Security Agent as trustee. (a) The Security Agent declares that it holds the Transaction Security on trust or the Secured Parties on the terms contained in this Agreement.
(b) Each of the Secured Parties authorises the Security Agent to perform the duties, obligations and responsibilities and to exercise the rights, powers, authorities and discretions specifically given to the Security Agent under or in connection with the Finance Documents together with any other incidental rights, powers, authorities and discretions.
Security Agent as trustee. (a) The Security Agent in its capacity as trustee or otherwise:
(i) shall not be liable for any failure, omission, or defect in perfecting the security constituted by any Security Document or any security created thereby;
(ii) may accept without enquiry such title as any Obligor may have to the property over which security is intended to be created by any Security Document.
(b) Save where the Security Agent holds a legal mortgage over, or over an interest in, real property or shares, the Security Agent in its capacity as trustee or otherwise shall not be under any obligation to hold any title deeds, Security Documents or any other documents in connection with the property charged by any Security Document or any other such security in its own possession or to take any steps to protect or preserve the same. The Security Agent may permit the relevant Obligor to retain all such title deeds and other documents in its possession.
(c) Save as otherwise provided in the Security Documents, all moneys which under the trusts herein or therein contained are received by the Security Agent in its capacity as trustee or otherwise may be invested in the name of or under the control of the Security Agent in any investment for the time being authorised by English law for the investment by trustees of trust money or in any other investments which may be selected by the Security Agent with the consent of the Majority Banks. Additionally, the same may be placed on deposit in the name of or under the control of the Security Agent at such bank or institution (including any Agent) and upon such terms as the Security Agent may think fit. Any and all such monies and all interest thereon shall be paid over to the Facility Agent forthwith upon demand by the Facility Agent.
(d) 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 the Security Documents as trustee or as otherwise provided (and whether or not expressly in the Finance Parties' names) on its behalf.
Security Agent as trustee. Each of the Lenders irrevocably appoints the Security Agent as trustee on its behalf with regard to (i) the security, powers, rights, titles, benefits and interests (both present and future) constituted by and conferred on the Lenders or any of them or for the benefit thereof under or pursuant to this Agreement, the Note or any of the Security Documents (including, without limitation, the benefit of all covenants, undertakings, representations, warranties and obligations given, made or undertaken to any Lender in the Agreement, the Note or any Security Document), (ii) all moneys, property and other assets paid or transferred to or vested in any Lender or any agent of any Lender or received or recovered by any Lender or any agent of any Lender pursuant to, or in connection with, this Agreement, the Note or the Security Documents whether from any Security Party or any other person and (iii) all money, investments, property and other assets at any time representing or deriving from any of the foregoing, including all interest, income and other sums at any time received or receivable by any Lender or any agent of any Lender in respect of the same (or any part thereof). The Security Agent hereby accepts such appointment.
Security Agent as trustee. The Secured Obligations shall be secured by the interests and rights granted in favour of the Security Agent as trustee for the Agents and the Lenders under the Security Documents and such interests and rights shall be held by the Security Agent upon trust for the benefit of the Secured Parties without any preference or priority amongst them as security for the Secured Obligations in accordance with the Security Trust Deed.
Security Agent as trustee. Notwithstanding that the Security Agent is entitled to remuneration, the Security Agent shall have all the rights, powers, privileges and immunities which gratuitous trustees have or may have in England and by way of supplement to the Trustee Xxx 0000 it is expressly declared as follows (provided nevertheless that nothing in any of the following provisions of this Clause 18.12 shall exempt the Security Agent from or indemnify it against any liability for breach of trust in any case in which the Security Agent has failed to show the degree of diligence and care required of it having regard to the provisions of this Agreement and the Security Documents or in the case of gross negligence or wilful misconduct of the Security Agent):-
(a) As between the Lenders and the Security Agent in relation to any of the provisions of any Security Document, or any agreement, matter or thing relating to the Borrower or any Secured Asset, the Security Agent may act on the opinion or advice of or any information obtained from any lawyer, accountant, architect, engineer, surveyor, broker, consultant, valuer, appraiser or other expert, whether obtained by the Security Agent or a Lender, and shall not be responsible for any loss occasioned by so acting provided the Security Agent acts in good faith.
(b) Any opinion, advice or information referred to in paragraph (a) may be sent or obtained by letter, telex message, facsimile transmission, cablegram, telephone or any other means. The Security Agent shall not be liable for acting on any opinion, advice or information purporting to be so conveyed although the same shall contain some error or shall not be authentic.
(c) The Security Agent may accept as sufficient evidence a certificate signed by any person believed by it (after due enquiry) to be a director or other responsible officer of any person as to any fact or matter upon which the Security Agent may require to be satisfied. The Security Agent shall be in no way responsible for any loss that may be occasioned by acting on any such certificate.
(d) The Security Agent shall not be liable for any failure, omission, or defect in perfecting any of the security given or created by or pursuant to the Security Documents including without prejudice to the generality of the foregoing (i) failure to obtain any licence, consent certificate or other authority for the execution, delivery, validity, legality, adequacy, performance, enforceability or admissibility in evidence of any Security...
Security Agent as trustee. (a) The Security Agent declares that it holds the Transaction Security on trust for the Finance Parties on the terms contained in this Agreement.
(b) Each Finance Party in relation to the Facility appoints the Security Agent to act as its trustee with respect to the Transaction Security Documents.
(c) Each of the Finance Parties in relation to the Facility authorises the Security Agent in respect of the Facility to sign the Transaction Security Documents for the Facility and to perform the duties, obligations and responsibilities and to exercise the rights, powers, authorities and discretions specifically given to the Security Agent under or in connection with the Finance Documents together with any other incidental rights, powers, authorities and discretions.
Security Agent as trustee. (a) The Security Agent declares that it holds the Transaction Security on trust for the Secured Parties on the terms contained in this Agreement. For the purpose of the Moroccan Pledge, the Security Agent is irrevocably appointed by the Secured Parties as their agent for the purpose of executing the Moroccan Pledge, and to register, manage and enforce the Moroccan Pledge on the terms of this clause 31.
(b) Each of the Facility Agent, the Collateral Management Agent, the Co-Ordinator, the Documentation Bank, the Arrangers and each Lender authorises the Security Agent to perform the duties, obligations and responsibilities and to exercise the rights, powers, authorities and discretions specifically given to the Security Agent under or in connection with the Finance Documents and any Multi-Party TPA Agreement together with any other incidental rights, powers, authorities and discretions.
Security Agent as trustee. (a) The Security Agent in its capacity as trustee or otherwise under the Debenture:-
(i) is not liable for any failure, omission or defect in perfecting or registering the security constituted or created by any Finance Document;
(ii) may accept without enquiry such title as the Company may have to any asset secured by the Debenture; and
(iii) is not under any obligation to hold any Finance Document or any other document in connection with the Finance Documents or the assets secured by any Finance Document (including title deeds) in its own possession or to take any steps to protect or preserve the same. The Security Agent may permit any member of the Group to retain any Finance Document or other document in its possession.
(b) Save as otherwise provided in the Finance Documents, all moneys which under the trusts contained in the Finance Documents are received by an Agent in its capacity as trustee or otherwise may be invested in the name of or under the control of that Agent in any investment authorised by English law for the investment by trustees of trust money or in any other investments which may be selected by that Agent. Additionally, the same may be placed on deposit in the name of or under the control of that Agent at such bank or institution (including that Agent) and upon such terms as that Agent may think fit.
Security Agent as trustee. (1) The Security Agent in its capacity as trustee or otherwise shall not be liable for any failure, omission, or defect in perfecting the security constituted by the Securities.
(2) The Security Agent in its capacity as trustee or otherwise may accept without enquiry such title as an Obligor may have to the property over which security is intended to be created by the Securities.
(3) Each Bank hereby confirms its approval of the Transaction Documents and any security created pursuant thereto and hereby authorises, empowers and directs the Security Agent (by itself or by such person(s) as it may nominate) to execute and enforce the same as trustee or as otherwise provided (and whether or not expressly in the Banks' names) on its behalf.
Security Agent as trustee. (a) The Security Agent declares that it holds all rights, title and interests in, to and under those Finance Documents to which it is a party and expressed to be a trustee (acting as trustee for the Finance Parties), and all proceeds of the enforcement of such Finance Documents, on trust for the Finance Parties from time to time. This trust shall remain in force even if the Security Agent (in whatever capacity) is at any time the sole Finance Party.
(b) The Security Agent, in its capacity as trustee or otherwise under any Finance Document or the Hermes Guarantee is not liable for any failure:
(i) to require the deposit with it of any Finance Document or the Hermes Guarantee or any other documents in connection with any Finance Document or the Hermes Guarantee;
(ii) in it holding any Finance Document or the Hermes Guarantee or any other documents in connection with any Finance Document or the Hermes Guarantee in its own possession or to take any steps to protect or preserve the same including permitting the Borrower to retain any such title deeds, any Finance Documents, the Hermes Guarantee or any other documents;
(iii) to obtain any licence, consent or other authority for the execution, delivery, validity, legality, adequacy, performance, enforceability or admissibility in evidence of any such Finance Document or the Hermes Guarantee;
(iv) to take or require the Borrower to take any step to render the Security created or purported to be created by or pursuant to any such Finance Document or the Hermes Guarantee effective or to secure the creation of any ancillary Security under the laws of any jurisdiction;
(v) to require any further assurances in relation to any such Finance Document or the Hermes Guarantee; or
(vi) to insure any asset or require any other person to maintain any such insurance or be responsible for any loss which may be suffered by any person as a result of the lack, or inadequacy or insufficiency, of any such insurance.
(c) The Security Agent may accept, without enquiry, any right or title the Borrower may (or may purport to) have to any asset which is the subject of any such Finance Document or the Hermes Guarantee and shall not be bound or concerned to investigate or make any enquiry into the right or title of the Borrower to any such asset or to require the Borrower to remedy any defect in its right or title to the same.
(d) Save as otherwise provided in the Finance Documents, all moneys, which under the trusts contained in any Financ...
