Capacity of Security Trustee Sample Clauses

Capacity of Security Trustee. (a) Security Trustee enters into and performs this document and the transactions it contemplates only as the trustee of the Security Trust, except where expressly stated otherwise. This applies also in respect of any past and future conduct (including omissions) relating to this document or those transactions. (b) Under and in connection with this document and those transactions and conduct: (i) Security Trustee’s liability (including for negligence) is limited to the extent it can be satisfied out of the assets of the Security Trust. Security Trustee need not pay any such liability out of other assets; and (ii) another party may only do the following with respect to Security Trustee (but any resulting liability remains subject to the limitations in this clause): (A) prove and participate in, and otherwise benefit from, any form of insolvency administration of Security Trustee but only with respect to Security Trust assets; (B) exercise rights, powers and remedies with respect to Security Trust assets, including set-off; (C) enforce its security (if any) and exercise contractual rights; and (D) bring any proceedings against Security Trustee seeking relief or orders that are not inconsistent with the limitations in this clause, and may not: (E) bring other proceedings against Security Trustee; (F) take any steps to have Security Trustee placed in any form of insolvency administration or to have a receiver or receiver and manager appointed; or (G) seek by any means (including set-off) to have a liability of Security Trustee to that party (including for negligence) satisfied out of any assets of Security Trustee other than Security Trust assets. (c) Clauses 1.6(a) and 1.6(b) apply despite any other provision in this document but do not apply with respect to any liability of Security Trustee to another party (including for negligence): (i) to the extent that Security Trustee has no right or power to have Security Trust assets applied towards satisfaction of that liability, or its right or power to do so is subject to a deduction, reduction, limit or requirement to make good, in either case because Security Trustee’s behaviour was beyond power or improper in relation to the Security Trust; or (ii) under any provision which expressly binds Security Trustee other than as trustee of the Security Trust (whether or not it also binds it as trustee of the Security Trust). (d) The limitation in clause 1.6(b)(i) is to be disregarded for the purposes (but only for the pu...
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Capacity of Security Trustee. The Security Trustee enters into this deed as security trustee under the Security Trust Deed. Clause 1.4 of the Security Trust Deed is incorporated in this deed as if set out in full.
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Capacity of Security Trustee. The Security Trustee enters into this document in its capacity as trustee under the Security Trust Deed and, notwithstanding anything in this document, each party to this document (other than the Security Trustee) acknowledges that any rights which it may have against the Security Trustee under or in respect of this document shall not be against the Security Trustee personally but against the Security Trustee solely in its capacity as trustee under the Security Trust Deed. Accordingly, the Security Trustee may not be called on or be liable to satisfy any such rights out of any of its personal assets (other than any right of indemnity in its capacity as trustee under the Security Trust Deed), and recourse (if any) against the Security Trustee shall be limited to the assets held by it in its capacity as trustee under the Security Trust Deed.
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Capacity of Security Trustee. (a) The Security Trustee enters into this agreement as trustee of the Security Trust established under the Security Trust Deed. (b) Clause 1.7 (Security Trustee’s limitation of liability) of the Security Trust Deed is incorporated in this agreement as if set out in full, mutatis mutandis. 2 Conditions precedent 2.1 Conditions precedent to Financial Close and Tranche One Financial Close will not occur, and a Lender is not obliged to provide its Commitment or its Pro Rata Share of the first Funding Portion under Tranche One until the Agent has received all of the following in form and of substance satisfactory to the Agent: (a) officer’s certificate: an officer’s certificate in the form of Schedule 4 given in respect of each Obligor and dated no more than [***] Business Days before the first Funding Date; (b) Finance Documents: originals of each of the following Finance Documents: (1) this agreement; (2) each Fee Letter; (3) each Account Bank Deed; (4) the Refinancing Deed; (5) each Security; (6) the Security Trust Deed; (7) each Tripartite Agreement; and (8) each Irrevocable Payment Direction, in each case duly executed by all parties to them other than the Finance Parties and, where applicable: (9) duly stamped or, if not duly stamped, evidence satisfactory to the Agent that they will be duly stamped; and (10) (if relevant) in registrable form together with all executed documents necessary to register them; (c) security perfection: evidence that each Security has been perfected in a manner satisfactory to the Agent (other than in respect of: (1) any registration that is customarily carried out by a Finance Party; and (2) any registrations of Security over any real property interests located in the US) which registrations must be carried out on or before the date which is [***] days after Financial Close in accordance with clause 8.18(c);
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Capacity of Security Trustee. Clause 1.6 of the Security Trust and Subordination Deed applies to this agreement as if set out in full.
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Capacity of Security Trustee. (a) The Security Trustee executes this deed only in its capacity as trustee of the Paradise Phosphate Security Trust and in no other capacity. (b) Any obligation or liability of whatever kind undertaken or incurred by, or devolving upon the Security Trustee under or in respect of this deed (Obligation) is incurred by the Security Trustee in its capacity as trustee of the Paradise Phosphate Security Trust and the Security Trustee will cease to have any such obligation or liability under this deed if it ceases for any reason to be the trustee of the Paradise Phosphate Security Trust. This limitation does not apply to any obligation or liability incurred by the Security Trustee which arises under this deed before it ceases to be the trustee of the Paradise Phosphate Security Trust and which does not become a liability of the new trustee under any applicable law. (c) The Security Trustee will not be liable to pay or satisfy any Obligation except out of the assets of the Paradise Phosphate Security Trust against which it is entitled to be indemnified in respect of any liability incurred by it as trustee of the Paradise Phosphate Security Trust. (d) A party or Beneficiary may enforce its rights against the Security Trustee arising from non-performance or breach of the Obligations only to the extent that the Security Trustee is entitled to be indemnified out of the assets of the Paradise Phosphate Security Trust. (e) If a party or Beneficiary does not recover under clauses 1.4(c) or 1.4(d) all money owing to it arising from non-performance or breach of the Obligations, it may not seek to recover the shortfall by: (1) bringing proceedings against the Security Trustee in its personal capacity; or (2) applying to have the Security Trustee wound up or proving in the winding up of the Security Trustee. (f) Nothing in this clause 1.4 limits the Security Trustee’s personal liability to the extent such liability results from the Security Trustee’s fraud, dishonesty, negligence, default or breach of trust or breach of duty.
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Related to Capacity of Security Trustee

  • Enforcement of Security On and at any time after the occurrence of an Event of Default which is continuing the Security Agent may, and shall if so directed by the Majority Lenders, take any action which, as a result of the Event of Default or any notice served under Clause 27.19 (Acceleration), the Security Agent is entitled to take under any Finance Document or any applicable law or regulation.

  • Protection of Security Interest With respect to the Collateral Portfolio acquired by the Borrower, the Borrower will (i) acquire such Collateral Portfolio pursuant to and in accordance with the terms of the Contribution Agreement, (ii) at the expense of the Servicer, on behalf of the Borrower take all action necessary to perfect, protect and more fully evidence the Borrower’s ownership of such Collateral Portfolio free and clear of any Lien other than the Lien created hereunder and Permitted Liens, including, without limitation, (a) with respect to the Loan Assets and that portion of the Collateral Portfolio in which a security interest may be perfected by filing, filing and maintaining (at the expense of the Servicer, on behalf of the Borrower) effective financing statements against the Transferor in all necessary or appropriate filing offices, (including any amendments thereto or assignments thereof) and filing continuation statements, amendments or assignments with respect thereto in such filing offices, (including any amendments thereto or assignments thereof) and (b) executing or causing to be executed such other instruments or notices as may be necessary or appropriate, (iii) at the expense of the Servicer, on behalf of the Borrower, take all action necessary to cause a valid, subsisting and enforceable first priority perfected security interest, subject only to Permitted Liens, to exist in favor of the Collateral Agent (for the benefit of the Secured Parties) in the Borrower’s interests in all of the Collateral Portfolio being Pledged hereunder including the filing of a UCC financing statement in the applicable jurisdiction adequately describing the Collateral Portfolio (which may include an “all asset” filing), and naming the Borrower as debtor and the Collateral Agent as the secured party, and filing continuation statements, amendments or assignments with respect thereto in such filing offices (including any amendments thereto or assignments thereof), (iv) permit the Administrative Agent or its agents or representatives to visit the offices of the Borrower during normal office hours and upon reasonable advance notice examine and make copies of all documents, books, records and other information concerning the Collateral Portfolio and discuss matters related thereto with any of the officers or employees of the Borrower having knowledge of such matters, and (v) take all additional action that the Administrative Agent or the Collateral Agent may reasonably request to perfect, protect and more fully evidence the respective first priority perfected security interests of the parties to this Agreement in the Collateral Portfolio, or to enable the Administrative Agent or the Collateral Agent to exercise or enforce any of their respective rights hereunder.

  • Rights of Secured Party Secured Party shall have the rights contained in this Section at all times during the period of time this Agreement is effective.

  • Confirmation of Security Borrower hereby confirms and agrees that all of the Security Instruments, as may be amended in accordance herewith, which presently secure the Indebtedness shall continue to secure, in the same manner and to the same extent provided therein, the payment and performance of the Indebtedness as described in the Credit Agreement as modified by this Amendment.

  • Protection of Security Each Grantor shall, at its own cost and expense, take any and all actions necessary to defend title to the Collateral against all persons and to defend the Security Interest of the Collateral Agent in the Collateral and the priority thereof against any Lien not expressly permitted pursuant to Section 6.02 of the Credit Agreement.

  • Priority of Security Interest Borrower represents, warrants, and covenants that the security interest granted herein is and shall at all times continue to be a first priority perfected security interest in the Collateral (subject only to Permitted Liens that are permitted pursuant to the terms of this Agreement to have superior priority to Bank’s Lien under this Agreement). If Borrower shall acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Bank.

  • Replacement of Securities If any certificate or instrument evidencing any Securities is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof (in the case of mutilation), or in lieu of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction. The applicant for a new certificate or instrument under such circumstances shall also pay any reasonable third-party costs (including customary indemnity) associated with the issuance of such replacement Securities.

  • Grant of Security As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Collateral Agent and the Noteholders, a continuing Lien on and security interest in, all of such Grantor’s right, title and interest in, to and under the following (the “Collateral”): (i) the Patents and Patent applications set forth in Schedule A hereto; (ii) the Trademark and service mark registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together with the goodwill symbolized thereby; (iii) all Copyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantor, including, without limitation, the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C hereto; (iv) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; (v) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue for and collect, or otherwise recover, such damages; and (vi) any and all Proceeds, including without limitation Cash and Noncash Proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations relating to, any and all of the collateral of or arising from any of the foregoing.

  • Perfection of Security Each Obligor shall have duly authorized, executed, acknowledged, delivered, filed, registered and recorded such security agreements, notices, financing statements, memoranda of intellectual property security interests and other instruments as the Agent may have reasonably requested in order to perfect the Liens purported or required pursuant to the Credit Documents to be created in the Credit Security and shall have paid all filing or recording fees or taxes required to be paid in connection therewith, including any recording, mortgage, documentary, transfer or intangible taxes.

  • Termination of Security Interest Upon the payment in full of all Obligations, the security interest granted herein shall terminate and all rights to the Collateral shall revert to Debtor. Upon such termination, Secured Party hereby authorizes Debtor to file any UCC termination statements necessary to effect such termination and Secured Party will execute and deliver to Debtor any additional documents or instruments as Debtor shall reasonably request to evidence such termination.

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