Common use of Buyer Representative Clause in Contracts

Buyer Representative. (i) Each Buyer, by signing this Agreement, designates St. Maarten Buyer as the representative of the Buyers for purposes of the Escrow Agreement (the “Buyer Representative”). If at any time the Buyer Representative is not able to serve as the Buyer Representative, the Buyers shall promptly, and in any event prior to the time required for any action or response from the Buyer Representative, select a replacement Buyer Representative reasonably acceptable to the Sellers. The Buyers shall be bound by any and all actions taken by the Buyer Representative on their behalf in connection with the Escrow Agreement. (ii) The Sellers shall be entitled to rely upon any communication or writing given by or to, or executed by, the Buyer Representative with respect to the Escrow Agreement. The Buyers hereby consent and agree that the Buyer Representative is authorized to accept and deliver notice on behalf of the Buyers in connection with the Escrow Agreement and to deliver waivers and consents on behalf of the Buyers with respect thereto. (iii) The Buyer Representative is hereby appointed as the true and lawful attorney-in-fact of each Buyer with respect to all matters pertaining to the Escrow Agreement, with full power in his name and on his behalf to act according to the terms of the Escrow Agreement in the absolute discretion of the Buyer Representative, and to do all things and to perform all acts, including amending the Escrow Agreement, waiving rights, discharging liabilities and obligations, settling disputes, defending and prosecuting claims and executing and delivering all agreements, certificates, receipts, instructions and other instruments, contemplated by or deemed advisable in connection with the Escrow Agreement. This power of attorney and all authority hereby conferred is granted in consideration of the mutual covenants and agreements made herein, and shall be irrevocable and shall not be terminated by any act of any one or more Buyers, or by operation of Law, whether by death or other event. Each Buyer hereby irrevocably agrees that it shall be bound to the terms of any settlement of any dispute under the Escrow Agreement. (iv) The Buyer Representative shall have no liability for any Losses of any kind, which any Party hereto may at any time hereafter have against the Buyer Representative solely in its capacity as the Buyer Representative, and no Party hereto shall ever allege, assert, bring, commence, institute, maintain, prosecute or otherwise pursue against the Buyer Representative any such Loss; provided, however, that the foregoing shall not apply with respect to fraud, bad faith or willful misconduct or to any Liability based on reliance by the Sellers, the Seller Representative or the Escrow Agent on the authority of the Buyer Representative.

Buyer Representative. (i) Each Buyer, by signing this Agreement, designates St. Maarten Buyer Castlerigg is hereby appointed as the representative of "Buyer Representative" for the Buyers for purposes of the Escrow Agreement (the “hereunder, and each Buyer Representative”). If at any time hereby authorizes the Buyer Representative is not able (and its officers, directors, employees and agents) to serve as the Buyer Representative, the Buyers shall promptly, and in any event prior to the time required for any action or response from the Buyer Representative, select a replacement Buyer Representative reasonably acceptable to the Sellers. The Buyers shall be bound by take any and all such actions taken by the on behalf of such Buyer Representative on their behalf in connection with the Escrow Agreement. (ii) The Sellers shall be entitled to rely upon any communication or writing given by or to, or executed by, the Buyer Representative with respect to the Escrow Funds in accordance with the terms of this Agreement and the Escrow Agreement. The Buyers hereby consent and agree that Buyer Representative shall not have, by reason hereof or any of the other Transaction Documents, a fiduciary relationship in respect of the Buyers. Neither the Buyer Representative is authorized nor any of its officers, directors, employees and agents shall have any liability to accept and deliver notice on behalf of the Buyers for any action taken or omitted to be taken in connection hereof except to the extent caused by its own gross negligence or willful misconduct, and the Buyers agrees to defend, protect, indemnify and hold harmless the Buyer Representative and all of its officers, directors, employees and agents (collectively, the "Buyer Representative Indemnitees") from and against any losses, damages, liabilities, obligations, penalties, actions, judgments, suits, fees, costs and expenses (including, without limitation, reasonable attorneys' fees, costs and expenses) incurred by such Buyer Representative Indemnitee, as incurred, whether direct, indirect or consequential, arising from or in connection with the Escrow Agreement and to deliver waivers and consents on behalf performance by such Buyer Representative Indemnitee of the Buyers with respect thereto. (iii) The duties and obligations of the Buyer Representative is hereby appointed as pursuant hereto. In the true and lawful attorney-in-fact event that Castlerigg no longer holds any Notes, a majority of each the holders of the Notes shall appoint a new Buyer with respect to all matters pertaining Representative. At any time, upon two (2) Business Days advance notice to the Escrow AgreementCompany, with full power in his name and on his behalf to act according to the terms of the Escrow Agreement in Agent and the absolute discretion of Buyers, the Buyer Representative may resign as Buyer Representative, and to do all things and to perform all acts, including amending the Escrow Agreement, waiving rights, discharging liabilities and obligations, settling disputes, defending and prosecuting claims and executing and delivering all agreements, certificates, receipts, instructions and other instruments, contemplated by or deemed advisable in connection with the Escrow Agreement. This power of attorney and all authority hereby conferred is granted in consideration a majority of the mutual covenants and agreements made hereinholders of the Notes shall appoint a new Buyer Representative. After any Buyer Representative's resignation hereunder, and the provisions of this Section 4(s) shall be irrevocable and shall not be terminated by any act of any one or more Buyers, or by operation of Law, whether by death or other eventinure to its benefit. Each Buyer hereby irrevocably agrees that it shall be bound to the terms of any settlement of any dispute under the Escrow Agreement. (iv) The If a successor Buyer Representative shall not have no liability for any Losses of any kindbeen so appointed within said two (2) Business Day period, which any Party hereto may at any time hereafter have against the retiring Buyer Representative solely in its capacity shall then appoint a successor Buyer Representative who shall serve until such time, if any, as the Buyer Representative, and no Party hereto shall ever allege, assert, bring, commence, institute, maintain, prosecute or otherwise pursue against holders of a majority of the Notes appoint a successor Buyer Representative any such Loss; provided, however, that the foregoing shall not apply with respect to fraud, bad faith or willful misconduct or to any Liability based on reliance by the Sellers, the Seller Representative or the Escrow Agent on the authority of the Buyer Representativeas provided above.

Buyer Representative. (i) Each BuyerBuyer hereby acknowledges and agrees that it has irrevocably approved and appointed the designation of, by signing this Agreementand hereby irrevocably designates, designates St. Maarten Buyer NexPoint Advisors, L.P. as the representative Buyer Representative and NexPoint Advisors, L.P. is hereby appointed as of the date hereof as the true and lawful agent and attorney in fact of the Buyers for purposes of the Escrow Agreement (the “Buyer Representative”). If at any time as the Buyer Representative is not able for and on behalf of the Buyers to serve as give and receive notices and communications in connection with this Agreement and all related matters, to take all actions, and to take all other actions that the Buyer RepresentativeRepresentative deems necessary hereunder. In fulfilling its duties hereunder, the Buyers Buyer Representative shall promptly, act in good faith and in any event prior a manner that the Buyer Representative reasonably believes to be in the time required for any action best interests of the Buyers, taken as a whole. Notices or response communications to or from the Buyer Representative shall constitute notice to or from the Buyers. Each Buyer hereby agrees to receive correspondence from the Buyer Representative, select a replacement Buyer Representative reasonably acceptable to the Sellersincluding in electronic form. The Buyers shall be bound It is understood by any and all actions taken by the Buyer Representative on their behalf in connection with the Escrow Agreement. (ii) The Sellers shall be entitled to rely upon any communication or writing given by or toparties that NexPoint Advisors, or executed by, the Buyer Representative with respect to the Escrow Agreement. The Buyers hereby consent and agree that the Buyer Representative L.P. is authorized to accept and deliver notice on behalf of the Buyers in connection with the Escrow executing this Agreement and to deliver waivers and consents on behalf of the Buyers with respect thereto. (iii) The Buyer Representative is hereby appointed as the true and lawful attorney-in-fact of each Buyer with respect to all matters pertaining to the Escrow Agreement, with full power in his name and on his behalf to act according to the terms of the Escrow Agreement in the absolute discretion of the Buyer Representative, and to do all things and to perform all acts, including amending the Escrow Agreement, waiving rights, discharging liabilities and obligations, settling disputes, defending and prosecuting claims and executing and delivering all agreements, certificates, receipts, instructions and other instruments, contemplated by or deemed advisable in connection with the Escrow Agreement. This power of attorney and all authority hereby conferred is granted in consideration of the mutual covenants and agreements made herein, and shall be irrevocable and shall not be terminated by any act of any one or more Buyers, or by operation of Law, whether by death or other event. Each Buyer hereby irrevocably agrees that it shall be bound to the terms of any settlement of any dispute under the Escrow Agreement. (iv) The Buyer Representative shall have no liability for any Losses of any kind, which any Party hereto may at any time hereafter have against the Buyer Representative solely in its capacity as the Buyer Representative, and no Party hereto shall ever allege, assert, bring, commence, institute, maintain, prosecute or otherwise pursue against the . The Buyer Representative shall be entitled to act in its sole and absolute discretion and shall incur no liability whatsoever to the Buyers for any such Loss; provided, however, that the foregoing shall not apply with respect to fraud, bad faith act done or willful misconduct or to any Liability based on reliance by the Sellers, the Seller Representative or the Escrow Agent on the authority of omitted hereunder as the Buyer Representative, including errors in judgment, while acting in good faith or in reliance on the advice of counsel, accountants, or other advisors, consultants, or experts.

Buyer Representative. (i) Each Buyer, by signing this Agreement, designates St. Maarten Buyer Kings Road is hereby appointed as the representative of "Buyer Representative" for the Buyers for purposes of the Escrow Agreement (the “hereunder, and each Buyer Representative”). If at any time hereby authorizes the Buyer -28- Representative is not able (and its officers, directors, employees and agents) to serve as the Buyer Representative, the Buyers shall promptly, and in any event prior to the time required for any action or response from the Buyer Representative, select a replacement Buyer Representative reasonably acceptable to the Sellers. The Buyers shall be bound by take any and all such actions taken by the on behalf of such Buyer Representative on their behalf in connection with the Escrow Agreement. (ii) The Sellers shall be entitled to rely upon any communication or writing given by or to, or executed by, the Buyer Representative with respect to the Escrow Funds in accordance with the terms of this Agreement and the Escrow Agreement. The Buyers hereby consent and agree that Buyer Representative shall not have, by reason hereof or any of the other Transaction Documents, a fiduciary relationship in respect of the Buyers. Neither the Buyer Representative is authorized nor any of its officers, directors, employees and agents shall have any liability to accept and deliver notice on behalf of the Buyers for any action taken or omitted to be taken in connection hereof except to the extent caused by its own gross negligence or willful misconduct, and the Buyers agrees to defend, protect, indemnify and hold harmless the Buyer Representative and all of its officers, directors, employees and agents (collectively, the "Indemnitees") from and against any losses, damages, liabilities, obligations, penalties, actions, judgments, suits, fees, costs and expenses (including, without limitation, reasonable attorneys' fees, costs and expenses) incurred by such Indemnitee, as incurred, whether direct, indirect or consequential, arising from or in connection with the Escrow Agreement and to deliver waivers and consents on behalf performance by such Indemnitee of the Buyers with respect thereto. (iii) The duties and obligations of the Buyer Representative is hereby appointed as pursuant hereto. In the true and lawful attorney-in-fact event that Kings Road no longer holds any Additional Notes, a majority of each the holders of the Additional Notes shall appoint a new Buyer with respect to all matters pertaining Representative. At any time, upon two (2) Business Days advance notice to the Escrow AgreementCompany, with full power in his name and on his behalf to act according to the terms of the Escrow Agreement in Agent and the absolute discretion of Buyers, the Buyer Representative may resign as Buyer Representative, and to do all things and to perform all acts, including amending the Escrow Agreement, waiving rights, discharging liabilities and obligations, settling disputes, defending and prosecuting claims and executing and delivering all agreements, certificates, receipts, instructions and other instruments, contemplated by or deemed advisable in connection with the Escrow Agreement. This power of attorney and all authority hereby conferred is granted in consideration a majority of the mutual covenants and agreements made hereinholders of the Additional Notes shall appoint a new Buyer Representative. After any Buyer Representative's resignation hereunder, and the provisions of this Section 4(s) shall be irrevocable and shall not be terminated by any act of any one or more Buyers, or by operation of Law, whether by death or other eventinure to its benefit. Each Buyer hereby irrevocably agrees that it shall be bound to the terms of any settlement of any dispute under the Escrow Agreement. (iv) The If a successor Buyer Representative shall not have no liability for any Losses of any kindbeen so appointed within said two (2) Business Day period, which any Party hereto may at any time hereafter have against the retiring Buyer Representative solely in its capacity shall then appoint a successor Buyer Representative who shall serve until such time, if any, as the Buyer Representative, and no Party hereto shall ever allege, assert, bring, commence, institute, maintain, prosecute or otherwise pursue against holders of a majority of the Additional Notes appoint a successor Buyer Representative any such Loss; provided, however, that the foregoing shall not apply with respect to fraud, bad faith or willful misconduct or to any Liability based on reliance by the Sellers, the Seller Representative or the Escrow Agent on the authority of the Buyer Representativeas provided above.

Buyer Representative. All obligations of Buyer Parents under this Agreement shall be several (i) not joint and several). Each BuyerBuying Party irrevocably appoints Resource Management Service to act as its designated representative, by signing agent and attorney-in-fact, with full authority to make all decisions and determinations and to take all actions required or permitted under or relating to this AgreementAgreement and each Ancillary Agreement on behalf of itself (in such capacity, designates St. Maarten Buyer as the representative of the Buyers for purposes of the Escrow Agreement (the “Buyer Representative”). If at , including (i) approving any time document required to be delivered by any Buying Party on or after the Closing Date, (ii) approving or contesting the adjustment or allocation of the Purchase Price pursuant to Article II, and any other matter provided for in Article II, (iii) administering any indemnification matter on behalf of any Buying Party, agreeing to the settlement of any indemnification matter and otherwise handling and negotiating indemnification matters, (iv) agreeing to any waiver, consent or amendment under or to this Agreement, (v) sending, receiving and reviewing notices under this Agreement on behalf of any Buying Party and (vi) appointing a successor Buyer Representative is not able to serve as in the Buyer event of the resignation of the then current Representative, the Buyers shall promptly, and in any event prior such successor to be subject to the time required prior written approval of Seller. Each Buying Party acknowledges that this Section 15.16 is intended to have the broadest possible scope for any action the purpose of promoting the efficient negotiation and handling of all matters which arise under or response from the Buyer Representative, select a replacement Buyer Representative reasonably acceptable to the Sellersin connection with this Agreement. The Buyers shall be bound by any and all All actions taken by the Buyer Representative on their behalf in connection with with, or relating to, the Escrow Agreement. (ii) The Sellers subject matter of this Agreement or any Ancillary Agreement that are within the authority conferred upon the Representative pursuant to this Section 15.16 shall be deemed authorized, approved, ratified and confirmed by each Buying Party, having the same force and effect as if performed pursuant to the direct authorization of each such Buying Party. Each of the Selling Parties shall be entitled to rely upon upon, without independent investigation, any act, notice, instruction or communication or writing given by or to, or executed by, from the Buyer Representative with respect to the Escrow Agreement. The Buyers hereby consent and agree that the Buyer Representative is authorized to accept and deliver notice on behalf of the Buyers in connection with the Escrow Agreement and to deliver waivers and consents on behalf of the Buyers with respect thereto. (iii) The Buyer Representative is hereby appointed as the true and lawful attorney-in-fact of each Buyer with respect to all matters pertaining to the Escrow Agreement, with full power in his name and on his behalf to act according to the terms of the Escrow Agreement in the absolute discretion of the Buyer Representative, and to do all things and to perform all acts, including amending the Escrow Agreement, waiving rights, discharging liabilities and obligations, settling disputes, defending and prosecuting claims and executing and delivering all agreements, certificates, receipts, instructions and other instruments, contemplated by or deemed advisable in connection with the Escrow Agreement. This power of attorney and all authority hereby conferred is granted in consideration of the mutual covenants and agreements made herein, and shall be irrevocable Buying Party and shall not be terminated by liable in any act of any one or more Buyers, or by operation of Law, whether by death or other event. Each Buyer hereby irrevocably agrees that it shall be bound to the terms of any settlement of any dispute under the Escrow Agreement. (iv) The Buyer Representative shall have no liability manner whatsoever for any Losses of any kind, which any Party hereto may at any time hereafter have against action taken or not taken in reliance upon the Buyer Representative solely in its capacity as actions taken or not taken or communications or writings given or executed by the Buyer Representative, and no . Each of the Selling Parties shall be entitled to disregard any notices or communications given or made by any Buying Party hereto shall ever allege, assert, bring, commence, institute, maintain, prosecute unless given or otherwise pursue against the Buyer Representative any such Loss; provided, however, that the foregoing shall not apply with respect to fraud, bad faith or willful misconduct or to any Liability based on reliance by the Sellers, the Seller Representative or the Escrow Agent on the authority of made through the Buyer Representative.

Buyer Representative. (i) Each Buyer, by signing this Agreement, designates St. Maarten The IP Buyer irrevocably appoints the Buyer to act as the representative of the Buyers for purposes of the Escrow Agreement (the “Buyer Representative”). If at any time the Buyer Representative is not able to serve as the Buyer Representative, the Buyers shall promptly, and in any event prior to the time required for any action or response from the Buyer Representative, select a replacement Buyer Representative reasonably acceptable to the Sellers. The Buyers shall be bound by any and all actions taken by the Buyer Representative on their behalf in connection with the Escrow Agreement. (ii) The Sellers shall be entitled to rely upon any communication or writing given by or to, or executed by, the Buyer Representative with respect to the Escrow Agreement. The Buyers hereby consent and agree that the Buyer Representative is authorized to accept and deliver notice on behalf of the Buyers in connection with the Escrow Agreement and to deliver waivers and consents on behalf of the Buyers with respect thereto. (iii) The Buyer Representative is hereby appointed as the IP Buyer’s true and lawful attorney-in-fact with full power of each substitution to do on behalf of the IP Buyer any and all things, including executing any and all documents, which may be necessary, convenient or appropriate to facilitate the consummation of the transactions contemplated by this Agreement and the Ancillary Documents, including: (i) receiving and disbursing payments to be made hereunder; (ii) receiving notices and communications pursuant to this Agreement and the Ancillary Documents; (iii) administering this Agreement and the Ancillary Documents, including the initiation and resolution of any disputes or claims; (iv) making determinations to settle any dispute with respect to all matters pertaining the purchase price adjustments contemplated by Section 2.4; (v) making determinations to terminate with respect to Article VIII; (vi) resolving, settling or compromising claims for indemnification asserted against the Escrow Buyers pursuant to Article IX; (vii) agreeing to amendments of this Agreement, with full power in his name waivers of conditions and on his behalf to act according to obligations under this Agreement and the terms Ancillary Documents; (viii) asserting claims for or defending claims of indemnification under Article IX and resolving, settling or compromising any such claim; (ix) retaining reserves for expenses and potential Losses; and (x) taking any other actions of the Escrow Buyers under this Agreement in and the absolute discretion Ancillary Documents. A decision, act, consent or instruction of the Buyer Representativeshall constitute a decision for all Buyers under this Agreement, the other Ancillary Documents and the transactions contemplated hereby and thereby, and shall be final, binding and conclusive upon the Buyers, and the Seller, its Affiliates and Representatives may rely upon any such decision, act, consent or instruction of the Buyer as being the decision, act, consent or instruction of the Buyers (without investigation). Any payment by the Buyer to do all things the Seller under this Agreement or any other Ancillary Documents will be considered a payment by the Buyers to the Seller or the Company, as applicable. The appointment of the Buyer is coupled with an interest and to perform all acts, including amending will be irrevocable by the Escrow Agreement, waiving rights, discharging liabilities and obligations, settling disputes, defending and prosecuting claims and executing and delivering all agreements, certificates, receipts, instructions and other instruments, contemplated by IP Buyer in any manner or deemed advisable in connection with the Escrow Agreementfor any reason. This power of attorney and all authority hereby conferred is granted in consideration will not be affected by the disability or incapacity of the mutual covenants and agreements made herein, and shall be irrevocable and shall not be terminated by any act of any one or more Buyers, or by operation of Law, whether by death or other event. Each Buyer hereby irrevocably agrees that it shall be bound to the terms of any settlement of any dispute under the Escrow Agreement. (iv) The Buyer Representative shall have no liability for any Losses of any kind, which any Party hereto may at any time hereafter have against the Buyer Representative solely in its capacity as the Buyer Representative, and no Party hereto shall ever allege, assert, bring, commence, institute, maintain, prosecute or otherwise pursue against the Buyer Representative any such Loss; provided, however, that the foregoing shall not apply with respect to fraud, bad faith or willful misconduct or principal pursuant to any Liability based on reliance by the Sellers, the Seller Representative or the Escrow Agent on the authority of the Buyer Representative.applicable Law. [Signature Page Follows]

Buyer Representative. (ia) Each Buyer, by signing By its execution of this Servicing Agreement, designates St. Maarten Buyer Xxxxx hereby appoints Xxxxx as the representative of the Buyers for purposes of the Escrow Agreement (the “Buyer Representative”). If at any time the Buyer Representative is not able to serve as the Buyer Representative, the Buyers shall promptlyhis true and lawful agent and attorney-in-fact, and hereby delegates Xxxxx, to act in any event prior to the time required for any action or response from the Buyer Representativename, select a replacement Buyer Representative reasonably acceptable to the Sellers. The Buyers shall be bound by any place and all actions taken by the Buyer Representative on their behalf in connection with the Escrow Agreement. (ii) The Sellers shall be entitled to rely upon any communication or writing given by or to, or executed by, the Buyer Representative stead of Xxxxx with respect to the Escrow Agreement. The Buyers hereby consent and agree that the Buyer Representative is authorized to accept and deliver notice performance on behalf of Buyers under the Buyers terms and provisions of this Servicing Agreement, as the same may be amended from time to time, and to do or refrain from doing all such further acts and things, and to execute all such documents, as Xxxxx shall deem necessary or appropriate in connection with any of the Escrow Agreement transactions contemplated under this Servicing Agreement, including, without limitation, the power (i) to take all action necessary to consummate the transactions contemplated hereby, including the resolution of any disputes hereunder and/or settlement of any indemnification claims, (ii) to give and receive all notices required to deliver waivers be given under this Servicing Agreement, and consents (iii) to take any and all additional action as is contemplated to be taken by or on behalf of Buyers by the terms of this Servicing Agreement. Notwithstanding anything to the contrary contained in this Servicing Agreement, Xxxxx shall have the sole authority to act on behalf of the Buyers with respect thereto. (iii) The Buyer Representative is hereby appointed as to the true foregoing matters, and lawful attorney-in-fact Xxxxx shall not have any authority to act on its own behalf or on behalf of each Buyer Xxxxx with respect to all matters pertaining to the Escrow Agreement, with full power in his name and on his behalf to act according to the terms of the Escrow Agreement in the absolute discretion of the Buyer Representative, and to do all things and to perform all acts, including amending the Escrow Agreement, waiving rights, discharging liabilities and obligations, settling disputes, defending and prosecuting claims and executing and delivering all agreements, certificates, receipts, instructions and other instruments, contemplated by or deemed advisable in connection with the Escrow Agreement. This power of attorney and all authority hereby conferred is granted in consideration of the mutual covenants and agreements made herein, and shall be irrevocable and shall not be terminated by any act of any one or more Buyers, or by operation of Law, whether by death or other event. Each Buyer hereby irrevocably agrees that it shall be bound to the terms of any settlement of any dispute under the Escrow Agreement. (iv) The Buyer Representative shall have no liability for any Losses of any kind, which any Party hereto may at any time hereafter have against the Buyer Representative solely in its capacity as the Buyer Representative, and no Party hereto shall ever allege, assert, bring, commence, institute, maintain, prosecute or otherwise pursue against the Buyer Representative any such Lossmatters; provided, however, that (a) Xxxxx shall retain the sole authority to sell, assign, convey or grant a security interest in all or part of its rights in the Loans pursuant to Section 7.05, (b) this Servicing Agreement may not be modified or amended without Zalik’s prior written consent, and (c) Xxxxx may not waive Zalik’s rights to any payments due to Xxxxx pursuant to this Servicing Agreement without Zalik’s prior written consent. Xxxxx reserves the right to revoke the foregoing appointment at any time upon written notice to Servicer and Xxxxx (b) By Zalik’s execution of this Servicing Agreement, it is agreed that (unless and until the power of attorney granted in Section 7.17(a) is revoked by Xxxxx): (i) Servicer shall not apply with respect be entitled to fraud, bad faith or willful misconduct or rely conclusively on the instructions and decisions of Xxxxx as to any Liability based on actions required or permitted to be taken by Xxxxx hereunder, and no party hereunder shall have any cause of action against Servicer for any action taken by Servicer in reliance by upon the Sellersinstructions or decisions of Xxxxx; (ii) the provisions of this Section 7.17 are independent and severable, are irrevocable and coupled with an interest and shall be enforceable; (iii) remedies available at law for any breach of the provisions of this Section 7.17 are inadequate, and, accordingly, Servicer shall be entitled to seek temporary and permanent injunctive relief without the necessity of proving damages if Servicer brings an action to enforce the provisions of this Section 7.17; and (iv) the provisions of this Section 7.17 shall be binding upon the executors, heirs, legal representatives, personal representatives, successor trustees and successors of Xxxxx, and any references in this Section 7.17 to Xxxxx shall mean and include the successors to the rights of Xxxxx hereunder, whether pursuant to testamentary disposition, the Seller Representative laws of descent and distribution or the Escrow Agent on the authority of the Buyer Representativeotherwise.