Common use of Powers and Duties of the Agent Clause in Contracts

Powers and Duties of the Agent. as trustee of the security (a) shall, without prejudice to any of the powers, discretions and immunities conferred upon trustees by law (and to the extent not inconsistent with the provisions of this Agreement or any of the Security Documents), have all the same powers and discretions as a natural person acting as the beneficial owner of such property and/or as are conferred upon the Agent by this Agreement and/or any Security Document but so that the Agent may only exercise such powers and discretions to the extent that it is authorised to do so by the provisions of this Agreement; (b) shall (subject to clause 34.18 (Order of application)) be entitled (in its own name or in the names of nominees) to invest moneys from time to time forming part of the Trust Property or otherwise held by it as a consequence of any enforcement of the security constituted by any Finance Document which, in the reasonable opinion of the Agent, it would not be practicable to distribute immediately, by placing the same on deposit in the name or under the control of the Agent as the Agent may think fit without being under any duty to diversify the same and the Agent shall not be responsible for any loss due to interest rate or exchange rate fluctuations except for any loss arising from the Agent’s gross negligence or wilful misconduct; (c) may, in the conduct of its obligations under and in respect of the Security Documents (otherwise than in relation to its right to make any declaration, determination or decision), instead of acting personally, employ and pay any agent (whether being a lawyer or any other person) to transact or concur in transacting any business and to do or concur in doing any acts required to be done by the Agent (including the receipt and payment of money) and on the basis that (i) any such agent engaged in any profession or business shall be entitled to be paid all usual professional and other charges for business transacted and acts done by him or any partner or employee of his or her in connection with such employment and (ii) the Agent shall not be bound to supervise, or be responsible for any loss incurred by reason of any act or omission of, any such agent if the Agent shall have exercised reasonable care in the selection of such agent; and (d) may place all deeds and other documents relating to the Trust Property which are from time to time deposited with it pursuant to the Security Documents in any safe deposit, safe or receptacle selected by the Agent exercising reasonable care or with any firm of solicitors or company whose business includes undertaking the safe custody of documents selected by the Agent exercising reasonable care and may make any such arrangements as it thinks fit for allowing Obligors access to, or its solicitors or auditors possession of, such documents when necessary or convenient and the Agent shall not be responsible for any loss incurred in connection with any such deposit, access or possession if it has exercised reasonable care in the selection of a safe deposit, safe, receptacle or firm of solicitors or company (save that it shall take reasonable steps to pursue any person who may be liable to it in connection with such loss).

Powers and Duties of the Agent. as trustee The rights, powers, duties and authorities of the securityAgent under this Agreement, in its capacity as Agent, shall include: (a) shall, without prejudice to any receipt and deposit of the powers, discretions Special Voting Share from Parent as Agent for and immunities conferred upon trustees by law (and to the extent not inconsistent with the provisions of this Agreement or any on behalf of the Security Documents), have all the same powers and discretions as a natural person acting as the beneficial owner of such property and/or as are conferred upon the Agent by this Agreement and/or any Security Document but so that the Agent may only exercise such powers and discretions to the extent that it is authorised to do so by Beneficiaries in accordance with the provisions of this Agreement; (b) shall (subject granting proxies and distributing materials to clause 34.18 (Order of application)) be entitled (Beneficiaries as provided in its own name or in the names of nominees) to invest moneys from time to time forming part of the Trust Property or otherwise held by it as a consequence of any enforcement of the security constituted by any Finance Document which, in the reasonable opinion of the Agent, it would not be practicable to distribute immediately, by placing the same on deposit in the name or under the control of the Agent as the Agent may think fit without being under any duty to diversify the same and the Agent shall not be responsible for any loss due to interest rate or exchange rate fluctuations except for any loss arising from the Agent’s gross negligence or wilful misconductthis Agreement; (c) mayvoting the Beneficiary Votes in accordance with the provisions of this Agreement; (d) receiving the grant of the Exchange Right and the Automatic Exchange Rights from Parent as Agent for and on behalf of the Beneficiaries in accordance with the provisions of this Agreement; (e) exercising the Exchange Right and enforcing the benefit of the Automatic Exchange Rights, in each case in accordance with the conduct provisions of its obligations under this Agreement, and in respect connection therewith receiving from Beneficiaries Exchangeable Shares and other requisite documents and distributing to such Beneficiaries Parent Common Shares and cheques, if any, to which such Beneficiaries are entitled upon the exercise of the Security Documents Exchange Right or pursuant to the Automatic Exchange Rights, as the case may be; (otherwise than in relation to its right to make any declaration, determination or decision), instead f) receiving the benefit of acting personally, employ and pay any agent (whether being a lawyer or any other person) to transact or concur in transacting any business and to do or concur in doing any acts required to be done by the Support Agreement from Parent as Agent (including the receipt and payment of money) for and on behalf of the basis that Beneficiaries in accordance with the provisions thereof and of this Agreement; (g) enforcing the benefit of the Support Agreement in accordance with the provisions thereof and of this Agreement; (h) holding title to the Special Voting Share and the benefit of the Support Agreement; (i) any taking action on its own initiative or at the direction of a Beneficiary or Beneficiaries to enforce the obligations of Parent and Exchangeco under this Agreement and the Support Agreement; and (j) taking such agent engaged other actions and doing such other things as are specifically provided in any profession or business shall be entitled to be paid all usual professional this Agreement. In the exercise of such rights, powers, duties and other charges for business transacted and acts done by him or any partner or employee of his or her in connection with such employment and (ii) the Agent shall not be bound to superviseauthorities, or be responsible for any loss incurred by reason of any act or omission of, any such agent if the Agent shall have exercised reasonable care (and is granted) such incidental and additional rights, powers, duties and authority not in conflict with any of the provisions of this Agreement as the Agent, acting in good faith and in the selection reasonable exercise of its discretion, may deem necessary, appropriate or desirable to effect the purpose of this Agreement. Any exercise of such agent; and (d) may place all deeds discretionary rights, powers, duties, and other documents relating to the Trust Property which are from time to time deposited with it pursuant to the Security Documents in any safe deposit, safe or receptacle selected authorities by the Agent shall be final, conclusive and binding upon all persons. The Agent in exercising reasonable care or its rights, powers, duties and authorities hereunder shall act honestly and in good faith and with any firm a view to the best interests of solicitors or company whose business includes undertaking the safe custody of documents selected by Beneficiaries and shall exercise the care, diligence and skill that a reasonably prudent Agent exercising reasonable care and may make any such arrangements as it thinks fit for allowing Obligors access to, or its solicitors or auditors possession of, such documents when necessary or convenient and the Agent shall not be responsible for any loss incurred would exercise in connection with any such deposit, access or possession if it has exercised reasonable care in the selection of a safe deposit, safe, receptacle or firm of solicitors or company (save that it shall take reasonable steps to pursue any person who may be liable to it in connection with such loss)comparable circumstances.

Powers and Duties of the Agent. as trustee The rights, powers, duties and authorities of the securityAgent under this Agreement, in its capacity as Agent, shall include: (a) shall, without prejudice to any receipt and deposit of the powers, discretions Special Voting Share from Apta as Agent for and immunities conferred upon trustees by law (and to the extent not inconsistent with the provisions of this Agreement or any on behalf of the Security Documents), have all the same powers and discretions as a natural person acting as the beneficial owner of such property and/or as are conferred upon the Agent by this Agreement and/or any Security Document but so that the Agent may only exercise such powers and discretions to the extent that it is authorised to do so by Beneficiaries in accordance with the provisions of this Agreement; (b) shall (subject granting proxies and distributing materials to clause 34.18 (Order of application)) be entitled (Beneficiaries as provided in its own name or in the names of nominees) to invest moneys from time to time forming part of the Trust Property or otherwise held by it as a consequence of any enforcement of the security constituted by any Finance Document which, in the reasonable opinion of the Agent, it would not be practicable to distribute immediately, by placing the same on deposit in the name or under the control of the Agent as the Agent may think fit without being under any duty to diversify the same and the Agent shall not be responsible for any loss due to interest rate or exchange rate fluctuations except for any loss arising from the Agent’s gross negligence or wilful misconductthis Agreement; (c) mayvoting the Beneficiary Votes in accordance with the provisions of this Agreement; (d) receiving the grant of the Exchange Right and the Automatic Exchange Rights from Apta as Agent for and on behalf of the Beneficiaries in accordance with the provisions of this Agreement; (e) exercising the Exchange Right and enforcing the benefit of the Automatic Exchange Rights, in each case in accordance with the conduct provisions of its obligations under this Agreement, and in respect connection therewith receiving from Beneficiaries Exchangeable Shares and other requisite documents and distributing to such Beneficiaries Apta Common Shares and cheques, if any, to which such Beneficiaries are entitled upon the exercise of the Security Documents Exchange Right or pursuant to the Automatic Exchange Rights, as the case may be; (otherwise than f) holding title to the Special Voting Share and the benefit of the Support Agreement; (g) taking action on its own initiative or at the direction of a Beneficiary or Beneficiaries to enforce the obligations of Apta and Exchangeco under this Agreement and the Support Agreement; and (h) taking such other actions and doing such other things as are specifically provided in relation to its right to make any declarationthis Agreement. In the exercise of such rights, determination or decision)powers, instead of acting personallyduties and authorities, employ and pay any agent (whether being a lawyer or any other person) to transact or concur in transacting any business and to do or concur in doing any acts required to be done by the Agent (including the receipt and payment of money) and on the basis that (i) any such agent engaged in any profession or business shall be entitled to be paid all usual professional and other charges for business transacted and acts done by him or any partner or employee of his or her in connection with such employment and (ii) the Agent shall not be bound to supervise, or be responsible for any loss incurred by reason of any act or omission of, any such agent if the Agent shall have exercised reasonable care (and is granted) such incidental and additional rights, powers, duties and authority not in conflict with any of the provisions of this Agreement as the Agent, acting in good faith and in the selection reasonable exercise of its discretion, may deem necessary, appropriate or desirable to effect the purpose of this Agreement. Any exercise of such agent; and (d) may place all deeds discretionary rights, powers, duties and other documents relating to the Trust Property which are from time to time deposited with it pursuant to the Security Documents in any safe deposit, safe or receptacle selected authorities by the Agent shall be final, conclusive and binding upon all persons. The Agent in exercising reasonable care or its rights, powers, duties and authorities hereunder shall act honestly and in good faith and with any firm a view to the best interests of solicitors or company whose business includes undertaking the safe custody of documents selected by Beneficiaries and shall exercise the care, diligence and skill that a reasonably prudent Agent exercising reasonable care and may make any such arrangements as it thinks fit for allowing Obligors access to, or its solicitors or auditors possession of, such documents when necessary or convenient and the Agent shall not be responsible for any loss incurred would exercise in connection with any such deposit, access or possession if it has exercised reasonable care in the selection of a safe deposit, safe, receptacle or firm of solicitors or company (save that it shall take reasonable steps to pursue any person who may be liable to it in connection with such loss)comparable circumstances.

Powers and Duties of the Agent. as trustee of the security (a) shall, without prejudice to any of the powers, discretions and immunities conferred upon trustees by law (and to the extent not inconsistent with the provisions of this Agreement or any of the Security Documents), have all the same powers and discretions as a natural person acting as the beneficial owner of such property and/or as are conferred upon the Agent by this Agreement and/or any Security Document but so that the Agent may only exercise such powers and discretions to the extent that it is authorised to do so by the provisions of this Agreement; (b) shall (subject to clause 34.18 35.18 (Order of application)) be entitled (in its own name or in the names of nominees) to invest moneys from time to time forming part of the Trust Property or otherwise held by it as a consequence of any enforcement of the security constituted by any Finance Document which, in the reasonable opinion of the Agent, it would not be practicable to distribute immediately, by placing the same on deposit in the name or under the control of the Agent as the Agent may think fit without being under any duty to diversify the same and the Agent shall not be responsible for any loss due to interest rate or exchange rate fluctuations except for any loss arising from the Agent’s gross negligence or wilful misconduct; (c) may, in the conduct of its obligations under and in respect of the Security Documents (otherwise than in relation to its right to make any declaration, determination or decision), instead of acting personally, employ and pay any agent (whether being a lawyer or any other person) to transact or concur in transacting any business and to do or concur in doing any acts required to be done by the Agent (including the receipt and payment of money) and on the basis that (i) any such agent engaged in any profession or business shall be entitled to be paid all usual professional and other charges for business transacted and acts done by him or any partner or employee of his or her in connection with such employment and (ii) the Agent shall not be bound to supervise, or be responsible for any loss incurred by reason of any act or omission of, any such agent if the Agent shall have exercised reasonable care in the selection of such agent; and (d) may place all deeds and other documents relating to the Trust Property which are from time to time deposited with it pursuant to the Security Documents in any safe deposit, safe or receptacle selected by the Agent exercising reasonable care or with any firm of solicitors or company whose business includes undertaking the safe custody of documents selected by the Agent exercising reasonable care and may make any such arrangements as it thinks fit for allowing Obligors access to, or its solicitors or auditors possession of, such documents when necessary or convenient and the Agent shall not be responsible for any loss incurred in connection with any such deposit, access or possession if it has exercised reasonable care in the selection of a safe deposit, safe, receptacle or firm of solicitors or company (save that it shall take reasonable steps to pursue any person who may be liable to it in connection with such loss).