Reliance by Agents. Each Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. Each Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a ​ or an L/C Issuer, an Agent may presume that such condition is satisfactory to such ​ or such L/C Issuer unless such Agent shall have received notice to the contrary from such ​ or such L/C Issuer prior to the making of such Loan or the issuance of such Letter of Credit. Each Agent may consult with legal counsel (who may be counsel for ESI or any of its Restricted Subsidiaries), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

During the Term (as defined below), the Company hereby engages Dinosaur, as exclusive placement agent, and Katalyst as financial advisor in connection with the Offering. The Agents hereby accept such appointment and agree to perform the services hereunder diligently and in good faith and in a professional and businesslike manner and in compliance with applicable law and to use its reasonable best efforts to assist the Company in completing the Offering.

Notification by Agents. The Agents shall notify the Borrowers of each Lender’s determination under [Section 2.14(b)] no later than the date that is twenty-fiveten (2510) days prior to the applicable Anniversary Date (or, if such date is not a Business Day, on the immediately preceding Business Day).

Tenant’s Agents. Tenant’s Contractor, together with all subcontractors, laborers, materialmen and suppliers used by Tenant, are collectively referred to herein as “Tenant’s Agents.” All Major Subcontractors must be approved in writing by Landlord, which approval shall not be unreasonably withheld or delayed. “Major Subcontractors” shall mean any contractor (other than Tenant’s Contractor) or subcontractor performing Tenant Improvement Work costing in excess of Two Hundred Fifty Thousand Dollars ($250,000) in the aggregate or performing work affecting the Base Building Systems.

Disclosure to Agents. Notwithstanding the provisions of Section 9.01(a) and subject to the other terms of this Agreement, each of Licensee and Merck shall have the right to disclose Proprietary Information to their respective sublicensees, agents, consultants, Affiliates or other Third Parties (collectively “Agents”) in accordance with this Section 9.01(b). Such disclosure shall be limited only to those Agents directly involved in the management and decision-making of Licensee and/or the Development, Manufacturing, marketing or promotion of Licensed Compound or Licensed Product (or for such Agents to determine their interest in performing such activities) in accordance with this Agreement. Any such Agents must already be bound or agree in writing to be bound by confidentiality and non-use obligations essentially the same as those contained in this Agreement.

Appointment of Agents. Owners have appointed GPC as their agent for all purposes under this Agreement pursuant to the Ownership Agreement, with the power and authority to bind Owners to their obligations herein. All obligations required under this Agreement to be fulfilled by the Owners will be performed by or at the direction of GPC, as agent for the Owners. Copies of the Ownership Agreement have been provided to and received by Service Provider. Owners will not materially change (in terms of the effect of any change on the agent’s authority with respect to this Agreement) the agency authority granted to GPC (or a successor agent) under the Ownership Agreement without Service Provider’s prior written approval not to be unreasonably withheld. GPC, acting for itself and as agent for the other Owners, has appointed SNC as agent for the implementation and administration of this Agreement. SNC is the exclusive licensed operator of Vogtle Units 1 and 2 and is the licensed operator of the Facility having exclusive control over licensed activities at the Facility.

Affiliate Escrow Agents. [[Organization B:Organization]] represents and warrants to [[Organization C:Organization]] that any and all title companies and other Persons that provide closing services in connection with residential mortgage loan transactions which are directly or indirectly owned or controlled by [[Organization B:Organization]] or under common ownership or control with [[Organization B:Organization]] (each an “Affiliate Escrow Agent”) as of the date hereof are identified on Exhibit H. [[Organization B:Organization]] represents and warrants that, prior to the Effective Date, [[Organization B:Organization]] has delivered to [[Organization C:Organization]] true, correct and complete copies of the financial statements for each Affiliate Escrow Agent. [[Organization B:Organization]] covenants and agrees to promptly notify [[Organization C:Organization]] in writing regarding any new Affiliate Escrow Agents arising after the Effective Date.

Employment of Agents and Counsel. The Administrative Agent may execute any of its duties as the Administrative Agent hereunder and under any other Loan Document by or through employees, agents, and attorneys-in-fact and shall not be answerable to the Lenders, except as to money or securities received by it or its authorized agents, for the default or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The Administrative Agent shall be entitled to advice of counsel concerning the contractual arrangement between the Administrative Agent and the Lenders and all matters pertaining to the Administrative Agent’s duties hereunder and under any other Loan Document.

Agents in Their Individual Capacities. The agency hereby created shall in no way impair or affect any of the rights and powers of, or impose any duties or obligations upon, any Agent in its individual capacity as a Lender hereunder. Each Agent and its Affiliates may make loans to, accept deposits from and generally engage in any kind of business with the Borrower and any other Loan Party as though such Agent were not an Agent hereunder and under the other Loan Documents. With respect to the Loans made by it, each Agent shall have the same rights and powers under this Agreement and the other Loan Documents as any Lender and may exercise the same as though it were not an Agent, and the terms “Lender” and “Lenders” shall include each Agent in its individual capacity.

Delegation of Authority; Appointment of Agents. The Committee may # allocate any of its responsibilities, powers and discretion under the Plan to one or more members of the Committee, and # appoint a Plan administrator or any other agent, and delegate to them such powers and duties in connection with the administration of the Plan as the Committee may from time to time prescribe. The actions taken by any member or members of the Committee or any other such persons in the exercise of responsibilities, powers and discretion delegated hereunder shall have the same valid and binding effect under the Plan as action by the full Committee.