Secured Party Representative Sample Clauses
The 'Secured Party Representative' clause designates a specific individual or entity to act on behalf of all secured parties in a transaction. This representative is typically authorized to take actions such as enforcing security interests, receiving notices, or making decisions related to the collateral. By centralizing authority, the clause streamlines communication and decision-making among multiple secured parties, reducing administrative complexity and ensuring coordinated enforcement of rights.
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Secured Party Representative. Each Lender, with respect to the Guaranteed Obligations, hereby constitutes and appoints Chardan Capital Markets, LLC, or its designee, as its representative (the “Secured Party Representative”) and their true and lawful attorney in fact, with full power and authority in each of their names and on behalf of each of them to act on behalf of each of them in the absolute discretion of the Secured Party Representative, but only with respect to the following provisions of this Security Agreement, with the power to (a) give and receive notices pursuant this Security Agreement, (b) waive any provision of this Security Agreement, (c) collect or accept funds or Collateral on behalf of the Lenders, (d) hold, maintain and enforce any lien and security interest in the Collateral (including, without limitation, the naming of Secured Party Representative, as agent for Creditors, as secured party in all UCC financing statements filed or to be filed against any Obligor in relation to the Collateral), and (e) to do all things and to perform all acts, including executing and delivering all agreements, certificates, receipts, instructions and other instruments contemplated by or deemed advisable to effectuate the intent of this Security Agreement, and enforcing any and all security interests and liens on the Collateral granted by each Obligor or any other person or entity to secure any Obligations. This appointment and grant of power and authority is by unanimous approval of the Lenders and the Lenders may change the Secured Party Representative by a written notice signed by all of the Lenders delivered to the Guarantor. Each Lender hereby consents to the taking of any and all actions and the making of any decisions required or permitted to be taken or made by the Secured Party Representative pursuant to this Security Agreement. Each Lender agrees that the Secured Party Representative shall have no obligation or liability to any person for any action or omission taken or omitted by the Secured Party Representative in good faith hereunder, and each Lender shall, on a proportionate basis in accordance with the proportion of debt owed to it by the Borrower, indemnify and hold the Secured Party Representative harmless from and against any and all loss, damage, expense or liability (including reasonable counsel fees and expenses) which the Secured Party Representative may sustain as a result of any such action or omission by the Secured Party Representative hereunder. The Guarant...
Secured Party Representative. For all purposes of this Agreement, (i) at all times prior to the receipt by Owner of the ABL Satisfaction Notice (as such term is defined in Section D.4 below), “Secured Party Representative” shall mean each of the ABL Collateral Agent and the SOA Collateral Agent and (ii) all times at and after Owner shall have received the ABL Satisfaction Notice, such term shall mean the SOA Collateral Agent. At all times covered by clause (i) of this Section C.4., in the event of any conflict between the requests or instructions given to Owner by the ABL Collateral Agent in accordance with this Agreement and the requests or instructions given to Owner by the SOA Collateral Agent in accordance with this agreement, Owner shall comply with the requests and instructions of the ABL Collateral Agent.
Secured Party Representative. (a) Prior to any Dexia Event of Default, the Dexia Guarantors, in their capacity as Secured Party Representative and on behalf of the Sovereign Guarantors, shall direct the day to day operations of the GIC Business Entities and the Administrator and shall direct in accordance with the ALM Procedures the management of the assets and liabilities of the GIC Business Entities and the Administrator, including cash management, asset and liability management and other normal day to day operations of the GIC Issuers, FSA PAL and the Administrator.
(b) If a Dexia Event of Default has occurred, FSA may elect (with a copy to the Dexia Guarantors) to become the Secured Party Representative, accelerate the Master Repurchase Agreement and enforce its rights over the Collateral, Dexia FP Collateral or FSAM PAL Collateral, assume control over the Administrator and direct the activities of the GIC Business Entities through the Administrator and exercise any other rights and remedies as set forth in Section 5.2, subject to Sections 5.4 and 7.5. Upon notice to the Collateral Agent of such election, the Collateral Agent shall follow solely the instructions of FSA with respect to the exercise of such rights.
(c) Each Dexia Guarantor may pledge or assign its rights as Secured Party Representative to the Sovereign Guarantors.
(d) Notwithstanding any other provision thereof and so long as the Sovereign Guarantee is in effect, the Secured Party Representative shall (x) (1) not take any action to restrict the Administrator in any respect from providing Dexia with access to such information as it may require to meet the undertakings by Dexia under the sections of the Sovereign Guarantee Reimbursement Agreement attached as Annex K and providing reasonable assistance to Dexia with a view to its complying with those undertakings regardless of whether a Dexia Event of Default has occurred (other than with respect to information for which Dexia is fully capable of accessing or compiling independently notwithstanding the occurrence of a Dexia Event of Default) and (2) in the event the Administrator fails to provide such access or reasonable assistance, and upon request by Dexia and at Dexia’s expense, take all reasonable steps to exercise any applicable rights of the Secured Party Representative to cause the Administrator to provide such access and reasonable assistance and (y) upon receipt of a request by Dexia or a Sovereign Guarantor explaining the relevant conflict, refrain from takin...
Secured Party Representative