Common use of Role of the Security Agent Clause in Contracts

Role of the Security Agent. (a) The Security Agent is hereby appointed by the Finance Parties to hold on trust the benefit of the Security Documents to which it is party as agent and security trustee for itself and the Finance Parties and to apply all payments and other benefits received by it by reason thereof, or otherwise realised thereunder, in accordance with this Agreement and the Intercreditor Deed. In the event that the court of any relevant jurisdiction does not recognise or give effect to the trust expressed to be created by this Agreement, the relationship of the Finance Parties and the Security Agent shall be construed as one of principal and agent. (b) Except as otherwise provided in any Security Document, all moneys received by the Agent or the Security Agent under a Security Document may be invested in the name of, or under the control of, such Agent in any investments selected by such Agent and such Agent may at any time vary or transfer any such investments for or into other investments or convert any moneys so deposited into any currency which it may direct. Additionally, those moneys may be placed on deposit in the name of, or under the control of, such Agent at any bank or institution (including itself) and upon such terms as it may think fit. (c) Each Finance Party confirms its approval of each Security Document. (d) The Security Agent may appoint a separate security agent or a co-security agent in any jurisdiction outside England and Wales: (i) if the Security Agent considers that without such appointment the interests of the Finance Parties under the Senior Finance Documents will be materially and adversely affected; (ii) for the purpose of complying with any law, directive or other condition in any applicable jurisdiction; or (iii) for the purpose of obtaining or enforcing a judgment or enforcing any Senior Finance Document in any jurisdiction. (e) Any appointment under this Clause 24 will only be effective if the separate security agent or co-security agent confirms to the Security Agent and the Obligors’ Agent, in form and substance satisfactory to the Security Agent, that it is bound by the terms of the Senior Finance Documents as if it were the Security Agent. (f) The Security Agent may remove any security agent or co-security agent appointed by it and may appoint a new security agent or co-security agent in its place. (g) The Parent must (or must procure that an Obligor will) pay to the Security Agent any reasonable remuneration paid by the Security Agent to any security agent or co-security agent appointed by it, together with any related costs and expenses incurred by the security agent or co-security agent, which shall be treated as costs and expenses incurred by the Security Agent. (h) Each separate security agent or co-security agent appointed in accordance with this Clause 24.20 shall have the powers, authorities and discretions (which shall not exceed those conferred on the Security Agent under the Senior Finance Documents) and the obligations imposed by the relevant document of appointment and those referred to in paragraph (d) above. (i) Each Finance Party authorises, empowers and directs the Security Agent (by itself or by such person(s) as it may nominate) to execute and enforce such Security Document subject to the terms of the Senior Finance Documents. No Finance Party shall exercise any independent right to exercise any rights, discretions or powers or to grant any consents or releases under or pursuant to the Security Documents except through the Security Agent. (j) The perpetuity period for each trust created pursuant to this Agreement shall be 80 years from the date of this Agreement.