Protection of Security Trustee Clause Samples

The Protection of Security Trustee clause defines the rights, immunities, and protections afforded to the security trustee in a financing arrangement. Typically, this clause limits the liability of the security trustee, clarifies that the trustee acts on behalf of the secured parties, and may specify that the trustee is not responsible for actions taken in good faith or for losses not caused by its own gross negligence or willful misconduct. Its core practical function is to ensure that the security trustee can perform its duties without undue risk of personal liability, thereby facilitating the smooth administration and enforcement of security interests for the benefit of all secured parties.
Protection of Security Trustee. By way of supplement to the provisions of any law for the time being relating to trustees, it is expressly declared and agreed as follows: (a) the recitals contained herein, shall be taken as the statements of the Guarantors, and the Security Trustee shall not be liable for or assume any responsibility for their correctness; (b) the Security Trustee makes no representations as to, and shall not be liable for, the validity or sufficiency of this Guarantee; (c) nothing herein contained shall impose any obligation on the Security Trustee to see or to require evidence of registration or filing (or renewals thereof) of this Guarantee or any instrument ancillary or supplemental hereto; (d) the Security Trustee shall not be bound to give any notice of the execution hereof; (e) the Security Trustee shall not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of a Guarantor of any of the covenants herein contained or of any act of the agents or servants of a Guarantor; and (f) the Guarantors shall indemnify the Security Trustee (including its directors, officers, employees, representatives and agents) for, and hold it harmless against, any claim, demand, suit, loss, liability or expense (including any and all reasonable legal and adviser fees and disbursements) incurred without gross negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. This indemnity will survive the termination (including any partial termination with respect to a Guarantor) or discharge of this Guarantee and the resignation or removal of the Security Trustee.
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Protection of Security Trustee. The benefits conferred on the Agent pursuant to this Article 12 regarding rights to indemnification and the exercise of its rights, powers, authorizations, discretions, duties and responsibilities pursuant to this Agreement and any other Loan Document and also pursuant to Article 14 shall also be conferred, where appropriate, on the Security Trustee in relation to this Agreement and the Security Documents and references to Agent in this Article 12 and Article 14 shall be read and construed as references to the Agent and/or the Security Trustee accordingly. ARTICLE 13
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Protection of Security Trustee. By way of supplement to the provisions of any law for the time being relating to trustees, it is expressly declared and agreed as follows: (a) the Security Trustee will not be liable for or by reason of any statements of facts or recitals in this Agreement (except the representation contained in Section 7.5 below) or required to verify the same, but all such statements or recitals are deemed to be made by Westaim; (b) nothing herein contained will impose any obligation upon the Security Trustee to see or to require evidence of registration or filing (or renewals thereof) of this Agreement or any instrument ancillary or supplemental hereto; (c) the Security Trustee will not be bound to give any notice of the execution hereof; and (d) the Security Trustee will not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of Westaim of any of the covenants herein contained or of any act of the agents or servants of Westaim.
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Protection of Security Trustee. By way of supplement to the provisions of any law for the time being relating to trustees, it is expressly declared and agreed as follows: (a) the Security Trustee will not be liable for or by reason of any statements of facts or recitals in this Agreement (except the representation contained in Section 7.5 below) or required to verify the same, but all such statements or recitals are deemed to be made by Westaim; (b) nothing herein contained will impose any obligation upon the Security Trustee to see or to require evidence of registration or filing (or renewals thereof) of this Agreement or any instrument ancillary or supplemental hereto; (c) the Security Trustee will not be bound to give any notice of the execution hereof; and (d) the Security Trustee will not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of Westaim of any of the covenants herein contained or of any act of the agents or servants of Westaim.
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Related to Protection of Security Trustee

  • 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.

  • 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.

  • Enforcement of Security On and at any time after the occurrence of an Event of Default 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 25.20 (Acceleration), the Security Agent is entitled to take under any Finance Document or any applicable law or regulation.

  • 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.

  • Preservation of Security 6.1. It is hereby agreed and declared that: 6.1.1. the security created by this Charge shall be held by the Chargee as a continuing security for the payment and discharge of the Secured Obligations and the security so created shall not be satisfied by any intermediate payment or satisfaction of any part of the Secured Obligations; 6.1.2. the security created by this Charge is in addition to and independent of and shall not prejudice or merge with any other security (or any right of set-off) which the Chargee may hold at any time for the Secured Obligations or any of them; 6.1.3. the Chargee shall not be bound to seek to recover any amounts due from the Chargor or any other person, exercise any rights against the Chargor or any other person or enforce any other security before enforcing the security created by this Charge; 6.1.4. no delay or omission on the part of the Chargee in exercising any right, power or remedy under this Charge shall impair such right, power or remedy or be construed as a waiver thereof nor shall any single or partial exercise of any such right, power or remedy preclude any further exercise thereof or the exercise of any other right, power or remedy. The rights, powers and remedies herein provided are cumulative and not exclusive of any rights, powers and remedies provided by law and may be exercised from time to time and as often as the Chargee may deem expedient; and 6.1.5. any waiver by the Chargee of any terms of this Charge shall only be effective if given in writing and then only against the Chargee and for the purpose and upon the terms for which it is given. 6.2. Where any discharge is made in whole or in part or any arrangement is made on the faith of any payment, security or other disposition which is avoided or must be repaid on bankruptcy, liquidation, by virtue of Section 1001 of the Taxes Consolidation Act 1997 or otherwise without limitation, this Charge shall continue in force as if there had been no such discharge or arrangement. The Chargee shall be entitled to concede or compromise in good faith any claim that any such payment, security or other disposition is liable to avoidance or repayment. 6.3. Until the Secured Obligations have been unconditionally and irrevocably satisfied and discharged in full to the satisfaction of the Chargee or as otherwise provided in the Credit Agreement or the Security Agreement, the Chargee may at any time keep in a separate account or accounts (without liability to pay interest thereon) in the name of the Chargee for as long as the Chargee may think fit, any moneys received recovered or realised under this Charge or under any other guarantee, security or agreement relating in whole or in part to the Secured Obligations without being under any intermediate obligation to apply the same or any part thereof in or towards the discharge of such amount.