Concerning the Security Agent Clause Samples
The "Concerning the Security Agent" clause defines the role, powers, and responsibilities of the security agent in a secured transaction. Typically, this clause outlines how the security agent acts on behalf of all secured parties, manages the collateral, and enforces security interests if a default occurs. For example, it may specify the agent's authority to release or enforce security, distribute proceeds, or take legal action. Its core practical function is to centralize the administration of security interests, ensuring efficient and coordinated action among multiple lenders or creditors.
Concerning the Security Agent. 10.1 Rights and Duties of Security Agent 55 10.2 Evidence, Experts and Advisers 56
10.3 Security Agent Not Required to Give Security 56
10.4 Protection of Security Agent 57 10.5 Resignation, Removal or Replacement of Security Agent 58 10.6 Acceptance of Agency 58 10.7 Authority of Security Agent 58 10.8 Indemnification 59
Concerning the Security Agent. (A) The Security Agent is authorized to take all such action as is provided to be taken by it as Security Agent hereunder and all other action reasonably incidental thereto. As to any matters not expressly provided for herein (including, without limitation, the timing and methods of realization upon the Collateral) the Security Agent shall act or refrain from acting in accordance with written instructions from the Required Banks or, in the absence of such instructions, in accordance with its discretion.
(B) Citicorp USA, Inc. and its affiliates may accept deposits from, lend money to, and generally engage in any kind of business with the Borrower or any Subsidiary or affiliate of the Borrower as if it were not the Security Agent hereunder.
(C) The obligations of the Security Agent hereunder are only those expressly set forth herein. Without limiting the generality of the foregoing, the Security Agent shall not be required to take any action with respect to any Default or Event of Default, except as expressly provided herein.
(D) The Security Agent may consult with legal counsel, independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with the advice of such counsel, accountants or experts.
(E) Neither the Security Agent nor any director, officer, agent, or employee of the Security Agent shall be liable for any action taken or not taken by it in connection herewith (i) with the consent or at the request of the Required Banks or (ii) in the absence of its own gross negligence or willful misconduct. Neither the Security Agent, nor any of its affiliates, nor any of their respective directors, officers, agents or employees, shall be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation made in connection with this Agreement; (ii) the performance or observance of any of the covenants or agreements of the Grantors, or (iii) the validity, effectiveness or genuineness of this Agreement or any instrument or writing furnished in connection herewith. The Security Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement, or other writing (which may be a bank wire, telex or similar writing) believed by it to be genuine or to be signed by the proper party or parties. The Security Agent shall not be responsible for the existence, genuineness or value of ...