Authority of the Agent. The Borrower acknowledges that the rights and responsibilities of the Agent under this Security 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 Security Agreement shall be governed by the Credit Agreement and Section 8.6 of the Participation Agreement and by such other agreements with respect thereto as may exist from time to time (until such time as all amounts due and owing to the Secured Parties and the Agent under the Operative Agreements have been paid in full), but 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 the Borrower shall be under no obligation, or entitlement, to make any inquiry respecting such authority.
Authority of the Agent. 8 13.Notices...........................................................................8 14.Severability......................................................................
Authority of the Agent. Neither the Agent nor any director, officer, employee, attorney or agent of the Agent shall be liable to any Guarantor for any action taken or omitted to be taken by it or them hereunder, except for its or their own gross negligence or willful misconduct, nor shall the Agent be responsible for the validity, effectiveness or sufficiency of this Guarantors Security Agreement or of any document or security furnished pursuant hereto. The Agent and its directors, officers, employees, attorneys and agents shall be entitled to rely on any communication, instrument or document reasonably believed by it or them to be genuine and correct and to have been signed or sent by the proper person or persons. Each Guarantor agrees to indemnify and hold harmless the Agent and any other person from and against any and all costs, expenses (including reasonable fees, expenses and disbursements of attorneys and paralegals (including, without duplication, reasonable charges of inside counsel)), claims or liability incurred by the Agent or such person hereunder, unless such claim or liability shall be due to willful misconduct or gross negligence on the part of the Agent or such person.
Authority of the Agent. The Agent shall have and be entitled to exercise all powers hereunder which are specifically granted to the Agent by the terms hereof, together with such powers as are reasonably incident thereto. The Agent may perform any of its duties hereunder or in connection with the Pledged Collateral by or through agents or employees and shall be entitled to retain counsel and to act in reliance upon the advice of counsel concerning all such matters. Neither the Agent nor any director, officer, employee, attorney or agent of the Agent shall be liable to any Pledgor for any action taken or omitted to be taken by it or them hereunder, except for its or their own gross negligence or willful misconduct, nor shall the Agent be responsible for the validity, effectiveness or sufficiency of this Agreement or of any document or security furnished pursuant hereto. The Agent and its directors, officers, employees, attorneys and agents shall be entitled to rely on any communication, instrument or document reasonably believed by it or them to be genuine and correct and to have been signed or sent by the proper person or persons. Each Pledgor agrees to indemnify and hold harmless the Agent and the Lenders from and against any and all reasonable out-of-pocket costs, expenses (including reasonable fees, expenses and disbursements of attorneys and paralegals), claims and liabilities incurred by the Agent or the Lenders in connection with this Agreement, unless such claim or liability shall be due to willful misconduct or gross negligence on the part of the Agent or such Person. Any successor agent appointed pursuant to the terms of the Loan Agreement shall automatically become the Agent under this Agreement.
Authority of the Agent. (A) If authorised by an Instructing Group, the Agent may grant waivers and agree amendments with the Borrower. These waivers and amendments will be granted on behalf of the Lenders and be binding on all of them, including those which were not part of the Instructing Group, and the Guarantors. This sub-clause does not authorise the Agent to grant any waiver or agree any amendment affecting any of the following:
(i) The amount of the Facility.
(ii) The amount or method of calculation of interest.
(iii) The manner, currency or timing of repayment of the Loan or of the payment of any other amount.
(iv) The definition of "Commitment Expiry Date".
(v) The definitions of "Borrowed Monies Indebtedness" and "Instructing Group".
(vi) The obligations of the Lenders.
(vii) Any requirement (including the one in this sub-clause) that all the Lenders or a certain proportion of them consent to a matter or deliver a notice.
(viii) Clauses 3, 12 or 23.1. Waivers or amendments affecting these matters require the consent of all Lenders.
(B) In respect of the waiver of any of the items listed in Schedule 3 or any conditions imposed pursuant to this paragraph 24.2(B), the Agent may (acting on the instructions of an Instructing Group) impose any conditions on such waiver as it sees fit and these may include (without limitation) that no further Advances shall be made until all such conditions are satisfied to the Agent's satisfaction.
Authority of the Agent. If authorised by an Instructing Group, the Agent may grant waivers and agree amendments with the Borrowers' Agent. These waivers and amendments will be granted on behalf of the Lenders and be binding on all of them, including those which were not part of the Instructing Group, and all the Obligors. This sub-Clause does not authorise the Agent to grant any waiver or agree any amendment affecting any of the following:
(A) The amount of the Facility.
(B) The amount or method of calculation of interest or margin or fees.
(C) The manner, currency or timing of repayment of the Loan or of the payment of any other amount.
(D) The length of the period during which the Facility is available.
(E) The definitions of "Financial Indebtedness" and "Instructing Group".
(F) The obligations of the Lenders.
(G) Any requirement (including the one in this sub-Clause) that all the Lenders or a certain proportion of them consent to a matter or deliver a notice.
(H) Clauses 3, 14 or 24.1. Waivers or amendments affecting these matters require the consent of all Lenders.
Authority of the Agent. If authorised by an Instructing Group, the Agent may grant waivers and agree amendments with the Parent. These waivers and amendments will be granted on behalf of the Lenders and be binding on all of them, including those which were not part of an Instructing Group. This Clause 30.2 does not authorise the Agent to grant any waiver or agree any amendment affecting any of the following:
(A) The amount of the Facilities. 73 70
(B) The amount or method of calculation of interest or commitment fee if it might have the effect of reducing any amount payable under this Agreement.
Authority of the Agent. The Agent shall have, and be entitled to exercise, all such powers hereunder (to the extent permitted by the Credit Agreement) as are specifically delegated to the Agent by the terms hereof, together with such powers as are incidental thereto, for the benefit of the Banks. As to matters not expressly provided for by this Pledge Agreement (including, without limitation, enforcement or collection of this Pledge Agreement) the Agent shall not be required to exercise any discretion, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Banks and such instructions shall be binding upon all Banks. The Agent may execute any of its duties hereunder by or through agents or employees and shall be entitled to retain counsel and to act in reliance upon the reasonable advice of such counsel concerning all matters pertaining to its duties hereunder. Neither the Agent, the Banks nor any director, officer or employee thereof shall be liable for any action taken or omitted to be taken by it hereunder or in connection herewith, except for its own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Agent shall not be responsible to any Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Pledge Agreement or any other Loan Document or other support or security (including the validity, priority or perfection of any Lien), or any other document furnished in connection with any of the foregoing; provided that, notwithstanding the foregoing, the Agent shall comply with Section 4 hereof. The Pledgor agrees to reimburse the Agent, on demand, for all reasonable costs and expenses actually incurred by the Agent in connection with the administration and enforcement of this Agreement (including, without limitation, reasonable costs and expenses actually incurred by any agent employed by the Agent) and agrees to indemnify (which indemnification shall survive any termination of this Agreement) and hold harmless the Agent and the Banks (and any such agent) from and against any and all liability incurred by the Agent or any Bank or any such agent thereof, hereunder or in connection herewith, unless such liability shall be due to gross negligence or willful misconduct on the part of the Agent or any Bank or such agent, as the case may be.
Authority of the Agent. If authorised by an Instructing Group the Agent may grant waivers and agree amendments with the Obligors. These waivers and amendments will be made on behalf of and be binding on all the Lenders, including those which were not part of the Instructing Group. The Agent is not authorized to grant any waiver or agree any amendment affecting any of the following:
(a) The amount or method of calculation of interest;
(b) An alteration of the date for the payment of any sum;
(c) The definitions of "Commitment Expiry Date" or "Instructing Group";
(d) SECTIONS 3(1), 5(5)(c) and (d), 9, 11(8) and (9), 13, 18(4)(c), 18(10) and this SECTION 22(1);
(e) The obligations of the Lenders;
(f) Any requirement (including the one in this sub-clause) that all the Lenders or a certain proportion of them consent to a matter or deliver a notice. Waivers or amendments affecting these matters require the consent of all Lenders.
Authority of the Agent. Each Grantor acknowledges that the rights and powers of the 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 or any amendment, supplement or other modification of this Agreement shall, as between the Agent and the Secured Parties, be governed by the Financing Agreement and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Agent and each of 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.
