The Security Agent Clause Samples

The Security Agent. (a) The Security Agent may assign or otherwise dispose of all or any of its rights under this Deed as permitted under the Finance Documents. (b) References in this Deed to the Security Agent include any successor in title and assigns or any person appointed as an additional trustee for the purposes of and in accordance with the Intercreditor Agreement.

The Security Agent. The Lenders will appoint the Security Agent to act as security agent in accordance with the Security Trust Deed.

The Security Agent. The Security Agent may assign or transfer its rights and/or obligations under this Deed in accordance with, and following the procedure set out in, the Security Trust and Intercreditor Deed and may disclose any information in its possession relating to the Assignor to any actual or prospective assignee, transferee or participant. The consent of the Assignor shall not be required for any such assignment, transfer or disclosure.

The Security Agent. (a) The Security Agent’s duties under this Agreement are solely mechanical and administrative in nature. (b) In particular, the role and, inter alia, duties, rights, powers, protections and benefits of the Security Agent are more particularly described in the Intercreditor Agreement, which sets out the basis upon which the Security Agent acts under this Agreement. Should any provision regarding the duties, discretions, rights, benefits, protections, indemnities and immunities of the Security Agent (the “Security Agent Provisions”) conflict or otherwise be inconsistent as between this Agreement and the Intercreditor Agreement, then the Security Agent Provisions as contained in the Intercreditor Agreement shall prevail.

The Security Agent. The Security Agent may assign and transfer all of its respective rights and obligations hereunder to a replacement Security Agent appointed in accordance with the terms of the Facility Agreement. Upon such assignment and transfer taking effect, the replacement Security Agent shall be and be deemed to be acting as agent and trustee for each of the Lenders for the purposes of this Debenture in place of the old Security Agent.

The Security Agent and every Receiver, attorney or other person appointed by the Security Agent under this Charge and their respective employees shall be entitled to be indemnified on a full indemnity basis out of the property charged by this Charge in respect of all liabilities and expenses properly incurred by any of them in or directly or indirectly as a result of the exercise or purported exercise of any of the powers, authorities or discretions vested in them under this Charge and against all actions, proceedings, losses, costs, claims and demands in respect of any matter or thing done or omitted in any way relating to the property charged by this Charge and the Security Agent and any such Receiver may retain and pay all sums in respect of the same out of the monies received under the powers conferred by this Charge.

The Security Agent. We hereby agree on behalf of the Lenders and the Borrower to accept [—] as a New Lender. Signed: Date To: [AGENT] as Facility Agent From: [EXISTING LENDER] (the Existing Lender) and [NEW LENDER] (the New Lender) Date: [ ] Nakilat Holdco L.L.C. – USD 450,000,000 Facility Agreement dated [ ] 2014 (the Agreement) We refer to the Agreement. This is a Transfer Certificate. Terms defined in the Agreement have the same meaning in this Transfer Certificate unless given a different meaning in this Transfer Certificate.

The Security Agent s rights pursuant to this Agreement are cumulative, additional to, and independent of those provided by law or by any agreement with, or any security in favor of the Security Agent in respect of the Secured Obligations.

The Security Agent. 10.1 Neither the Security Agent nor any of its respective affiliates, directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or for errors in judgment, except for its or their own gross negligence, willful misconduct or bad faith. 10.2 The powers conferred on the Security Agent hereunder are solely to protect its and the Secured Parties’ interest in the Collateral and shall not impose any duty upon the Security Agent to exercise any such powers. Except for the exercise of reasonable care in the custody and preservation of any Collateral in its possession and accounting for moneys actually received by it hereunder, the Security Agent shall have no duty as to any Collateral or as to any rights pertaining thereto. 10.3 The Security Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which the Security Agent accords its own property.