Effectiveness of Security. 12.1 Except with the Trustee’s prior written consent or as permitted under the Restated Agreement, no right, title or interest in relation to this Assignment shall be capable of assignment or other disposal and the Assignor shall not assign or dispose of or create, grant or permit to exist any security interest over this Assignment.
12.2 The security created by this Assignment and the Collateral Rights shall be cumulative, in addition to and independent of every other security which the Trustee may at any time hold for the Secured Obligations or any rights, powers and remedies provided by law. No prior security held by the Trustee over the whole or any part of the Assigned Property shall merge into the security constituted by this Assignment.
12.3 This Assignment shall remain in full force and effect as a continuing security for the Secured Obligations unless and until the Trustee discharges it.
12.4 Upon the Secured Obligations being discharged in full and the Trustee and the Secured Parties having no further actual or contingent obligations under the Finance Documents to make advances or provide other financial accommodation, the Trustee shall, at the request and cost of the Assignor, cancel all the security granted by this Assignment and re-assign to the Assignor all the property assigned by this Assignment without recourse to, and without any representations or warranties by, the Trustee.
12.5 No failure on the part of the Trustee to exercise, or delay on its part in exercising, any Collateral Right shall operate as a waiver, nor shall any single or partial exercise of a Collateral Right prevent any further or other exercise of that or any other Collateral Right.
12.6 If, at any time, any provision of this Assignment is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, the legality, validity or enforceability of (a) the remaining provisions of this Assignment and (b) such provision under the law of any other jurisdiction shall not in any way be affected or impaired thereby.
12.7 None of the Trustee, or any delegate, agent, attorney or co-trustee appointed by the Trustee, or any receiver appointed pursuant to this Assignment shall be liable by reason of (a) taking any action permitted by this Assignment, (b) any neglect or default in connection with the Assigned Property or (c) the taking possession or realisation of all or any part of the Assigned Property, except in the case of gross negligence or wilful de...
Effectiveness of Security. 10.1 This Charge Agreement shall be in addition to and shall be independent of every other security which you may at any time hold for any of the Obligations. No prior security held by you over the whole or any part of the Charged Portfolio shall merge in the security hereby constituted.
10.2 Nothing contained in this Charge Agreement is intended to, or shall operate so as to, prejudice or affect any xxxx, note, guarantee, mortgage, pledge, charge or other security of any kind whatsoever which you may have for the Obligations or any of them or any right, remedy or privilege of yours thereunder.
Effectiveness of Security. Any Security Document entered into by any member of the Group is not or ceases to be effective or is alleged by any such person to be ineffective for any reason.
Effectiveness of Security. (a) Clauses limiting the liability of a beneficiary of a security interest in respect of an improper enforcement of security may not be enforceable.
(b) The enforcement of any security interest (including any guarantee) in the Transaction Documents in an abusive manner may trigger the liability of the person enforcing the security interest or may allow the provider of the security interest to successfully challenge such abusive enforcement.
(c) The Luxembourg Pledge Agreement provides that the pledge may be enforced by selling the pledged assets in a private transaction at normal commercial terms (conditions commerciales normales) for a cash or non-cash consideration. The Financial Collateral Law contains no provision on the type of consideration which should be obtained for the pledged assets nor on the moment of payment. Legal writing supports the view that the pledged assets could be sold for a non-cash consideration (to the extent that the purchase price is however expressed in monetary terms) and with the consideration to be paid on a deferred basis, but it cannot be excluded that a judge may find otherwise in which case the discharge of the Secured Obligations would arguably need to take place at the moment of the sale rather than at the moment of the receipt of the consideration and require a valuation of the non- cash consideration.
(d) Only the managers of the Luxembourg Obligor and any person(s) to whom they have delegated such power are entitled as a matter of law to file documents with the RCS. The Luxembourg Share Pledge Agreement provides for such delegation, failing which the Collateral Agent would not be entitled to file any documents (such as the resolution revoking the managers and appointing new ones) with the RCS. There remains however an uncertainty whether the RCS will accept such a delegation.
(e) Pursuant to the Luxembourg law dated 23 December 1998 on the monetary statute and the Banque Centrale du Luxembourg, the claims of the Banque Centrale du Luxembourg, of the European Central Bank and of any other national central bank which is part of the European System of Central Banks, arising from operations in the framework of common monetary and exchange policies, have a preferred rank by operation of law on all assets held by their debtor, either with the Banque Centrale du Luxembourg, or with a securities clearing system or any other counterparty in Luxembourg. Such claims have the same rank as the preferred claims of a secured party...
Effectiveness of Security. The Pledge shall be a first ranking continuing security and shall not be considered as satisfied or discharged or prejudiced by any intermediate payment or by the settlement of any part of the Secured Obligations and shall remain in full force and effect until it has been released in accordance with the terms of this Agreement.
Effectiveness of Security. 6.1 The security created by or pursuant to this Security Agreement is a continuing security and will extend to the ultimate balance of the Relevant Liabilities notwithstanding your death, bankruptcy, liquidation, winding-up, dissolution, incapacity, or (if you are a limited company or partnership any change in constitution or partners), or our receipt of notice of any such occurrence, any intermediate payment or discharge in whole or in part, or any settlement of account or other matter whatsoever.
6.2 This Security Agreement shall continue notwithstanding any settlement of account or other matter whatsoever and is in addition to and shall not merge with or otherwise prejudice or affect any contractual or other right or remedy, and may be enforced notwithstanding the security created by any deposit of documents or any guarantee, indemnity, assurance, lien, pledge, xxxx, note, mortgage, charge, debenture, or other security, right, power or remedy (whether created by the deposit of documents or otherwise) now or hereafter held by or available to us or any of our rights, powers or remedies in respect of the same, and shall not be in any way prejudiced or affected thereby or by the invalidity thereof or by us now or hereafter dealing with, exchanging, releasing, varying or sustaining from perfecting or enforcing any of the same or any rights which we may be now or hereafter dealing with, exchanging, releasing, varying or abstaining from perfecting or enforcing any of the same or any rights which we may now or hereafter have or giving time for payment or indulgence or compounding with any other person liable and nothing herein shall restrict the operation of any general lien, statutory right of set-off or other rights, powers or remedies whatsoever which we may have, whether by law or equity (whether under legislation or otherwise).
6.3 The security constituted by or pursuant to this Security Agreement shall not be determined, affected or prejudiced by the death, bankruptcy or insanity of you or of any one or more of the persons constituting yourself or by any change in the constitution of any partnership or other change affecting the persons constituting yourself or (where you are a company or corporation), by any amalgamation, reorganisation, reconstruction or merger involving such company or corporation.
6.4 No failure or delay by us in exercising any right, power, privilege, or remedy shall operate as a waiver thereof nor shall any single or any partial exe...
Effectiveness of Security. (a) This Deposit Agreement shall be in addition to and shall be independent of every other security which the bank may at any time hold for any of the Obligations. No prior security held by the bank over the whole or any part of the Assets shall merge in the security hereby constituted.
(b) This Deposit Agreement shall remain in full force and effect as a continuing security unless and until the Bank discharges it.
(c) Nothing in this Deposit Agreement is intended to, or shall operate so as to, prejudice or affect any xxxx, note, guarantee, mortgage, pledge, charge or other security of any kind whatsoever which the Bank may have for the Obligations or any of them or any right, remedy or privilege of the Bank’s thereunder.
Effectiveness of Security. 14.1 The Security shall be a continuing security for the Secured Obligations and shall not be considered as satisfied or discharged by any intermediate payment or settlement of the whole or any part of the Secured Obligations or any other matter or thing whatsoever.
14.2 Any release or discharge of the Security or of any of the Secured Obligations shall not release or discharge the Company from any liability to the Bank for the same or any other moneys which may exist independently of this Deed of Charge.
14.3 The Security shall be in addition to and independent of any other security which the Bank may now or at any time in the future hold or take (whether from the Company or any other person) for or in respect of the Secured Obligations or any of them or any other obligations whatsoever and:
(A) shall not operate so as in any way to prejudice, determine, affect or merge in or with any such other security; and
(B) shall not be prejudiced, determined or affected by any such other security or by any release, reassignment or discharge thereof. The Company confirms that it is not relying on or expecting the Bank to obtain and/or enforce any such security.
14.4 Any waiver, consent or approval given by the Bank in relation to this Deed of Charge shall only be effective if given in writing and then only for the purpose and upon any terms and conditions on which it is given.
14.5 Neither the Security nor any remedy of the Bank in respect thereof shall be prejudiced by:
(A) any time or indulgence granted to the Company or any other person; or
(B) any delay or abstention by the Bank in perfecting or enforcing any remedies, securities, guarantees or rights it may now or in the future have from or against the Company or any other person; or
(C) any waiver, release, variation, act, omission, forbearance, unenforceability, indulgence or invalidity of or relating to any such remedy, security, guarantee or right; or
(D) any other act or thing whatsoever which, but for this clause 14.5, would or might prejudice the Security or the right of the Bank to any such remedy except for a reassignment, release or discharge in accordance with the provisions of clause 19.
14.6 The Bank may choose when, where, how and how often to exercise each of its rights, powers and remedies as provided by this Deed of Charge or by law. No failure on the part of the Bank to exercise, or any delay on its part in exercising, any such right, power or remedy shall impair the same or operate or be cons...
Effectiveness of Security. Subject to the Legal Reservations, the General Security Agreement, once executed and delivered, ceases to be in full force and effect or ceases to be effective to create the Encumbrance or to provide the priority of security purported to be created thereunder and an equivalent Encumbrance is not effected within sixty (60) days of such event.
Effectiveness of Security. The Debenture or the Additional Pledge Agreement do not create, or at any time, any Security Interest created by the Debenture or the Additional Pledge Agreement ceases to be, a valid and perfected first priority Security Interest in the Collateral covered thereby, or granting the PARI PASSU priority rights of the Additional Collateral, other than in the Security Interest Sharing Agreement or is otherwise ineffective or any party thereto (other than the Lender) shall so assert in writing.
