Concerning Trustee. 24 Section 3.01. Trustee's Performance....................................................24 Section 3.02.
Concerning Trustee. (a) The Trustee has been appointed as Trustee pursuant to the Indenture. The actions of the Trustee hereunder are subject to the provisions of the Indenture and all rights, privileges, protections, immunities, benefits and indemnities of the Trustee thereunder are incorporated herein by reference. The Trustee shall have the right hereunder to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking action (including the release or substitution of the Pledged Collateral), in accordance with this Agreement and the Indenture. The Trustee may employ agents and attorneys-in-fact in connection herewith and shall not be liable for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. The Trustee may resign and a successor Trustee may be appointed in the manner provided in the Indenture. Upon the acceptance of any appointment as the Trustee by a successor Trustee, that successor Trustee shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Trustee under this Agreement, and the retiring Trustee shall thereupon be discharged from its duties and obligations under this Agreement. After any retiring Trustee’s resignation, the provisions hereof shall inure to its benefit as to any actions taken or omitted to be taken by it under this Agreement while it was the Trustee.
Concerning Trustee. Trustee shall be under no duty to take any action hereunder except as expressly required hereunder or by law or to perform any act which would involve Trustee in any expense or liability or to institute or defend any suit in respect hereof, unless properly indemnified to Trustee's reasonable satisfaction. Trustee, by acceptance of this Security Instrument, covenants to perform and fulfill the trusts herein created. Trustee shall not be answerable or accountable hereunder except for its own willful misconduct or gross negligence, and Borrower agrees to indemnify, defend and hold Trustee harmless from and against any cost, loss, damage, liability or expense (including, without limitation, reasonable attorney's fees and disbursements) which Trustee may incur or sustain in the exercise or performance of its powers and duties hereunder. Trustee hereby waives any statutory fee and agrees to accept reasonable compensation, in lieu thereof, for any services rendered by Trustee in accordance with the terms hereof. Trustee may resign at any time upon giving at least thirty (30) days' notice to Borrower and Beneficiary. In the event of the death, removal, resignation, refusal or inability to act of Trustee, or in its sole discretion for any reason whatsoever, Beneficiary may, without notice and without specifying any reason therefor and without applying to any court, select and appoint a successor trustee, by an instrument recorded wherever this Security Instrument is recorded, and all powers, rights, duties and authority of Trustee, as aforesaid, shall thereupon become vested in such successor. Such substitute trustee shall not be required to give bond for the faithful performance of the duties of Trustee hereunder unless required by Beneficiary. The procedure provided for in this paragraph for substitution of Trustee shall be in addition to and not in exclusion of any other provisions for substitution, by law or otherwise.
Concerning Trustee. Trustee may resign by an instrument in ------------------ writing addressed to Beneficiary or be removed at any time with or without cause by instrument in writing duly executed by Beneficiary. In case of the death, resignation or removal of Trustee, a successor (each, a "Successor Trustee") may be appointed by Beneficiary by instrument of substitution complying with any applicable requirements of law, and in the absence of any such requirement without other formality than appointment and designation in writing. Such appointment and designation shall be full evidence of the right and authority to make the same and of all facts therein recited, and upon the making of any such appointment and designation this conveyance shall vest in the Successor Trustee all the estate and title of its predecessor in all the Mortgage Property, and such Successor Trustee shall thereupon succeed to all the rights, powers, privileges, immunities and duties hereby conferred upon the prior Trustee. Except for gross negligence or willful misconduct, Trustee shall not be liable for any act or omission or error of judgment. Trustee may rely on any document believed by him in good faith to be genuine. All money received by Trustee shall, until used or applied as herein provided, be held in trust.
Concerning Trustee. SECTION 7.1.
Concerning Trustee. 27 Section 9.1. Certain Duties and Responsibilities of Trustee 27 Section 9.2. Notice of Defaults 28 Section 9.3. Certain Rights of Trustee 29 Section 9.4. Trustee Not Responsible for Recitals, etc. 30 Section 9.5. May Hold Debentures 30 Section 9.6. Moneys Held in Trust 30 Section 9.7. Compensation and Reimbursement 30 Section 9.8. Reliance on Officers' Certificate 31 Section 9.9. Disqualification: Conflicting Interests 31 Section 9.10. Corporate Trustee Required; Eligibility 31 Section 9.11. Resignation and Removal; Appointment of Successor 31 Section 9.12. Acceptance of Appointment by Successor 33 Section 9.13. Merger, Conversion, Consolidation or Succession to Business 33 Section 9.14. Preferential Collection of Claims Against the Company 33 ARTICLE X. CONCERNING DEBENTUREHOLDERS 34 Section 10.1. Evidence of Action by Holders 34 Section 10.2. Proof of Execution by Debentureholders 34 Section 10.3. Who May be Deemed Owners 34 Section 10.4. Certain Debentures Owned by Company Disregarded 35 Section 10.5. Actions Binding on Future Debentureholders 35
Concerning Trustee. 7.1 Trustee's Covenants 7.2 Resignation of Trustee 7.3 Substitution of Trustee 7.4 Reconveyance and Agreements 7.5 Release of Lien 7.6 Exculpation and Indemnification of Trustee
Concerning Trustee. 33 6.21 Beneficiary's Authority........................ 33 Schedule I - Permitted Encumbrances Exhibit A - Description of Premises DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF LEASES, RENTS AND PROFITS, FINANCING STATEMENT AND FIXTURE FILING ----------------------------------------- THIS DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF LEASES, RENTS AND PROFITS, FINANCING STATEMENT AND FIXTURE FILING (this "Deed of Trust"), made as of this ____ day of _________, 1997 by COINMACH CORPORATION, a corporation organized and existing under the laws of the State of Delaware and having an office at 00 Xxxxxx Xxxx, Xxxxxx, New York 11576, as grantor (the "Grantor"), in favor of CHICAGO TITLE INSURANCE COMPANY (the "Trustee"), having an address at 000 X. Xx. Xxxx, Suite 250, Dallas, Texas 75201, for the use and benefit of BANKERS TRUST COMPANY, having an office and post office address at 000 Xxxxxxx Xxxxxx, Xxx Xxxx Xxxx, Xxx Xxxx County, New York 10006, as beneficiary, in its capacity as Collateral Agent (the "Beneficiary") for its benefit and the benefit of the Secured Creditors (as defined below). Except as otherwise defined herein, terms used herein and defined in the Credit Agreement (as defined below) shall be used herein as therein defined.
Concerning Trustee. 16 SECTION 8.2. TRUSTEE MAY PERFORM; TRUSTEE APPOINTED ATTORNEY-IN-FACT 18 SECTION 8.3. CONTINUING SECURITY INTEREST; ASSIGNMENT 18 SECTION 8.4. TERMINATION; RELEASE 19 SECTION 8.5. MODIFICATION IN WRITING 19 SECTION 8.6. NOTICES 19 SECTION 8.7. GOVERNING LAW, WAIVER OF JURY TRIAL 19 SECTION 8.8. SEVERABILITY OF PROVISIONS 19 SECTION 8.9. EXECUTION IN COUNTERPARTS 19 SECTION 8.10. BUSINESS DAYS 20 SECTION 8.11. NO CREDIT FOR PAYMENT OF TAXES OR IMPOSITION 20 SECTION 8.12. NO CLAIMS AGAINST TRUSTEE 20 SECTION 8.13. NO RELEASE 20 SECTION 8.14. OBLIGATIONS ABSOLUTE 21 SIGNATURES S-1 EXHIBIT 1 Form of Issuer’s Acknowledgment EXHIBIT 2 Form of Pledge Amendment EXHIBIT 3 Form of Joinder Agreement PLEDGE AGREEMENT This PLEDGE AGREEMENT dated as of August 25, 2005 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”) made by Intcomex, Inc., a Delaware corporation (the “Company”), Intcomex Holdings, LLC, a Delaware limited liability company, and Intcomex Holdings SPC-1, LLC, a Delaware limited liability company (together with the Company and the other pledgors from time to time party hereto, collectively, the “Pledgors,” and each, a “Pledgor”), in favor of The Bank of New York, in its capacity as Trustee pursuant to the Indenture, dated as of the date hereof, by and among the Company, the guarantors party thereto and the Trustee, acting for and on behalf of the holders (the “Noteholders”) of the Notes described below.
Concerning Trustee. (a) State Street Bank and Trust Company in its capacity as Trustee, is entering into this Security Agreement and granting the security interest provided for herein solely as successor trustee under the Trust Agreement and pursuant to instructions contained therein, and not in its individual capacity and in no case whatsoever shall State Street Bank and Trust Company (or any entity acting as a successor trustee, co-trustee or separate trustee under the Trust Agreement) be personally liable on, or for any loss in respect of, any of the statements, representations, warranties, agreements or obligations of the Trustee hereunder or for any losses the Trust may suffer, as to all of which the Agent, on behalf of the Secured Parties, agrees to look solely to the Trust, except for any loss caused by the Trustee's willful misconduct or gross negligence (provided that this exception shall not be deemed to apply to the extent that the Trustee has followed instructions given to it, or which it is authorized to accept, pursuant to this Agreement and the Trust Agreement).
