the relevant determination shall be a termination, close-out unwind or equivalent value as calculated by the appropriate swap counterparties and reported to the Agent upon request or, if any such counterparty does not provide such calculation, such value as shall be determined by the Agent in its sole discretion; provided, that any Secured Hedge Agreement with a termination or close-out amount that is a negative number shall be disregarded for purposes of determining the Majority Holders. In furtherance of the foregoing provisions of this Section 8.1, each Secured Party, by its acceptance of the benefits hereof, agrees that it shall have no right individually to realize upon any of the Collateral hereunder, it being understood and agreed by such Secured Party that all rights and remedies hereunder may be exercised solely by the Agent for the benefit of the Secured Parties in accordance with the terms of this Section 8.1. The provisions of the Credit Agreement relating to the Agent, including, without limitation, the provisions relating to resignation or removal of the Agent and the powers and duties and immunities of the Agent, are incorporated herein by this reference and shall survive any termination of the Credit Agreement. Each Secured Party authorizes the Agent to act on ------------------ its behalf to the extent herein provided and to exercise such other powers as are reasonably incidental thereto, including the receipt of credit bid all payments of principal of and interest on the Notes, fees and other amounts payable hereunder, with full power and authority as attorney-in-fact for the Banks to institute and maintain actions, suits or proceedings for the collection and enforcement any part of the Notes and to file such proofs of debt or other documents as may be necessary to have the claims of the Banks allowed in any proceeding relative to any Borrower or its creditors or affecting its properties and to take such other action for the protection, collection and enforcement of the Notes as the Agent may deem advisable. The Agent may take any such action in its discretion and shall take such action for the protection, collection and enforcement of the Notes as may be requested Obligations held by the Majority Banks. The relationship between the Agent and each Bank has no fiduciary aspects, and the Agent's duties (as Agent) hereunder are acknowledged to be only ministerial and not involving the exercise of discretion on its part. Nothing in this Agreement or any Note shall be construed to impose on the Agent any duties or responsibilities other than those for which express provision is made herein or therein. In performing its duties and functions hereunder, the Agent does not assume and shall not be deemed to have assumed, and hereby expressly disclaims, any obligation with or for the Borrowers. As to matters not expressly provided for in this Agreement or any Note, the Agent shall not be required to exercise any discretion or to take any action or communicate any notice, but shall be fully protected in so acting or refraining from acting upon the instructions of the Majority Banks and their respective successors and assigns; provided, however, that in no event shall the Agent be required to take any action which exposes it to personal liability or which is contrary to this Agreement, any Note or applicable law, and the Agent shall be fully justified in failing or refusing to take any action hereunder unless it shall first be specifically indemnified to its satisfaction by the Banks against any and all liability and expense which may be incurred by it by reason of taking or omitting to take any such action. If an indemnity furnished to the Agent for any purpose shall, in the reasonable opinion of the Agent, be insufficient or become impaired, the Agent may call for additional indemnity from the Banks and not commence or cease to do the acts for which such indemnity is requested until such additional indemnity is furnished. The Majority Banks may revoke the authority of the Agent set forth herein effective upon receipt of written notice by the Agent of such revocation. The Agent shall promptly notify the Banks of any Event of Defaultit.