The Agent shall. (a) promptly inform the Lenders of the contents of any notice or request received by it from the Borrower under this Agreement (whether such notice or request is addressed to the Agent alone or the Agent on behalf of the Lenders) and of any information delivered to it pursuant to Clause 10.2 and of any other matters which the Agent considers material;
(b) promptly deliver to the Lenders copies of any accounts and certificates delivered to it pursuant to Clause 10.2 and, as soon as reasonably practicable, copies of the documents delivered in satisfaction of the requirements of Schedule 3;
(c) promptly inform the Lenders in reasonable detail of any exercise by it of any of the rights, powers and/or discretions vested in it hereunder (but without the Agent being under any obligation to give prior notice to the Lenders of any such exercise);
(d) promptly notify the Lenders of the occurrence of any Event of Default or any other default by the Borrower in the due performance of or compliance with its material obligations under this Agreement of which the Agent has actual knowledge or actual notice and the occurrence of which the Agent has verified;
(e) if directed by the Majority Lenders, exercise (or refrain from exercising) any right, power or discretion vested in it hereunder in accordance with the directions (subject to Clause 20.2.1) of the Majority Lenders provided, however, that it may refrain from acting in accordance with any such directions until it has received such security as it may require (whether by way of payment in advance or otherwise) for all costs, claims, expenses (including legal fees) and liabilities which it will or may expend or incur in complying with such directions and for this purpose the Agent shall make a demand for such security addressed to all the Lenders;
(f) receive from the Borrower all payments of principal, interest and other moneys expressed to be payable to the Agent hereunder on behalf of all or any of the Lenders and the Lower Saxony Guarantee Agent and shall promptly distribute the same amongst the Lenders, the Lower Saxony Guarantee Agent, the German State of Lower Saxony and itself in accordance with the terms of this Agreement and the Lower Saxony Guarantees pending which the Agent shall hold any and all such moneys on trust for the Lenders, the Lower Saxony Guarantee Agent, the German State of Lower Saxony and itself; and
(g) enter into any amendment to any of the Security Documents or grant any waiver of any obli...
The Agent shall. (A) promptly inform each Lender of the contents of any notice or document received by it in connection with the Facilities in its capacity as Agent hereunder from any Obligor;
(B) promptly notify each Lender of the occurrence of any Event of Default or any default by any Obligor in the due performance of or compliance with its obligations under this Agreement of which the Agent has actual notice;
(C) save as otherwise provided herein, act as agent hereunder in accordance with any instructions given to it by an Instructing Group, which instructions shall be binding on all the Lenders; and
(D) if so instructed by an Instructing Group, refrain from exercising any right, power or discretion vested in it as agent hereunder.
The Agent shall. (a) subject to the provisions of this Agreement, promptly inform each Bank of the contents of any written notice or document received by it from the Borrower hereunder;
(b) promptly notify each Bank of the occurrence of any Default under this Agreement of which the Agent has received written notice from a Bank pursuant to SECTION 21.02;
(c) subject to the provisions of this Agreement, act in accordance with any written instructions given to it by the Majority Banks;
(d) if so instructed by the Majority Banks in writing, refrain from exercising any right, power or discretion vested in it hereunder; and
(e) administer and service the Loan in accordance with its customary procedures and practices in the administration and servicing of loans of a similar nature made by the Agent, and the Agent shall have the authority to make decisions hereunder in connection with the day-to-day administration and servicing of the Loan, and each Bank shall be bound thereby.
The Agent shall. (i) promptly inform each Senior Lender of the contents of any notice or document received by it under any Banking Document;
(ii) promptly notify each Senior Lender of the occurrence of any Event of Default or any default by any Obligor in the due performance of or compliance with its obligations under any Banking Document of which the Agent has actual knowledge or actual notice;
(iii) save as otherwise provided herein, act as agent and trustee respectively under the Banking Documents in accordance with any instructions given to it by the Banks or the Majority Banks (as this Agreement may require), which instructions shall be binding on the Banks; and
(iv) without prejudice to any liability of the Senior Lenders or the Agent to any Obligor arising out of any breach of any requirement of any Banking Document that any consent or approval shall not be unreasonably withheld or delayed, if so instructed by the Banks or the Majority Banks (as this Agreement may require), refrain from exercising any right, power or discretion vested in it as agent hereunder or as trustee under any Banking Document;
The Agent shall. (a) be responsible for the advertising and promotion of the Products in the Stores, provided that the production and use by the Agent of any advertising materials and promotional literature in relation to the Products not provided by Montpellier shall be subject to the prior written consent of Montpellier;
(b) display advertising materials and other signs provided by Montpellier;
(c) observe all directions and instructions given to it by Montpellier in relation to promotion and advertisement of the Products, and shall not make any written statement as to the quality or manufacture of the Products without the prior written approval of Montpellier;
(d) not use a third-party website to promote and sell the Products without the prior written approval of Montpellier;
(e) ensure that its contact details (including store address and postcode, telephone number and email address) remain accurate and up-to-date when displayed on the Website or any other media (including the Agent’s own website and third-party websites) approved by Montpellier for the purpose of promoting and selling the Products; and
(f) ensure that any and all links to the Website (whether from the Agent’s own website or otherwise) comply with any and all directions and instructions given to it by Montpellier from time to time.
The Agent shall. 2.1.1. In conformity with the Subject of this Agreement arrange international and domestic transportation of Cargo on the conditions specified in the Shipowner’s Bill of Lading and in the Annexes to the Agreement which constitute an integral part of the Agreement. The Parties have expressly agreed that responsibilities of the Agent are limited by the Shipowner’s Bill of Lading provisions.
2.1.2. Keep the Principal duly informed of any changes and deviations to the agreed service level parameters such as sailing frequency, transit time, routing, etc.
2.1.3. In order to carry out Principal's instructions the Agent shall be authorized to sub-contract, whether on behalf of the Principal or in its own name, any railway, sea, river, motor or air carriers, cargo forwarders, insurers and other contractors (hereinafter referred to as “third parties”).
2.1.4. Upon agreement with the Principal and at the expense of the Principal, the Agent shall perform other tasks related to the Agreement.
2.1.5. Upon Principal’s request the Agent shall provide transport and shipping documents in his possession required for court and arbitration proceedings.
2.1.6. The Agent has the right to exercise a lien on the Principal's Cargo until the latter has paid the remuneration and reimbursable expenses borne in the interests of the Principal. The Principal shall also pay all the expenses related to the Cargo lien. Responsibility for the Cargo damage caused by the lien shall be borne by the Principal.
The Agent shall. (A) notify each SBLC Lender of the details of each drawdown request delivered under the relevant RMB Loan Agreement and of the associated SBLC Application and of that SBLC Lender's Proportion of each SBLC to be issued on the relevant Issue Date as soon as practicable after receiving such SBLC Application;
(B) within two (2) Business Days of the issuance by the Agent of any SBLC on behalf of an SBLC Lender, notify that SBLC Lender by tested telex of details of each such SBLC including the Issue Date and the Proportion of that SBLC Lender in that SBLC; and
(C) if requested by an SBLC Lender, provide a copy of that SBLC to that SBLC Lender as soon as reasonably practicable following any such request.
The Agent shall. (a) send to each National Agent a copy of each Utilisation Notice received from an Export Lessee which complies with Clauses 3.1.1 and 3.
The Agent shall. (i) promptly inform each Lender of the contents of each notice, certificate or document received by it in its capacity as Agent hereunder or under any other relevant document;
(ii) promptly notify each Lender as soon as it becomes aware of the existence of any Relevant Event or Termination Event;
(iii) act in accordance with instructions given to it by the National Agents, the Export Credit Agencies and/or the Majority Lenders as provided herein.
The Agent shall. (a) promptly inform each Lender of the contents of any notice or document received by it in its capacity as Agent hereunder or under any other Security Document or the Guarantee;
(b) promptly notify each Lender of the occurrence of any Event of Default of which the Agent has actual knowledge or actual notice;
(c) subject to the foregoing provisions of this clause 16.1, act in accordance with any instructions given to it by the Majority Lenders; and
(d) if so instructed by the Majority Lenders, refrain from exercising a right, power or discretion vested in it hereunder or under any other Security Document or the Guarantee.
