Managing Agents. (a) Each Lender hereby designates and appoints the Managing Agent for such Lender’s Lender Group as its Managing Agent hereunder, and authorizes such Managing Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Managing Agents by the terms of this Agreement together with such powers as are reasonably incidental thereto. No Managing Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the applicable Managing Agent shall be read into this Agreement or otherwise exist for the applicable Managing Agent. In performing its functions and duties hereunder, each Managing Agent shall act solely as agent for the Lenders in the related Lender Group and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. No Managing Agent shall be required to take any action that exposes it to personal liability or that is contrary to this Agreement, the other Facility Documents or Applicable Law. The appointment and authority of each Managing Agent hereunder shall terminate at the payment in full of the Obligations and the termination of the Commitments hereunder.
(b) Each Person serving as a Managing Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not a Managing Agent, and such Person and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Borrower or any subsidiary or other Affiliate thereof as if it were not a Managing Agent hereunder.
(c) No Managing Agent shall have any duties or obligations except those expressly set forth herein and in the other Facility Documents. Without limiting the generality of the foregoing, (i) a Managing Agent shall not be subject to any fiduciary or other implied duties, regardless of whether an Event of Default has occurred and is continuing, (ii) a Managing Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Facility Documents, and (iii) except as expressly set forth herein and in the other Facility Documents, a Managing A...
Managing Agents. Each Purchaser Group shall designate a “Managing Agent” hereunder, which Managing Agent shall become a party to this Agreement. Unless otherwise notified in writing to the contrary by the applicable Purchaser, the Agent and the Seller Parties shall provide all notices and payments specified to be made by the Agent or any Seller Party to a Purchaser hereunder to such Purchaser’s Managing Agent, if any, for the benefit of such Purchaser, instead of to such Purchaser. Each Managing Agent may perform any of the obligations of, or exercise any of the rights of, any member of its Purchaser Group and such performance or exercise shall constitute performance of the obligations of, or exercise of the rights of, such member hereunder. Each member of the BTMU Conduit’s Purchaser Group hereby designates BTMUNY, and BTMUNY hereby agrees to perform the duties and obligations of, such Purchaser Group’s Managing Agent.
Managing Agents. The insurance under this section extends to include interruption of or interference with the business in consequence of damage to property at the premises of any managing agents employed or engaged to collect rent receivable, provided that:
a) such rent receivable is not received by you as a direct result of the damage;
b) the rent receivable is not outstanding for one hundred and twenty (120) days in excess of its due date prior to the damage at the managing agents’ premises;
c) all reasonable steps to recover the rent receivable are taken;
d) such rent receivable is not recoverable under any other policy;
e) Our liability under this clause shall not exceed twenty percent (20%) of the sum insured on rent receivable.
Managing Agents. The PURCHASER agrees to appoint the managing agent referred to in paragraph 1.11 of the AGREEMENT, as the managing agent for the SCHEME, as provided for in Section 46 of the Management Rules, set out in Annexure 8 of the ACT. The PURCHASER irrevocably nominates, constitutes, and appoints the SELLER to call any meeting of the BODY CORPORATE required for the purposes of appointing a managing agent, on the PURCHASER’s behalf, and to vote in favour of appointing the managing agent referred to in paragraph 1.11 of the AGREEMENT.
Managing Agents. THE CHASE MANHATTAN BANK By: Name: Title: FIRST UNION NATIONAL BANK By: Name: Title: WXXXX FARGO BANK TEXAS, NATIONAL ASSOCIATION By:
Managing Agents. No Obligor may appoint any Managing Agent without the prior consent of, and on terms approved by, the Agent (acting on the instructions of the Majority Lenders).
Managing Agents. 22.8.1 No Obligor shall without the prior written consent of the Agent (such consent not to be unreasonably withheld or delayed):
(A) appoint any managing agent of any Property;
(B) amend or waive any provision of any Managing Agent Agreement; or
(C) terminate the appointment of any Managing Agent of any Property.
22.8.2 An Obligor:
(A) may appoint any Managing Agent as managing agent of any Property on terms approved by the Agent (such approval not to be unreasonably withheld or delayed);
(B) shall procure that any Managing Agent of any Property enters into a Managing Agent Duty of Care Agreement; and
(C) shall procure that any Managing Agent of any Property acknowledges to the Agent that it has notice of the Security created by the Finance Documents and that it agrees to pay all Net Rental Income received by it into the Rent Account without withholding, set-off, or counterclaim.
22.8.3 If any Managing Agent is in material default in its obligations under the relevant Managing Agent Agreement to an extent entitling the relevant Obligor to rescind or terminate that agreement, then if the Agent so requires that Obligor will promptly use all reasonable endeavours to terminate that contract and appoint a new Managing Agent in accordance with Clause 22.8.2.
Managing Agents. 21.9.1 The Borrower shall not (and shall procure that no Obligor, PropCo or Xxxxxx shall) appoint any managing agent for the management of the Property or otherwise without the prior consent of and on terms approved by the Agent.
Managing Agents. Each Purchaser Group (other than the JPMorgan Conduit’s Purchaser Group) shall designate a “Managing Agent” hereunder, which Managing Agent shall become a party to this Agreement. Unless otherwise notified in writing to the contrary by the applicable Purchaser, the Agent and the Seller Parties shall provide all notices and payments specified to be made by the Agent or any Seller Party to a Purchaser hereunder to such Purchaser’s Managing Agent, if any, for the benefit of such Purchaser, instead of to such Purchaser. Each Managing Agent may perform any of the obligations of, or exercise any of the rights of, any member of its Purchaser Group and such performance or exercise shall constitute performance of the obligations of, or exercise of the rights of, such member hereunder. Each member of each of the Scotia Conduit’s Purchaser Group hereby designates Scotia, and Scotia hereby agrees to perform the duties and obligations of, such Purchaser Group’s Managing Agent.
Managing Agents. ABN AMRO BANK N.V. NEW YORK BRANCH By /s/ Xxxxxxx Xxxxx --------------------------------- Title: Vice President By /s/ Xxxxx X. Xxxxxx --------------------------------- Title: Assistant Vice President BANK OF AMERICA NT & SA By /s/ Xxxxx Xxxx --------------------------------- Title: Vice President THE BANK OF NEW YORK By /s/ Xxxxxx Xxxxxx --------------------------------- Title: Vice President THE BANK OF NOVA SCOTIA By /s/ Xxxxx X. Xxxxxx ------------------------------ Title: Authorized Signatory BANQUE PARIBAS By /s/ Xxxx X. Xxxxxxxx --------------------------------- Title: Group Vice President By /s/ Xxxx X. XxXxxxxxx III --------------------------------- Title: Assistant Vice President CIBC, INC. By /s/ Xxxx Xxxxxxxxx ------------------------------ Title: Authorized Signatory CREDIT LYONNAIS - CAYMAN ISLAND BRANCH By /s/ Xxxx Xxxxxxxxxx ------------------------------ Title: Authorized Signature CREDIT LYONNAIS - NEW YORK BRANCH By /s/ Xxxx Xxxxxxxxxx -------------------------------- Title: Vice President THE DAI-ICHI KANGYO BANK, LIMITED, NEW YORK BRANCH By /s/ Xxxxxxx X. Xxxx --------------------------------- Title: Assistant Vice President DEUTSCHE BANK AG, NEW YORK BRANCH AND/OR CAYMAN ISLANDS BRANCHES By /s/ Xxxxxx X. Xxxx, Xx. ------------------------------- Title: Vice President By /s/ Xxxxx Xxx ------------------------------- Title: Assistant Vice President THE INDUSTRIAL BANK OF JAPAN, LIMITED - NEW YORK BRANCH By /s/ Xxxxx Xxx ---------------------------------- Title: Senior Vice President & Senior Manager MIDLAND BANK PLC By /s/ Xxxx X. Xxxxx --------------------------------- Title: Authorized Signatory THE MITSUBISHI BANK, LIMITED-NEW YORK BRANCH By /s/ Xxxxx Xxxxxxx ------------------------------ Title: Vice President XXXXXX GUARANTY TRUST COMPANY OF NEW YORK By /s/ Xxxx X. Silver ------------------------------ Title: Associate THE SAKURA BANK, LTD. By /s/ Xxxxxxxx Xxxxxx -------------------------------- Title: Senior Vice President & Manager THE SANWA BANK LIMITED By /s/ Xxxxxxx Xxxxx -------------------------------- Title: Vice President & Area Manager
