Authorization of the Agents. The Subscriber irrevocably authorizes the Agents in their discretion, to act as the Subscriber’s representative at the Closing, and hereby appoints the Agents, with full power of substitution, as its true and lawful attorney with full power and authority in the Subscriber’s place and stead:
(a) to receive certificates representing the Special Warrants, to execute in the Subscriber’s name and on its behalf all closing receipts and required documents, to complete and correct any errors or omissions in any form or document provided by the Subscriber, including this Subscription Agreement and the Schedules hereto, in connection with the subscription for the Special Warrants and to exercise any rights of termination contained in the Agency Agreement;
(b) to approve any opinion, certificate or other document addressed to the Subscriber;
(c) to extend such time periods and to waive, in whole or in part, any representations, warranties, covenants or conditions for the Subscriber’s benefit contained in this Subscription Agreement and the Agency Agreement or any ancillary or related document;
(d) to terminate this Subscription Agreement if any condition precedent is not satisfied, in such manner and on such terms and conditions as the Agents in their sole discretion may determine; and
(e) without limiting the generality of the foregoing, to negotiate, settle, execute, deliver and amend the Agency Agreement.
Authorization of the Agents. (a) Each Bank hereby irrevocably appoints, designates and authorizes the Administrative Agent, each Canadian Bank hereby irrevocably appoints, designates and authorizes the Canadian Administrative Agent, and each UK Bank hereby irrevocably appoints, designates and authorizes the UK Administrative Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Loan Document, no Agent shall have any duties or responsibilities, except those expressly set forth herein, nor shall any Agent have or be deemed to have any fiduciary relationship with any Total Facility Bank or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Documents with reference to the Administrative Agent, the Canadian Administrative Agent and the UK Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law, rule, regulation or order. 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) Each L/C Issuer, Canadian L/C Issuer and Sterling L/C Issuer shall act on behalf of the Banks, Canadian Banks and UK Banks, respectively, with respect to any Letters of Credit, Canadian Letters of Credit or Sterling Letters of Credit issued by it and the documents associated therewith, and each Issuer shall have all of the benefits and immunities (i) provided to the Agents in this Article VII with respect to any acts taken or omissions suffered by such Issuer in connection with Letters of Credit, Canadian Letters of Credit or Sterling Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit, Canadian Letters of Credit and Sterling Letters of Credit as fully as if the terms “Administrative Age...
Authorization of the Agents. The Subscriber irrevocably authorizes the Agents in their discretion, to act as the Subscriber’s representative at the Closing, and hereby appoints the Agents, with full power of substitution, as its true and lawful attorney with full power and authority in the Subscriber’s place and stead:
(a) to receive certificates representing the Common Shares and Warrants, to execute in the Subscriber’s name and on its behalf all closing receipts and required documents, to complete and correct any errors or omissions in any form or document provided by the Subscriber in connection with the subscription for the Units and to exercise any rights of termination contained in the Agency Agreement;
(b) to extend such time periods and to waive, in whole or in part, any representations, warranties, covenants or conditions for the Subscriber’s benefit contained in this Subscription Agreement, and the Agency Agreement or any ancillary or related document;
(c) to terminate this Subscription Agreement if any condition precedent is not satisfied, in such manner and on such terms and conditions as the Agents in their sole discretion may determine; and
(d) without limiting the generality of the foregoing, to negotiate, settle, execute, deliver and amend the Agency Agreement and Warrant Indenture.
