Authorization of Agent. Each Lender hereby irrevocably appoints and authorizes the Agent to act for all purposes as its agent hereunder and under the other Loan Documents with such powers as are expressly delegated to the Agent by the terms of this Agreement, together with such other powers as are reasonably incidental thereto. The Agent shall have no duties or responsibilities except those expressly set forth in this Agreement. As to any matters not expressly provided for by this Agreement, the Agent shall act hereunder or in connection herewith in accordance with the instructions of the Lenders in accordance with the provisions of this Article, but in the absence of any such instructions, the Agent may (but shall not be obliged to) act as it shall deem fit in the best interests of the Lenders, and any such instructions and any action taken by the Agent in accordance herewith shall be binding upon each Lender. The Agent and its Related Parties shall not, by reason of this Agreement, be deemed to be a trustee or fiduciary for the benefit of any Lender, any Obligor or any other Person, irrespective of whether a Default or Event of Default may have occurred. Neither the Agent nor any of its Related Parties shall be responsible to the Lenders for (a) any recitals, statements, representations or warranties contained in this Agreement or any other Loan Document or in any certificate or other document referred to, or provided for in, or received by any of them under, this Agreement, (b) the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or any collateral provided for thereby, (c) the satisfaction of any condition specified in this Agreement, other than to confirm receipt of items expressly required to be delivered to the Agent or (d) any failure by the Borrower or any other Obligor to perform its obligations hereunder or under any other Loan Documents. The Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Agent from among the Lenders (including the Person serving as Agent) and their respective Affiliates. The Lenders agree that the Agent may employ agents and attorneys and shall not be responsible for the negligence or misconduct of any such agents or attorneys selected by it with reasonable care. Neither the Agent nor any of its Related Parties shall be responsible to the Lenders for a...
Authorization of Agent. Each Lender irrevocably appoints and authorizes the Agent to exercise such powers, perform such duties, take such actions, make such decisions and determinations and give such consents under the Loan Documents as are required to be exercised, performed, taken, made, given or otherwise carried out by the Agent hereunder or under any other agreement between the Lenders, together with all powers reasonably incidental thereto. As to any matters not expressly required by this Agreement or by any other agreement between the Lenders to be carried out by the Agent, the Agent is not required to exercise any discretion or take or to refrain from taking any action except upon the written instructions of the Majority Lenders. Notwithstanding anything to the contrary in this Agreement, the Agent shall not be required to exercise any discretion or to take or to refrain from taking any action in any manner which is contrary to the Loan Documents, to any other agreement between the Lenders or to applicable law.
Authorization of Agent. (a) Each of the Lenders hereby irrevocably appoints BNS as the Agent to act on its behalf as the Agent hereunder and under the other Loan Documents and authorizes the Agent to take such actions on its behalf and to exercise such powers as are delegated to the Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto.
Authorization of Agent. (a) Each of the Lenders hereby irrevocably appoints CIBC as the Agent to act on its behalf as the Agent hereunder and under the other Loan Documents and authorizes the Agent to take such actions on its behalf and to exercise such powers as are delegated to the Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto.
Authorization of Agent. (1) Each of the Lenders hereby irrevocably appoints NBC as the Agent to act on its behalf as the Agent hereunder and under the other Loan Documents and authorizes the Agent to take such actions on its behalf and to exercise such powers as are delegated to the Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto.
Authorization of Agent. Subject to any and all limitations set forth in this Agreement, Vanguard, as transfer agent for the Vanguard Funds, hereby appoints the Agent as the limited agent of Vanguard, and the Agent hereby accepts such appointment, for the purpose of treating transaction instructions received by the Agent from Policy owners (to the extent such instructions would result in the purchase, redemption or exchange of VVIF Portfolio shares by an Account) (“Instructions”) as receipt by Vanguard of purchase, redemption and exchange orders for shares of the VVIF Portfolios. A VVIF Portfolio will be deemed to have received a purchase, redemption or exchange order when the Agent accepts the Instructions in accordance with this Agreement. A Policy owner will receive the unit price corresponding to the share price next computed by the VVIF Portfolio after the time at which such Policy owner provides its Instructions to the Agent, provided all of the requirements and obligations of the Agent with respect to acceptance and transmission of orders set forth in this Agreement are satisfied.
Authorization of Agent. Each of the Lenders hereby irrevocably appoints TD as the Agent to act on its behalf as the Agent hereunder and under the other Loan Documents and authorizes the Agent to take such actions on its behalf and to exercise such powers as are delegated to the Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The use of the term “agent” in any Loan Document with reference to the Agent is not intended to connote any fiduciary or other express or implied obligation arising under agency doctrine of any Applicable Law. Instead, the term is used as a matter of market custom and is intended to create or reflect only an administrative relationship between contracting parties.
Authorization of Agent. Each of the Owner, Citibank and CNAI authorizes the Agent, and the Agent agrees that it shall, annotate the Certificate to reflect any assignments made pursuant to Section 9.01 or otherwise.
Authorization of Agent. Each Secured Lender irrevocably appoints and authorizes the Agent to exercise such powers, perform such duties, take such actions, make such decisions and determinations and give such consents under the Loan Documents as are required to be exercised, performed, taken, made, given or otherwise carried out by the Agent hereunder or under any other agreement between the Lenders (including, if applicable, other Secured Lenders), together with all powers reasonably incidental thereto. As to any matters not expressly required by this Agreement, the other Loan Documents or by any other agreement between the Lenders (including, if applicable, other Secured Lenders) to be carried out by the Agent, the Agent is not required to exercise any discretion or take or to refrain from taking any action except upon the written instructions of the Majority Lenders. Notwithstanding anything to the contrary in this Agreement, the Agent shall not be required to exercise any discretion or to take or to refrain from taking any action in any manner which is contrary to the Loan Documents, to any other agreement between the Lenders (including, if applicable, other Secured Lenders) or to Applicable Law.
Authorization of Agent. Each of Holdings and Borrower hereby irrevocably authorizes and empowers Agent or its agent, in Agent’s sole discretion, at any time that an Event of Default has occurred and is continuing under the Credit Agreement, to (i) assert,. either directly or on behalf of Holdings or Borrower, any claims Holdings and/or Borrower may have from time to time against Seller with respect to the Purchase Agreement, including, but not limited to, claims relating to Seller Undertakings and Seller Indemnities, (ii) receive and collect any and all damages, awards and other monies resulting therefrom and (iii) apply any of the amounts described in clause (ii) preceding to the payment of Borrower’s Obligations. Each of Holdings and Borrower hereby appoints Agent (and all officers, employees or agents designated by Agent), from and after the occurrence and during the continuance of an Event of Default, as its true and lawful attorney (and agent-in-fact) for the purpose of enabling Agent or its agent to assert and collect such claims and to apply such monies in the manner set forth herein, which appointment, being coupled with an interest, is irrevocable.
