Appointment of the Agent Clause Samples

Appointment of the Agent. Each Lender and the holder of each Note (if issued) irrevocably appoints and authorizes the Agent to act on behalf of such Lender or holder under this Agreement and the other Loan Documents and to exercise such powers hereunder and thereunder as are specifically delegated to the Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto, including without limitation the power to execute or authorize the execution of financing or similar statements or notices, and other documents. In performing its functions and duties under this Agreement, the Agent shall act solely as agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for any Credit Party.

Appointment of the Agent. (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.

Appointment of the Agent. Each other Finance Party appoints the Agent to act as its agent under and in connection with the Finance Documents.

Appointment of the Agent. (a) Each of the Arranger and the Lenders appoints the Agent to act as its agent under and in connection with the Finance Documents. (b) Each of the Arranger and the Lenders authorises the Agent to perform the duties, obligations and responsibilities and 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.

Appointment of the Agent. Each Bank hereby appoints the Agent to act as its agent in connection with this Agreement and the other Facility Documents and authorises the Agent to exercise such rights, powers and discretions as are specifically delegated to the Agent by the terms hereof together with all such rights, powers and discretions as are reasonably incidental thereto.

Appointment of the Agent. Each Lender irrevocably appoints the Agent as its agent for the purposes of this Agreement and such of the Security Documents to which it may be appropriate for the Agent to be party. Accordingly each of the Lenders hereby authorise the Agent: 16.1.1 to execute such documents as may be approved by the Majority Lenders for execution by the Agent; and 16.1.2 (whether or not by or through employees or agents) to take such action on such Lender’s behalf and to exercise such rights, remedies, powers and discretions as are specifically delegated to the Agent by any Security Document, together with such powers and discretions as are reasonably incidental thereto.

Appointment of the Agent. (a) Each other Finance Party appoints the Agent to act as its agent and attorney (Stellvertreter) 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. (c) Each other Finance Party hereby relieves the Agent from the restrictions pursuant to section 181 Civil Code (Bürgerliches Gesetzbuch) and similar restrictions applicable to it pursuant to any other applicable law, in each case to the extent legally possible to such Finance Party. A Finance Party which is barred by its constitutional documents or by-laws from granting such exemption shall notify the Agent accordingly.

Appointment of the Agent. Each of the Arranger and the Lenders appoints the Agent to act as its agent under and in connection with the Finance Documents.

Appointment of the Agent. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions set forth herein, the Agent is hereby appointed and agrees to sell the Shares on a "best efforts" basis. The Agent is authorized to enlist other members of the National Association of Securities Dealers, Inc. ("NASD") acceptable to the Company to sell the Shares as Soliciting Dealers. (b) It is understood and agreed that no sale of the Shares shall be regarded as effective unless and until accepted by the Company. The Company reserves the right in its sole discretion to refuse to sell any of the Shares to any person. The Offering will terminate on the first to occur of (i) the sale of an aggregate of 20,000,000 Shares (excluding any Shares sold pursuant to the Company's Dividend Reinvestment Plan) or (ii) __________________, 2004 (the "Offering Termination Date"). If subscriptions for at least 100,000 Shares (the "Minimum Offering") have not been received and accepted by the Company by ______________________, 2002 Page 2 _________________, 2004, none of the Shares will be sold and all funds tendered will be refunded in full to each subscriber (plus interest and without deducting for escrow expenses) in accordance with the Prospectus (as defined in Section 2(c)). (c) Subject to the performance by the Company of all the obligations to be performed hereunder, and to the completeness and accuracy of all the representations and warranties contained herein, the Agent hereby accepts such agency and agrees on the terms and conditions herein set forth to use its best efforts during the offering period to find qualified subscribers for the Shares on the terms set forth in this Agreement and the Prospectus. (d) The Agent further understands and agrees that the compensation to the Agent for a sale of Shares described herein is conditional upon the sale of at least the Minimum Offering and acceptance of said sales by the Company and that the failure to sell at least the Minimum Offering by that date shall relieve the Company or any other party of any obligation to pay the Agent for any services rendered by the Agent in connection with the sale of the Shares under this Agreement or otherwise. In connection with sales made to residents of Pennsylvania ("Pennsylvania Investors"), the Agent understands and agrees that the compensation to the Agent for the sale of Shares described herein to Pennsylvania Investors is conditional upon the sal...