Security Agent’s rights Sample Clauses
The 'Security Agent’s rights' clause defines the powers and authorities granted to the security agent in a financing arrangement. Typically, this clause allows the security agent to act on behalf of all secured parties, enforce security interests, and manage collateral in the event of a default. For example, the security agent may be authorized to take possession of assets, initiate legal proceedings, or distribute proceeds from the sale of collateral. The core function of this clause is to centralize the enforcement of security interests, ensuring efficient and coordinated action to protect the interests of all lenders or creditors involved.
Security Agent’s rights. Subject to the provisions of this Deed, the Security Agent may:
(a) perform any of its duties, obligations and responsibilities under the Security Documents or this Deed by or through its personnel, delegates or agents (on the basis that the Security Agent may extend the benefit of any indemnity received by it hereunder to its personnel, delegates or agents);
(b) refrain from exercising any right, power or discretion vested in it under the Security Documents or this Deed until it has received instructions in accordance with this Deed;
(c) refrain from doing anything which would or might in its opinion be contrary to any law, directive or judgment of any court of any jurisdiction or otherwise render it liable to any person and may do anything which is in its reasonable opinion necessary to comply with any such law, directive or judgment;
(d) if it receives instructions or directions from the relevant Facility Agent to take any action in relation to this Deed or the Security Documents, assume that all applicable conditions for taking that action have been satisfied;
(e) assume that (i) any representation made or deemed to be made by any party to the Finance Documents is true; (ii) no Default has occurred; and (iii) all the Obligors are in compliance with their obligations under the Finance Documents to which they are a party unless an officer of the Security Agent, while active on the account of the Obligors, acquires actual knowledge to the contrary;
(f) without being liable to any person for any delay or loss caused thereby, refrain from taking any step (or further step) to protect or enforce the rights of any Beneficiary under any of the Security Documents or this Deed until it has been indemnified and/or secured to its satisfaction against any and all costs, losses, expenses or liabilities (including legal fees) which it would or might sustain or incur as a result;
(g) accept and rely on any notice, communication, information, certificate, legal opinion or other document believed by it to be genuine and correct and assume it to have been communicated or signed by the person by whom it purports to be communicated and signed without incurring any liability for so accepting and relying, without having any duty to enquire as to the accuracy thereof and without being bound to ask for further evidence or authority or otherwise;
(h) accept and rely as to any matter of fact which might reasonably be expected to be within the knowledge of any person in a statemen...
Security Agent’s rights. The Buyer covenants and undertakes with the Security Agent to do or permit to be done each and every act or thing which the Security Agent may from time to time require to be done for the purpose of enforcing the Security Agent’s rights under this Deed and to allow its name to be used as and when required by the Security Agent for that purpose.
Security Agent’s rights. Notwithstanding the releases referred to in Clause 2 (Release), the provisions of the Interim Documents which provide for rights, powers, discretions, exclusions or limitations of liability, indemnities or other protections, in favour of the Security Agent shall continue to apply in relation to the actions of the Security Agent taken (or omitted to be taken) and the performance by the Security Agent of its role and in relation to the matters contemplated by this Deed.
Security Agent’s rights. In respect of the New Security Documents, the Security Agent may:
(a) in the exercise of any right, remedy, power or discretion in relation to any matter, or in any context, not expressly provided for by this Agreement, act or, as the case may be, refrain from acting in accordance with the instructions of an Instructing Group (or the Majority Senior Subordinated Banks where Subclause 10.2(b) (Competing Instructions to the Security Agent) applies), and shall be fully protected in so doing;
(b) unless and until it shall have received directions from an Instructing Group (or the Majority Senior Subordinated Banks where Subclause 10.2(b) (Competing Instructions to the Security Agent) applies), take such action, or refrain from taking such action, in respect of a Default, or a "Default" as defined in the Senior Subordinated Facility Agreement, of which the Security Agent has actual knowledge as it shall deem advisable in the best interests of the Secured Creditors (but shall not be obliged to do so);
(c) refrain from acting in accordance with any instructions of an Instructing Group (or the Majority Senior Subordinated Banks where Subclause 10.2(b) (Competing Instructions to the Security Agent) applies) to institute any legal proceedings arising out of or in connection with this Agreement and/or the New Security Documents until IT has been indemnified and/or secured to its satisfaction against any and all costs, expenses or liabilities (including legal fees) which it would or might incur as a result;
(d) deem and treat (i) each Senior Bank or Senior Subordinated Bank as the person entitled to the benefit of the Contribution, or the "Contribution" as defined in the Senior Subordinated Facility Agreement, of such Secured Creditor for all purposes of the Secured Debt Finance Documents unless and until a Substitution Certificate, or a "Substitution Certificate" under the Senior Subordinated Facility Agreement, shall have been filed with the Senior Agent or, as applicable, the Senior Subordinated Agent and shall have become effective, and (ii) the office set opposite the name of a Senior Bank or Senior Subordinated Bank in schedule 1 to the Senior Facilities Agreement or the Senior Subordinated Facility Agreement, as the case may be, or in any relevant Substitution Certificate or Substitution Certificate under the Senior Subordinated Facility Agreement, as such Senior Bank's or such Senior Subordinated Bank's lending office unless and until a written notice of chang...
Security Agent’s rights. Subject to applicable law, the Security Agent may:
Security Agent’s rights. Notwithstanding any other provision of any Debt Document to the contrary, the Security Agent is not obliged to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties, obligations or responsibilities or the exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such funds or adequate indemnity against, or security for, such risk or liability is not reasonably assured to it.
Security Agent’s rights