Common use of Appointment and Authorization of Agents Clause in Contracts

Appointment and Authorization of Agents. (a) Each of the Lenders and the Issuing Banks, on behalf of itself and its applicable Affiliates in their respective capacities as such and as counterparties under Hedge Agreements and/or providers of Banking Services, as applicable, hereby irrevocably appoint (i) JPMorgan (or any successor appointed pursuant hereto) as Administrative Agent and authorizes the Administrative Agent to take such actions on its behalf, including execution of the other Loan Documents, and to exercise such powers as are delegated to the Administrative Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto; (ii) JPMorgan (or any successor appointed pursuant hereto) as US Collateral Agent and authorizes the US Collateral Agent to take such actions on its behalf, including execution of the other Loan Documents, and to exercise such powers as are delegated to the US Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto; and (iii) ▇▇▇▇▇ Agency Services (US) LLC (or any successor appointed pursuant hereto) as Non-US Collateral Agent and authorizes the Non-US Collateral Agent to take such actions on its behalf, including execution of the other Loan Documents, and to exercise such powers as are delegated to the Non-US Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. (b) In relation to the Collateral Documents that are governed by Swiss law (the “Swiss Collateral Documents”) (i) the Non-US Collateral Agent holds: (A) any security created or evidenced or expressed to be created under or pursuant to a Swiss Collateral Document by way of a security assignment (Sicherungsabtretung) or transfer for security purposes (Sicherungsübereignung) or any other non-accessory (nicht akzessorische) security, and (B) any proceeds and other benefits of such security, as fiduciary (treuhänderisch) in its own name but for the account of all relevant Secured Parties which have the benefit of such security in accordance with this Agreement and the respective Swiss Collateral Document, (ii) each present and future Secured Party hereby authorizes the Non-US Collateral Agent (A) to accept and execute as its direct representative (direkter Stellvertreter) any Swiss law pledge or any other Swiss law accessory (akzessorische) security created or evidenced or expressed to be created under or pursuant to a Swiss Collateral Document for the benefit of such Secured Party and hold, administer and, if necessary, enforce any such security for and on behalf of each relevant Secured Party which has the benefit of such security, (B) to agree as its direct representative (direkter Stellvertreter) to amendments and alterations to any Swiss Collateral Document which creates or evidences or expresses to create a pledge or any other Swiss law accessory (akzessorische) security, (C) to effect as its direct representative (direkter Stellvertreter) any release of a security created or evidenced or expressed to be created under a Swiss Collateral Document in accordance with this Agreement; and (D) to exercise as its direct representative (direkter Stellvertreter) such other rights granted to the Non-US Collateral Agent hereunder or under the relevant Swiss Collateral Document. (c) In relation to the Collateral Documents governed by the laws of Germany (the “German Security Documents”) the following additional provisions shall apply: (i) Each of the Secured Parties (other than the Non-US Collateral Agent) hereby appoints the Non-US Collateral Agent as trustee (Treuhänder) and administrator for the purpose of accepting and administering any Collateral granted pursuant to a German Security Document for and on behalf of the other Secured Parties. (ii) The Non-US Collateral Agent shall (A) hold and administer any Collateral granted pursuant to a German Security Document which is security assigned or otherwise transferred (Sicherungseigentum/Sicherungsabtretung) under a non-accessory security right (nichtakzessorische Sicherheit) to it in its own name as trustee (treuhänderisch) for the benefit of the Secured Parties and (B) administer any Collateral granted pursuant to a German Security Document which is pledged (Verpfändung) or otherwise transferred to the Non-US Collateral Agent creating or evidencing an accessory security right (akzessorische Sicherheit) as agent. (iii) Each of the Secured Parties hereby authorizes the Non-US Collateral Agent (whether or not by or through employees or agents) (A) to exercise such rights, remedies, powers and discretions as are specifically delegated to or conferred upon the Secured Parties under the German Security Documents, together with such powers and discretions as are reasonably incidental thereto; (B) to take such action on its behalf as may from time to time be authorized under or in accordance with the German Security Documents; and (C) to accept as its representative (Stellvertreter) any pledge or other creation of any accessory security right granted in favour of such Secured Party in connection with the German Security Documents and to agree to and execute on its behalf as its representative (Stellvertreter) any amendments and/or alterations to any German Security Document which creates a pledge or any other accessory security right (akzessorische Sicherheit) including the release or confirmation of release of such security. (iv) Each of the Secured Parties hereby releases the Non-US Collateral Agent from any restrictions on representing several persons and self-dealing under any applicable law, and in particular from the restrictions of Section 181 of the German Civil Code (Bürgerliches Gesetzbuch), to make use of any authorization granted under this Agreement and to perform its duties and obligations as Non-US Collateral Agent hereunder and under the German Security Documents. (v) Each of the Secured Parties hereby ratifies and approves all acts and declarations previously done by the Non-US Collateral Agent on such person’s behalf (including for the avoidance of doubt the declarations made by the Non-US Collateral Agent as representative without power of attorney (Vertreter ohne Vertretungsmacht) in relation to the creation of any pledge (Pfandrecht) on behalf and for the benefit of the Secured Parties as future pledgee or otherwise). (d) Notwithstanding any other provision of this Agreement, for such time as any Lender is an Equitably Subordinated Lender, (i) it shall not benefit from any Collateral granted by Loan Parties and (ii) the proceeds received from the enforcement of any Collateral Document granted by the Loan Parties shall not be used for, or required to be applied towards, discharging any obligations under the Loan Documents owed to that Equitably Subordinated Lender but shall be used for, and applied towards, the obligations under the Loan Documents owed to the Lenders that are not Equitably Subordinated Lenders.

Appointment and Authorization of Agents. (a) Each Lender hereby irrevocably appoints, designates, authorizes and releases from the restrictions on self-dealing (§181 of the Lenders and German Civil Code) each of the Issuing Banks, on behalf of itself and its applicable Affiliates in their respective capacities as such and as counterparties under Hedge Agreements and/or providers of Banking Services, as applicable, hereby irrevocably appoint (i) JPMorgan (or any successor appointed pursuant hereto) as Administrative Agent and authorizes the Administrative Agent to take such actions on its behalf, including execution of the other Loan Documents, and to exercise such powers as are delegated to the Administrative Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto; (ii) JPMorgan (or any successor appointed pursuant hereto) as US Collateral Agent and authorizes the US Collateral Agent to take such actions execute on its behalf, including execution of the other Loan Documents, and to exercise such powers as are delegated to the US Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto; and (iii) ▇▇▇▇▇ Agency Services (US) LLC (or any successor appointed pursuant hereto) as Non-US Collateral Agent and authorizes the Non-US Collateral Agent to take such actions on its behalf, including execution of the other Loan Documents, and to exercise such powers as are delegated to the Non-US Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. (b) In relation to the Collateral Documents that are governed by Swiss law (the “Swiss Collateral Documents”) (i) the Non-US Collateral Agent holds: (A) any security created or evidenced or expressed to be created under or pursuant to a Swiss Collateral Document by way of a security assignment (Sicherungsabtretung) or transfer for security purposes (Sicherungsübereignung) or any other non-accessory (nicht akzessorische) security, and (B) any proceeds and other benefits of such security, as fiduciary (treuhänderisch) in its own name but for the account of all relevant Secured Parties which have the benefit of such security in accordance with this Agreement and the respective Swiss Collateral Document, (ii) each present and future Secured Party hereby authorizes the Non-US Collateral Agent (A) to accept and execute as its direct representative (direkter Stellvertreter) any Swiss law pledge or any other Swiss law accessory (akzessorische) security created or evidenced or expressed to be created under or pursuant to a Swiss Collateral Document for the benefit of such Secured Party and hold, administer and, if necessary, enforce any such security for and on behalf of each relevant Secured Party which has the benefit of such security, (B) to agree as its direct representative (direkter Stellvertreter) to amendments and alterations to any Swiss Collateral Document which creates or evidences or expresses to create a pledge or any other Swiss law accessory (akzessorische) security, (C) to effect as its direct representative (direkter Stellvertreter) any release of a security created or evidenced or expressed to be created under a Swiss Collateral Document in accordance with this Agreement; and (D) to exercise as its direct representative (direkter Stellvertreter) such other rights granted to the Non-US Collateral Agent hereunder or under the relevant Swiss Collateral Document. (c) In relation to the Collateral Documents governed by the laws of Germany (the “German Security Documents”) the following additional provisions shall apply: (i) Each of the Secured Parties (other than the Non-US Collateral Agent) hereby appoints the Non-US Collateral Agent as trustee (Treuhänder) and administrator for the purpose of accepting and administering any Collateral granted pursuant to a German Security Document for and on behalf of the other Secured Parties the Collateral Documents and the Intercreditor Agreement take such action on its and their behalf under the provisions of this Agreement and each other Loan Document and the Intercreditor Agreement and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto, and the Administrative Agent and the Collateral Agent each accept such assignment. Each Lender hereby irrevocably appoints, designates, authorizes and releases from the restrictions on self-dealing (§181 of the German Civil Code) the Collateral Agent (the “Equistar Restricted Collateral Agent”) to execute on its behalf, on behalf of the other Secured Parties, and on behalf of the Equistar Notes Secured Parties security agreements, pledge agreements, mortgages and/or other collateral documents (the “Equistar Restricted Collateral Documents”) and to take such action on its and their behalf under the provisions of this Agreement and the Equistar Restricted Collateral Documents and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or the Equistar Restricted Collateral Documents, together with such powers as are reasonably incidental thereto, and the Equistar Restricted Collateral Agent accepts such assignment. In addition, each Lender hereby irrevocably appoints, designates, authorizes and releases from the restrictions on self-dealing (§181 of the German Civil Code) the Collateral Agent (the “Restricted Collateral Agent”) to execute on its behalf, on behalf of the other Secured Parties, and on behalf of the Arco Notes Secured Parties (as defined in the Security Agreement executed by BIL Acquisition Holdings Limited (the “Restricted Security Agreement”)) the Restricted Security Agreement and to take such action on its and their behalf under the provisions of this Agreement and the Restricted Security Agreement and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or the Restricted Security Agreement, together with such powers as are reasonably incidental thereto, and the Restricted Collateral Agent accepts such assignment. Notwithstanding any provision to the contrary contained elsewhere herein, in any other Loan Document or any documents related to the Transactions, neither the Administrative Agent nor the Collateral Agent shall have any duties or responsibilities, except those expressly set forth herein or in any other Loan Document and the Intercreditor Agreement, nor shall the Administrative Agent or the Collateral Agent have or be deemed to have any fiduciary relationship with any Lender or Participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement, any other Loan Document or any documents related to the Transactions or otherwise exist against the Administrative Agent or the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Documents and the Intercreditor Agreement with reference to any Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (b) Each L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each such L/C Issuer shall have all of the benefits and immunities (i) provided to the Agents in this Article IX with respect to any acts taken or omissions suffered by such L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “Agent” as used in this Article IX and in the definition of “Agent-Related Person” included such L/C Issuer with respect to such acts or omissions, and (ii) The Non-US Collateral Agent shall (A) hold and administer any Collateral granted pursuant as additionally provided herein with respect to a German Security Document which is security assigned or otherwise transferred (Sicherungseigentumsuch L/Sicherungsabtretung) under a non-accessory security right (nichtakzessorische Sicherheit) to it in its own name as trustee (treuhänderisch) for the benefit of the Secured Parties and (B) administer any Collateral granted pursuant to a German Security Document which is pledged (Verpfändung) or otherwise transferred to the Non-US Collateral Agent creating or evidencing an accessory security right (akzessorische Sicherheit) as agentC Issuer. (iiic) Each of the Secured Parties hereby irrevocably appoints, designates and authorizes (under release from restrictions on self-dealing (§181 of the NonGerman Civil Code)), including under the release from the restrictions on self-US dealing (§181 of the German Civil Code), the Collateral Agent to act as the agent of (whether and to hold any security interest created by the Collateral Documents for and on behalf of or not on trust for and to enter into any “Parallel Debt” as defined in the Collateral Documents governed by or through employees or agentsDutch law) (A) such Secured Party for purposes of executing the Collateral Documents on its own behalf, acquiring, holding and enforcing any and all Liens on Collateral granted by the Loan Parties to exercise such rights, remedies, powers and discretions as are specifically delegated to or conferred upon secure any of the Secured Parties under the German Security DocumentsObligations, together with such powers and discretions discretion as are reasonably incidental thereto; . In this connection, the Collateral Agent (B) and any co-agents, sub-agents and attorneys-in-fact appointed by the Collateral Agent pursuant to take such action Section 9.02 for purposes of holding or enforcing any Lien on its behalf as may from time to time be authorized under or in accordance with the German Security Documents; and Collateral (C) to accept as its representative (Stellvertreter) any pledge or other creation of any accessory security right granted in favour of such Secured Party in connection with the German Security Documents and to agree to and execute on its behalf as its representative (Stellvertreter) any amendments and/or alterations to any German Security Document which creates a pledge or any other accessory security right (akzessorische Sicherheitportion thereof) including granted under the release Collateral Documents, or confirmation of release of such security. (iv) Each for exercising any rights and remedies thereunder at the direction of the Secured Parties hereby releases Collateral Agent), shall be entitled to the Nonbenefits of all provisions of this Article IX (including Section 9.07, as though such co-US agents, sub-agents and attorneys-in-fact were the Collateral Agent from any restrictions on representing several persons and self-dealing under any applicable law, and in particular from the restrictions of Section 181 of the German Civil Code (Bürgerliches Gesetzbuch), to make use of any authorization granted under this Agreement and to perform its duties and obligations as Non-US Collateral Agent hereunder and under the German Security Loan Documents. (v) Each of the Secured Parties hereby ratifies and approves all acts and declarations previously done by the Non-US Collateral Agent on such person’s behalf (including for the avoidance of doubt the declarations made by the Non-US Collateral Agent as representative without power of attorney (Vertreter ohne Vertretungsmacht) if set forth in relation to the creation of any pledge (Pfandrecht) on behalf and for the benefit of the Secured Parties as future pledgee or otherwise)full herein with respect thereto. (d) Notwithstanding any other provision The appointment of the Collateral Agent pursuant to Section 9.01(a) referred to in this AgreementSection 9.01 shall be regarded and construed, for such time the purposes of Italian law, as any Lender is an Equitably Subordinated Lendera ▇▇▇▇▇▇▇ con rappresentanza, and accordingly the Collateral Agent shall act as the mandatario con rappresentanza of the Secured Parties and shall be fully entitled to, without limitation: (i) it shall not benefit from exercise in its name (in nome proprio) and in the name and on behalf (in nome e per conto) of the Secured Parties all rights, powers and discretion, execute all documents and take all actions which are expressed to be exercised, executed or taken by the Secured Parties under or in connection with any of the Collateral granted Documents governed by Loan Parties and Italian law; (ii) execute and perfect, in its name (in nome proprio) and in the proceeds received from name and on behalf (in nome e per conto) of the enforcement Secured Parties, any amendment agreement, deed of acknowledgement, supplemental deed, confirmation deed or any other document to be executed in connection with or under any Collateral Document granted governed by Italian law; (iii) apply the Loan Parties shall not be used forproceeds of any enforcement and sale under the relevant Collateral Document governed by Italian law in accordance with the terms of the Intercreditor Agreement; and (iv) take, or required to be applied towardsin its name (in nome proprio) and in the name and on behalf (in nome e per conto) of the Secured Parties, discharging any obligations under enforcement action in connection with any Collateral and, in accordance with the enforcement procedures provided for by Italian Law and the provisions of the Loan Documents owed governed by Italian Law, provided that the Collateral Agent may delegate or authorize any Secured Party to that Equitably Subordinated Lender but shall be used for, and applied towards, take enforcement actions in compliance with the obligations under provisions of the other Loan Documents owed to and the Lenders that are not Equitably Subordinated Lendersprovisions of Italian Law.