ASSIGNMENT, FLOATING CHARGE AND DECLARATION OF TRUST Clause Samples

The 'Assignment, Floating Charge and Declaration of Trust' clause establishes the rights and mechanisms by which a party may transfer its interests, create a security interest over assets, or hold assets on behalf of another. In practice, this clause allows a party to assign contractual rights or obligations to a third party, grant a floating charge over certain assets as collateral for obligations, and formally declare that certain assets are held in trust for another party. Its core function is to provide flexibility in managing contractual rights and obligations, facilitate secured lending, and clarify the legal status of assets, thereby reducing uncertainty and protecting the interests of involved parties.
ASSIGNMENT, FLOATING CHARGE AND DECLARATION OF TRUST. The Issuer with full title guarantee and as continuing security for all the moneys and other Liabilities payable or owing by the Issuer under this Deed hereby assigns absolutely by way of first fixed security to the Trustee all of the Issuer's right, title, and interest in and to, and the entire benefit of, the Programme Dealer Agreement and charges to the Trustee, by way of first floating charge, the whole of its undertaking and assets to the extent that such undertaking and assets are not effectively encumbered by the security created by or pursuant to any MTN Supplement or any Supplementary Security Document executed in relation to any Series and the Trustee shall hold the property so assigned or charged in this Clause 4.1 on trust for itself and the Secured Creditors of all Series, provided that such security may only be enforced and the floating charge shall crystallise in accordance with the provisions of Clause 6.
View SourceView Similar (3)
ASSIGNMENT, FLOATING CHARGE AND DECLARATION OF TRUST. The Issuer with full title guarantee and as continuing security for all the moneys and other Liabilities payable or owing by the Issuer under this Deed hereby assigns absolutely by way of first fixed security to the Trustee all of the Issuer's right, title, and interest in and to, and the entire benefit of, the Programme Dealer Agreement and charges to the Trustee, by way of first floating charge, the whole of its undertaking and assets to the extent that such undertaking and assets are not effectively encumbered by the security created by or pursuant to any MTN Supplement or any Supplementary Security Document executed in relation to any Series and the Trustee shall hold the property so assigned or charged in this Clause 4.1 on trust for itself and the Secured Creditors of all Series, provided that such security may only be enforced and the floating charge shall crystallise in accordance with the provisions of Clause 6. 4.1 ADDITIONAL SECURITY Additional security in respect of each Series or (provided that the Trustee consents to the same) in respect of any transaction entered into by the Issuer relating to or connected with any arrangement for the issue of any Series of Notes shall be created in accordance with this Deed, by the MTN Supplement relating to such Series and Supplementary Security Document (if any) as may be required.
View SourceView Similar (2)

Related to ASSIGNMENT, FLOATING CHARGE AND DECLARATION OF TRUST

  • Agreement and Declaration of Trust These By-Laws shall be subject to the Agreement and Declaration of Trust, as from time to time in effect (the "Declaration of Trust"), of the above-captioned Massachusetts business trust established by the Declaration of Trust (the "Trust").

  • Amended and Restated Agreement and Declaration of Trust A copy of the Amended and Restated Agreement and Declaration of Trust for the Trust is on file with the Secretary of the Commonwealth of Massachusetts. The Amended and Restated Agreement and Declaration of Trust has been executed on behalf of the Trust by Trustees of the Trust in their capacity as Trustees of the Trust and not individually. The obligations of this Agreement shall be binding upon the assets and property of the Trust and shall not be binding upon any Trustee, officer, or shareholder of the Trust individually.

  • Acceptance of Terms of Trust Agreement, Guarantee and Indenture THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY OR ON BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT AND AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH SECURITYHOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS.

  • Declaration of Trust The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Trust under the Transaction Documents. It is the intention of the parties hereto that (i) the Trust constitute a statutory trust under the Statutory Trust Statute and that this Trust Agreement constitute the governing instrument of such statutory trust and (ii) solely for income and franchise tax purposes, the Trust shall be treated (A) if it has one beneficial owner, as a non-entity and (B) if it has more than one beneficial owner, as a partnership, with the assets of the partnership being the Receivables and other assets held by the Trust, the partners of the partnership being the Certificateholders and the Notes constituting indebtedness of the partnership. Unless otherwise required by the appropriate tax authorities, the Trust shall file or cause to be filed annual or other necessary returns, reports and other forms consistent with the characterization of the Trust either as a nonentity or as a partnership for such tax purposes. Effective as of the date hereof, the Owner Trustee shall have all rights, powers and duties set forth herein and in the Statutory Trust Statute with respect to accomplishing the purposes of the Trust. The parties have caused the filing of the Certificate of Trust with the Secretary of State. If it is determined that, contrary to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Tax, it is the intention of the parties hereto that the Trust be treated as a “passive entity” for purposes of the Margin Tax, formed to hold assets to facilitate securitization transactions in a manner similar to grantor trusts and real estate mortgage investment conduits as defined by Section 860D of the Code. The Depositor, and the Certificateholders by acceptance of a Certificate, agree that if it is determined that, contrary to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Tax, they will, unless otherwise required by law, treat the Trust as a “passive entity” for purposes of the Margin Tax and will not, unless otherwise required by law, take any action to include the Trust as part of an affiliated group engaged in a unitary business (as such terms are used in the Margin Tax). Notwithstanding anything to the contrary contained herein, nothing in this Trust Agreement should be read to imply that the Trust is doing business in Texas or has sufficient nexus with Texas in order for the Margin Tax to apply to the Trust.

  • Agreement and Declaration of Trust and Principal Office 1.1 Principal Office of the Trust. A principal office of the Trust shall be located in New York, New York. The Trust may have other principal offices within or without Massachusetts as the Trustees may determine or as they may authorize.