Common use of Agency and Trust Clause in Contracts

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 security trustee for the Banks, and all the powers and discretions conferred on trustees by the Trustee Xxx 0000 (to the extent not inconsistent with this Agreement). In addition:- 9.3.1 the Security Trustee (and any attorney, agent or delegate of the Security Trustee) may indemnify itself or himself out of the Trust Property against all liabilities, costs, fees, damages, charges, losses and expenses sustained or incurred by it or him in relation to the taking or holding of any of the Trust Property or in connection with the exercise or purported exercise of the rights, trusts, powers and discretions vested in the Security Trustee or any other such person by or pursuant to the Security Documents or in respect of anything else done or omitted to be done in any way relating to the Security Documents; and 9.3.2 the Banks acknowledge that the Security Trustee shall be under no obligation to insure any property nor to require any other person to insure any property and shall not be responsible for any loss which may be suffered by any person as a result of the lack or insufficiency of any insurance; and 9.3.3 the Security Trustee and the Banks agree that the perpetuity period applicable to the trusts declared by this Agreement shall be the period of eighty years from the Execution Date.

Agency and Trust. 9.1 Appointment Each of the Banks and each of the Arrangers MLA 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 each of the Banks, the MLA and the Agent appoints the Security Documents Trustee to act as its security agent for the purposes of the Security Documents. 9.2 Each Bank and the MLA authorises the Agent and each Bank, the MLA and the Agent authorises the Security Trustee and each of 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 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 9.3 Authority Each of the Banks and each of the Arrangers Finance Parties 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 9.3.1 to give or withhold any consents or approvals; and 9.2.2 9.3.2 to exercise, or refrain from exercising, any discretions; and 9.2.3 9.3.3 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 as security trustee (as the case may be) other than those expressly conferred on them 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 or the Security Trustee (as the case may be)Agent, 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 9.4 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 Finance Parties 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 security trustee agent for the BanksFinance Parties, and all the powers and discretions conferred on trustees by the Trustee Xxx 0000 (to the extent not inconsistent with this Agreement). In addition:- 9.3.1 9.4.1 the Security Trustee (and any attorney, agent or delegate of the Security TrusteeAgent) may indemnify itself or himself out of the Trust Property against all liabilities, costs, fees, damages, charges, losses and expenses sustained or incurred by it or him in relation to the taking or holding of any of the Trust Property or in connection with the exercise or purported exercise of the rights, trusts, powers and discretions vested in the Security Trustee or any other such person by or pursuant to the Security Documents or in respect of anything else done or omitted to be done in any way relating to the Security DocumentsDocuments other than as a result of its gross negligence or wilful misconduct; and 9.3.2 9.4.2 the Banks Finance Parties acknowledge that the Security Trustee shall be under no obligation to insure any property nor to require any other person to insure any property and shall not be responsible for any loss which may be suffered by any person as a result of the lack or insufficiency of any insurance; and 9.3.3 9.4.3 the Security Trustee and the Banks Finance Parties agree that the perpetuity period applicable to the trusts declared by this Agreement shall be the period of eighty years from the Execution Date.

Agency and Trust. 9.1 10.1 Appointment Each of the Banks and each of the Arrangers appoints the Agent its agent for the purpose of administering the Loan and the Security Documents. 10.2 Authority Each of the Banks irrevocably authorises the Agent (subject to Clauses 10.4 and 10.19):- 10.2.1 to execute the Security Documents (other than this Agreement) in its directorscapacity as Agent; 10.2.2 to collect, officersreceive, employees and agents release or pay any money on its behalf; 10.2.3 acting on the instructions from time to time of the Majority Banksan Instructing Group to give or withhold any waivers, subject consents or approvals under or pursuant to Clauses 9.4 and 9.19, its agent for the purpose any of administering the Facility and where applicable the Security Documents and authorises the Security Trustee and its directors, officers, employees and agents Documents; 10.2.4 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 Instructing Group to exercise, or refrain from exercising, any discretions; and 9.2.3 to collect, receive, release or pay any money; discretions under or pursuant to any of the Security Documents; and 10.2.5 to enforce the Security Documents on its behalf acting on its instructions. The Agent and the Security Trustee shall have no duties or responsibilities as agent or as security trustee (as the case may be) other than those expressly conferred on them it by the Security Documents and shall not be obliged to act on any instructions from the Banks or an Instructing Group if to do so would, in the opinion of the Agent or the Security Trustee (as the case may be)Agent, 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 10.3 Trust The Security Trustee Agent agrees and declares, and each of the Banks acknowledges, that, subject to the terms and conditions of this Clause, the Security Trustee Agent 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 Agent in its capacity as security trustee shall be performed and exercised in accordance with this Clause. The Security Trustee Agent in its capacity as security trustee shall have the benefit of all of the provisions of this Agreement benefiting benefitting it in its capacity as security trustee agent for the Banks, and all the powers and discretions conferred on trustees by the Trustee Xxx 0000 (to the extent not inconsistent with this Agreement). In addition:- 9.3.1 10.3.1 the Security Trustee Agent (and any attorney, agent or delegate of the Security TrusteeAgent) may indemnify itself or himself out of the Trust Property against all liabilities, costs, fees, damages, charges, losses and expenses sustained or incurred by it or him in relation to the taking or holding of any of the Trust Property or in connection with the exercise or purported exercise of the rights, trusts, powers and discretions vested in the Security Trustee Agent or any other such person by or pursuant to the Security Documents or in respect of anything else done or omitted to be done in any way relating to the Security Documents; and 9.3.2 10.3.2 the Banks acknowledge that the Security Trustee Agent shall be under no obligation to insure any property nor to require any other person to insure any property and shall not be responsible for any loss which may be suffered by any person as a result of the lack or insufficiency of any insurance; and 9.3.3 10.3.3 the Security Trustee Agent and the Banks agree that the perpetuity period applicable to the trusts declared by this Agreement shall be the period of eighty years from the Execution Datedate of this Agreement.

Agency and Trust. 9.1 11.1 Appointment Each of the Banks appoints the Paying Agent its agent for the purpose of administering payments relating to the Facility and the Security Documents and the Security Agent as its security trustee to administer all other aspects of the Facility and to hold the benefit of the Security Documents and each of the Arrangers Swap Banks appoints the Security Agent as its security trustee to hold the benefit of the Security Documents. 11.2 Authority Each of the Banks irrevocably authorises the Paying Agent (subject to Clauses 11.4 and 11.19):- 11.2.1 to collect, receive, release or pay any money on its directors, officers, employees behalf; and agents each of the Banks and the Swap Banks authorises the Security Agent (subject to Clauses 11.4 and 11.19):- 11.2.2 to execute the Security Documents (other than this Agreement) on its behalf; 11.2.3 acting on the instructions from time to time of the Majority Banksan Instructing Group to give or withhold any waivers, subject consents or approvals under or pursuant to Clauses 9.4 and 9.19, its agent for the purpose any of administering the Facility and where applicable the Security Documents and authorises the Security Trustee and its directors, officers, employees and agents Documents; 11.2.4 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 Instructing Group to exercise, or refrain from exercising, any discretions; and 9.2.3 to collect, receive, release or pay any money; discretions under or pursuant to any of the Security Documents; and 11.2.5 to enforce the Security Documents on its behalf. The Agent and the Security Trustee Agents shall have no duties or responsibilities as agent agents or as security trustee (as the case may be) other than those expressly conferred on them it by the Security Documents and shall not be obliged to act on any instructions from the Banks or an Instructing Group if to do so would, in the opinion of the Agent or the Security Trustee (as the case may be)relevant Agent, be contrary to any provision of the Security Documents or to any law, or would expose the relevant Agent or the Security Trustee (as the case may be) to any actual or potential liability to any third party. 9.3 11.3 Trust The Security Trustee Agent agrees and declares, and each of the Banks and each of the Swap Banks acknowledges, that, subject to the terms and conditions of this Clause, the Security Trustee Agent holds the Trust Property on trust for the Banks, in accordance with their respective Proportionate Shares, absolutelyabsolutely and on trust for the Swap Banks as security for the Master Agreement Liabilities. Each of the Banks and the Swap Banks agrees that the obligations, rights and benefits vested in the Security Trustee Agent in its capacity as security trustee shall be performed and exercised in accordance with this Clause. The Security Trustee Agents in its their capacity as paying agent and security trustee agent respectively shall have the benefit of all of the provisions of this Agreement benefiting it them in its their capacity as paying agent and security trustee agent for the Banks and the Swap Banks, and all the powers and discretions conferred on trustees by the Trustee Xxx 0000 (to the extent not inconsistent with this Agreement). In addition:- 9.3.1 11.3.1 the Security Trustee Agent (and any attorney, agent or delegate of the Security TrusteeAgent) may indemnify itself or himself out of the Trust Property against all liabilities, costs, fees, damages, charges, losses and expenses sustained or incurred by it or him in relation to the taking or holding of any of the Trust Property or in connection with the exercise or purported exercise of the rights, trusts, powers and discretions vested in the Security Trustee Agent or any other such person by or pursuant to the Security Documents or in respect of anything else done or omitted to be done in any way relating to the Security Documents; and 9.3.2 the Banks acknowledge that the Security Trustee shall be under no obligation to insure any property nor to require any other person to insure any property and shall not be responsible for any loss which may be suffered by any person as a result of the lack or insufficiency of any insurance; and 9.3.3 the Security Trustee and the Banks agree that the perpetuity period applicable to the trusts declared by this Agreement shall be the period of eighty years from the Execution Date.

Agency and Trust. 9.1 Appointment Each of the Banks and each of the Arrangers appoints the Agent its agent for the purpose of administering the Loan and the Security Documents. 9.2 Authority Each of the Banks irrevocably authorises the Agent (subject to Clauses 9.4 and 9.19):- 9.2.1 to execute the Security Documents (other than this Agreement) on its directorsbehalf; 9.2.2 to collect, officersreceive, employees and agents release or pay any money on its behalf; 9.2.3 acting on the instructions from time to time of an Instructing Group to give or withhold any waivers, consents or approvals under or pursuant to any of the Security Documents; 9.2.4 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 Instructing Group to exercise, or refrain from exercising, any discretions; and 9.2.3 to collect, receive, release or pay any money; discretions under or pursuant to any of the Security Documents; and 9.2.5 to enforce the Security Documents on its behalf. The Agent and the Security Trustee shall have no duties or responsibilities as agent or as security trustee (as the case may be) other than those expressly conferred on them it by the Security Documents and shall not be obliged to act on any instructions from the Banks or an Instructing Group if to do so would, in the opinion of the Agent or the Security Trustee (as the case may be)Agent, 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 Agent agrees and declares, and each of the Banks acknowledges, that, subject to the terms and conditions of this Clause, the Security Trustee Agent holds the Trust Property on trust for the Banks, in accordance with their respective Proportionate Shares, Shares absolutely. Each of the Banks agrees that the obligations, rights and benefits vested in the Security Trustee Agent in its capacity as security trustee shall be performed and exercised in accordance with this Clause. The Security Trustee Agent in its capacity as security trustee shall have the benefit of all of the provisions of this Agreement benefiting it in its capacity as security trustee agent for the Banks, and all the powers and discretions conferred on trustees by the Trustee Xxx 0000 (to the extent not inconsistent with this Agreement). In addition:- 9.3.1 the Security Trustee Agent (and any attorney, agent or delegate of the Security TrusteeAgent) may indemnify itself or himself out of the Trust Property against all liabilities, costs, fees, damages, charges, losses and expenses sustained or incurred by it or him in relation to the taking or holding of any of the Trust Property or in connection with the exercise or purported exercise of the rights, trusts, powers and discretions vested in the Security Trustee Agent or any other such person by or pursuant to the Security Documents or in respect of anything else done or omitted to be done in any way relating to the Security DocumentsDocuments unless such liabilities, costs, fees, damages, charges, changes, losses and expenses arise from the Agent’s wilful misconduct or gross negligence; and 9.3.2 the Banks acknowledge that the Security Trustee Agent shall be under no obligation to insure any property nor to require any other person to insure any property and shall not be responsible for any loss which may be suffered by any person as a result of the lack or insufficiency of any insurance; and 9.3.3 the Security Trustee Agent and the Banks agree that the perpetuity period applicable to the trusts declared by this Agreement shall be the period of eighty years from the Execution Datedate of this Agreement.

Agency and Trust. 9.1 14.1 Appointment Each of the Banks Finance Parties irrevocably appoints the Agent as its agent for the purpose of administering the Facility and each of the Arrangers appoints Facility Documents and authorises the Agent and its directors, officers, employees and agents on such Bank's behalf 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, an Instructing Group and subject to Clauses 9.4 14.4 and 9.1914.20, to execute and administer the Security Documents on its behalf, to retain the Security Facility Documents and to exercise all rights, powers, discretions and remedies vested in the Banks Finance Parties under or pursuant to the Security Facility Documents, together with all powers reasonably incidental to them. 9.2 14.2 Authority Each Subject to Clause 14.4, each of the Banks and each of the Arrangers irrevocably authorises the Agent and the Security TrusteeAgent, 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):-an Instructing Group: 9.2.1 14.2.1 to give or withhold any waivers, consents or approvals; and, 9.2.2 14.2.2 to amend or vary the terms, 14.2.3 to exercise, or refrain from exercising, any discretions; , and 9.2.3 14.2.4 to collect, receive, release or pay any money; money of, under or pursuant to any of the Security Facility Documents. The Agent and the Security Trustee shall have no duties or responsibilities as agent or as security trustee (as the case may be) other than those expressly conferred on them it by the Security Facility 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)Agent, be contrary to any provision of the Security Facility 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 14.3 Trust The Security Trustee Agent agrees and declares, and each of the Banks acknowledges, that, subject to the terms and conditions of this ClauseClause 14.3, the Security Trustee Agent holds the Trust Property on trust for the Banks, in accordance with their respective Proportionate Shares, and for the other Finance Parties absolutely. Each of the Banks Finance Parties agrees that the obligations, rights and benefits vested in the Security Trustee Agent 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 security trustee for the Banks, and all the powers and discretions conferred on trustees by the Trustee Xxx 0000 (to the extent not inconsistent with this Agreement). In addition:- 9.3.1 the Security Trustee (and any attorney, agent or delegate of the Security Trustee) may indemnify itself or himself out of the Trust Property against all liabilities, costs, fees, damages, charges, losses and expenses sustained or incurred by it or him in relation to the taking or holding of any of the Trust Property or in connection with the exercise or purported exercise of the rights, trusts, powers and discretions vested in the Security Trustee or any other such person by or pursuant to the Security Documents or in respect of anything else done or omitted to be done in any way relating to the Security Documents; and 9.3.2 the Banks acknowledge that the Security Trustee shall be under no obligation to insure any property nor to require any other person to insure any property and shall not be responsible for any loss which may be suffered by any person as a result of the lack or insufficiency of any insurance; and 9.3.3 the Security Trustee and the Banks agree that the perpetuity period applicable to the trusts declared by this Agreement shall be the period of eighty years from the Execution DateClause 14.

Agency and Trust. 9.1 11.1 Appointment Each of the Banks appoints the Paying Agent its agent for the purpose of administering payments relating to the Facility and the Security Documents and the Security Agent as its security trustee to administer all other aspects of the Facility and to hold the benefit of the Security Documents. 11.2 Authority Each of the Banks irrevocably authorises the Paying Agent (subject to Clauses 11.4 and 11.19):- 11.2.1 to collect, receive, release or pay any money on its behalf; and each of the Arrangers appoints Banks authorises the Security Agent (subject to Clauses 11.4 and 11.19):- 11.2.2 to execute the Security Documents (other than this Agreement) on its directors, officers, employees and agents behalf; 11.2.3 acting on the instructions from time to time of the Majority Banksan Instructing Group to give or withhold any waivers, subject consents or approvals under or pursuant to Clauses 9.4 and 9.19, its agent for the purpose any of administering the Facility and where applicable the Security Documents and authorises the Security Trustee and its directors, officers, employees and agents Documents; 11.2.4 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 Instructing Group to exercise, or refrain from exercising, any discretions; and 9.2.3 to collect, receive, release or pay any money; discretions under or pursuant to any of the Security Documents; and 11.2.5 to enforce the Security Documents on its behalf. The Agent and the Security Trustee Agents shall have no duties or responsibilities as agent agents or as security trustee (as the case may be) other than those expressly conferred on them it by the Security Documents and shall not be obliged to act on any instructions from the Banks or an Instructing Group if to do so would, in the opinion of the Agent or the Security Trustee (as the case may be)relevant Agent, be contrary to any provision of the Security Documents or to any law, or would expose the relevant Agent or the Security Trustee (as the case may be) to any actual or potential liability to any third party. 9.3 11.3 Trust The Security Trustee Agent agrees and declares, and each of the Banks acknowledges, that, subject to the terms and conditions of this Clause, the Security Trustee Agent 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 Agent in its capacity as security trustee shall be performed and exercised in accordance with this Clause. The Security Trustee Agents in its their capacity as paying agent and security trustee agent respectively shall have the benefit of all of the provisions of this Agreement benefiting it them in its their capacity as paying agent and security trustee agent for the Banks, and all the powers and discretions conferred on trustees by the Trustee Xxx 0000 (to the extent not inconsistent with this Agreement). In addition:- 9.3.1 11.3.1 the Security Trustee Agent (and any attorney, agent or delegate of the Security TrusteeAgent) may indemnify itself or himself out of the Trust Property against all liabilities, costs, fees, damages, charges, losses and expenses sustained or incurred by it or him in relation to the taking or holding of any of the Trust Property or in connection with the exercise or purported exercise of the rights, trusts, powers and discretions vested in the Security Trustee Agent or any other such person by or pursuant to the Security Documents or in respect of anything else done or omitted to be done in any way relating to the Security Documents; and 9.3.2 11.3.2 the Banks acknowledge that the Security Trustee Agent shall be under no obligation to insure any property nor to require any other person to insure any property and shall not be responsible for any loss which may be suffered by any person as a result of the lack or insufficiency of any insurance; and 9.3.3 11.3.3 the Security Trustee Agent and the Banks agree that the perpetuity period applicable to the trusts declared by this Agreement shall be the period of eighty years from the Execution Datedate of this Agreement.

Agency and Trust. 9.1 11.1 Appointment Each of the Banks appoints the Agent its agent for the purpose of administering the Facility and each of the Arrangers appoints 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, 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 Banksan Instructing Group, and subject to Clauses 9.4 11.4 and 9.1911.19, to execute and administer the Security Documents on its behalf, to retain the Security Documents 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 11.2 Authority Each Subject to Clause 11.4, each of the Banks and each of the Arrangers irrevocably authorises the Agent and the Security TrusteeAgent, 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):-an Instructing Group:- 9.2.1 11.2.1 to give or withhold any consents or approvals; and; 9.2.2 11.2.2 to exercise, or refrain from exercising, any discretions; and 9.2.3 11.2.3 to collect, receive, release or pay any money; under or pursuant to any of the Security DocumentsDocuments with the prior written consent of an Instructing Group. The Agent and the Security Trustee shall have no duties or responsibilities as agent or as security trustee (as the case may be) other than those expressly conferred on them 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 or the Security Trustee (as the case may be)Agent, 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 11.3 Trust The Security Trustee Agent agrees and declares, and each of the Banks acknowledges, that, subject to the terms and conditions of this Clause, the Security Trustee Agent 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 Agent in its capacity as security trustee shall be performed and exercised in accordance with this Clause. The Security Trustee Agent in its capacity as security trustee shall have the benefit of all of the provisions of this Agreement benefiting it in its capacity as security trustee agent for the Banks, and all the powers and discretions conferred on trustees by the Trustee Xxx 0000 Act 1925 (to the extent not inconsistent with this Agreement). In Xx addition:- 9.3.1 11.3.1 the Security Trustee Agent (and any attorney, agent or delegate of the Security TrusteeAgent) may indemnify itself or himself out of the Trust Property against all liabilities, costs, fees, damages, charges, losses and expenses sustained or incurred by it or him in relation to the taking or holding of any of the Trust Property or in connection with the exercise or purported exercise of the rights, trusts, powers and discretions vested in the Security Trustee Agent or any other such person by or pursuant to the Security Documents or in respect of anything else done or omitted to be done in any way relating to the Security Documents; and 9.3.2 11.3.2 the Banks acknowledge that the Security Trustee Agent shall be under no obligation to insure any property nor to require any other person to insure any property and shall not be responsible for any loss which may be suffered by any person as a result of the lack or insufficiency of any insurance; and 9.3.3 11.3.3 the Security Trustee Agent and the Banks agree that the perpetuity period applicable to the trusts declared by this Agreement shall be the period of eighty years from the Execution Date.

Agency and Trust. 9.1 11.1 Appointment Each of the Banks and each of the Arrangers Lead Arrangers, appoints the Agent its agent for the purpose of administering the Facility and its the Security Trustee for the purpose of administering the Security Documents and authorises the Agent and/or the Security Trustee (as the case may be) and their 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 Banksan Instructing Group, and subject to Clauses 9.4 11.4 and 9.1911.19, to execute and administer the Security Documents on its behalf, to retain the Security Documents 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 11.2 Authority Each Subject to Clause 11.4, each of the Banks and each of the Arrangers Lead Arrangers, irrevocably authorises the Agent and and/or the Security TrusteeTrustee (as the case may be), 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):-an Instructing Group:- 9.2.1 11.2.1 to give or withhold any consents or approvals; and; 9.2.2 11.2.2 to exercise, or refrain from exercising, any discretions; and; 9.2.3 11.2.3 to collect, receive, release or pay any money; 11.2.4 to amend or waive any covenant contained in any of the Security Documents; and/or 11.2.5 to waive the occurrence of any Potential Event of Default; under or pursuant to any of the Security Documents. The Neither the Agent and nor the Security Trustee shall have no duties or responsibilities as agent or as security trustee (as the case may be) other than those expressly conferred on them 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 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 11.3 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 security trustee for the Banks, and all the powers and discretions conferred on trustees by the Trustee Xxx 0000 (to the extent not inconsistent with this Agreement). In addition:- 9.3.1 11.3.1 the Security Trustee (and any attorney, agent or delegate of the Security Trustee) may indemnify itself or himself out of the Trust Property against all liabilities, costs, fees, damages, charges, losses and expenses sustained or incurred by it or him in relation to the taking or holding of any of the Trust Property or in connection with the exercise or purported exercise of the rights, trusts, powers and discretions vested in the Security Trustee or any other such person by or pursuant to the Security Documents or in respect of anything else done or omitted to be done in any way relating to the Security Documents; and 9.3.2 11.3.2 the Banks acknowledge that the Security Trustee shall be under no obligation to insure any property nor to require any other person to insure any property and shall not be responsible for any loss which may be suffered by any person as a result of the lack or insufficiency of any insurance; and 9.3.3 11.3.3 the Security Trustee Trustee, the Agent and the Banks agree that the perpetuity period applicable to the trusts declared by this Agreement shall be the period of eighty years from the Execution Date.

Agency and Trust. 9.1 11.1 Appointment Each of the Banks and each of Banks, the Arrangers and the Documentation Agent 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, 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 Banksan Instructing Group, and subject to Clauses 9.4 11.4 and 9.1911.19, to execute and administer the Security Documents on its behalf, to retain the Security Documents 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 11.2 Authority Each of the Banks and each of the Arrangers irrevocably authorises the Agent and the Security TrusteeAgent, 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):-an Instructing Group:- 9.2.1 11.2.1 to give or withhold any consents or approvals; and 9.2.2 11.2.2 to exercise, or refrain from exercising, any discretions; and 9.2.3 11.2.3 to collect, receive, release or pay any money; under or pursuant to any of the Security Documents. In addition the Agent may waive compliance by any Security Party with Clauses 12.1.2, 12.1.3, 12.2.3, 12.2.9, 13.1 and 19.2.3 with the prior written consent of an Instructing Group. The Agent and the Security Trustee shall have no duties or responsibilities as agent or as security trustee (as the case may be) other than those expressly conferred on them 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 or the Security Trustee (as the case may be)Agent, 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 11.3 Trust The Security Trustee Agent agrees and declares, and each of the Banks acknowledges, that, subject to the terms and conditions of this Clause, the Security Trustee Agent 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 Agent in its capacity as security trustee shall be performed and exercised in accordance with this Clause. The Security Trustee Agent in its capacity as security trustee shall have the benefit of all of the provisions of this Agreement benefiting it in its capacity as security trustee agent for the Banks, and all the powers and discretions conferred on trustees by the Trustee Xxx 0000 (to the extent not inconsistent with this Agreement). In addition:- 9.3.1 11.3.1 the Security Trustee Agent (and any attorney, agent or delegate of the Security TrusteeAgent) may indemnify itself or himself out of the Trust Property against all liabilities, costs, fees, damages, charges, losses and expenses sustained or incurred by it or him in relation to the taking or holding of any of the Trust Property or in connection with the exercise or purported exercise of the rights, trusts, powers and discretions vested in the Security Trustee Agent or any other such person by or pursuant to the Security Documents or in respect of anything else done or omitted to be done in any way relating to the Security Documents; and 9.3.2 11.3.2 the Banks acknowledge that the Security Trustee Agent shall be under no obligation to insure any property nor to require any other person to insure any property and shall not be responsible for any loss which may be suffered by any person as a result of the lack or insufficiency of any insurance; and 9.3.3 11.3.3 the Security Trustee Agent and the Banks agree that the perpetuity period applicable to the trusts declared by this Agreement shall be the period of eighty years from the Execution Date.