Common use of Application of certain clauses to Security Agent Clause in Contracts

Application of certain clauses to Security Agent. (a) Clauses 27.3(a) (Duties of Agent), 27.7 (Rights and Discretions of the Agent), 27.8 (Responsibility for Documentation and other Matters), Clauses 27.9 (No Duty to Monitor), 27.10 (Exclusion of Liability), 27.11 (Lenders’ Indemnity to the Agent), 27.12 (Resignation of the Agent), 27.14 (Confidentiality), 27.15 (Relationship with the Lenders), 27.16 (Credit Appraisal by the Lenders) and 27.18 (Deduction from Amounts Payable by the Agent) shall each extend so as to apply to the Security Agent in its capacity as such and for that purpose each reference to the “Agent” in these clauses shall extend to include in addition a reference to the “Security Agent” in its capacity as such and, in Clause 27.7 (Rights and Discretions of the Agent), references to the Lenders and a group of Lenders shall refer to the Agent. (b) In addition: (i) Clause 27.10 (Exclusion of Liability) shall, for the purposes of its application to the Security Agent pursuant to paragraph (a) above, have the following additional sub-clauses: (A) any losses to any person or any liability arising as a result of taking or refraining from taking any action in relation to any of the Finance Documents or otherwise whether in accordance with an instruction from an Agent or otherwise unless directly caused by its gross negligence or wilful misconduct; (B) the exercise of, or the failure to exercise (or the failure to consider the exercise or non-exercise of), any judgment, discretion or power given to it by or in connection with any of the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, the Finance Documents or the Security Interests; or (C) any shortfall which arises on the enforcement or realisation of the Security Interests; (ii) Clause 27.12 (Resignation of the Agent) shall, for the purposes of its application to the Security Agent pursuant to paragraph (a) above, have the following additional sub-clause: At any time after the appointment of a successor, the retiring Security Agent shall do and execute all acts, deeds and documents reasonably required by its successor to transfer to it (or its nominee, as it may direct) any property, assets and rights previously vested in the retiring Security Agent pursuant to the Security Documents and which shall not have vested in its successor by operation of law; and (iii) Clause 27.14 (Confidentiality) shall, for the purposes of its application to the Security Agent pursuant to paragraph (a) above, be read and construed as to refer to “its agency and trust department” instead of “its department, division or team directly responsible for the management of the Finance Documents”.

Application of certain clauses to Security Agent. (a) Clauses 27.3(a) (Duties of Agent), 27.7 (Rights and Discretions discretions of the Agent), 27.8 (Responsibility for Documentation documentation and other Mattersmatters), Clauses clause 27.9 (No Duty duty to Monitormonitor), 27.10 (Exclusion of Liabilityliability), 27.11 (Lenders’ Indemnity indemnity to the Agent), 27.12 (Resignation of the Agent), 27.14 (Confidentiality), 27.15 (Relationship with the Lenders), 27.16 (Credit Appraisal appraisal by the Lenders) and 27.18 (Deduction from Amounts Payable amounts payable by the Agent) shall each extend so as to apply to the Security Agent in its capacity as such and for that purpose each reference to the “Agent” in these clauses shall extend to include in addition a reference to the “Security Agent” in its capacity as such and, in Clause clause 27.7 (Rights and Discretions discretions of the Agent), references to the Lenders and a group of Lenders shall refer to the Agent. (b) In addition: (i) Clause clause 27.10 (Exclusion of Liabilityliability) shall, for the purposes of its application to the Security Agent pursuant to paragraph (a) above, have the following additional sub-clauses: (A) any losses to any person or any liability arising as a result of taking or refraining from taking any action in relation to any of the Finance Documents or otherwise whether in accordance with an instruction from an Agent or otherwise unless directly caused by its gross negligence or wilful misconduct; (B) the exercise of, or the failure to exercise (or the failure to consider the exercise or non-exercise of), any judgment, discretion or power given to it by or in connection with any of the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, the Finance Documents or the Security Interests; or (C) any shortfall which arises on the enforcement or realisation of the Security Interests; (ii) Clause clause 27.12 (Resignation of the Agent) shall, for the purposes of its application to the Security Agent pursuant to paragraph (a) above, have the following additional sub-clause: At any time after the appointment of a successor, the retiring Security Agent shall do and execute all acts, deeds and documents reasonably required by its successor to transfer to it (or its nominee, as it may direct) any property, assets and rights previously vested in the retiring Security Agent pursuant to the Security Documents and which shall not have vested in its successor by operation of law; and (iii) Clause clause 27.14 (Confidentiality) shall, for the purposes of its application to the Security Agent pursuant to paragraph (a) above, be read and construed as to refer to “its agency and trust department” instead of “its department, division or team directly responsible for the management of the Finance Documents”.

Application of certain clauses to Security Agent. (a) Clauses 27.3(a) (Duties of Agent), 27.7 34.6 (Rights and Discretions discretions of the Agent), 27.8 34.8 (Responsibility for Documentation documentation and other Mattersmatters), Clauses 27.9 (No Duty to Monitor), 27.10 34.9 (Exclusion of Liabilityliability), 27.11 34.10 (Lenders’ Indemnity indemnity to the Agent), 27.12 34.11 (Resignation of the Agent), 27.14 (Confidentiality), 27.15 34.13 (Relationship with the Lenders), 27.16 34.14 (Credit Appraisal appraisal by the Lenders), 45 (Confidentiality) and 27.18 34.15 (Deduction from Amounts Payable amounts payable by the Agent) shall each extend so as to apply to the Security Agent in its capacity as such and for that purpose each reference to the “Agent” in these clauses shall extend to include in addition a reference to the “Security Agent” in its capacity as such and, in Clause 27.7 clause 34.6 (Rights and Discretions discretions of the Agent), references to the Lenders and a group of Lenders shall refer to the Agent. (b) In addition: (i) Clause 27.10 (Exclusion of Liability) shall, for the purposes of its application to the Security Agent pursuant to paragraph (a) above, have the following additional sub-clauses: (A) any losses to any person or any liability arising as a result of taking or refraining from taking any action in relation to any of the Finance Documents or otherwise whether in accordance with an instruction from an Agent or otherwise unless directly caused by its gross negligence or wilful misconduct; (B) the exercise of, or the failure to exercise (or the failure to consider the exercise or non-exercise of), any judgment, discretion or power given to it by or in connection with any of the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, the Finance Documents or the Security Interests; or (C) any shortfall which arises on the enforcement or realisation of the Security Interests; (ii) Clause 27.12 clause 34.11 (Resignation of the Agent) shall, for the purposes of its application to the Security Agent pursuant to paragraph (a) aboveclause 34.17(a), have the following additional sub-clause: At any time after the appointment of a successor, the retiring Security Agent shall do and execute all acts, deeds and documents reasonably required by its successor to transfer to it (or its nominee, as it may direct) any property, assets and rights previously vested in the retiring Security Agent pursuant to the Security Documents and which shall not have vested in its successor by operation of law; and . All such acts, deeds and documents shall be done or, as the case may be, executed at the cost of the retiring Security Agent (iii) Clause 27.14 (Confidentiality) shall, for the purposes of its application to except where the Security Agent pursuant to paragraph is retiring under clause 34.11 (a) above, be read and construed as to refer to “its agency and trust department” instead of “its department, division or team directly responsible for the management Resignation of the Finance Documents”Agent) as extended to it by clause 34.17(a), in which case such costs shall be borne by the Lenders (in proportion (if no part of the Loans are then outstanding) to their shares of the Total Commitments or (at any other time) to their participations in the Loans).

Application of certain clauses to Security Agent. (a) Clauses 27.3(a) (Duties of Agent), 27.7 32.6 (Rights and Discretions discretions of the Agent), 27.8 32.8 (Responsibility for Documentation documentation and other Mattersmatters), Clauses 27.9 (No Duty to Monitor), 27.10 32.9 (Exclusion of Liabilityliability), 27.11 32.10 (Lenders’ Indemnity indemnity to the Agent), 27.12 32.11 (Resignation of the Agent), 27.14 43 (Confidentiality), 27.15 32.13 (Relationship with the Lenders), 27.16 32.14 (Credit Appraisal appraisal by the Lenders) and 27.18 32.15 (Deduction from Amounts Payable amounts payable by the Agent) shall each extend so as to apply to the Security Agent in its capacity as such and for that purpose each reference to the “Agent” in these clauses shall extend to include in addition a reference to the “Security Agent” in its capacity as such and, in Clause 27.7 clause 32.6 (Rights and Discretions discretions of the Agent), references to the Lenders and a group of Lenders shall refer to the Agent. (b) In addition: (i) Clause 27.10 (Exclusion of Liability) shall, for the purposes of its application to the Security Agent pursuant to paragraph (a) above, have the following additional sub-clauses: (A) any losses to any person or any liability arising as a result of taking or refraining from taking any action in relation to any of the Finance Documents or otherwise whether in accordance with an instruction from an Agent or otherwise unless directly caused by its gross negligence or wilful misconduct; (B) the exercise of, or the failure to exercise (or the failure to consider the exercise or non-exercise of), any judgment, discretion or power given to it by or in connection with any of the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, the Finance Documents or the Security Interests; or (C) any shortfall which arises on the enforcement or realisation of the Security Interests; (ii) Clause 27.12 clause 32.11 (Resignation of the Agent) shall, for the purposes of its application to the Security Agent pursuant to paragraph (a) above, have the following additional sub-clause: At any time after the appointment of a successor, the retiring Security Agent shall do and execute all acts, deeds and documents reasonably required by its successor to transfer to it (or its nominee, as it may direct) any property, assets and rights previously vested in the retiring Security Agent pursuant to the Security Documents and which shall not have vested in its successor by operation of law; and . All such acts, deeds and documents shall be done or, as the case may be, executed at the cost of the retiring Security Agent (iii) Clause 27.14 (Confidentiality) shall, for the purposes of its application to except where the Security Agent pursuant is retiring under clause 32.11 (Resignation of the Agent) as extended to it by paragraph (a) above, in which case such costs shall be read and construed as to refer to “its agency and trust department” instead of “its department, division or team directly responsible for borne by the management Lenders (in proportion (if no part of the Finance Documents”Loan is then outstanding) to their shares of the Total Commitments or (at any other time) to their participations in the Loan).

Application of certain clauses to Security Agent. (a) Clauses 27.3(a) (Duties of Agent), 27.7 34.6 (Rights and Discretions discretions of the Agent), 27.8 34.8 (Responsibility for Documentation documentation and other Mattersmatters), Clauses 27.9 (No Duty to Monitor), 27.10 34.9 (Exclusion of Liabilityliability), 27.11 34.10 (Lenders’ Indemnity indemnity to the Agent), 27.12 34.11 (Resignation of the Agent), 27.14 45 (Confidentiality), 27.15 34.13 (Relationship with the LendersLenders and Hedging Providers), 27.16 34.14 (Credit Appraisal appraisal by the LendersLenders and Hedging Providers) and 27.18 34.15 (Deduction from Amounts Payable amounts payable by the Agent) shall each extend so as to apply to the Security Agent in its capacity as such and for that purpose each reference to the “Agent” in these clauses shall extend to include in addition a reference to the “Security Agent” in its capacity as such and, in Clause 27.7 clause 34.6 (Rights and Discretions discretions of the Agent), references to the Lenders and a group of Lenders shall refer to the Agent. (b) In addition: (i) Clause 27.10 (Exclusion of Liability) shall, for the purposes of its application to the Security Agent pursuant to paragraph (a) above, have the following additional sub-clauses: (A) any losses to any person or any liability arising as a result of taking or refraining from taking any action in relation to any of the Finance Documents or otherwise whether in accordance with an instruction from an Agent or otherwise unless directly caused by its gross negligence or wilful misconduct; (B) the exercise of, or the failure to exercise (or the failure to consider the exercise or non-exercise of), any judgment, discretion or power given to it by or in connection with any of the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, the Finance Documents or the Security Interests; or (C) any shortfall which arises on the enforcement or realisation of the Security Interests; (ii) Clause 27.12 clause 34.11 (Resignation of the Agent) shall, for the purposes of its application to the Security Agent pursuant to paragraph (a) above, have the following additional sub-clause: At any time after the appointment of a successor, the retiring Security Agent shall do and execute all acts, deeds and documents reasonably required by its successor to transfer to it (or its nominee, as it may direct) any property, assets and rights previously vested in the retiring Security Agent pursuant to the Security Documents and which shall not have vested in its successor by operation of law; and . All such acts, deeds and documents shall be done or, as the case may be, executed at the cost of the retiring Security Agent (iii) Clause 27.14 (Confidentiality) shall, for the purposes of its application to except where the Security Agent pursuant is retiring under clause 34.11 (Resignation of the Agent) as extended to it by paragraph (a) above, in which case such costs shall be read and construed as to refer to “its agency and trust department” instead of “its department, division or team directly responsible for borne by the management Lenders (in proportion (if no part of the Finance Documents”Loan is then outstanding) to their shares of the Total Commitments or (at any other time) to their participations in the Loan).