INDENTURE OF MQRTGAGE
THIS INDENTURE made at Mumbai on this the?????..day of?????..2000 by ABC Power Generation Company Limited, a company registered under the Companies Act, 1956 (1 of 1956) and having its registered office at ?????..Mumbai (hereinafter called "the Company") (which expression shall unless excluded by. or repugnant to the context or meaning thereof be deemed to include its successors and assigns) of the ONE PART and the XYZ Finanace Company Limited, a company registered under the Companies Act, 1956 (1 of 1956) and having its registered office at?????.. Mumbai (hereinafter called "XYZF" or "the Security Trustee") (which expression shall unless excluded by or repugnant to the context or meaning thereof be deemed to include the Security Trustee or the Security Trustees for the time being hereof and its successor/s and assigns) of the SECOND PART acting in its capacity as the Security Trustee for the Term Lenders and the Commitment Charge Lenders.
WHEREAS
(1) By Loan Agreements entered into between the Company and Term Lenders, each of the Term Lenders have agreed to lend and advance to the Company and the Company has agreed to borrow from each of the Term Lenders on the terms and conditions contained in the Loan Agreements sums in the form of loans to the maximum extent set out against their respective names in Part A of the First Schedule hereto.
(2) One of the conditions of the Loan, Agreements Is that the-Loans together with all interest, liquidated damages, costs, expenses and other monies, including in case of foreign currency loans any increase as a result of revaluation/devaluation/fluctuation whatsoever stipulated in the Loan Agreements shall be secured, inter alia, by a first mortgage of the Company's immovable properties situate at Maharashtra.
(3) By Guarantee Agreements between the Company, the Guarantors and the Counter Guarantors, the Guarantors have agreed to guarantee (and the Counter Guarantors have agreed to counter guarantee) certain payment obligations of the Company, to the extent set out against their respective names in Part 8 of the First Schedule hereto (hereinafter collectively referred to as "the Guarantee Assistance?, to The Export-Import Bank of Hong Kong (hereinafter referred to as "HK-EXIM Bank") in terms of the HK-EXIM Loan, Agreement dated November 26, 2000.
(4) One of the conditions of the Guarantee Agreements is that the Guarantee Assistance together with all guarantee commission and payments, if any, made pursuant to the Guarantee, all interest thereon, costs, charges, fees, expenses and all other monies, including any increase ,as a result of revaluation/devaluation/fluctuation in foreign currencies whatsoever stipulated in the Guarantee Agreement shall be secured, inter alia, by a first mortgage over the Company's immovable properties situate at Maharashtra.
(5) By the Commitment Charge Financing Documents entered into/to be entered into between the Company and the, Commitment Charge Lenders, each of the Commitment Charge Lenders have agreed to lend and advance to the Company and/or provide guarantee assistance to the Company and the Company has agreed to borrow and/or avail from each of the Commitment Charge Lenders on the terms and conditions contained in Commitment Charge Financing Documents the sums in the form of loans and/or guarantees to the maximum extent set out against their respective names in Part C of the First Schedule hereto.
(6) One of the conditions of the Commitment Charge Financing Documents is that, the principal together with all interest, liquidated damages, costs, expenses and other monies whatsoever stipulated in the Commitment Charge Financing Documents shall be secured, inter alia, by a second and subservient charge over the Company's immovable properties situate at Maharashtra.
(7) The Company is seized and possessed of and/or otherwise well, and sufficiently entitled to all those pieces or parcels of lands, hereditaments and premises situate at Commercial Complex No ?????..admeasuring?????.. sq. ft of built up area on ground, floor of the building constructed on the plot No?????..situate long and being in Registration Sub-District?????..Tehsil?????..Village?????..Registration District Mumbai Suburban District in the State of Maharashtra more particularly described in the Second Schedule hereunder written and the Company is entitled to the other assets over which it is creating security hereunder.
(8) The provisions, of the Urban Land (Ceiling and Regulation) Act, 1976 (hereinafter referred to as "ULCRA") are not applicable to the aforesaid immovable properties and therefore, no permission is required to be obtained under ULCRA for mortgaging the said immovable properties.
(9) The Company has complied with all legal requirements and has obtained all consents and approvals required for creation of the security expressed to be created under clause 5 in favour of the Security Trustee for securing the Financial Assistance and the Commitment Charge Financial Assistance.
(10) Accordingly, the Security Trustee and the Company have agreed that the mortgage of the aforesaid immovable property shall be by way of a legal mortgage in English form being these presents.
NOW THIS INDENTURE WITNESSETH AND IT IS HEREBY MUTUALLY AGREED AND DECLARED BY AND BETWEEN THE, PARTIES HERETO AS UNDER:
1. Definitions
Unless the context otherwise requires, the following expressions shall herein have the meanings ascribed to them set out below:
"Acceleration" means:-.
(a) the delivery by any Guarantor of a notice to the Company pursuant to section 10 of the Guarantee Agreements declaring all amounts owing, by the Company under the Guarantee Agreement to be due and payable forthwith.
(b) the delivery by any Lender or a Commitment Charge Lender that has a loan under the Loan Agreements or the Commitment Charge Financing Documents outstanding to it, of a notice to the Company pursuant to section 10A of the Loan Agreements or equivalent provision of the Commitment Charge Financing, Documents declaring the principal and all accrued interest to such Lender under the Loan Agreements And/or Commitment Charge Financing Documents to be due and payable forthwith.
"Authorised Investments' has the meaning ascribed to it in the Trust and Retention Agreement.
"Business Day" means a day on which the Facility Office of the I Security, Trustee is open for business.
"Commitment Charge(s) Financing Documents" shall mean collectively the agreements, instruments and other documents entered into or to be entered into by the Company and the Commitment Charge Lenders or any part thereof, under which funding or guarantee assistance is extended to the Company as stated in Part C, Schedule V to these presents.
"Commitment Charge Lenders" shall mean the lender(s) providing fund based or non-fund based finance for Commitment Charges under the Fuel Supply Agreement.
"Commitment Charge Financial Assistance" shall mean the loans/guarantees provided by the Commitment Charge Lenders under the Commitment Charge Financing Documents being secured under this Indenture
"Counter Guarantors" shall mean DEF Bank, GHI Bank and JKL Bank Ltd.,
"Events of Default" has the meaning ascribed thereto in the Loan, Agreements, the Guarantee Agreements and Commitment Charge Financing Documents as, the case may be.
"Facility Office" means the Mumbai office of the Security, Trustee through which the Security Trustee will exercise its rights under these presents.
"FC Lenders" shall mean the XYZ Finance Company: Ltd., the STR Development Bank, Power Finance Corporation Limited, and the ABC Bank ??????Branch.
"Financial Assistance" shall mean the Loans and Guarantees provided by the Term Lenders to the Company being secured under this Indenture.
"Financing Documents" shall mean collectively the Loan Agreements, the Guarantee Agreements, instruments and other documents entered into by the Company and the Term Lenders financing the Project or any part thereof, under which funding is extended to the Company.
"First Mortgaged Premises" means all the rights, title, interest, benefits, claims, whatsoever, of the Company to Commercial Complex No ??????.admeasuring sq. ft. of built up area on ground floor of the building constructed on the plot No . .......situate lying and being in Registration Sub-District??????Village Registration District Mumbai Suburban District and comprised in the charge created by the Company pursuant to clause 5(a) -hereof.
"Fuel Supply Agreement" shall mean the agreement entered into between the Borrower and?????.. Petroleum Corporation Limited, dated January 19, 2000
"General Assets" means all the assets of the Company comprised,-in the floating charge created by the Company pursuant to clause 5.1(d) hereof, but does -not include the Specifically Mortgaged Premises, the First Mortgaged Premises, the Second Mortgaged Premises or the Third Mortgaged Premises.
"Guarantors" shall mean the XYZ Finance Company Ltd., the STR Development Bank and ABC Bank.
"Letter of Authority" shall mean the letter of authority provided by the Term Lenders and the Commitment Charge Lenders to the Industrial Finance Corporation of India for executing this Indenture and certain other security documents in respect of the Financial Assistance and the Commitment Charge Financial Assistance.
"Lenders" shall mean the Rupee Lenders, the FC Lenders, the Guarantor, the Counter Guarantors and Working Capital Lender(s).
"Mortgaged Premises" shall mean each of the First Mortgaged Premises, Second Mortgaged Premises, Third Mortgaged Premises (collectively the "Specifically Mortgaged Premises") as defined in clause 5(a), (b) and (d) and the General Assets as defined in clause 5(d).
"Permits" shall mean all Governmental permits, authorisations, approvals, no objections or licenses in connection with the Project.
"Person" shall ,mean an individual, a corporation, a partnership, an association, a trust or any other entity or organisation, including governmental or political sub-division or an agency or instrumentality thereof.
"Project Contracts" shall have the meaning given to it in the described Loan Agreements.
"Project" has the meaning given to it in Schedule IV of these presents.
"Retention Accounts" has the meaning given to it in the Trust and Retention Agreement.
"Rupee Loans" means the loans agreed to be provided by, or non-convertible debentures subscribed by, the Rupee Lenders.
"Rupee Lenders" shall mean the XYZ Finance Company Ltd., the DEF Bank, the AAA Insurance and Finance Company Ltd., BBB Finance and Insurance Company Ltd., Power Finance Corporation Limited and The JKL Bank Limited.
"Security Documents" shall have the meaning ascribed thereto in the Loan Agreements, the Guarantee Agreements and the Commitment Charge Financing Documents.
"Security Trustee" shall mean XYZF appointed by the Lenders and the Commitment Charge Lenders and any replacement therefor appointed by the Lenders and the Commitment Charge Lenders with the prior written consent of the Company.
"Trust and Retention Agreement" shall mean the agreement, dated December 9, 2000.
"Guarantee Agreements" shall mean the agreements as stated in Part B, Schedule V to these presents.
"Loan Agreements" shall mean the agreements as stated in Part A, Schedule V to those presents.
"Working Capital Lenders" shall mean the lenders providing working capital facilities to the Borrower.
2. Benefit of this Indenture/Declaration of Trust
The Security Trustee shall hold the benefit of this Indenture, including the covenants and mortgages given by the Company pursuant hereto, for the benefit of the Term Lenders and the Commitment Charge Lenders named herein pursuant to the Letter of Authority.
3. Covenant to pay
Pursuant to the Financing Documents and the Commitment Charge Financing Documents and in consideration of each of the Term Lenders and the Commitment Charge Lenders having entered into or agreed to enter into the Financing Documents or the Commitment Charge Financing Documents, as the case may be, to which it is a party, the Company covenants and agrees that the Company shall comply with the terms and conditions of the Financing Documents and the Commitment Charge Financing Documents and shall pgy/repay the Financial Assistance and the Commitment Charge Financial Assistance in accordance with the respective Financing Documents and the Commitment Charge Financing Documents.
4. Payment of fees
The Company shall pay the respective fees payable in accordance with the relevant Financing Documents and the Commitment Charge Financing Documents.
5. Grant and Transfer
(i) For the consideration aforesaid and as continuing security for the repayment/discharge of the Financial Assistance, the Company as the legal and/or beneficial owner doth hereby assign, assure and transfer unto XYZF as the Security Trustee acting for and on behalf of and for the benefit of the Term Lenders, as and by way of continuing security by way of first charge, and to the extent not capable of being assigned, charges:
(a) All and singular the beneficial right title and interest of the Company in respect of Commercial Complex No????..held by the Company on ownership basis under the provisions of the Maharashtra Ownership Flats (Regulation of the Promotion, Construction, Sale and Management and Transfer) Act, 1963 admeasuring????..sq. ft. of built up area on the ground floor of the building constructed on the Plot No ????..situate lying and being in Registration Sub? District????..Tehsil ????Village Registration District Mumbai Suburban District more particularly described in the Second Schedule hereunder written AND ALL the estate, right, title, Interest, property, claim and demand whatsoever, of the Company Into and upon the same, TO HAVE AND TO HOLD All and Singular the aforesaid premises unto and to the use of the Security Trustee for the benefit of the Term Lenders upon the trust and subject to the powers and provisions herein declared and contained of and concerning the same subject also to the proviso for redemption hereinafter contained (the "First Mortgaged Premises").
(b) All the right, title, interest, benefits claims demands whatsoever, of the Company in to under or in respect of the Project Contracts (and on termination of any Project Contract, any other agreement replacing the same), including without limitation rights to recover payments and the benefit of all receivables or other claims of the Company under or in respect of the Project Contracts set out under Schedule 3 attached hereto (hereinafter referred to as "the Second Mortgaged Premises') except payments received under the Fuel Supply Agreement in respect of repayment of the Commitment Charges and the interest thereon, in respect of which, the Term Lenders shall have a second charge, which is subservient to the first charge, created herein in favour of the Security Trustee for the benefit of the Commitment Charge Lenders and subject to prior charge created in favour of the Working Capital Lenders in respect of book debts.
(c) All the Company's right, title and interest in the Retention Accounts (and accounts replacing the, same) together with the benefits of the Authorised Investments or other securities or assets which represent all amounts in the Retention Accounts (hereinafter referred to as the Third Mortgaged Premises") (the First Mortgaged Premises, the Second Mortgaged Premises and the Third Mortgaged Premises being collectively referred to as "the Specifically Mortgaged Premises).
(d) Subject to the first proviso to this Clause, all the other assets of the Company located in the State of Maharashtra both present and future I (other than its movable assets) for the time being, pertaining to the Company's assets and properties together with the right, title and Interest of the Company in any Governmental permits, authorisations, approvals, no objections, licenses and also together with the right, title and interest of the Company in relation to any claims or proceeds arising in relation to insurance policies obtained by the Company or pertaining to any of the assets of the Company (whether or not specifically mortgaged under this , Indenture) other than the. Specifically Mortgaged Premises effectively charged by way of first fixed charge, pursuant to the provisions of sub-clause (a) through (c) including without limitation its uncalled capital, goodwill, the bank accounts of the Company (other than the Retention Accounts) of or maintained by the Company in India and all amounts maintained therein and all monies, securities, instruments, investments and other property deposited in, credited to, or required to be deposited therein or credited thereto and the undertaking of the Company subject, to prior charges on book debts, Borrowers stock of raw materials, semi-finished goods, finished goods and consumable stores in favour of Working Capital Lenders (hereinafter collectively referred to as 'the General Assets'); Provided, that such charge on the General Assets shall rank as a floating charge and, shall accordingly in no way , hinder the Company from selling, leasing or otherwise, disposing of the same or dealing with such assets or any part thereof in the ordinary course of its business , free of any liens under this Indenture and in each ca only as expressly permitted by the Financing Documents, the Security Documents and the Trust and Retention Agreement.
(ii) For the consideration aforesaid and as continuing security for the payment/ discharge of the Commitment Charge Financial Assistance, the Company as the legal and/or beneficial owner doth hereby assign, assure and transfer unto the Commitment Charge Lenders, as and- by way -of continuing security by way of first charge the right, title and, interest of the Company to payments due under the Fuel Supply Agreement in respect of Commitment Charges and interest thereon and, by way of- second and subservient charge and to the extent not capable of being assigned., charges:
(a) All and singular the beneficial right, title and interest of the Company in respect of Commercial Complex No . ?????..held by the Company on ownership basis, under the provisions of the Maharashtra Ownership Flats (Regulations of the Promotion, Construction, Sale and Management and Transfer) Act, 1963 admeasuring ??sq ft. of built up 1 area on ground floor of the building constructed on the plot No. I situate lying and, being. in Registration, Sub-District..........Tehsil?????. ,Village ????.Registration District Mumbai Suburban District more particularly described in the Second Schedule hereunder written AND ALL the estate, right, title, interest, property, claim and demand whatsoever, of the Company into and upon the same, TO HAVE AND TO HOLD All and Singular the aforesaid premises unto and to the use of the Security Trustee for the benefit of the Commitment Charge Lenders upon the trust and subject to the powers and provisions herein declared and contained of and concerning the same subject also to the proviso for redemption hereinafter contained (the "First Mortgaged Premises").
(b) All the right, title, interest, benefits, claims, demands whatsoever, of the Company in to under or In respect of the Project Contracts (and on termination of any Project Contract, any other agreement replacing the same),including without limitation rights to recover payments and the benefit of all receivables or other claims of the Company under or in respect of the Project Contracts set out under Schedule 3 attached hereto (hereinafter referred to as "the Second Mortgaged Premises").
(c) All the Company's, right, title and interest in the Retention Accounts (and accounts replacing the same) together with the benefits of the Authorised Investments or other securities or assets which represent all amounts in the Retention Accounts (hereinafter referred to as "the Third Mortgaged Premises") (the First Mortgaged Premises, the Second Mortgaged Premises and the Third Mortgaged Premises are collectively referred to as "the Specifically Mortgaged Premises").
(d) Subject to the first proviso to this Clause, all the other assets of the Company located in the State of Maharashtra both present and future (other than its movable assets) for the time being pertaining to the Company's assets and properties together with the right, title and interest of the Company in any Governmental permits, authorisations, approvals, no objections, licenses and also together with the right, title and Interest of the Company in relation to any claims or proceeds arising in relation to insurance policies obtained by the Company or pertaining to any of the- assets of the Company (whether or not specifically mortgaged under this. Indenture) other than the Specifically Mortgaged Premises effectively charged by way of first fixed charge pursuant to the provisions of sub-clause (a) through (c) including without limitation its uncalled capital, goodwill, the bank accounts of the Company (other than the Retention Accounts) of or maintained by the Company In India and all amounts maintained therein and all monies, securities; Instruments, Investments and other property deposited in, credited to, or required to be deposited, therein or property de credited thereto and the Undertaking of the Company subject to prior charges on book debts, Borrower's stock of raw materials, semi-finished goods, finished goods and consumable stores in favour of Working Capital Lenders (hereinafter collectively referred to as "the General Assets"); Provided, that such charge on the General Assets shall rank as a floating charge and shall accordingly in no way hinder the Company from selling, leasing or otherwise disposing. of the same; or dealing with such assets or any part thereof in the ordinary course of Its business, free of any liens under this Indenture and in each case subject to and only as expressly permitted by the Financing Documents, the Security Documents and the Trust and Retention Agreement.
(iii) Notwithstanding anything contained herein, the mortgage and charge created in favour of the Security Trustee for the benefit of the Commitment Charge Lenders over the Specifically Mortgaged Premises and the General Assets shall rank second and subservient to the mortgage and charge created in favour of the Term Lenders.
6. Conversion of floating charge
The floating charge created pursuant to clause 5(i)(d) and clause 5(ii)(d),hereinabove shall automatically and without prior notice by the Security Trustee to the Company convert into a fixed charge as regards General Assets upon the occurrence and during the continuance of any Event. of Default in terms, of sections 10.1 of the Loan Agreements, the Guarantee Agreements or equivalent provision of the Commitment Charge Financing Documents or upon an event of Acceleration.
7. Pad passu ranking
The mortgage and charge created hereunder in favour of the Security Trustee for the benefit of the Term Lenders shall rank pad passu with all other security created or to be created in favour of any other lender:
Provided that:
(a) the mortgage and charge created In favour of the Security Trustee for the benefit of the Commitment Charge Lenders shall be second and subservient to the mortgage arid charge created in favour of Security Trustee for the benefit of the Term Lenders.
(b) the mortgage and charge created in favour of the Security Trustee for the benefit of the Term Lenders on the right, title and interest of the Company to payments due under the Fuel Supply Agreement in respect of Commitment Charges and interest thereon, shall be second and subservient to the mortgage and charge created in favour of the Security Trustee for the benefit of the Commitment Charge Lenders.
8. Security
(a) Continuing security
The security created by or pursuant to these presents is a continuing security and shall remain in full force and effect, notwithstanding any intermediate payment or settlement of account or other matter or thing whatsoever, and in particular the intermediate satisfaction by the. Company of the whole or any part of the Financial Assistance and the Commitment Charge, Financial Assistance and is in addition and without prejudice, to any, other security, guarantee, lien, indemnity or other right or remedy which the Security Trustee may now or hereafter hold for the Financial Assistance or the Commitment Charge Financial Assistance or any part thereof. This security may be enforced against the Company without first having recourse to any other rights of the Security Trustee, the Term Lenders or the Commitment Charge Lenders.
(b) Other security
This security is in addition to, and shall neither be merged in, nor in any way exclude or prejudice, or be affected by any other security, interest, right of recourse or other right whatsoever (or the invalidity thereof) which the Security Trustee, and/or the Term Lenders and the Commitment Charge Lenders may now or Many time hereafter hold or have (or would apart from this security hold or have) as regards the Company or any other person in respect of the Financial Assistance or the Commitment Charge Financial Assistance.
(c) Cumulative Powers
The powers which this Indenture confers on the Security Trustee and any receiver appointed hereunder are cumulative, without prejudice to their respective powers under the general law, and may be exercised as often as the, Security Trustee or the receiver thinks appropriate in accordance with these presents; the Security Trustee or the receiver may, in connection with the exercise of their powers, join or concur with any person in any transaction, scheme or arrangement whatsoever; and the Company acknowledges that the respective powers of the Security Trustee and the receiver shall in no circumstances whatsoever be suspended, waived or otherwise prejudiced by anything other than an express waiver or variation in writing.
(d) Avoidance of payments
If any amount paid by the Company in respect of the Financial Assistance or the Commitment Charge Financial Assistance is avoided or set aside on the liquidation or administration of the Company or otherwise, then for the purpose of this Indenture such amount shall not be considered to have been paid.
9. Further acquisition
(a) The Company hereby covenants with the Security Trustee that the Company shall, so long as the, Financial Assistance and the Commitment Charge Financial Assistance remains outstanding, promptly upon acquisition of any other immovable property in Maharashtra inform the Security Trustee and as soon as practicable thereafter at its own expense, without any demand on the part of the Security Trustee, the Term Lenders or the Commitment Charge Lenders, grant, convey, transfer, assign, secure and charge on the terms of these presents unto the Security Trustee to and for the, benefit of the Term Lenders by way of a first charge and to and for the benefit of the Commitment Charge Lenders by way of second and subservient charge, as and by way of additional security, such after acquired property or properties, rights and benefits in such property according to their respective tenures, and pending formal execution by the Company of assurances by way of additional security in favour of the Security Trustee for the benefit of the Term Lenders by way of first charge and the Commitment Charge Lenders ,by way of second charge, such after acquired property or properties shall be deemed to have always been comprised in these presents and accordingly all the provisions of this Indenture shall apply to such after acquired property.
(b) Any buildings and structures, machinery, plant, equipment, fixtures, articles and things which shall from time to time hereafter, during the continuance, of this security be erected or installed or be in or upon or about the premises hereinbefore expressed to be hereby granted, transferred and assigned or fixed or attached to any buildings or structures now standing or hereafter to be erected on the said premises and/or any part thereof respectively and situate, lying and being in the State of Maharashtra and used or intended to be used in connection with the business of the Company whether in substitution or replacement of or in addition to any buildings and, structures, machinery and plant, equipment, fixtures, articles and things now standing or being fix-ed or attached or used or Intended to be used in connection with the business of the Company Or otherwise shall be included in the present security and be subject to. the, trusts, provisions and covenants in these presents contained and the Company shall at its own costs forthwith vest the same in the Security Trustee.
10. Provision for redemption
If the Company shall have paid/repaid or discharged in full the Financial Assistance or the Commitment Charge Financial Assistance (as the case may be), the Security Trustee shall, with reasonable promptness, upon the written request and at the expense of the Company, reassign, re-transfer and release unto the Company or as the Company shall direct and do all such other things, as may be reasonably necessary to release from the security created hereunder, for the benefit of the Term Lenders or the Commitment Charge Lenders (as the case may be), without recourse and without any representation or warranty of any kind by or on behalf of the Security Trustee, such of the Mortgaged Premises or only such part of the Mortgaged Premises as constitute the security; as have not theretofore been sold or otherwise foreclosed, applied or released pursuant to this Indenture, Provided that such reassignment, retransfer or release of the security created under this Indenture shall not thereby affect or cause the reassignment, retransfer or release of any property or assets secured under any other mortgage or charge which ranks pad passu in point of security or otherwise.
12. Declarations and warranties
(a) In order to induce the Term Lenders and the Commitment Charge Lenders to enter into the respective Financing Documents and the Commitment Charge Financing Documents, and to induce the Term Lenders and the Commitment Charge Lenders to accept the present mortgage security, the Company has made the warranties set forth in the respective Financing Documents, the Commitment Charge Financing Documents and those stated in this Indenture. Relevant provisions of the respective Financing Documents and the Commitment Charge Financing Documents are hereby incorporated by reference (provided that if there is a waiver from time to time of any warranties under the Financing Documents or the Commitment Charge Financing Documents, there shall be deemed to be a like waiver hereunder) and made a part of this Indenture as if, such warranties and other relevant provisions were set forth in full herein.
(b) The Company acknowledges and accepts that the Term Lenders and the Commitment Charge Lenders agreed to enter into this Indenture on the basis of, and in full reliance of the warranties made herein.
(c) Security Trustee not to be under any obligation or liability:
Neither any assignment provided for or referred to in this Indenture nor the receipt by the Security Trustee of any payment pursuant to this Indenture including the insurances, shall cause the Security Trustee to be under any obligation or liability in respect of this Indenture including the insurances.
(d) Company to get in and realise claims:
The Company undertakes that at all times during the subsistence of the security created hereunder, but subject to the terms and conditions of the Security Documents, it shall get in and realise all claims in respect of the insurances. The Security Trustee to make such claims notwithstanding that no Event of Default under the Security Documents as occurred.
(e)Company to remain liable:
The Company shall remain liable to perform all the obligations assumed by it in relation to the Mortgaged Premises and the Security Trustee shall be under no obligation of any kind whatsoever, in respect thereof, to be under any liability whatsoever, to the Company to perform its obligations in respect thereof.
(f) The Company further confirms and warrants that:
(i) The Company is legally entitled and possessed of the corporate powers to execute, deliver and perform the terms and provisions of this Indenture and has taken all necessary corporate action to authorise the execution, delivery and performance by it of this Indenture;
(ii) This Indenture when executed and delivered will constitute its legal, valid and binding obligation;
(iii) Neither the execution and delivery by the Company of this Indenture, nor