Security Agent. (a) The Security Agent shall hold the security constituted by the Security Documents on trust or to the extent required by any applicable local law as agent for the Finance Parties or in its own name in accordance with the Senior Finance Documents and subject to the terms of the Priority Agreement. (b) The Security Agent shall not be liable for any failure, omission, or defect in registering, protecting or perfecting the security constituted by any Security Document or any security created thereby. (c) The Security Agent has no obligation to enquire into or check the title which any Obligor may have to any property over which security is intended to be created by any Security Documents or to insure any such property. (d) Save where the Security Agent holds a legal mortgage (or equivalent security) over, or over an interest in, real property or shares, the Security Agent is not 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, any bank providing safe custody services or any professional adviser of the Security Agent to retain all such title deeds, Security Documents and other documents in its possession. (e) All amounts received by the Security Agent under the Senior Finance Documents may be: (i) invested 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 Lenders; or (ii) placed on deposit at such bank or institution (including any Agent or Lender) 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. (f) Each Finance Party confirms its approval of the Security Documents and authorises 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 agent or in its own name) or as otherwise provided (and whether or not expressly in the Lenders’ names) on its behalf.
Appears in 3 contracts
Samples: Senior Credit Facility (Smurfit Kappa Funding PLC), Senior Credit Facility (Smurfit Kappa Acquisitions), Senior Credit Facility Agreement (JSG Funding PLC)
Security Agent. (a) The Security Agent shall hold the security constituted by the Security Documents on trust or to the extent required by any applicable local law as agent for the Finance Parties or in its own name in accordance with the Senior Finance Documents and subject to the terms of the Priority AgreementDocuments.
(b) The Security Agent shall not be liable for any failure, omission, or defect in registering, protecting or perfecting the security constituted by any Security Document or any security created thereby.
(c) The Security Agent has no obligation to enquire into or check the title which any Obligor may have to any property over which security is intended to be created by any Security Documents or to insure any such property or the interests of the Finance Parties in that property.
(d) Save where the Security Agent holds a legal mortgage (or equivalent security) over, or over an interest in, real property or shares, the The Security Agent is not 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, any bank providing safe custody services or any professional adviser of the Security Agent to retain all such title deeds, Security Documents and other documents in its possession.
(e) All amounts received by the Security Agent under the Senior Finance Documents may be:
(i) invested 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 Lenders; or
(ii) placed on deposit at such bank or institution (including any Agent or Lender) 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.
(f) Each Finance Party confirms its approval of the Security Documents and authorises 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 agent or in its own nameagent) or as otherwise provided (and whether or not expressly in the Lenders’ names) on its behalf.
Appears in 2 contracts
Samples: Senior Credit Agreement (Kabel Deutschland Vertrieb Und Service GmbH & Co. KG), Senior Credit Agreement (Kabel Deutschland GmbH)
Security Agent. (a) The Security Agent shall hold the security constituted by the Security Documents on trust or to the extent required by any applicable local law as agent for the Finance Parties or in its own name in accordance with the Senior Finance Documents and subject to the terms of the Priority AgreementDocuments.
(b) The Security Agent shall not be liable for any failure, omission, or defect in registering, protecting or perfecting the security constituted by any Security Document or any security created thereby.
(c) The Security Agent has no obligation to enquire into or check the title which any Obligor may have to any property over which security is intended to be created by any Security Documents or to insure any such propertyDocuments.
(d) Save where the Security Agent holds a legal mortgage (or equivalent security) over, or over an interest in, real property or shares, the The Security Agent is not under any obligation to hold any title deeds, Security Documents Documents, share certificates 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, any bank providing safe custody services or any professional adviser of the Security Agent to retain all such title deeds, Security Documents Documents, share certificates and other documents in its possession.
(e) All amounts received by the Security Agent under the Senior Finance Documents may be:
(i) invested 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 Lenders; or
(ii) placed on deposit at such bank or institution (including any Agent or Lender) 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.
(f) Each Finance Party other than the Facility Agent confirms its approval of the Security Documents and authorises 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 agent or in its own nameagent) or as otherwise provided (and whether or not expressly in the Lenders’ names) on its behalf.
(g) The Security Agent shall not be required to direct that any amounts be paid directly to it with respect to or under any asset subject to the Security Interests, unless the Security Agent so agrees in its discretion.
(h) The Security Agent shall not be under any obligation to insure any part of the property subject to the Security Interests, to require any other person to maintain any insurance. The Security Agent shall not be responsible for any loss which may be suffered by any person as a result of the lack of or inadequacy of any insurance.
(i) The Security Agent shall not accept responsibility or be liable for any shortfall which arises on the enforcement of security and shall not have any responsibility as regards any deficiency or additional payment which might arise because the Security Agent is subject to any tax in respect of any part of the security or income therefrom or proceeds thereof.
(j) The Security Agent shall not accept responsibility or be liable for any decline in the value or a loss realised upon sale or other disposition made pursuant to any of the Finance Documents of all or any part of the property subject to the security.
(k) The Security Agent shall not be liable to account to any Finance Party or any other person for anything except sums actually received by the Security Agent and any sums so received by the Security Agent shall, subject to the Security Agent’s rights to indemnity and other rights under this Agreement, be paid to the Facility Agent.
Appears in 1 contract
Samples: Mezzanine Facility Agreement (Concordia Bus Nordic AB)
Security Agent. (a) The Without prejudice to Clauses 21.6 (Responsibility for documentation) or 21.8 (Exoneration), the Security Agent shall hold the security constituted by in its capacity as trustee, agent or mandataire (as appropriate) under any of the Security Documents on trust or to the extent required by any applicable local law as agent for the Finance Parties or in its own name in accordance with the Senior Finance Documents and subject to the terms of the Priority Agreement.
(b) The Security Agent otherwise shall not be liable (unless directly caused by its gross negligence or wilful misconduct) for any failure, omission, or defect in registering, protecting or perfecting the security constituted by any Security Document or any security created therebythereby including, without limitation, any failure to (i) register the same in accordance with the provisions of any of the documents of title of the relevant Obligor to any of the property thereby charged, (ii) make any recordings or filings in connection therewith, (iii) effect or procure registration of or otherwise protect the security created by or pursuant to the Security Documents under any registration laws in any jurisdiction, (iv) give notice to any person of the execution of any of the Security Documents or to obtain any licence, consent or other authority for the creation of any security.
(cb) The Security Agent has no obligation to enquire into or check the may accept without enquiry such title which as any Obligor may have to any the property over which security is intended to be created by any Security Documents or to insure any such propertyDocument.
(dc) Save where the Security Agent holds a legal mortgage (or equivalent security) over, or over an interest in, real estate property or shares, the Security Agent is in its capacity as trustee, agent or mandataire (as appropriate) 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 Documents 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, any bank providing safe custody services or any professional adviser of the Security Agent to retain all such title deeds, Security Documents and other documents in its possession.
(ed) All amounts Save as otherwise provided in the Security Documents, all moneys which are received by the Security Agent in its capacity as trustee, agent or mandataire (as appropriate) or otherwise may be invested in the name of or under the Senior Finance Documents may be:
(i) invested 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 Lenders; or
(ii) 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 or LenderAgent) 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.
(fe) Each Finance Party hereby confirms its approval of the Security Documents and authorises any security created or to be created pursuant thereto and hereby authorises, empowers and directs the 101 Security Agent (by itself or by such person(s) as it may nominate) to execute and enforce the same as trustee (or trustee, agent or in its own namemandataire (as appropriate) or as otherwise provided (and whether or not expressly in the Lenders’ namesFinance Party's name) on its behalf, subject always to the terms of this Agreement and the Security Documents.
(f) Clauses 21.4 (Majority Banks' instructions), 21.5 (Delegation), 21.6 (Responsibility for documentation), 21.7 (Default), 21.8 (Exoneration), 21.9 (Reliance), 21.12 (The Facility Agent and the Mandated Lead Arrangers individually), 21.13 (Indemnities), 21.14 (Compliance) and 21.15 (Resignation of the Facility Agent) will apply to the Security Agent as if the words "the Facility Agent" in those Clauses referred (in addition) to the Security Agent.
(g) If there is any conflict between the provisions of this Agreement and any Security Document with regard to instructions to or matters affecting the Security Agent, this Agreement will prevail.
(h) Each Party (other than the Security Agent) irrevocably authorises the Security Agent, with the consent of the Obligors' Agent, to execute on its behalf any documentation which the Security Agent considers appropriate in order for any Bank to become a party to, or to benefit from, any Finance Document.
Appears in 1 contract
Samples: Credit Agreement (Vivendi Universal)
Security Agent. (a) The Without prejudice to Clauses 22.6 (Responsibility for documentation) or 22.8 (Exoneration), the Security Agent shall hold the security constituted by in its capacity as trustee, agent or mandataire (as appropriate) under any of the Security Documents on trust or to the extent required by any applicable local law as agent for the Finance Parties or in its own name in accordance with the Senior Finance Documents and subject to the terms of the Priority Agreement.
(b) The Security Agent otherwise shall not be liable (unless directly caused by its gross negligence or wilful misconduct) for any failure, omission, or defect in registering, protecting or perfecting the security constituted by any Security Document or any security created therebythereby including, without limitation, any failure to (i) register the same in accordance with the provisions of any of the documents of title of the relevant Obligor to any of the property thereby charged, (ii) make any recordings or filings in connection therewith, (iii) effect or procure registration of or otherwise protect the security created by or pursuant to the Security Documents under any registration laws in any jurisdiction, (iv) give notice to any person of the execution of any of the Security Documents or to obtain any licence, consent or other authority for the creation of any security.
(cb) The Security Agent has no obligation to enquire into or check the may accept without enquiry such title which as any Obligor may have to any the property over which security is intended to be created by any Security Documents or to insure any such propertyDocument.
(dc) Save where the Security Agent holds a legal mortgage (or equivalent security) over, or over an interest in, real estate property or shares, the Security Agent is in its capacity as trustee, agent or mandataire (as appropriate) 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 Documents 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, any bank providing safe custody services or any professional adviser of the Security Agent to retain all such title deeds, Security Documents and other documents in its possession.
(ed) All amounts Save as otherwise provided in the Security Documents, all moneys which are received by the Security Agent in its capacity as trustee, agent or mandataire (as appropriate) or otherwise may be invested in the name of or under the Senior Finance Documents may be:
(i) invested 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 Lenders; or
(ii) . 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 or LenderAgent) 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.
(fe) Each Finance Party hereby confirms its approval of the Security Documents and authorises any security created or to be created pursuant thereto and hereby authorises, empowers and directs the Security Agent (by itself or of by such person(s) as it may nominate) to execute and enforce the same as trustee (or trustee, agent or in its own namemandataire (as appropriate) or as otherwise provided (and whether or not expressly in the Lenders’ namesFinance Party's name) on its behalf, subject always to the terms of this Agreement and the Security Documents.
Appears in 1 contract
Security Agent. (a) 16.1 The Security Agent shall hold the security constituted by the Security Documents on trust or to the extent required by any applicable local law as agent for the Finance Parties or in its own name Secured Creditors in accordance with the Senior Finance Documents, the Bridge Finance Documents and subject to the terms of the Priority AgreementNotes Finance Documents.
(b) 16.2 The Security Agent shall not be liable for any failure, omission, or defect in registering, protecting or perfecting the security constituted by any Security Document or any security created thereby.
(c) 16.3 The Security Agent has no obligation to enquire into or check the title which any Obligor may have to any property over which security is intended to be created by any Security Documents Document or to insure any such property or the interests of the Secured Creditors in that property.
(d) Save where the Security Agent holds a legal mortgage (or equivalent security) over, or over an interest in, real property or shares, the 16.4 The Security Agent is not 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, any bank providing safe custody services or any professional adviser of the Security Agent to retain all such title deeds, Security Documents and other documents in its possession.
(e) 16.5 All amounts received by the Security Agent under the Senior Finance Documents, the Bridge Finance Documents or the Notes Finance Documents may be:
(ia) invested 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 LendersSenior Creditors (or, after the Senior Discharge Date, the Majority Bridge Creditors or, after the Senior Discharge Date and Bridge Discharge Date, the Notes Trustee); or
(iib) placed on deposit at such bank or institution (including any Agent or Lenderother Secured Creditor) 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 Senior Agent forthwith upon demand by the Facility Senior Agent.
(f) 16.6 Each Finance Party Secured Creditor confirms its approval of the Security Documents and authorises 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 agent or in its own nameagent) or as otherwise provided (and whether or not expressly in the Lenders’ namesnames of the Secured Creditors) on its behalf.
Appears in 1 contract