Role of the Agent. The Subscriber acknowledges that the Agent has been appointed by the Trust to act as the agent of the Trust to market the Trust Units on a commercially reasonable private placement basis and, in connection therewith, the Trust and the Agent have entered into or will prior to the Closing Time enter into an agreement (the "Agency Agreement") pursuant to which the Agent, in connection with the issue and sale of the Trust Units, will receive compensation from the Trust. The Subscriber hereby irrevocably authorizes the Agent to:
(a) negotiate and settle the form of any certificates to be delivered and any agreement to be entered into in connection with the Offering and to vary, amend, alter or waive, on its own behalf and on behalf of the purchasers of Trust Units, in whole or in part, or extend the time for compliance with, any of the conditions for completing the sale of the Trust Units in such manner and on such terms and conditions as the Agent may determine, acting reasonably, without in any way affecting the Subscriber's obligations or the obligations of such others hereunder; provided, however, that the Agent shall not vary, amend, alter or waive any such condition where to do so would result in a material adverse change to any of the material attributes of the Trust Units;
(b) allocate the Trust Units being offered pursuant to the Offering and in accordance with the terms of the Agency Agreement;
(c) act as its representative at the Closing with full power of substitution, as its true and lawful attorney and agent with the full power and authority in its place and stead to swear, execute, file and record any document necessary to accept delivery of certificates representing the Trust Units on the Closing Date, to terminate this subscription on its behalf in the event that any condition precedent to the Offering has not been satisfied, to execute a receipt for such certificates and all other documentation, and to deliver such certificates to the Subscriber as set out in this Subscription Agreement promptly after Closing;
(d) complete or correct any errors or omissions in this Subscription Agreement and any form or document provided by the Subscriber;
(e) receive on the Subscriber’s behalf certificates representing the Trust Units purchased pursuant to this Subscription Agreement;
(f) approve any opinions, certificates or other documents addressed to the Subscriber;
(g) waive, in whole or in part, any representations, warranties, covenants or conditions f...
Role of the Agent. The provisions of Schedule 9 (Agency Provisions) are incorporated by reference herein.
Role of the Agent. Each of Dealer and Counterparty acknowledges to and agrees with the other party hereto and to and with the Agent that (i) the Agent is acting as agent for Dealer under the Transaction pursuant to instructions from such party, (ii) the Agent is not a principal or party to the Transaction, and may transfer its rights and obligations with respect to the Transaction, (iii) the Agent shall have no responsibility, obligation or liability, by way of issuance, guaranty, endorsement or otherwise in any manner with respect to the performance of either party under the Transaction,
Role of the Agent. 2.1 Any reference in this Agreement to the Agent shall, unless expressly otherwise provided, be a reference to the Agent acting for its own benefit and for the benefit of the Lender.
Role of the Agent. The provisions set out in this Clause 25 are not applicable to any of the Master Repurchase Agreements.
Role of the Agent. For the purposes of this Clause 28 only, a reference to a “Finance Document” or the “
Role of the Agent. 23.1 Appointment of the Agent and the Security Trustee
(a) Each other Finance Party appoints the Agent to act as its agent under and in connection with the Finance Documents.
(b) Each other Finance Party authorises the Agent to exercise the rights, powers, authorities and discretions specifically given to the Agent under or in connection with the Finance Documents together with any other incidental rights, powers, authorities and discretions.
Role of the Agent. 2.1 Any reference in this Agreement to the Agent shall, unless expressly otherwise provided, be a reference to the Agent acting for itself and (as direct representative (direkter Stellvertreter)) in the name, on behalf and for the benefit of the other Pledgees.
2.2 Any actions, rights, powers and discretion of the Pledgees under this Agreement shall be exclusively made and exercised by the Agent.
2.3 Any documents, assets and notices to be delivered and given, respectively, by the Pledgor to the Pledgees under this Agreement shall be exclusively delivered and given, respectively, to the Agent.
Role of the Agent. (1) The Agent shall promptly forward to a Party the original or a copy of any document which is delivered to the Agent for that Party by any other Party.
(2) If the Agent receives notice from a Party referring to this Agreement, describing a Default and stating that the circumstance described is a Default, it shall promptly notify the Lenders.
(3) The Agent shall promptly notify the Lenders of any Default arising under Clause 23.1 (Non-payment).
(4) The Agent does not have any duties except those expressly set out in the Finance Documents. Its duties under the Finance Documents are solely mechanical and administrative in nature.
