Additional Security Agents. Except with respect to the Control Share Pledges: (a) the Security Agent may, in consultation with the Issuer, at any time appoint (and subsequently remove), to the extent legally permitted, any person to act as a separate trustee or as a co-trustee jointly with it (i) if it in good faith considers that appointment to be in the interests of the Secured Parties or (ii) for the purposes of conforming to any legal requirements, restrictions or conditions which the Security Agent deems to be relevant (acting reasonably) or (iii) for obtaining or enforcing any judgment in any jurisdiction, and the Security Agent shall give prior notice to the Issuer and each of the Agents of that appointment; (b) any person so appointed shall have the rights, powers and discretions (not exceeding those conferred on the Security Agent by this Agreement) and the duties and obligations that are conferred or imposed by the instrument of appointment; and (c) the remuneration that the Security Agent may pay to that person, and any costs and expenses (together with any applicable VAT) incurred by that person in performing its functions pursuant to that appointment shall, for the purposes of this Agreement, be treated as costs and expenses reasonably incurred by the Security Agent.
Appears in 2 contracts
Samples: Intercreditor Agreement (Internet Gold Golden Lines LTD), Intercreditor Agreement (B Communications LTD)
Additional Security Agents. Except with respect to the Control Share Pledges:
(a) the The Security Agent may, in consultation with the Issuer, may at any time appoint (and subsequently remove), to the extent legally permitted, ) any person to act as a separate trustee or as a co-trustee jointly with it (i) if it considers that appointment to be in good faith the interests of the Secured Parties, (ii) if it considers that appointment to be in the interests of the Secured Parties for purposes of the execution, performance or enforcement of any Debt Document, (iiiii) for the purposes of conforming to any legal requirements, restrictions or conditions which the Security Agent deems to be relevant (acting reasonably) or (iiiiv) for obtaining or enforcing any judgment in any jurisdiction, and the Security Agent shall give prior notice to the Issuer Parent and each of the Agents Facility Agent of that appointment;.
(b) any Any person so appointed shall have the rights, powers and discretions (not exceeding those conferred on the Security Agent by this Agreement) and the duties and obligations that are conferred or imposed by the instrument of appointment; and.
(c) the The remuneration that the Security Agent may pay to that person, and any costs and expenses (together with any applicable VAT) reasonably incurred by that person in performing its functions pursuant to that appointment shall, for the purposes of this Agreement, be treated as costs and expenses reasonably incurred by the Security Agent.
Appears in 2 contracts
Samples: Intercreditor Agreement (Cemex Sab De Cv), Intercreditor Agreement (Cemex Sab De Cv)
Additional Security Agents. Except with respect to the Control Share Pledges:
(a) the The Security Agent may, in consultation with the Issuer, may at any time appoint (and subsequently remove), to the extent legally permitted, ) any person to act as a separate trustee or as a co-trustee jointly with it (i) if it considers that appointment to be in good faith the interests of the Secured Parties, (ii) if it considers that appointment to be in the interests of the Secured Parties for purposes of the execution, performance or enforcement of any Debt Document, (iiiii) for the purposes of conforming to any legal requirements, restrictions or conditions which the Security Agent deems to be relevant (acting reasonably) or (iiiiv) for obtaining or enforcing any judgment in any jurisdiction, and the Security Agent shall give prior notice to the Issuer Parent and each of the Agents Administrative Agent of that appointment;.
(b) any Any person so appointed shall have the rights, powers and discretions (not exceeding those conferred on the Security Agent by this Agreement) and the duties and obligations that are conferred or imposed by the instrument of appointment; and.
(c) the The remuneration that the Security Agent may pay to that person, and any costs and expenses (together with any applicable VAT) reasonably incurred by that person in performing its functions pursuant to that appointment shall, for the purposes of this Agreement, be treated as costs and expenses reasonably incurred by the Security Agent.
Appears in 2 contracts
Samples: Intercreditor Agreement (Cemex Sab De Cv), Intercreditor Agreement (Cemex Sab De Cv)
Additional Security Agents. Except with respect to the Control Share Pledges:
(a) the The Security Agent may, in consultation with the Issuer, and Secondary Security Agent may each at any time appoint (and subsequently remove), to the extent legally permitted, ) any person to act as a separate trustee or separate security agent or as a co-trustee or co-security agent jointly with it (i) if it in good faith considers that appointment to be in the interests of the Secured Parties or (ii) for the purposes of conforming to any legal requirements, restrictions or conditions which the Security Agent or Secondary Security Agent (as applicable) deems to be relevant (acting reasonably) or (iii) for obtaining or enforcing any judgment in any jurisdiction, and the Security Agent shall give prior notice to the Issuer Company and each of the Agents Agent of that appointment;.
(b) any Any person so appointed shall have the rights, powers and discretions (not exceeding those conferred on the Security Agent or Secondary Security Agent (as applicable) by this Agreement) and the duties and obligations that are conferred or imposed by the instrument of appointment; and.
(c) the The remuneration that the Security Agent or Secondary Security Agent (as applicable) may pay to that person, and any costs and expenses (together with any applicable VATIndirect Tax) incurred by that person in performing its functions pursuant to that appointment shall, for the purposes of this Agreement, be treated as costs and expenses reasonably incurred by the Security AgentAgent or Secondary Security Agent (as applicable) for the account of the Company.
Appears in 2 contracts
Samples: Facilities Agreement (StarTek, Inc.), Facilities Agreement (StarTek, Inc.)
Additional Security Agents. Except with respect to the Control Share Pledges:
(a) the The Security Agent may, in consultation with the Issuer, and Secondary Security Agent may each at any time appoint (and subsequently remove), to the extent legally permitted, ) any person to act as a separate trustee or separate security agent or as a co-trustee or co-security agent jointly with it (i) if it in good faith considers that appointment to be in the interests of the Secured Parties or (ii) for the purposes of conforming to any legal requirements, restrictions or conditions which the Security Agent or Secondary Security Agent (as applicable) 0081727-0000042 SN:12155633.21 171 deems to be relevant (acting reasonably) or (iii) for obtaining or enforcing any judgment in any jurisdiction, and the Security Agent shall give prior notice to the Issuer Company and each of the Agents Agent of that appointment;.
(b) any Any person so appointed shall have the rights, powers and discretions (not exceeding those conferred on the Security Agent or Secondary Security Agent (as applicable) by this Agreement) and the duties and obligations that are conferred or imposed by the instrument of appointment; and.
(c) the The remuneration that the Security Agent or Secondary Security Agent (as applicable) may pay to that person, and any costs and expenses (together with any applicable VATIndirect Tax) incurred by that person in performing its functions pursuant to that appointment shall, for the purposes of this Agreement, be treated as costs and expenses reasonably incurred by the Security AgentAgent or Secondary Security Agent (as applicable) for the account of the Company.
Appears in 1 contract
Samples: Facilities Agreement (StarTek, Inc.)
Additional Security Agents. Except with respect to the Control Share Pledges:
(a) the The Security Agent may, in consultation with the Issuer, and Secondary Security Agent may each at any time appoint (and subsequently remove), to the extent legally permitted, ) any person to act as a separate trustee or separate security agent or as a co-trustee or co-security agent jointly with it it: (i) if it in good faith considers that appointment to be in the interests of the Secured Parties Parties; or (ii) for the purposes of conforming to any legal requirements, restrictions or conditions which the Security Agent or Secondary Security Agent (as applicable) deems to be relevant (acting reasonably) or (iii) for obtaining or enforcing any judgment in any jurisdiction, and the Security Agent shall give prior notice to the Issuer Company and each of the Agents Agent of that appointment;.
(b) any Any person so appointed shall have the rights, powers and discretions (not exceeding those conferred on the Security Agent or Secondary Security Agent (as applicable) by this Agreement) and the duties and obligations that are conferred or imposed by the instrument of appointment; and.
(c) the The remuneration that the Security Agent or Secondary Security Agent (as applicable) may pay to that person, and any costs and expenses (together with any applicable VATIndirect Tax) incurred by that person in performing its functions pursuant to that appointment shall, for the purposes of this Agreement, be treated as costs and expenses reasonably incurred by the Security AgentAgent or Secondary Security Agent (as applicable) for the account of the Company.
Appears in 1 contract
Samples: Facilities Agreement (StarTek, Inc.)
Additional Security Agents. Except with respect to the Control Share Pledges:
(a) the The Security Agent may, in consultation with the Issuer, may at any time appoint (and subsequently remove), to the extent legally permitted, ) any person to act as a separate trustee or as a co-trustee jointly with it it:
(i) if it in good faith reasonably considers that appointment to be in the best interests of the Secured Parties or which cannot be sufficiently achieved by the Security Agent acting on its own;
(ii) for the purposes of conforming to any legal requirementsrequirement, restrictions restriction or conditions which the Security Agent deems to be relevant (acting reasonably) or condition; or
(iii) for obtaining or enforcing any judgment in any jurisdiction, and the Security Agent shall give prior notice to in advance consult such appointment with the Issuer Borrower and each the Senior Creditors (for the avoidance of doubt, no consent of the Agents of that appointment;Borrower and the Senior Creditors is required).
(b) any Any person so appointed shall have the rights, powers powers, authorities and discretions (not exceeding those conferred on given to the Security Agent by this Agreementunder or in connection with the Debt Documents) and the duties duties, obligations and obligations responsibilities that are conferred given or imposed by the instrument of appointment; and.
(c) the The remuneration that the Security Agent may pay to that person, and any costs and expenses (together with any applicable VAT) incurred by that person in performing its functions pursuant to that appointment shall, for the purposes of this Agreement, be treated as costs and expenses reasonably incurred by the Security Agent.
Appears in 1 contract
Samples: Intercreditor Agreement