Common use of Appointment by Secured Parties Clause in Contracts

Appointment by Secured Parties. (a) Each Secured Party (other than the Security Agent) irrevocably appoints the Security Agent in accordance with the following provisions of this Clause 21 (The Security Agent), to act as its agent, trustee, joint and several creditor or beneficiary of a parallel debt (as the case may be) under this Agreement and with respect to the Security Documents, and irrevocably authorises the Security Agent on its behalf to: (i) execute each Security Document expressed to be executed by the Security Agent on its behalf; and (ii) perform such duties and exercise such rights and powers under this Agreement and the Security Documents as are specifically delegated to the Security Agent by the terms hereof or thereof, together with such rights, powers and discretions as are reasonably incidental hereto or thereto including enforcing the Transaction Security in accordance with the terms of this Agreement and the relevant Transaction Security Document. (b) Each Secured Party confirms that: (i) the Security Agent has authority to accept on its behalf the terms of any reliance letter or engagement letter relating to any reports or letters provided in connection with the Secured Debt Documents or the transactions contemplated by the Secured Debt Documents, to bind it in respect of those reports or letters and to sign that reliance letter or engagement letter on its behalf and to the extent that reliance letter or engagement letter has already been entered into ratifies those actions; and (ii) it accepts the terms and qualifications set out in that reliance letter or engagement letter. (c) The Security Agent shall have only those duties, obligations and responsibilities which are expressly specified in this Agreement and/or the Security Documents to which it is a party (and no others shall be implied). The Security Agent’s duties under this Agreement and/or the Security Documents to which it is a party are solely of a mechanical and administrative nature. (d) The Security Agent is released from any applicable restrictions on entering into any transaction as a representative of: (i) two or more principals contracting with each other; and (ii) one or more principals with whom it is contracting in its own name.

Appointment by Secured Parties. 196 (a) Each Secured Party (other than the Security Agent) irrevocably appoints the Security Agent in accordance with the following provisions of this Clause 21 (The Security Agent), to act as its agent, trustee, joint and several creditor or beneficiary of a parallel debt (as the case may be) under this Agreement and with respect to the Security Documents, and irrevocably authorises the Security Agent on its behalf to: (i) execute each Security Document expressed to be executed by the Security Agent on its behalf; and (ii) perform such duties and exercise such rights and powers under this Agreement and the Security Documents as are specifically delegated to the Security Agent by the terms hereof or thereof, together with such rights, powers and discretions as are reasonably incidental hereto or thereto including enforcing the Transaction Security in accordance with the terms of this Agreement and the relevant Transaction Security Document. (b) Each Secured Party confirms that: (i) the Security Agent has authority to accept on its behalf the terms of any reliance letter or engagement letter relating to any reports or letters provided in connection with the Secured Debt Documents or the transactions contemplated by the Secured Debt Documents, to bind it in respect of those reports or letters and to sign that reliance letter or engagement letter on its behalf and to the extent that reliance letter or engagement letter has already been entered into ratifies those actions; and (ii) it accepts the terms and qualifications set out in that reliance letter or engagement letter. (c) The Security Agent shall have only those duties, obligations and responsibilities which are expressly specified in this Agreement and/or the Security Documents to which it is a party (and no others shall be implied). The Security Agent’s duties under this Agreement and/or the Security Documents to which it is a party are solely of a mechanical and administrative nature. (d) The Security Agent is released from any applicable restrictions on entering into any transaction as a representative of: (i) two or more principals contracting with each other; and (ii) one or more principals with whom it is contracting in its own name.

Appointment by Secured Parties. (a) Each Secured Party (other than the Security Agent) irrevocably appoints the Security Agent in accordance with the following provisions of this Clause 21 (The Security Agent), ‎16 to act as its agent, trustee, joint and several creditor or beneficiary of a parallel debt (as the case may be) under this Agreement and with respect to the Security Documents, and irrevocably authorises the Security Agent on its behalf to: (i) execute each Security Document expressed to be executed by the Security Agent on its behalf; and (ii) perform such duties and exercise such rights and powers under this Agreement and the Security Documents as are specifically delegated to the Security Agent by the terms hereof or thereof, together with such rights, powers and discretions as are reasonably incidental hereto or thereto including enforcing the Transaction Security in accordance with the terms of this Agreement and the relevant Transaction Security Document, in each case where applicable subject to the terms of the Communications Law, the Communications Order and the Pledge Permit. (b) Each Secured Party confirms that: (i) the Security Agent has authority to accept on its behalf the terms of any reliance letter or engagement letter relating to any reports or letters provided in connection with the Secured Debt Finance Documents or the transactions contemplated by the Secured Debt Finance Documents, to bind it in respect of those reports or letters and to sign that reliance letter or engagement letter on its behalf and to the extent that reliance letter or engagement letter has already been entered into ratifies those actions; and (ii) it accepts the terms and qualifications set out in that reliance letter or engagement letter. (c) The Security Agent shall have only those duties, obligations and responsibilities which are expressly specified in this Agreement and/or the Security Documents to which it the Security Agent is a party Party (and no others shall be implied), in each case where applicable subject to the terms of the Communications Law, the Communications Order and the Pledge Permit. The Security Agent’s duties under this Agreement and/or the Security Documents to which it the Security Agent is a party Party are solely of a mechanical and administrative nature. (d) The Security Agent is released from any applicable restrictions on entering into any transaction as a representative of: (i) two or more principals contracting with each other; and (ii) one or more principals with whom it is contracting in its own name.

Appointment by Secured Parties. (a) Each Secured Party (other than the Security Agent) irrevocably appoints the Security Agent in accordance with the following provisions of this Clause 21 (The Security Agent), to act as its agent, trustee, joint and several creditor or beneficiary of a parallel debt (as the case may be) under this Agreement and with respect to the Senior Security Documents, and irrevocably authorises the Security Agent on its behalf to: (i) execute each Senior Security Document expressed to be executed by the Security Agent on its behalf; and (ii) perform such duties and exercise such rights rights, authorities, duties, obligations and powers under this Agreement and the Senior Security Documents as are specifically delegated to the Security Agent by the terms hereof or thereof, together with such rights, powers and discretions as are reasonably incidental hereto or thereto including enforcing the Transaction Security in accordance with the terms of this Agreement and the relevant Transaction Security Documentthereto. (b) Each Secured Party confirms that: (i) the Security Agent has authority to accept on its behalf the terms of any reliance letter or engagement letter relating to any reports or letters provided in connection with the Secured Debt Documents or the transactions contemplated by the Secured Debt Documents, to bind it in respect of those reports or letters and to sign that reliance letter or engagement letter on its behalf and to the extent that reliance letter or engagement letter has already been entered into ratifies those actions; and (ii) it accepts the terms and qualifications set out in that reliance letter or engagement letter. (c) The Security Agent shall have only those duties, obligations and responsibilities which are expressly specified in this Agreement and/or the Senior Security Documents to which it the Security Agent is a party Party (and no others shall be implied). The Security Agent’s duties under this Agreement and/or the Senior Security Documents to which it the Security Agent is a party Party are solely of a mechanical and administrative nature. (d) The Security Agent is released from any applicable restrictions on entering into any transaction as a representative of: (i) two or more principals contracting with each other; and (ii) one or more principals with whom it is contracting in its own name.

Appointment by Secured Parties. (a) Each Secured Party (other than the Security Agent) irrevocably appoints the Security Agent in accordance with the following provisions of this Clause 21 (The Security Agent), to act as its agent, trustee, joint and several creditor or beneficiary of a parallel debt (as the case may be) under this Agreement and with respect to the Security Documents, Documents and irrevocably authorises the Security Agent on its behalf to: (i) to execute each Security Document expressed to be executed by the Security Agent on its behalf; and (ii) behalf and perform such duties and exercise such rights and powers under this Agreement and the Security Documents as are specifically delegated to the Security Agent by the terms hereof or thereof, together with such rights, powers and discretions as are reasonably incidental hereto or thereto including thereto, including, without limitation, enforcing the Transaction Security Documents in accordance with the terms of this Agreement and the relevant Transaction Security DocumentDocuments. (b) Each Secured Party confirms that: (i) The Security Agent declares that it holds the Security Agent has authority to accept Property on its behalf trust for the Secured Parties on the terms of any reliance letter or engagement letter relating to any reports or letters provided contained in connection with the Secured Debt Documents or the transactions contemplated by the Secured Debt Documents, to bind it in respect of those reports or letters and to sign that reliance letter or engagement letter on its behalf and to the extent that reliance letter or engagement letter has already been entered into ratifies those actions; and (ii) it accepts the terms and qualifications set out in that reliance letter or engagement letterthis Agreement. (c) The Each of the Parties to this Agreement agrees that the Security Agent shall have only those duties, obligations and responsibilities which are expressly specified in this Agreement and/or or in the Security Documents to which it the Security Agent is expressed to be a party (and no others shall be implied). The Security Agent’s duties under this Agreement and/or the Security Documents to which it is a party are solely of a mechanical and administrative nature. (d) The Security Agent shall be and is released from hereby authorised by each of the Secured Parties (and to the extent it may have any applicable restrictions interest therein, every other Party) to execute on entering into any transaction as a representative ofbehalf of itself and each Secured Party and other Party where relevant: (i) two or more principals contracting with each otherfollowing the occurrence of the Final Discharge Date, any release of any Transaction Security granted under the Security Documents; and (ii) one to the extent contemplated or more principals otherwise permitted or required under the terms of this Agreement and/or any relevant Debt Document, any other release of any Transaction Security. (e) For the purposes of the grant of security under the laws of the Province of Quebec which may now or in the future be required to be provided by any member of the Group, the Security Agent is, as part of its duties as Security Agent, hereby irrevocably authorised and appointed by each Secured Party to act as hypothecary representative (within the meaning of Article 2692 of the Civil Code of Quebec) for all present and future Secured Parties (in such capacity, the "Hypothecary Representative") in order to hold any A44420063 hypothec granted under the laws of the Province of Québec and to exercise such rights and duties as are conferred upon the Hypothecary Representative under the relevant deed of hypothec and applicable laws (with whom it is contracting the power to delegate any such rights or duties). The execution prior to the date hereof by the Security Agent in its own namecapacity as the Hypothecary Representative of any deed of hypothec or other security documents made pursuant to the laws of the Province of Québec, is hereby ratified and confirmed. Any person who becomes a Secured Party or successor Security Agent shall be deemed to have consented to and ratified the foregoing appointment of the Security Agent as the Hypothecary Representative on behalf of all Secured Parties, including such person and any Affiliate of such person designated above as a Secured Party. For greater certainty, the Security Agent, acting as the Hypothecary Representative, shall have the same rights, powers, immunities, indemnities and exclusions from liability as are prescribed in favour of the Security Agent in this Agreement, which shall apply mutatis mutandis. In the event of the resignation of the Security Agent (which shall include its resignation as the Hypothecary Representative) and appointment of a successor Security Agent, such successor Security Agent shall also act as the Hypothecary Representative, as contemplated above.

Appointment by Secured Parties. (a) Each Secured Party (other than the Security Agent) irrevocably appoints the Security Agent in accordance with the following provisions of this Clause 21 (The Security Agent), to act as its agent, trustee, joint and several creditor or beneficiary of a parallel debt (as the case may be) under this Agreement and with respect to the Security Documents, and irrevocably authorises the Security Agent on its behalf to: (i) execute each Security Document expressed to be executed by the Security Agent on its behalf; and (ii) perform such duties and exercise such rights and powers under this Agreement and the Security Documents as are specifically delegated to the Security Agent by the terms hereof or thereof, together with such rights, powers and discretions as are reasonably incidental hereto or thereto including enforcing the Transaction Security in accordance with the terms of this Agreement and the relevant Transaction Security Document. (b) Each Secured Party confirms that: (i) the Security Agent has authority to accept on its behalf the terms of any reliance letter or engagement letter relating to any reports or letters provided in connection with the Secured Debt Documents or the transactions contemplated by the Secured Debt Documents, to bind it 84894163_20 in respect of those reports or letters and to sign that reliance letter or engagement letter on its behalf and to the extent that reliance letter or engagement letter has already been entered into ratifies those actions; and (ii) it accepts the terms and qualifications set out in that reliance letter or engagement letter. (c) The Security Agent shall have only those duties, obligations and responsibilities which are expressly specified in this Agreement and/or the Security Documents to which it is a party (and no others shall be implied). The Security Agent’s duties under this Agreement and/or the Security Documents to which it is a party are solely of a mechanical and administrative nature. (d) The Security Agent is released from any applicable restrictions on entering into any transaction as a representative of: (i) two or more principals contracting with each other; and (ii) one or more principals with whom it is contracting in its own name.

Appointment by Secured Parties. (a) Each Secured Party (other than the Security Agent) irrevocably appoints the Security Agent in accordance with the following provisions of this Clause 21 (The Security Agent), 17 to act as its security agent, trustee, joint and several creditor or beneficiary of a parallel debt (as the case may be) under or in connection with this Agreement and with respect to the Security Documents, and irrevocably authorises the Security Agent on its behalf to: (i) execute each Security Document expressed to be executed by the Security Agent on its behalf; and (ii) perform such duties and exercise such rights and powers under this Agreement and the Security Documents as are specifically delegated to the Security Agent by the terms hereof or thereof, together with such rights, powers and discretions as are reasonably incidental hereto or thereto including enforcing the Transaction Security in accordance with the terms of this Agreement and the relevant Transaction Security Documentthereto. (b) Each Secured Party confirms that: (i) the Security Agent has authority to accept on its behalf the terms of any reliance letter or engagement letter relating to the Reports or any other reports or letters provided in connection with the Secured Debt Documents or the transactions contemplated by the Secured Debt Documents, to bind it in respect of those Reports, reports or letters and to sign that reliance letter or engagement letter on its behalf and to the extent that reliance letter or engagement letter has already been entered into ratifies those actions; and (ii) it accepts the terms and qualifications set out in that reliance letter or engagement letter. (c) The Security Agent shall have only those duties, obligations and responsibilities which are expressly specified in this Agreement and/or the Security Documents to which it the Security Agent is a party Party (and no others shall be implied). The Security Agent’s duties under this Agreement and/or the Security Documents to which it the Security Agent is a party Party are solely of a mechanical and administrative nature. (d) The Each Secured Party releases the Security Agent is released from any applicable restrictions on entering into any transaction as a representative of: (i) two or more principals contracting with each other; and (ii) one or more principals with whom it is contracting in its own name. (e) Each Finance Party (other than the Security Agent) releases the Security Agent from any restrictions on representing several persons and self-dealing under any applicable law (including Section 181 of the German Civil Code (Bürgerliches Gesetzbuch) and Article 108 of the Polish Civil Code), 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 Security Agent accordingly. (f) The Security Agent shall be entitled to grant sub-power of attorney including the release of any sub-attorney from the restrictions referred to in paragraph (d) above. (g) The above notwithstanding, the Security Agent, acting at its discretion and to the extent reasonably possible, may invite the Secured Parties to enter into and/or to enforce the rights of each Debt Document jointly with the Agent. For the avoidance of doubt, the provision above does not grant any right to the Secured Parties to enter into and/or to enforce the rights under each Debt Document jointly with the Security Agent.

Appointment by Secured Parties. Without limiting and in acknowledgement of the separate appointment of the First Lien Collateral Agent for and on behalf of the First Lien Secured Parties and the Second Lien Collateral Agent for and on behalf of the Second Lien Secured Parties: (a) Each each Secured Party, including each Representative, confirms the appointment of The Bank of New York Mellon, London Branch, in its capacity as the International Security Agent as agent and administrator executing and entering into the Security Documents in its name and on its behalf and on behalf of each of the Secured Parties and for the purpose of accepting, holding on trust and administering the Liens created or purported to be created pursuant to the Shared Security Documents for and on behalf of the Secured Parties pursuant to the provisions of this Agreement and the applicable Shared Security Documents and for the purposes of acting as each such Party’s agent in connection with any Distressed Disposal at the direction of the Instructing Group (or the applicable Designated First Lien Representative or Designated Second Lien Representative); (b) In respect of the Shared Security Documents governed by French law, each Secured Party moreover hereby irrevocably appoints, authorizes, empowers and directs the International Security Agent to act as its agent (mandataire) pursuant to article 1984 of the French Code Civil and to execute in its name and on its behalf such Shared Security Documents (if such Shared Security Document is to be executed by the International Security Agent in the name and on behalf of such Secured Party), to perform the duties and to exercise the rights, powers and discretions that are specifically delegated to it under or in connection with such Security Documents, together with any other rights, powers and discretions which are incidental thereto and to give a good discharge for any moneys payable under such Security Documents, it being understood that each Secured Party (other than the Security Agent) irrevocably appoints the International Security Agent in accordance with the following provisions of this Clause 21 (The Security Agent)or, to act as its agent, trustee, joint and several creditor or beneficiary of a parallel debt (as the case may be, the Collateral Agents) shall issue special power of attorneys in all cases where the exercise of powers granted under this Agreement and with respect to requires the Security Documentsissuance of any such special powers of attorney, and irrevocably authorises the International Security Agent accepts such appointment, it being agreed that the provisions of this sub-paragraph (b) are governed by the laws of France. (c) each Secured Party agrees that the International Security Agent shall be and is hereby authorised by each Secured Party (without further consent, sanction, authority or confirmation from any party) to execute on its behalf toof itself and each Secured Party: (i) execute each Security Document expressed to be executed by following the occurrence of the Discharge of the First Lien Obligations and the Second Lien Obligations, releases of all Liens granted under the Security Agent on its behalfDocuments; and (ii) perform such duties and exercise such rights and powers under this Agreement and the Security Documents as are specifically delegated to the Security Agent by extent permitted under the terms hereof or thereof, together with such rights, powers and discretions as are reasonably incidental hereto or thereto including enforcing the Transaction Security in accordance with the terms of this Agreement and the relevant Transaction Security Document. (b) Each Secured Party confirms that: (i) the Security Agent has authority to accept on its behalf the terms of any reliance letter or engagement letter relating to any reports or letters provided in connection with the Secured Debt Documents or the transactions contemplated by the Secured Debt Documents, to bind it in respect all releases of those reports or letters and to sign that reliance letter or engagement letter on its behalf and to the extent that reliance letter or engagement letter has already been entered into ratifies those actions; and (ii) it accepts the terms and qualifications set out in that reliance letter or engagement letter. (c) The Security Agent shall have only those duties, obligations and responsibilities which are expressly specified in this Agreement and/or Liens granted under the Security Documents to which it is a party (and no others shall be implied). The Security Agent’s duties under this Agreement and/or the Security Documents to which it is a party are solely of a mechanical and administrative nature. (d) The Security Agent is released from any applicable restrictions on entering into any transaction as a representative of: (i) two or more principals contracting with each other; and (ii) one or more principals with whom it is contracting in its own name.Documents;

Appointment by Secured Parties. (a) Each Secured Party (other than the Security Agent) irrevocably appoints the Security Agent in accordance with the following provisions of this Clause 21 (The Security Agent), 17 to act as its agent, trustee, joint and several creditor or beneficiary of a parallel debt (as the case may be) (including the parallel debt under Clause 17.2 (Parallel debt)) under this Agreement and with respect to the Transaction Security Documents, and irrevocably authorises the Security Agent on its behalf to: (i) execute each Transaction Security Document expressed to be executed by the Security Agent on its behalfAgent; and (ii) perform such duties and exercise such rights and powers under this Agreement and the Transaction Security Documents as are specifically delegated to the Security Agent by the terms hereof or thereof, together with such rights, powers and discretions as are reasonably incidental hereto or thereto including enforcing the Transaction Security in accordance with the terms of this Agreement and the relevant Transaction Security Documentthereto. (b) Each Secured Party confirms that: (i) the Security Agent has authority to accept on its behalf the terms of any reliance letter or engagement letter relating to any reports or letters provided in connection with the Secured Debt Documents or the transactions contemplated by the Secured Debt Documents, to bind it in respect of those reports or letters and to sign that reliance letter or engagement letter on its behalf and to the extent that reliance letter or engagement letter has already been entered into ratifies those actions; and (ii) it accepts the terms and qualifications set out in that reliance letter or engagement letter. (c) The Security Agent shall have only those dutiesTo the extent possible under applicable law, obligations and responsibilities which are expressly specified in this Agreement and/or the Security Documents to which it is a party (and no others shall be implied). The Security Agent’s duties under this Agreement and/or the Security Documents to which it is a party are solely of a mechanical and administrative nature. (d) The Security Agent is released from any applicable restrictions on entering into any transaction as a representative of: (i) two or more principals contracting with each other; and (ii) one or more principals with whom it is contracting in its own name. Any Secured Party which is barred by its constitutional documents or by-laws from granting such exemption shall notify the Security Agent accordingly. (d) Each of the Secured Parties (other than the Security Agent) hereby ratifies and approves all acts and declarations previously done or made by the Security Agent on such Secured Party’s behalf. (e) The Security Agent will be the sole secured creditor in respect of any Transaction Security created by a Transaction Security Document which is governed by the laws of: (i) the Slovak Republic; or (ii) any other jurisdiction in which effective Security cannot be granted in favour of the Security Agent as trustee for the Secured Parties, and which secures any claim of the Security Agent under Clause 17.2 (Parallel debt).