Australian Security Trustee. (a) Each of the Secured Parties hereby irrevocably appoints the Australian Security Trustee as its security trustee, and authorizes the Australian Security Trustee to take such actions on its behalf, including execution of the other Loan Documents, as applicable, and to exercise such powers as are delegated to the Australian Security Trustee by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. All of the Secured Parties (other than the Administrative Agent and the Collateral Agent to the extent provided herein) agree and acknowledge that they will take no action in respect of the Australian Security Agreements (including communicating with the Borrowers) except through the Australian Security Trustee. The express powers granted to the Australian Security Trustee are in addition to any other power or rights it has under any other law. In relation to anything the Australian Security Trustee does or omits to do, a Borrower need not enquire (i) whether the Australian Security Trustee needed to consult with or has consulted with the Lenders, (ii) whether any Lender has instructed the Australian Security Trustee, or (iii) about the terms of any instructions. As between the Australian Security Trustee and any Borrower, all action the Australian Security Trustee as security trustee for the Lenders is taken to be authorized unless such Borrower has actual notice to the contrary.
Australian Security Trustee. (a) In this Agreement, any rights and remedies exercisable by, any documents to be delivered to, or any other indemnities or obligations in favor of Agent shall be, as the case may be, exercisable by, delivered to, or be indemnities or other obligations in favor of Agent (or any other Person acting in such capacity) in its capacity as Australian Security Trustee to the extent that the rights, remedies, deliveries, indemnities or other obligations relate to the Australian Security Documents or the security thereby created. Any obligations of Agent (or any other Person acting in such capacity) in this Agreement shall be obligations of Agent in its capacity as Australian Security Trustee to the extent that the obligations relate to any Australian Security Document or the security thereby created. Additionally, in its capacity as Australian Security Trustee, Agent (or any other Person acting in such capacity) shall have:
Australian Security Trustee. (a) Each of the Administrative Agent, the Lenders, the Hedge Parties and the Cash Management Banks appoint the Australian Security Trustee to act as security trustee under and in connection with the Secured Credit Documents (as defined in the Australian Security Trust Deed) and this Agreement. The Australian Security Trustee accepts this appointment.
Australian Security Trustee. (a) This Section 8.10 (including any non-contractual arrangements arising out of or in connection with it) shall be governed by the laws of New South Wales, Australia and applies in relation to any Australian Security Document as set out in this Section 8.10. This Section 8.10 is executed as a deed poll in favor of the Australian Security Trustee and the Secured Parties from time to time.
Australian Security Trustee. On or before the Australian Borrower Activation Date:
Australian Security Trustee. Solely in connection with the Loan Documents that are governed by Australian law and solely insofar as the Collateral Agent is acting as Australian Security Trustee in respect thereof: 218
Australian Security Trustee. 218 SCHEDULES: Schedule 1.01(a) — Excluded Subsidiaries Schedule 2.01 — Commitments Schedule 3.05 — Closing Date Material Real Property Schedule 4.2 — Organizational and Capital Structure Schedule 3.12 — Subsidiaries Schedule 5.17 — Certain Post-Closing Obligations Schedule 6.01 — Existing Indebtedness Schedule 6.02 — Existing Liens Schedule 6.04(g) — Existing Investments Schedule 6.07 — Existing Restrictions Schedule 6.09 — Existing Affiliate Transactions Schedule 6.11 — Subsidiary Distributions Restrictions EXHIBITS: Exhibit A — Form of Acceptance and Prepayment Notice Exhibit B — Form of Assignment and Assumption Exhibit C — Form of Borrowing Request Exhibit D — Collateral Agreements Exhibit E — Form of Discount Range Prepayment Notice Exhibit F — Form of Discount Range Prepayment Offer Exhibit G — Form of ABL Intercreditor Agreement Exhibit H — Form of Guarantee Agreement Exhibit I — Form of Interest Election Request Exhibit J — Form of Compliance Certificate Exhibit K — Competitors Exhibit L — Form of Solicited Discounted Prepayment Notice Exhibit M — Form of Solicited Discounted Prepayment Offer Exhibit N — Form of Specified Discount Prepayment Notice Exhibit O — Form of Specified Discount Prepayment Response Exhibit P — Form of Notice of Prepayment Exhibit R — Form of Closing Certificate Exhibit S — Form of Intercompany Note Exhibit T — Form of Affiliated Lender Assignment and Assumption Exhibit U Exhibit V — — Agreed Security Principles Form of Blocked Borrower Release Certificate Exhibit W — Form of Intercompany Intercreditor Agreement FIRST LIEN TERM LOAN CREDIT AGREEMENT dated as of September 22, 2017 (this “Agreement”), among TRONOX LIMITED (ACN 153 348 111), an Australian public limited company incorporated in the Commonwealth of Australia (“HoldingsTronox Limited”), TRONOX FINANCE LLC, a Delaware limited liability company (the “Borrower”), TRONOX BLOCKED BORROWER LLC, a Delaware limited liability company (the “Blocked Borrower”), the LENDERS from time to time party hereto and BANK OF AMERICA, N.A., as Administrative Agent and as Collateral Agent.
Australian Security Trustee. Within 60 days following the Closing Date, the Company will use its best efforts to replace Barclays Bank PLC, as Australian Security Trustee, with an alternative Australian Security Trustee reasonably acceptable to the Administrative Agent.
Australian Security Trustee
