Authority of the Lender. Lender shall have and be entitled to exercise all such powers hereunder as are specifically delegated to Lender by the terms hereof, together with such powers as are incidental thereto. Lender may execute any of Lender’s duties hereunder by or through agents or employees and shall be entitled to retain counsel and to act in reliance upon the advice of such counsel concerning all matters pertaining to its duties hereunder. Upon the occurrence of an event hereunder which the Lender has determined, in good faith, will result in irreparable damage to the Company or its operations or Lender’s security interest if not promptly cured, and if, in the reasonable judgment of the Lender the Company is not proceeding to cure the event in an expeditious manner which will avoid such damage, the Lender shall be entitled upon prior notice hereunder to the Company to take such actions and incur such expenses on behalf of the Company as shall be necessary to avoid such damage.
Authority of the Lender. Each Grantor acknowledges that the rights and responsibilities of the Lender under this Agreement with respect to any action taken by the Lender or the exercise or non-exercise by the Lender of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Agreement shall be governed by the Credit Agreement and by such other agreements with respect thereto as may exist from time to time among them.
Authority of the Lender. Borrower authorizes the Lender to date this Note as of the day when the Loan is made and to complete or correct this Note as to any terms of the Loan not set forth herein at the time of delivery hereof.
Authority of the Lender. Lender shall have and be entitled to exercise all powers hereunder which are specifically delegated to Lender by the terms hereof, together with such powers as are reasonably incident thereto. In addition, Lender shall be entitled to transfer into street name or the name of a nominee or nominees any certificates or instruments representing or evidencing any of the Collateral hereunder, and to have any such certificates or instruments exchanged for ones of smaller or larger denominations. Without limiting the foregoing, Lender 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 action (including, without limitation, the release or substitution of Collateral) in accordance with this Pledge Agreement and any agreements related thereto; provided that, in the event of a conflict between the provisions of such agreements, the applicable provisions of this Pledge Agreement shall control. Lender may perform any of its duties hereunder or in connection with the 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. None of Lender or any director, officer, employee, attorney or agent of Lender shall be liable to Borrower for any action taken or omitted to be taken by it or them hereunder or in connection herewith (including without limitation any action or inaction with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral whether or not Lender has or is deemed to have knowledge thereof and with respect to any necessary steps to preserve rights against any parties with respect to any Collateral, all of which action or inaction shall be at Lender's sole option), except for its own gross negligence or willful misconduct as finally determined by a court of competent jurisdiction; nor shall Lender be responsible for the validity, effectiveness or sufficiency hereof or of any document or security furnished pursuant hereto. Lender and its directors, officers, employees, attorneys and agents shall be entitled to rely on any communication, instrument or document believed by it or them to be genuine and correct and to have been signed or sent by the proper person or persons.
Authority of the Lender. The Lender shall have and be entitled to exercise all powers hereunder which are specifically granted to the Lender by the terms hereof together with such powers as are reasonably incident thereto. The Lender may perform any of its duties hereunder or in connection with the 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 any Lender nor any attorney or agent of the Lender shall be liable to the Company 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 Lender be responsible for the validity, effectiveness or sufficiency hereof or of any document or security furnished pursuant hereto. The Lender and its attorneys and agents shall be entitled to rely on any communication, instrument or document believed by it or them to be genuine and correct and to have been signed or sent by the proper person or persons. The Company agrees to indemnify and hold harmless the Lender and any other person from and against any and all costs, expenses (including fees and expenses of counsel), claims or liability incurred by the Lender or such person hereunder, unless such claim or liability shall be due to willful misconduct or gross negligence on the part of the Lender or such person.
Authority of the Lender
