Additional Security Agents Clause Samples
The 'Additional Security Agents' clause establishes the right or mechanism for appointing extra security agents in a transaction or agreement. This clause typically outlines the circumstances under which new agents can be added, the process for their appointment, and their roles and responsibilities in managing or enforcing security interests. For example, if the scope of secured assets expands or if multiple jurisdictions are involved, additional agents may be designated to ensure proper oversight. The core function of this clause is to provide flexibility and ensure comprehensive management of security interests, especially in complex or multi-party arrangements.
Additional Security Agents. (a) The Security Agent may at any time appoint (and subsequently remove) any person to act as a separate trustee or as a co-trustee jointly with it:
(i) if it considers that appointment to be in the interests of the Secured Parties; or
(ii) for the purposes of conforming to any legal requirement, restriction or condition which the Security Agent deems to be relevant; or
(iii) for obtaining or enforcing any judgment in any jurisdiction, and the Security Agent shall give prior notice to the Borrowers and the Finance Parties of that appointment.
(b) Any person so appointed shall have the rights, powers, authorities and discretions (not exceeding those given to the Security Agent under or in connection with the Finance Documents) and the duties, obligations and responsibilities that are given or imposed by the instrument of appointment.
(c) The remuneration that the Security Agent may pay to that person, and any costs and expenses (together with any applicable VAT) incurred by that person in performing its functions pursuant to that appointment shall, for the purposes of this Agreement, be treated as costs and expenses incurred by the Security Agent.
Additional Security Agents. The Security Agent may at any time appoint (and subsequently remove) any person to act as a separate trustee or as a co-trustee jointly with it:
Additional Security Agents. (a) The Security Agent may at any time appoint (and subsequently remove) any person to act as a separate Security Agent or as a co-Security Agent jointly with it (i) if it considers that appointment to be in the interests of the Secured Parties or (ii) for the purposes of conforming to any legal requirements, restrictions or conditions which the Security Agent deems to be relevant or (iii) for obtaining or enforcing any judgment in any jurisdiction, and the Security Agent shall give prior notice to the Company and the Facility Agent of that appointment.
(b) Any person so appointed shall have the rights, powers and discretions (not exceeding those conferred on the Security Agent by this Agreement) and the duties and obligations that are conferred or imposed by the instrument of appointment.
(c) The remuneration that the Security Agent may pay to any person, and any costs and expenses incurred by that person in performing its functions pursuant to that appointment shall, for the purposes of this Agreement, be treated as costs and expenses incurred by the Security Agent.
Additional Security Agents. (a) The Security Agent and Secondary Security Agent may each at any time appoint (and subsequently remove) any person to act as a separate trustee or separate security agent or as a co-trustee or co-security agent jointly with it (i) if it considers that appointment to be in the interests of the Secured Parties or (ii) for the purposes of conforming to any legal requirements, restrictions or conditions which the Security Agent or Secondary Security Agent (as applicable) deems to be relevant or (iii) for obtaining or enforcing any judgment in any jurisdiction, and the Security Agent shall give prior notice to the Company and the Agent of that appointment.
(b) Any person so appointed shall have the rights, powers and discretions (not exceeding those conferred on the Security Agent or Secondary Security Agent (as applicable) by this Agreement) and the duties and obligations that are conferred or imposed by the instrument of appointment.
(c) The remuneration that the Security Agent or Secondary Security Agent (as applicable) may pay to that person, and any costs and expenses (together with any applicable Indirect Tax) incurred by that person in performing its functions pursuant to that appointment shall, for the purposes of this Agreement, be treated as costs and expenses incurred by the Security Agent or Secondary Security Agent (as applicable) for the account of the Company.
Additional Security Agents. (a) The Security Agent may, with the approval of the Company (acting reasonably), at any time appoint (and subsequently remove), to the extent legally permitted, any person to act as a separate trustee or agent or as a co-trustee or co-agent jointly with it (i) if it in good faith considers that appointment to be in the interests of the Secured Parties or (ii) for the purposes of conforming to any legal requirements, restrictions or conditions which the Security Agent deems to be relevant (acting reasonably) or (iii) for obtaining or enforcing any judgment in any jurisdiction, and the Security Agent shall give prior notice to the Company and each of the Agents and each Hedge Counterparty of that appointment.
(b) Any person so appointed shall have the rights, powers and discretions (not exceeding those conferred on the Security Agent by this Agreement) and the duties and obligations that are conferred or imposed by the instrument of appointment.
Additional Security Agents. (a) The Security Agent may at any time appoint (and subsequently remove) any person to act as a separate trustee or as a co-trustee jointly with it:
(i) if it reasonably considers that appointment to be in the best interests of the Secured Parties which cannot be sufficiently achieved by the Security Agent acting on its own;
(ii) for the purposes of conforming to any legal requirement, restriction or condition; or
(iii) for obtaining or enforcing any judgment in any jurisdiction, and the Security Agent shall in advance consult such appointment with the Borrower and the Senior Creditors (for the avoidance of doubt, no consent of the Borrower and the Senior Creditors is required).
(b) Any person so appointed shall have the rights, powers, authorities and discretions (not exceeding those given to the Security Agent under or in connection with the Debt Documents) and the duties, obligations and responsibilities that are given or imposed by the instrument of appointment.
(c) The remuneration that the Security Agent may pay to that person, and any costs and expenses (together with any applicable VAT) incurred by that person in performing its functions pursuant to that appointment shall, for the purposes of this Agreement, be treated as costs and expenses incurred by the Security Agent.
Additional Security Agents. (a) The Security Agent may at any time appoint (and subsequently remove) any person to act as a separate trustee or as a co-trustee jointly with it:
(i) if it considers that appointment to be in the interests of the Secured Parties; or
(ii) for the purposes of conforming to any legal requirements, restrictions or conditions which the Security Agent deems to be relevant; or
(iii) for obtaining or enforcing any judgment in any jurisdiction, and the Security Agent shall give prior notice to the Borrowers and the Facility Agent of that appointment.
Additional Security Agents. (a) The Security Agent may at any time appoint (and subsequently remove) any person to act as a separate trustee or as a co-trustee jointly with it:
(i) if it considers that appointment to be in the interests of the Super Senior Secured Parties (in the case of any separate or co-trustee appointed in respect of the Super Senior Additional Security) or the Shared Secured Parties (in the case of any separate or co-trustee appointed in respect of the Shared Transaction Security);
(ii) for the purposes of conforming to any legal requirement, restriction or condition which the Security Agent deems to be relevant; or
(iii) for obtaining or enforcing any judgment in any jurisdiction, and the Security Agent shall give prior notice to NAC 29 and the Primary Creditors of that appointment.
(b) Any person so appointed shall have the rights, powers, authorities and discretions (not exceeding those given to the Security Agent under or in connection with the Debt Documents) and the duties, obligations and responsibilities that are given or imposed by the instrument of appointment.
(c) The remuneration that the Security Agent may pay to that person, and any costs and expenses (together with any applicable VAT) incurred by that person in performing its functions pursuant to that appointment shall, for the purposes of this Agreement, be treated as costs and expenses incurred by the Security Agent.
Additional Security Agents. (a) The Security Agent may (at the expense of the Primary Creditors, other than any Notes Trustee, in proportions determined in a manner consistent with paragraph (a) of Clause 21.3 (Primary Creditors' indemnity)) at any time appoint (and subsequently remove) any person to act as a separate trustee or as a co-trustee jointly with it (i) if it considers that appointment to be in the interests of the Secured Parties or (ii) for the purposes of conforming to any legal requirements, restrictions or conditions which the Security Agent deems to be relevant or (iii) for obtaining or enforcing any judgment in any jurisdiction, and the Security Agent shall give prior notice to the Parent and each of the Agents of that appointment.
(b) Any person so appointed shall have the rights, powers and discretions (not exceeding those conferred on the Security Agent by this Agreement) and the duties and obligations that are conferred or imposed by the instrument of appointment. The Security Agent shall not be bound to supervise, or be in any way responsible for, any loss incurred by reason of any misconduct or default on the part of any such additional Security Agent.
(c) No person shall be so appointed if they would fail to satisfy the requirements of Clause 18.4 (Location of Security Agent) if they were the Security Agent.
Additional Security Agents. (a) The Security Agent may appoint any person to act as a separate security agent or a co-security agent jointly with it:
(i) if it considers that appointment to be in the interests of the Secured Parties;
(ii) for the purpose of complying with any law, regulation or other condition in any jurisdiction; or
(iii) for the purpose of enforcing any Finance Document, or obtaining or enforcing any judgment in any jurisdiction.
(b) The Security Agent must notify the Company and the Finance Parties before making any appointment.
(c) Any appointment will only be effective if the person appointed confirms to the Security Agent and the Company in form and substance satisfactory to the Security Agent that it is bound by the terms of this Agreement as if it were the Security Agent.
(d) Any person appointed will have the rights, powers, authorities and discretions (not exceeding those given to the Security Agent under or in connection with the Finance Documents) and the duties, obligations and responsibilities that are given or imposed by the instrument of appointment.
(e) The Security Agent may remove any person appointed and may appoint a new separate security agent or co-security agent in its place.
(f) The remuneration that the Security Agent may pay to any person appointed, and any costs and expenses incurred by that person in performing its functions pursuant to that appointment will, for the purposes of this Agreement, be treated as costs and expenses incurred by the Security Agent.