Common use of Appointment of the Agents Clause in Contracts

Appointment of the Agents. (a) Each Lender appoints its Relevant Facility Agent to act as its agent under and in connection with the Finance Documents and authorises its Relevant Facility Agent to exercise the rights, powers, authorities and discretions specifically given to such Facility Agent under or in connection with the Finance Documents together with any other incidental rights, powers, authorities and discretions. (b) Each Lender and each Hedging Party appoints the Intercreditor Agent to act as its agent under and in connection with the Finance Documents and authorises the Intercreditor Agent to exercise the rights, powers, authorities and discretions specifically given to the Intercreditor Agent under or in connection with the Finance Documents together with any other incidental rights, powers, authorities and discretions. (c) Each Lender, each Hedging Party and each Obligor appoints the Accounts Bank and, if applicable, the Operating Accounts Bank to act as its agent under and in connection with the Finance Documents and authorises the Accounts Bank and, if applicable, the Operating Accounts Bank to exercise the rights, powers, authorities and discretions specifically given to the Accounts Bank and the Operating Accounts Bank, as applicable, under or in connection with the Finance Documents together with any other incidental rights, powers, authorities and discretions. (d) Each Secured Party (other than the Security Trustee) appoints the Security Trustee to act as its agent and trustee under and in connection with the Finance Documents and to hold the Secured Collateral as a trustee for and on behalf of the Secured Parties and each Secured Party (other than the Security Trustee) authorises the Security Trustee to exercise the rights, powers, authorities and discretions specifically given to the Security Trustee under or in connection with the Finance Documents in accordance with the Finance Documents and together with any other incidental rights, powers, authorities and discretions. (e) Each Obligor confirms each such appointment on the terms and conditions of this Agreement and each other Finance Document. (f) The execution of this Agreement by each Agent shall be deemed an acceptance by such Agent of its appointment under this Clause 31.1 and an agreement to act as agent on behalf of the appointing Parties and, in the case of the Security Trustee, to hold the Security on trust for the Secured Parties, in each case in accordance with this Agreement and the other Finance Documents.

Appointment of the Agents. (a) Each Lender Bank and the Arranger irrevocably appoints its Relevant the Facility Agent and the Security Agent to act as its agent under and in connection with this Agreement and with respect to the Senior Finance Documents and authorises its Relevant Facility Agent the transactions contemplated hereby and thereby. (b) The Agents are authorised to take such action and to exercise and carry out all the discretions, authorisations, rights, powerspowers and duties as are specifically delegated to it in this Agreement and the other Senior Finance Documents, authorities together with such discretions, rights and discretions specifically given to powers as such Facility Agent reasonably considers to be incidental and each of the Finance Parties irrevocably authorises the Facility Agent and the Security Agent on such Finance Party's behalf to enter into any Accession Agreement or Security Document (whereupon and by which act such Finance Party shall become bound thereby). (c) The Agents are not, nor will they be considered to be, acting as trustee or in a fiduciary capacity under or in connection with this Agreement or any of the other Senior Finance Documents together with any other incidental rightsthan the Security Agent in its capacity as such, powers, authorities and discretions. (b) Each Lender and each Hedging Party appoints the Intercreditor Agent to act as its agent under and in connection with respect of the Finance Documents and authorises Security Documents. The duties of the Intercreditor Agent Agents are restricted to exercise the rights, powers, authorities and discretions specifically given to the Intercreditor Agent under or those expressly stated in connection with the Finance Documents together with any other incidental rights, powers, authorities and discretions. (c) Each Lender, each Hedging Party and each Obligor appoints the Accounts Bank and, if applicable, the Operating Accounts Bank to act as its agent under and in connection with the Finance Documents and authorises the Accounts Bank and, if applicable, the Operating Accounts Bank to exercise the rights, powers, authorities and discretions specifically given to the Accounts Bank and the Operating Accounts Bank, as applicable, under or in connection with the Finance Documents together with any other incidental rights, powers, authorities and discretions.this Agreement. 123 (d) Each Secured Party Bank and the Agents agree (other than or shall be deemed to have agreed) that, where Security Documents are to be granted, or have been granted, in favour of the Security Trustee) appoints Agent, inter alia, for the benefit of the Banks, then the Security Trustee to act as its agent and trustee under and in connection with the Finance Agent may enter into such Security Documents and to hold the Secured Collateral as a trustee for and on behalf of the Secured Parties Banks and each Secured Party (other than shall hold the benefit of such Security Trustee) authorises Documents on trust for the Security Trustee to exercise Banks and the rights, powers, authorities and discretions specifically given Facility Agent to the Security Trustee under or in connection with extent of their respective interests for the Finance Documents in accordance with the Finance Documents time being and together with any other incidental rights, powers, authorities and discretions. (e) Each Obligor confirms each such appointment on that the terms and conditions of this Agreement paragraph (d) shall apply to the Security Agent in its capacity as trustee for the Banks and the Facility Agent under such Security Documents. The Security Agent agrees with the Banks and the Facility Agent that it shall hold on trust for each other Finance Documentof them the assets secured by the Security Documents. The perpetuity period applicable to the trusts created hereby and pursuant hereto shall be eighty years. (e) Unless expressly excluded in the Security Documents the Security Agent may rely on, exercise and be protected by the discretions, protections, powers and rights conferred on trustees, mortgagees or receivers under the Law of Property Xxx 0000, the Trustee Xxx 0000, the Trustee Investments Xxx 0000 and the Insolvency Xxx 0000 and if there is any ambiguity or conflict between the same and any of the Security Documents or where the terms of the same are less extensive or more restricted than those of the Security Documents, the terms of the Security Documents shall prevail to the extent permitted by the applicable laws. (f) The execution Security Agent in its capacity as trustee or otherwise shall not be liable for any failure, omission, or defect in perfecting the security constituted by any Security Document or any security created thereby including, without limitation, any failure to (i) register the same in accordance with the provisions of this Agreement by each Agent shall be deemed an acceptance by such Agent of its appointment under this Clause 31.1 and an agreement to act as agent on behalf any of the appointing Parties anddocuments of title of the relevant Obligor to any of the property thereby charged, or (ii) effect or procure registration of or otherwise protect the floating charge or any other such security created or pursuant to the Security Documents under the Land Registration Act 1925 or any other registration laws in any jurisdiction. (g) The Security Agent in its capacity as trustee or otherwise may accept without enquiry such title as any Obligor may have to the property over which security is intended to be created by any Security Document. (h) Save where the Security Agent holds a legal mortgage over or over an interest in, real property or shares, the Security Agent in its capacity as trustee or otherwise shall not be under any obligation to hold any title deeds. Security Documents or any other documents in connection with the property charged by any Security Document or any other such security in its own possession or to take any steps to protect or preserve the same. The Security Agent may permit the relevant Obligor to retain all such title deeds and other documents in its possession. (i) Save as otherwise provided in the case Security Documents, all moneys which under the trusts herein or therein contained are received by the Security Agent in its capacity as trustee or otherwise may be invested in the name of or under the control of the Security Trustee, to hold Agent in any investment for the time being authorised by English law for the investment by trustees of trust money or in any other investments which may be selected by the Security Agent with the consent of the Majority Banks. Additionally, the same may be placed on trust for deposit in the Secured Partiesname of or under the control of the Security Agent at such bank or institution (including any Agent) and upon such terms as the Security Agent may think fit. Any and all such monies and all interest thereon shall be paid over the Facility Agent forthwith upon demand by the Facility Agent. (j) Each Bank hereby confirms its approval of the Senior Finance Documents and any security created or to be created pursuant thereto and hereby authorises, empowers and directs the Security Agent (by itself or by such Person(s) as it may nominate) to execute and enforce the same as trustee or as otherwise provided (and whether or not expressly in each case in accordance with this Agreement and the other Finance DocumentsBanks' names) on its behalf.

Appointment of the Agents. (a) Each Lender of the Arrangers and the Lenders appoints its Relevant Facility the Administrative Agent to act as its administrative agent and the Paying Agent to act as its paying agent under and in connection with the Finance Documents and authorises its Relevant Facility Agent to exercise the rights, powers, authorities and discretions specifically given to such Facility Agent under or in connection with the Finance Documents together with any other incidental rights, powers, authorities and discretionsDocuments. (b) Each Lender of the Arrangers and each Hedging Party appoints the Intercreditor Agent to act as its agent under and in connection with the Finance Documents and Lenders authorises the Intercreditor Administrative Agent and the Paying Agent to exercise the rights, powers, authorities and discretions specifically given to the Intercreditor Administrative Agent or the Paying Agent (as applicable) under or in connection with the Finance Documents together with any other incidental rights, powers, authorities and discretions. (c) Each Lender, each Hedging other Finance Party and each Obligor hereby appoints the Accounts Bank and, if applicable, Security Agent: (i) as attorney for and on behalf of each of the Operating Accounts Bank Finance Parties to execute and deliver all of the Transaction Security Documents and any other documents or notices ancillary thereto and to do all such other acts and things in relation thereto as it may reasonably consider necessary to perfect the Transaction Security to be provided thereby and the Security Agent hereby agrees to act accordingly; (ii) to act as its agent under and in connection with the Finance Documents and any Transaction Security taken pursuant thereto and authorises the Accounts Bank and, if applicable, the Operating Accounts Bank it to exercise the rights, powers, authorities and discretions discretion specifically given to the Accounts Bank and the Operating Accounts Bank, as applicable, it under or in connection with the Finance Documents together with any other incidental rights, powers, authorities and discretionsdiscretion (including to demand, xxx, collect and receive any payment or distribution and give account thereof and to file claims and take such other proceedings in the Security Agent’s own name or the name of such other Finance Party as the Security Agent may deem necessary or admissible for the enforcement of the provisions of this Agreement or otherwise to ensure the payment of debts in accordance with the priorities set out herein) to the extent permitted by applicable laws; and (iii) each of the Finance Parties shall ratify and confirm all things done and all Transaction Security Documents executed by any attorney and further confirm that it accepts the terms of such Transaction Security Document. (d) Each Secured Party Without limitation to the generality of paragraph (c) above, each of the other than Finance Parties hereby authorises: (i) the Security Trustee) appoints the Security Trustee Agent to act as its agent and trustee under and in connection with enter into each of the Finance Documents to which it is expressed to be a party as the “Security Agent” (and, without limitation to the foregoing, to execute and to hold deliver any and all such Finance Documents as the Secured Collateral as a trustee agent and attorney for and on behalf of the Secured Parties and each Secured Party such Finance Parties); (other than ii) the Security TrusteeAgent to release any Transaction Security over any assets that are permitted to be released pursuant to the terms of the applicable Transaction Security Document; and (iii) authorises the Security Trustee Agent to exercise appoint any appropriate person as the rights, powers, authorities true and discretions specifically given to the Security Trustee under or in connection with the Finance Documents in accordance with the Finance Documents and together with any other incidental rights, powers, authorities and discretions. (e) Each Obligor confirms each such appointment on the terms and conditions of this Agreement and each other Finance Document. (f) The execution of this Agreement by each Agent shall be deemed an acceptance by such Agent of its appointment under this Clause 31.1 and an agreement to act as agent lawful attorney-in-fact on behalf of the appointing Parties andSecurity Agent if the Security Agent deems it appropriate to exercise its rights or perform its duties under the Finance Documents through such attorney-in-fact. If required by the Security Agent, in each other Finance Party shall forthwith provide the case Security Agent with a power of attorney or any other instrument authorising them to do any of the Security Trustee, acts referred to hold the Security on trust for the Secured Parties, in each case in accordance with this Agreement and the other Finance DocumentsClause 24.

Appointment of the Agents. (a) Each Lender appoints its Relevant Facility Agent to act as its agent under and in connection with the Finance Documents and authorises its Relevant Facility Agent to exercise the rights, powers, authorities and discretions specifically given to such Facility Agent under or in connection with the Finance Documents together with any other incidental rights, powers, authorities and discretions. (b) Each Lender and each Hedging Party appoints the Intercreditor Agent to act as its agent under and in connection with the Finance Documents and authorises the Intercreditor Agent to exercise the rights, powers, authorities and discretions specifically given to the Intercreditor Agent under or in connection with the Finance Documents together with any other incidental rights, powers, authorities and discretions. (c) Each Lender, each Hedging Party and each Obligor appoints the Accounts Bank and, if applicable, the Operating Accounts Bank to act as its agent under and in connection with the Finance Documents and authorises the Accounts Bank and, if applicable, the Operating Accounts Bank to exercise the rights, powers, authorities and discretions specifically given to the Accounts Bank and the Operating Accounts Bank, as applicable, under or in connection with the Finance Documents together with any other incidental rights, powers, authorities and discretions. (d) Each Secured Party (other than the Security Trustee) appoints the Security Trustee to act as its agent and trustee under and in connection with the Finance Documents and to hold the Secured Collateral as a trustee for and on behalf of the Secured Parties and each Secured Party (other than the Security Trustee) authorises the Security Trustee to exercise the rights, powers, authorities and discretions specifically given to the Security Trustee under or in connection with the Finance Documents in accordance with the Finance Documents and together with any other incidental rights, powers, authorities and discretions. (e) Each Obligor confirms each such appointment on the terms and conditions of this Agreement and each other Finance Document. (f) The execution of this Agreement by each Agent shall be deemed an acceptance by such Agent of its appointment under this Clause 31.1 and an agreement to act as agent on behalf of the appointing Parties and, in the case of the Security Trustee, to hold the Security on trust for the Secured Parties, in each case in accordance with this Agreement and the other Finance Documents.