The Agent and the Banks Sample Clauses
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The Agent and the Banks. 23.1 The Agent hereby declares that it holds and shall hold:
23.1.1 all rights, titles and interest that may now or hereafter be mortgaged, charged, assigned or otherwise secured in favour of the Agent by or pursuant to the Security Documents to which it is expressed to be a party as mortgagee, chargee, pledgee or equivalent;
23.1.2 the benefit of all representations, covenants, guarantees, indemnities and other contractual provisions given in favour of the Agent (other than any such benefits given to the Agent solely for its own benefit) by or pursuant to the Security Documents; and
23.1.3 all proceeds of the security referred to in sub-clause 23.1.1 above and of the enforcement of the benefits referred to in sub-clause 23.1.2 above on trust for itself and the Banks from time to time. Each of the parties hereto agrees that the obligations, rights and benefits vested or to be vested in the Agent as trustee as aforesaid by the Security Documents, or any document entered into pursuant thereto, shall (as well before as after enforcement) be performed and (as the case may be) exercised by the Agent in accordance with the provisions of this Clause 23.
23.2 The Agent shall have all the powers and discretions conferred upon trustees by the laws of Trinidad and Tobago (to the extent not inconsistent herewith) and by way of supplement it is expressly declared as follows:
23.2.1 the Agent shall be at liberty to place the Security Documents and any other instruments, documents or delivered to it pursuant thereto or in connection therewith for the time being in its possession in any safe deposit, safe or receptacle selected by the Agent or with any bank or company whose business includes undertaking the safe custody of documents and upon request by the Borrower, the Agent shall notify the Borrower of the location of the Security Documents or such other instruments, documents or deeds;
23.2.2 the Agent may, whenever it reasonably thinks fit, delegate by power of attorney or otherwise to any member of the group of companies to which it belongs all or any of the rights, trusts, powers, authorities and discretions vested in it by the Security Documents and such delegation may be made upon such terms and subject to such conditions (including the power to sub-delegate) and subject to such regulations as the Agent may reasonably think fit and the Agent shall not be bound to supervise, or be in any way responsible for any loss incurred by reason of any misconduct or default o...
The Agent and the Banks. The Agency and Co-Agency 63 Section 10.02. The Agent's Duties 63 Section 10.03. Sharing of Payment and Expenses 64 Section 10.04. The Agent's Liabilities 65 Section 10.05. The Agent as a Bank 65 Section 10.06. Bank Credit Decision 65 Section 10.07. Indemnification 66 Section 10.08. Successor Agent 66 ARTICLE XI CONSENT TO JURISDICTION; JUDGMENT CURRENCY
The Agent and the Banks. Each Bank hereby appoints the Agent to act as its agent in connection herewith and authorises the Agent to exercise such right, powers and discretions as are specifically delegated to the Agent by the terms hereof together with all such rights, powers and discretions as are reasonably identical thereto.
The Agent and the Banks shall not be obligated to perform or discharge any obligation or duty to be performed or discharged by the Borrower under the Lease, and the Borrower hereby agrees to indemnify the Agent and the Banks for, and to save harmless from, any and all liability arising from the Lease or from this Assignment. This Assignment shall not place responsibility for the control, care, management or repair of the Property upon the Agent or the Banks, or make the Agent or the Banks responsible or liable for any negligence in the management, operation, upkeep, repair or control of the Property resulting in the loss or injury or death to any lessee, licensee, employee or stranger, unless and until such time as the Agent shall take possession and control of the same pursuant hereto.
The Agent and the Banks. Section 9.01.
The Agent and the Banks. 26.1 Each Bank hereby appoints the Agent to act as its agent in connection with this Agreement and hereby acknowledges that the Intercreditor Agreement Agent, the International Collateral Agent and the US Collateral Agent will act as its trustee or, as the case may be, its agent in connection with the Security including pursuant to the Intercreditor Agreement, and authorises the Agent to exercise such rights, powers and discretions as are specifically delegated to it by the terms of this Agreement and the other Loan Documents together with all such rights, powers and discretions as are reasonably incidental thereto. Each Obligor shall be entitled to assume that the Agent and International Collateral Agent represent the Banks or the Majority Banks (as the case may be), and that all consents and notices given by such agent on their behalf are validly given.
The Agent and the Banks. (a APPOINTMENT AND AUTHORIZATION. Each Bank hereby irrevocably appoints and authorizes Agent to take such action on its behalf and to exercise such powers under the Loan Documents as are delegated to Agent by the terms thereof, together with such powers as are reasonably incidental thereto. With respect to its commitments hereunder and the Notes issued to it, Bank One and any successor Agent shall have the same rights under the Loan Documents as any other Bank and may exercise the same as though it were not the Agent; and the term "Bank" or "Banks" shall, unless otherwise expressly indicated, include Bank One and any successor Agent in its capacity as a Bank. Bank One and any successor Agent and its affiliates may accept deposits from, lend money to, act as trustee under indentures of and generally engage in any kind of business with Borrower, and any person which may do business with Borrower, all as if Bank One and any successor Agent were not Agent hereunder and without any duty to account therefor to the Banks. Each Bank shall disclose to all other Banks all indebtedness and liabilities, direct and contingent, of Borrower to Banks from time to time.
The Agent and the Banks and the Issuing Banks agree that the Company may, but shall not be obligated to, make any Borrower Communications to the Agent through an electronic platform chosen by the Agent to be its electronic transmission system (the “Approved Borrower Portal”).
The Agent and the Banks hereby acknowledge and agree that, notwithstanding the terms and provisions of the Guaranty, the Guarantors shall not guaranty or be liable for the principal portions of the Loan for which there has been a Satisfaction of Modified Release Conditions, provided that (1) the Guarantors continue to guaranty in full all Obligations with respect to portions of the Loan for which there has been a Satisfaction of Modified Release Conditions other than the principal amount outstanding of such portions of the Loan from time to time and (2) the Guarantors shall guaranty in full the principal portions of the Loan for which there has been a Satisfaction of Modified Release Conditions attributable to any MRC Investor who does not have a Rating, whose Rating is less than BBB- or whose Rating falls below BBB- after the Satisfaction of Modified Release Conditions attributable to such MRC Investor.
The Agent and the Banks. Thereupon, if the Agent shall request by written notice to the Borrower (after a determination has been made by the Required Banks that any such New Financing Agreement or Financing Agreement Amendment contains any provisions which either individually or in the aggregate are more favorable than one of the provisions set forth herein), the Borrower, the Agent and the Banks shall enter into an amendment to this Agreement providing for substantially the same such Additional Terms as those provided for in such New Financing Agreement or Financing Agreement Amendment, as the case may be, to the extent required and as may be selected by the Agent, such amendment to remain in effect, unless otherwise specified in writing by the Agent, for the entire duration of the stated term to maturity of such Financing (to and including the date to which the same may be extended at the Borrower's option), notwithstanding that such Financing might be earlier terminated by prepayment, refinancing, acceleration or otherwise; provided that if any such New Financing Agreement or the agreement, guarantee, indenture or other instrument amended by a Financing Agreement Amendment shall be modified, supplemented, amended or restated so as to modify, amend or eliminate therefrom any such Additional Term so made a part of this Agreement, then so long as there exists no Default or Event of Default, the Agent and the Banks shall, at the Borrower's request made within 90 days following the date on which such New Financing Agreement or the agreement, guarantee, indenture or other instrument amended by a Financing Agreement Amendment is so modified, supplemented, amended or restated, amend this Agreement to similarly modify, amend or eliminate such Additional Term so made a part of this Agreement, provided that in no event will the Banks and the Agent be required to (i) eliminate any Covenant, representation, warranty, default or event of default which was set forth in this Agreement on the Effective Date or added to this Agreement pursuant to an amendment to this Agreement entered into other than pursuant to this Section, or (ii) modify or amend any Covenant, representation, warranty, default or event of default which was set forth in this Agreement on the Effective Date or added to this Agreement pursuant to any amendment to this Agreement entered into other than pursuant to this Section in a manner such that such Covenant, representation, warranty, default or event of default is less favor...