NEWSLETTER-2017

374 NEWSLETTER 2017 deed or in an intercreditor agreement 10 , depending on the structure of the transaction. Powers and Duties of a Security Agent As noted above, the specific contractual duties of the Security Agent will be set out in the facility documentation. Essentially, the Security Agent holds the transaction security and is responsible for the enforcement of the security. It also acts as a conduit between the par- ties for payments and the distribution of the proceeds of enforcement. In taking on the role of trustee for the Secured Parties, the Se- curity Agent will also have fiduciary duties in respect of the Secured Parties, i.e. its beneficiaries. Among these fiduciary duties are: • there will be no conflict of interest in its actions with the interests of the Secured Parties; • it will not receive and retain any secret profits from the bor- rower or security provider; • it will act in good faith, and • it will use due diligence in exercising its powers. The rights and discretions enjoyed by the Security Agent are con- tained in Clause 21.8(a) - (i) of the Loan Market Association recom- mended Intercreditor Agreement 11 , which are typical rights enjoyed by security agents. These include the right to rely on any representation, notice or document that it believes to be genuine, correct and properly authorised. The Security Agent can also rely on any statement from a director or of an employee or authorised signatory, the content of which may reasonably be assumed to be within their knowledge or within their power to verify or assume the truth and accuracy in a certificate provided to it 12 . 10 See for instance Clause 21.1 of the Intercreditor Agreement of the Loan Market Association. 11 Loan Market Association’s (LMA) recommended form Intercreditor Agreement for Leveraged Acquisition Finance Transactions (Senior/Mezzanine), please see http://www.lma.eu.com/ for members. 12 The security agent and security trust provisions, Lexis PSL.