Agency and Trust. 9.1 Appointment Each of the Banks and each of the Arrangers appoints the Agent and its directors, officers, employees and agents acting on the instructions from time to time of the Majority Banks, subject to Clauses 9.4 and 9.19, its agent for the purpose of administering the Facility and where applicable the Security Documents and authorises the Security Trustee and its directors, officers, employees and agents acting on the instructions from time to time of the Majority Banks, and subject to Clauses 9.4 and 9.19, to execute and administer the Security Documents on its behalf, to retain the Security Documents and to exercise all rights, powers, discretions and remedies vested in the Banks under or pursuant to the Security Documents, together with all powers reasonably incidental to them.
9.2 Authority Each of the Banks and each of the Arrangers irrevocably authorises the Agent and the Security Trustee, acting on the instructions from time to time of the Majority Banks (save where the terms of any Security Document expressly require the instructions of all of the Banks):-
9.2.1 to give or withhold any consents or approvals; and
9.2.2 to exercise, or refrain from exercising, any discretions; and
9.2.3 to collect, receive, release or pay any money; under or pursuant to any of the Security Documents. The Agent and the Security Trustee shall have no duties or responsibilities as agent or security trustee (as the case may be) other than those expressly conferred on them by the Security Documents and shall not be obliged to act on any instructions if to do so would, in the opinion of the Agent or the Security Trustee (as the case may be), be contrary to any provision of the Security Documents or to any law, or would expose the Agent or the Security Trustee (as the case may be) to any actual or potential liability to any third party.
9.3 Trust The Security Trustee agrees and declares, and each of the Banks acknowledges, that, subject to the terms and conditions of this Clause, the Security Trustee holds the Trust Property on trust for the Banks, in accordance with their respective Proportionate Shares, absolutely. Each of the Banks agrees that the obligations, rights and benefits vested in the Security Trustee in its capacity as security trustee shall be performed and exercised in accordance with this Clause. The Security Trustee in its capacity as security trustee shall have the benefit of all of the provisions of this Agreement benefiting it in its capacity as ...
Agency and Trust. 44 12 Covenants................................................................54 13 Earnings.................................................................
Agency and Trust. APPOINTMENT Each of the Banks and the Arrangers appoints the Agent its agent for the purpose of administering the Facility and the Security Documents and authorises the Agent and its directors, officers, employees and agents acting on the instructions from time to time of an Instructing Group, and subject to Clauses 11.4 and 11.19, to execute the Security Documents on its behalf and to exercise all rights, powers, discretions and remedies vested in the Banks under or pursuant to the Security Documents, together with all powers reasonably incidental to them.
Agency and Trust. 45 12 Covenants..................................................................55 13 Earnings...................................................................66 14 Events Of Default..........................................................66 15 Set-Off and Lien...........................................................71 16 Assignment and Sub-Participation...........................................72 17 Payments, Mandatory Prepayment, Reserve Requirements and Illegality........75 18 Communications.............................................................80
Agency and Trust. 46 15 COVENANTS................................................................53 16 EARNINGS.................................................................63
Agency and Trust. 9.1 Appointment Each of the Banks appoints the Agent its agent for the purpose of administering the Facility and the Security Documents and authorises the Agent and its directors, officers, employees and agents acting on the instructions from time to time of the Majority Banks, and subject to Clauses 9.4 and 9.19, to execute the Security Documents on its behalf and to exercise all rights, powers, discretions and remedies vested in the Banks under or pursuant to the Security Documents, together with all powers reasonably incidental to them.
9.2 Authority Each of the Banks irrevocably authorises the Agent, acting on the instructions from time to time of the Majority Banks (save where the terms of any Security Document expressly require the instructions of all of the Banks):-
9.2.1 to give or withhold any consents or approvals; and
9.2.2 to exercise, or refrain from exercising, any discretions; and
9.2.3 to collect, receive, release or pay any money; under or pursuant to any of the Security Documents. The Agent shall have no duties or responsibilities as agent or as security trustee other than those expressly conferred on it by the Security Documents and shall not be obliged to act on any instructions if to do so would, in the opinion of the Agent, be contrary to any provision of the Security Documents or to any law, or would expose the Agent to any actual or potential liability to any third party.
Agency and Trust. 11.1 Appointment Each of the Banks appoints the Agent its agent for the purpose of administering the Facility and the Security Documents and authorises the Agent and its directors, officers, employees and agents acting on the instructions from time to time of an Instructing Group, and subject to Clauses 11.4 and 11.19, to execute the Security Documents on its behalf and to exercise all rights, powers, discretions and remedies vested in the Banks under or pursuant to the Security Documents, together with all powers reasonably incidental to them.
11.2 Authority Subject to Clause 11.4, each of the Banks irrevocably authorises the Agent, acting on the instructions from time to time of an Instructing Group:-
11.2.1 to give or withhold any consents or approvals;
11.2.2 to exercise, or refrain from exercising, any discretions; and
11.2.3 to collect, receive, release or pay any money; under or pursuant to any of the Security Documents with the prior written consent of an Instructing Group. The Agent shall have no duties or responsibilities as agent or as security trustee other than those expressly conferred on it by the Security Documents and shall not be obliged to act on any instructions if to do so would, in the opinion of the Agent, be contrary to any provision of the Security Documents or to any law, or would expose the Agent to any actual or potential liability to any third party.
Agency and Trust. (a) Neither the Licensor nor the Licensee will be liable to the other (regardless of any other provision of this Agreement), in respect of any indirect, special, incidental or consequential damages including loss of revenue, loss of profits, loss of business opportunity or loss of use of any facilities or property, even if advised of the possibility of such damages.
(b) Wherever a release is provided for under this Agreement in favour of the Licensor, it will be deemed to include the Released Licensor Persons. The Licensor acts as agent or trustee for the benefit of the Released Licensor Persons, and each of them, to allow them to enforce the benefit of this provision as well as the benefit of each release clause in this Agreement that is intended to benefit them.
(c) Wherever a release is provided for under this Agreement in favour of the Licensee, it will be deemed to include the Released Licensee Persons. The Licensee acts as agent or trustee for the benefit of the Released Licensee Persons, and each of them, to allow them to enforce the benefit of this provision as well as the benefit of each release clause in this Agreement that is intended to benefit them.
(d) Neither the Licensor nor the Licensee will make a claim against a third party in respect of a matter from which a Released Licensor Person or a Released Licensee Person, as the case may be, is released from liability under this Agreement, if the third party would have a claim for contribution or indemnity against the Released Licensor Person or the Released Licensee Person, as the case may be.
Agency and Trust. 11.1 Appointment Each of the Banks appoints the Agent its agent for the purpose of administering the Facility and the Security Documents and authorises the Agent and its directors, officers, employees and agents acting on the instructions from time to time of an Instructing Group, and subject to Clauses 11.4 and 11.19, to execute the Security Documents on its behalf and to exercise all rights, powers, discretions and remedies vested in the Banks under or pursuant to the Security Documents, together with all powers reasonably incidental to them.
11.2 Authority Subject to Clause 11.4, each of the Banks irrevocably authorises the Agent, acting on the instructions from time to time of an Instructing Group:-
11.2.1 to give or withhold any consents or approvals;
Agency and Trust. 10.1 APPOINTMENT Each of the Finance Parties appoints the Agent its agent for the purpose of administering the Loan and the Security Documents.
