The Agent and the Security Agent Sample Clauses
The Agent and the Security Agent. (a) Each of the Arranger and the Lenders appoints the Agent to act as its agent under and in connection with the Finance Documents.
(b) The Security Agent declares that it holds the Security Property on trust for the Secured Parties on the terms contained in this Agreement.
(c) Each of the Finance Parties authorises the Agent and the Security Agent to perform the duties, obligations and responsibilities and to exercise the rights, powers, authorities and discretions specifically given to the Agent and the Security Agent (as applicable) under or in connection with the Finance Documents together with any other incidental rights, powers, authorities and discretions.
The Agent and the Security Agent. (a) Each of the Arranger and the Lenders appoints the Agent to act as its agent under and in connection with the Finance Documents.
(b) Each of the Arranger, the Lenders and the Agent appoints the Security Agent to act as security trustee under and in connection with the Finance Documents.
(c) The Security Agent declares that it holds the Security Property on trust for the Secured Parties on the terms contained in this Agreement.
(d) Each of the Secured Parties authorises the Agent and the Security Agent to perform the duties, obligations and responsibilities, and to exercise the rights, powers, authorities and discretions specifically given to the Agent and the Security Agent (as applicable) under or in connection with the Finance Documents together with any other incidental rights, powers, authorities and discretions.
(e) Nothing in this Clause 25.1 shall imply that the Agent or the Security Agent (as applicable) is required to exercise any of its rights, powers, authorities or discretions specifically conferred on it under the Finance Documents in the absence of instructions from any Finance Party or group of Finance Parties. The Agent or the Security Agent (as applicable) is only obliged to act on any instructions or directions so received to the extent that it, acting reasonably, considers these instructions or directions to be incidental to the exercise of the express rights and powers given to it under the Finance Documents.
(f) If there is any conflict between the provisions of this Clause 25 and the provisions of any other Finance Documents, the provisions of this Clause will prevail.
(g) Paragraphs (e) and (f) above apply with respect to the relationship between the Finance Parties only and shall not be construed in a manner detrimental to the Borrower.
The Agent and the Security Agent. (a) Each of the Finance Parties appoints the Agent to act as its agent under and in connection with the Finance Documents.
(b) The Security Agent declares that it holds the Security Property on trust for the Secured Parties on the terms contained in this Agreement.
(c) Each of the Finance Parties authorises the Agent and the Security Agent:
(i) to exercise the rights, powers, authorities and discretions specifically given to the Agent and the Security Agent (as applicable) under or in connection with the Finance Documents together with any other incidental rights, powers, authorities and discretions; and
(ii) to execute each of the Security Documents and all other documents approved by the Majority Lenders or all Lenders (as the case may be) for execution by it.
(d) Each of the Lenders irrevocably appoints the Security Agent as trustee on its behalf with regard to (i) the security, powers, rights, titles, benefits and interests (both present and future) constituted by and conferred on the Finance Parties or any of them or for the benefit thereof under or pursuant to this Agreement, or any of the Finance Documents (including, without limitation, the benefit of all covenants, undertakings, representations, warranties and obligations given, made or undertaken to any Finance Party in this Agreement, or any Finance Document), (ii) all moneys, property and other assets paid or transferred to or vested in any Finance Party or any agent of any Finance Party or received or recovered by any Finance Party or any agent of any Finance Party pursuant to, or in connection with, this Agreement or the Finance Documents whether from any Obligor or any other person and (iii) all money, investments, property and other assets at any time representing or deriving from any of the foregoing, including all interest, income and other sums at any time received or receivable by any Finance Party or any agent of any Finance Party in respect of the same (or any part thereof).
The Agent and the Security Agent. (a) Any person into which the Agent or the Security Agent may be merged or converted, or any person with which the Agent or the Security Agent may be consolidated, or any person resulting from any merger, conversion or consolidation to which the Agent or the Security Agent shall be a party, or any person, including persons affiliated to it, to which the Agent or the Security Agent shall sell or otherwise transfer:
(i) all or substantially all of its assets; or
(ii) all or substantially all of its corporate trust business,
(b) shall, on the date when the merger, conversion, consolidation or transfer becomes effective and to the extent permitted by any applicable laws, become the successor Agent or the successor Security Agent under this Agreement (and each other applicable Finance Document) without the execution or filing of any paper or any further act on the part of the parties to this Agreement and after the said effective date all references in this Agreement (and any other Finance Document) to the Agent or the Security Agent shall be deemed to be references to such successor person and written notice of any such merger, conversion, consolidation or transfer shall promptly be given to the Company by the Agent or the Security Agent.
(c) Where there is any reference in this Agreement or any other Finance Document to the Agent or the Security Agent acting reasonably or properly, or doing an act or coming to a determination, opinion or belief that is reasonable or proper, or any similar or analogous reference, the Agent or the Security Agent shall, where they have sought such instructions from the Majority Lenders (or any other group of Lenders) be deemed to be acting reasonably and properly or doing an act or coming to a determination, opinion or belief that is reasonable if the Agent or the Security Agent acts on the instructions of the Majority Lenders (or any other group of Lenders).
(d) Where there is in this Agreement or any other Finance Document a provision to the effect that the Agent or the Security Agent is not to unreasonably withhold or delay its consent or approval, it shall be deemed not to have so withheld or delayed its consent or approval if the withholding or delay is caused by instructions being sought from the Majority Lenders (or any other group of Lenders).
The Agent and the Security Agent. According to the information provided by the Buyer, the Agent is a limited liability company incorporated in State of Delaware, United States of America. The Agent is a wholly owned subsidiary of Knighthead Realty Capital Management, LLC, a relying advisor of Knighthead Capital Management, LLC, an investment adviser registered with the United States Securities Exchange Commission. As of the date of this announcement, the Agent and its ultimate beneficial owners are Independent Third Parties. As at the date of this announcement, the Agent and its ultimate beneficial owner(s) and/or associates (i) are third parties independent of the Company, ORIL and AGGL;
