Second Lien Agent Sample Clauses

Second Lien Agent. (a) The Issuer has appointed U.S. Bank National Association to serve as the Second Lien Agent for the benefit of the Holders of Notes. The Second Lien Agent (directly or through co-trustees, agents or sub-agents) will act as Second Lien Agent pursuant to the Collateral Sharing Agreement, the Intercreditor Agreement and the Security Documents and will hold, and will be entitled to enforce, all Liens on the Collateral created by the Security Documents. (b) The Second Lien Agent is authorized and empowered to appoint one or more co-trustees, agents or sub-agents as it deems necessary or appropriate. (c) Subject to Section 7.01, neither the Trustee nor the Second Lien Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency or protection of any Second Priority Lien, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the Second Priority Liens or Security Documents or any delay in doing so. (d) Subject to the Collateral Sharing Agreement and the Intercreditor Agreement, the Second Lien Agent will be subject to such directions as may be given it by the Trustee from time to time (as required or permitted by this Indenture). Except as directed by the Trustee as required or permitted by this Indenture, the Collateral Sharing Agreement and the Intercreditor Agreement, the Second Lien Agent will not be obligated: (1) to act upon directions purported to be delivered to it by any other Person; (2) to foreclose upon or otherwise enforce any Second Priority Lien; or (3) to take any other action whatsoever with regard to any or all of the Second Priority Liens, Security Documents or Collateral. (e) The Second Lien Agent will be accountable only for amounts that it actually receives as a result of the enforcement of the Second Priority Liens or Security Documents. (f) In acting as Second Lien Agent or co-trustee, agent or sub-agent, the Second Lien Agent and each co-trustee, agent or sub-agent may rely upon and enforce each and all of the rights, powers, immunities, indemnities and benefits of the Trustee under Article 7 hereof.
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Second Lien Agent. In connection with its execution and acting hereunder, Second Lien Agent is entitled to all rights, privileges, protections, benefits, immunities and indemnities provided to it as trustee under the Second Lien Notes Indenture.
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Second Lien Agent. Section 1.1 Section 262............................................................................................. Section 3.1(c)
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Second Lien Agent. The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Second Lien Agent as if the Second Lien Agent were named as the Trustee herein and the Security Documents were named as this Indenture herein.
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Second Lien Agent. GA Capital, LLC, or any other financial institution or fund (and, if a fund, acceptable to the Administrative Agent in its reasonable discretion) in its capacity as second lien administrative agent and collateral agent under the Second Lien Loan Documents. Second Lien Lenders. Collectively, the lenders under the Second Lien Loan Documents.
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Second Lien Agent. The Second Lien Agent is entering into this Amendment at the direction of the Lenders under the Second Lien Financing Agreement.
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Second Lien Agent. The use of the term "Second Lien Agent" is used in this Agreement for convenience only, and the characterization of U.S. Bank National Association as such does not impose, and U.S. Bank National Association does not accept, any obligations to anyone other than in its capacity as Trustee and Collateral Agent, and in executing this Agreement in such capacity, U.S. Bank National Association does not subordinate any claims, rights or liens that it may hold from time to time in its individual capacity.
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Second Lien Agent. (a) The Bank of New York Mellon shall be the Second Lien Agent under the Security Documents. The Second Lien Agent shall be under no obligation to exercise any of its rights or powers under the Security Documents at the request of any Holder of the Notes unless such Holder shall have offered to the Second Lien Agent security and indemnity satisfactory to it against any loss, liability or expense. (b) Each of the Trustee and each of the Holders by acceptance of the Notes hereby irrevocably designates and appoints the Second Lien Agent to act as its agent under this Indenture, the Security Documents and the Intercreditor Agreement and each of the Trustee and each of the Holders by acceptance of the Notes hereby irrevocably authorizes the Second Lien Agent to perform the duties and exercise the rights, powers and discretions that are specifically given to it under the Security Documents or other documents to which it is a party, together with any other incidental rights, powers and discretions and execute each document to be executed by the Second Lien Agent on its behalf. The Second Lien Agent agrees to act as such on the express conditions contained in this Section 15.05. (c) The Second Lien Agent is each Holder’s agent for the purpose of perfecting the Holders’ security interest in assets which, in accordance with Article 9 of the Uniform Commercial Code can be perfected only by possession. (d) In the event of any amendments, supplements, modifications, extensions, renewals or restatements to any of the First Lien Documents, the Company shall promptly provide the documentation evidencing such change to the Second Lien Agent.
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Second Lien Agent 
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Related to Second Lien Agent

  • Secured Parties Each Secured Party that is not a party to the Credit Agreement who obtains the benefit of this Agreement shall be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of the Credit Agreement, and with respect to the actions and omissions of the Administrative Agent hereunder or otherwise relating hereto that do or may affect such Secured Party, the Administrative Agent and each of its Affiliates shall be entitled to all of the rights, benefits and immunities conferred under Article IX of the Credit Agreement.

  • Collateral Trustee (a) The Collateral Trustee will hold (directly or through co-trustees or agents) and, subject to the terms of the Intercreditor Agreement, will be entitled to enforce all Liens on the Collateral created by the Security Documents. (b) Except as provided in the Collateral Trust Agreement or as directed by an Act of Parity Lien Debtholders in accordance with the Collateral Trust Agreement, the Collateral Trustee will not be obligated: (i) to act upon directions purported to be delivered to it by any Person; (ii) to foreclose upon or otherwise enforce any Lien; or (iii) to take any other action whatsoever with regard to any or all of the Security Documents, the Liens created thereby or the Collateral. The Company will deliver to each Parity Lien Representative copies of all Security Documents delivered to the Collateral Trustee. (c) By accepting a Security, each Holder is deemed to authorize the Collateral Trustee to release or subordinate any Collateral that is permitted to be sold, reclassified or released or be subject to a Priority Lien pursuant to the terms of this Indenture and the Security Documents. By accepting a Security, each Holder is deemed to authorize the Collateral Trustee to execute and deliver to the Company, at the Company’s sole cost and expense, any and all releases of Liens, termination statements, assignments or other documents reasonably requested by the Company in connection with any sale, reclassification or other disposition of Collateral to the extent such sale, reclassification or other disposition, and such release of Liens, is permitted by the terms of this Indenture, the Security Documents and the Intercreditor Agreement. (d) Neither the Trustee nor the Collateral Trustee nor any of their respective officers, directors, employees, attorneys or agents shall be responsible for (i) perfecting, maintaining, monitoring, preserving or protecting the security interest or ▇▇▇▇ granted under the Security Documents or any agreement or instrument contemplated hereby or thereby, (ii) the filing, re-filing, recording, re-recording or continuing of any document, financing statement, Mortgage, assignment, notice, instrument of further assurance or other instrument in any public office at any time or times or (iii) providing, maintaining, monitoring or preserving insurance on or the payment of taxes with respect to the Collateral. The actions described in clauses (i) through (iii) shall be the sole responsibility of the Company and the Subsidiary Guarantors. (e) Neither the Trustee nor the Collateral Trustee nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, enforceability, effectiveness, or sufficiency of the Collateral Documents, for the creation, perfection, priority, sufficiency or protection of any Lien, including payment of any Taxes, charges or assessments upon the Collateral or otherwise as to the maintenance of the Collateral, or for any defect or deficiency as to any such matters, or, except as may be provided in the Collateral Trust Agreement, for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the Liens or Collateral Documents or any delay in doing so. Neither the Trustee nor the Collateral Trustee nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for making any filings or recordings to perfect or maintain the perfection of the Collateral Trustee’s Lien in the Collateral, including without limitation, the filing of any Uniform Commercial Code financing statements, continuation statements, Mortgages or any other filings. (f) In acting hereunder and under the other Note Documents, the Holders, the Company and the Subsidiary Guarantors agree that the Collateral Trustee shall be entitled to the rights, privileges, protections, immunities, indemnities and benefits provided to the Trustee hereunder as if such were provided to the Collateral Trustee.

  • Collateral Agent Each Buyer hereby (i) appoints ▇▇▇▇▇▇ Bay Master Fund Ltd., as the collateral agent hereunder and under the other Security Documents (in such capacity, the “Collateral Agent”), and (ii) authorizes the Collateral Agent (and its officers, directors, employees and agents) to take such action on such Buyer’s behalf in accordance with the terms hereof and thereof. The Collateral Agent shall not have, by reason hereof or any of the other Security Documents, a fiduciary relationship in respect of any Buyer. Neither the Collateral Agent nor any of its officers, directors, employees or agents shall have any liability to any Buyer for any action taken or omitted to be taken in connection hereof or any other Security Document except to the extent caused by its own gross negligence or willful misconduct, and each Buyer agrees to defend, protect, indemnify and hold harmless the Collateral Agent and all of its officers, directors, employees and agents (collectively, the “Collateral Agent Indemnitees”) from and against any losses, damages, liabilities, obligations, penalties, actions, judgments, suits, fees, costs and expenses (including, without limitation, reasonable attorneys’ fees, costs and expenses) incurred by such Collateral Agent Indemnitee, whether direct, indirect or consequential, arising from or in connection with the performance by such Collateral Agent Indemnitee of the duties and obligations of Collateral Agent pursuant hereto or any of the Security Documents. The Collateral Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Holders, and such instructions shall be binding upon all holders of Notes; provided, however, that the Collateral Agent shall not be required to take any action which, in the reasonable opinion of the Collateral Agent, exposes the Collateral Agent to liability or which is contrary to this Agreement or any other Transaction Document or applicable law. The Collateral Agent shall be entitled to rely upon any written notices, statements, certificates, orders or other documents or any telephone message believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person, and with respect to all matters pertaining to this Agreement or any of the other Transaction Documents and its duties hereunder or thereunder, upon advice of counsel selected by it.

  • Secured Party In performing its obligations under this Agreement, the Secured Party is subject to, and entitled to the benefits of, the terms of the Indenture that apply to the Indenture Trustee.

  • ABL Intercreditor Agreement (a) Notwithstanding anything herein to the contrary, the Liens granted to the Administrative Agent under this Security Agreement and the exercise of the rights and remedies of the Administrative Agent hereunder and under any other Collateral Document are subject to the provisions of the ABL Intercreditor Agreement. In the event of any conflict between the terms of the ABL Intercreditor Agreement and this Security Agreement or any other Collateral Document, the terms of the ABL Intercreditor Agreement shall govern and control. (b) In accordance with the terms of the ABL Intercreditor Agreement, all Term Priority Collateral delivered to the First Lien Agent shall be held by the First Lien Agent as gratuitous bailee for the Administrative Agent and the Secured Parties solely for the purpose of perfecting the security interest granted under this Security Agreement. Notwithstanding anything herein to the contrary, prior to the Discharge of Term Obligations, to the extent any Grantor is required hereunder to deliver Term Priority Collateral to the Administrative Agent and is unable to do so as a result of having previously delivered such Term Priority Collateral to the First Lien Agent in accordance with the terms of the First Lien Loan Documents, such Grantor’s obligations hereunder with respect to such delivery shall be deemed satisfied by the delivery to the First Lien Agent, acting as gratuitous bailee of the Administrative Agent and the Secured Parties. (c) Furthermore, at all times prior to the Discharge of Term Obligations, the Administrative Agent is authorized by the parties hereto to effect transfers of Term Priority Collateral at any time in its possession (and any “control” or similar agreements with respect to Term Priority Collateral) to the First Lien Agent. (d) Notwithstanding anything to the contrary herein but subject to the ABL Intercreditor Agreement, in the event the First Lien Loan Documents provide for the grant of a security interest or pledge over the assets of any Grantor and such assets do not otherwise constitute Collateral under this Security Agreement or any other Loan Document, such Grantor shall (i) promptly grant a security interest in or pledge such assets to secure the Secured Obligations, (ii) promptly take any actions necessary to perfect such security interest or pledge to the extent set forth in the First Lien Loan Documents and (iii) take all other steps reasonably requested by the Administrative Agent in connection with the foregoing. (e) Nothing contained in the ABL Intercreditor Agreement shall be deemed to modify any of the provisions of this Security Agreement, which, as among the Grantors and the Administrative Agent shall remain in full force and effect in accordance with its terms.