Authorization and Action of Administrative Agent. (a) (i) Indenture Trustee for itself and on behalf of Tranche A Noteholders and (ii) each Tranche B Lender hereby appoints and authorizes Administrative Agent to take such action as agent on their behalf and to exercise such powers under this Agreement and the other Operative Documents as are delegated to Administrative Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Except as otherwise provided in the Limited Partnership Agreement, Administrative Agent shall act solely as agents for Indenture Trustee and Tranche B Lenders and does not assume nor shall be deemed to assume any obligation or relationship of trust or agency with any of Lessee, Lessor, or Guarantor. As to any matters not expressly provided for by a Operative Document (including enforcement or collection of the Tranche A Notes or Tranche B Loans), Administrative Agent shall not be required nor authorized to exercise any discretion or take any action, 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 (i) Indenture Trustee acting on behalf of Majority Tranche A Noteholders, and (ii) Majority Tranche B Lenders, and such instructions shall be binding, in the case of instructions under clause (i), upon Indenture Trustee and each Tranche A Noteholder and, in the case of instructions under clause (ii), upon each Tranche B Lender; provided, however, Administrative Agent shall not be required to take any action which exposes it to personal liability or which is contrary to any Operative Document or Applicable Law. Administrative Agent agrees to give to Indenture Trustee, and Tranche B Lenders prompt notice of each notice given to it by Lessor or Lessee pursuant to the terms of this Agreement; provided, however, Administrative Agent shall not be deemed to have any notice of a Loan Default or Loan Event of Default unless it has received notice of such from another party hereto. Administrative Agent may, with the prior consent of Indenture Trustee acting on behalf of Majority Tranche A Noteholders, or Majority Tranche B Lenders, as the case may be, agree to any waiver or amendment of the Operative Documents on behalf of all Tranche A Noteholders, or all Tranche B Lenders, as the case may be; provided, however, Administrative Agent will not, without the prior consent of (i) Indenture Trustee acting on behalf of all Tranche A Noteholders, and (ii) all Tran...
Authorization and Action of Administrative Agent. By its execution hereof, in the case of each Conduit Purchaser, Committed Purchaser and Purchaser Agent, each such party hereby designates and appoints MUFG as the Administrative Agent to take such action as agent on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof, together with such powers as are reasonably incidental thereto. The Administrative Agent reserves the right, in its sole discretion, to take any actions and exercise any rights or remedies, in each case, authorized or provided for under this Agreement or any other Transaction Document and any related agreements and documents.
Authorization and Action of Administrative Agent. By its execution hereof, in the case of each Conduit Purchaser, Committed Purchaser and Purchaser Agent, each such party hereby designates and appoints BTMU as the Administrative Agent to take such action as agent on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof, together with such powers as are reasonably incidental thereto. The Administrative Agent reserves the right, in its sole discretion, to take any actions and exercise any rights or remedies, in each case, authorized or provided for under this Agreement or any other Transaction Document and any related agreements and documents.
Authorization and Action of Administrative Agent. Each Conduit Note Purchaser and Agent hereby accepts the appointment of and authorizes the Administrative Agent to take such action as agent on behalf of such Conduit Note Purchaser and Agent and to exercise such powers as are delegated to such Administrative Agent by the terms hereof, together with such powers as are reasonably incidental thereto. Except for actions which the Administrative Agent is expressly required to take pursuant to this Agreement, the Administrative Agent shall not be required to take any action which exposes the Administrative Agent to personal liability or which is contrary to applicable law unless the Administrative Agent shall receive further assurances to its satisfaction from the applicable Conduit Note Purchaser or Agent, of the indemnification obligations under Section 11.04 against any and all liability and expense which may be incurred in taking or continuing to take such action. Each Agent agrees to give to each of its respective Note Purchasers prompt notice of each notice and determination and a copy of each certificate and report (if such notice, report, determination, or certificate is not given by the applicable Person to the Note Purchasers) given to it by the Issuer, any Seller, any Servicer, the Valuation Agent, or the Trustee, pursuant to the terms of this Agreement.
Authorization and Action of Administrative Agent. By its execution hereof, in the case of each Conduit Purchaser, Committed Purchaser and Purchaser Agent, each such party hereby designates and appoints BofA as the Administrative Agent to take such action as agent on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof, together with such powers as are reasonably incidental thereto. The Administrative Agent reserves the right, in its sole discretion, to take any actions and exercise any rights or remedies, in each case, authorized or provided for under this Agreement or any other Transaction Document and any related agreements and documents.
Authorization and Action of Administrative Agent. 62 Section 11.02. Authorization and Action of Agents........................................................ 62 Section 11.03.
Authorization and Action of Administrative Agent. Each Ownership Group and its related Managing Agent hereby accepts the appointment of and authorizes the Administrative Agent to take such action as agent on behalf of such Ownership Group and Managing Agent and to exercise such powers as are delegated to such Administrative Agent by the terms hereof, together with such powers as are reasonably incidental thereto. Except for actions which the Administrative Agent is expressly required to take pursuant to this 32 Certificate Purchase Agreement, the Administrative Agent shall not be required to take any action which exposes the Administrative Agent to personal liability or which is contrary to applicable law unless the Administrative Agent shall receive further assurances to its satisfaction from the applicable Ownership Groups, of the indemnification obligations under Section 9.06 against any and all liability and expense which may be incurred in taking or continuing to take such action. The Administrative Agent agrees to give to each Managing Agent prompt notice of each notice and determination and a copy of each certificate and report (if such notice, report, determination, or certificate is not given by the applicable Person to the Managing Agents) given to it by the Transferor or the Servicer, pursuant to the terms of this Certificate Purchase Agreement, the Pooling and Servicing Agreement, the Series 2001-1 Supplement or any other Transaction Document. The Administrative Agent shall take such action or refrain from taking any action required under the Transaction Documents at the direction of the Certificate Majority, the Managing Agent or otherwise as set forth under the Transaction Documents. As among the Managing Agents and their related Ownership Groups, all calculations, payments and other allocations among or with respect to the Managing Agents or their related Ownership Groups shall be performed or made, as applicable, by the Administrative Agent.
Authorization and Action of Administrative Agent. (a) Each Lender hereby irrevocably appoints, designates and authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and each other Transaction Document and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and any other Transaction Document, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Transaction Document, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth in this Agreement, nor shall the Administrative Agent have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read Diamond – Loan Agreement #39705641 into this Agreement or any other Transaction Document or otherwise exist against the Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Agreement with reference to the Administrative 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 merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.
(b) The Administrative Agent may execute any of its duties under this Agreement or any other Transaction Document by or through agents, employees or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agent or attorney-in-fact that it selects with reasonable care. To the extent the Administrative Agent receives any report, information or notice pursuant to any Transaction Document, the Administrative Agent shall not be responsible for forwarding such report, information or notice to any Lender unless specifically required to do so hereunder.
Authorization and Action of Administrative Agent. By its execution hereof, in the case of each Conduit Purchaser, Committed Purchaser and Purchaser Agent, each such party hereby designates and appoints Xxxxx as the Administrative Agent to take such action as agent on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof, together with such powers as are reasonably incidental thereto. The Administrative Agent reserves the right, in its sole discretion, to take any actions and exercise any rights or remedies, in each case, authorized or provided for under this Agreement or any other Transaction Document and any related agreements and documents.
Authorization and Action of Administrative Agent. 32 SECTION 9.02
