Common use of DELEGATION BY NOTE TRUSTEE Clause in Contracts

DELEGATION BY NOTE TRUSTEE. The Note Trustee may whenever it thinks fit delegate (after prior consultation by the Note Trustee with the Issuer and after consideration in good faith by the Note Trustee of any representations made by the Issuer concerning the proposed appointee except where, in the opinion of the Note Trustee, such consultation and consideration was not practicable and in particular no such prior consultation will be required if (i) the delegation relates to any enforcement action undertaken by the Note Trustee through its appointment of a receiver, manager, agent or similar officer or (ii) such prior consultation would cause the Note Trustee to breach any of its fiduciary duties) by power of attorney or otherwise to any person or persons or fluctuating body of persons (whether being a joint trustee of this Deed or not) for any period (whether exceeding one year or not) or indefinitely all or any of the trusts, powers and authorities vested in the Note Trustee by this Deed and such delegation may be made upon such terms and subject to such conditions including power to sub-delegate, and subject to such regulations as the Note Trustee may in the interests of the Noteholders think fit, and provided that the Note Trustee shall have exercised reasonable care in the selection of such delegate the Note Trustee shall not be in any way responsible for any loss incurred by reason of any misconduct or default on the part of any such delegate or sub-delegate. The Note Trustee shall within a reasonable time prior to any such delegation or any renewal, extension or termination thereof give notice thereof to the Issuer.