Notes Collateral Agent Clause Samples
The Notes Collateral Agent clause designates a party responsible for holding and managing collateral on behalf of noteholders in a secured financing arrangement. This agent acts as an intermediary, ensuring that any assets pledged as security for the notes are properly maintained, and may take actions such as enforcing security interests or distributing proceeds in the event of default. The core function of this clause is to centralize the administration of collateral, thereby protecting the interests of all noteholders and streamlining the enforcement process if the borrower fails to meet its obligations.
Notes Collateral Agent. (a) Each of the Holders by acceptance of the Notes, and each beneficial owner of an interest in a Note, hereby designates and appoint the Notes Collateral Agent as its agent under this Indenture and the Note Documents and each of the Holders by acceptance of the Notes hereby irrevocably authorizes the Notes Collateral Agent to take such action on its behalf under the provisions of this Indenture and the Note Documents and to exercise such powers and perform such duties as are expressly delegated to the Notes Collateral Agent by the terms of this Indenture and the Note Documents, and consents and agrees to the terms of each Notes Security Document, as the same may be in effect or may be amended, restated, supplemented or otherwise modified from time to time in accordance with its respective terms or the terms of this Indenture. The Notes Collateral Agent agrees to act as such on the express conditions contained in this Section 12.02. The provisions of this Section 12.02 are solely for the benefit of the Notes Collateral Agent and the Trustee, and none of the Holders nor the Issuer or the Guarantors shall have any rights as a third party beneficiary of any of the provisions contained herein. Each Holder agrees that any action taken by the Notes Collateral Agent in accordance with the provisions of this Indenture and/or the applicable Note Documents, and the exercise by the Notes Collateral Agent of any rights or remedies set forth herein and therein shall be authorized and binding upon all Holders. Notwithstanding any provision to the contrary contained elsewhere in this Indenture or the Note Documents, the duties of the Notes Collateral Agent shall be ministerial and administrative in nature, and the Notes Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein and in the other Note Documents to which the Notes Collateral Agent is a party, nor shall the Notes Collateral Agent have or be deemed to have any trust or other fiduciary relationship with the Trustee, any Holder or the Issuer or a Guarantor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture or the Note Documents or otherwise exist against the Notes Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Indenture with reference to the Notes Collateral Agent is not intended to connote any fiduciary or other implied (or expr...
Notes Collateral Agent. (a) The Company and each of the Holders by acceptance of the Notes hereby designates and appoints the Notes Collateral Agent as its agent under this Indenture, the Security Documents and the Intercreditor Agreements, and the Company and each of the Holders by acceptance of the Notes hereby irrevocably authorizes the Notes Collateral Agent to take such action on its behalf under the provisions of this Indenture, the Security Documents and the Intercreditor Agreements and to exercise such powers and perform such duties as are expressly delegated to the Notes Collateral Agent by the terms of this Indenture, the Security Documents and the Intercreditor Agreements, and consents and agrees to the terms of the Intercreditor Agreements and each Security Document, as the same may be in effect or may be amended, restated, supplemented or otherwise modified from time to time in accordance with their respective terms. The Notes Collateral Agent agrees to act as such on the express conditions contained in this Section 12.
Notes Collateral Agent. (a) By accepting a Note, each Holder thereof shall be deemed to have irrevocably appointed U.S. Bank National Association (and its successors) to act on its behalf as the Notes Collateral Agent under each of the Notes Collateral Documents and authorized the Notes Collateral Agent to (i) take such actions on its behalf and to exercise the rights and powers that are delegated to it by the terms of the Notes Collateral Documents or other documents to which it is a party, and (ii) execute each document expressed or permitted to be executed by the Notes Collateral Agent on its behalf. The Holders may not, individually or collectively, take any direct action to enforce any rights in their favor under the Notes Collateral Documents. The Holders of the Notes may only act through instruction to the Trustee, which, in turn, shall instruct the Notes Collateral Agent. The Notes Collateral Agent shall have no duties or obligations except those expressly set forth in the Notes Collateral Documents to which it is party. The Notes Collateral Agent shall not be liable for any action taken or not taken by it in the absence of its own gross negligence or willful misconduct. The Notes Collateral Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. The Notes Collateral Agent may also rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person and shall not incur any liability for relying thereon. The Notes Collateral Agent may consult with legal counsel (who may be counsel for the Issuer), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in reliance on the advice of any such counsel, accountants or experts. Without limiting the generality of the foregoing, the Notes Collateral Agent:
(i) shall not be subject to any fiduciary or other implied duties, regardless of whether an event of default has occurred and is continuing;
(ii) shall not have any duty to take any discretionary action or exercise any discretionary powers, except rights and powers expressly contemplated hereby or by the Notes Collateral Documents that the Notes Collateral Agent is required to exercise; provided that the Notes Collateral Agent shall not be required to take any ac...
Notes Collateral Agent. Pursuant to Section 11.01(a) of the Indenture, Citibank, N.A. hereby accepts the appointment by the Trustee and the Holders as the Notes Collateral Agent.
Notes Collateral Agent. (a) Wilmington Trust, National Association is hereby designated and appointed as the Notes Collateral Agent of the Holders under the Security Documents, and is authorized as the Notes Collateral Agent for such Holders to execute and enter into each of the Security Documents and all other instruments relating to the Security Documents and (i) to take action and exercise such powers and use such discretion as are expressly required or permitted hereunder and under the Security Documents and all instruments relating hereto and thereto and (ii) to exercise such powers and perform such duties as are, in each case, expressly delegated to the Collateral Agent by the terms hereof and thereof together with such other powers and discretion as are reasonably incidental hereto and thereto. Each Holder, by its acceptance of the Notes, consents and agrees to the terms of the Collateral Trust and Intercreditor Agreement and the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral and amendments to the Security Documents) as the same may be in effect or may be amended from time to time in accordance with their terms.
(b) The Notes Collateral Agent shall have no obligation to file, record, authorize or obtain any financing statements, notices, instruments, documents, agreements, consents or other papers as shall be necessary to (i) preserve, perfect or validate the security interest granted to the Notes Collateral Agent pursuant to the Indenture and the Security Documents or (ii) enable the Notes Collateral Agent to exercise and enforce its rights under the Indenture and the Security Documents with respect to such security interest; provided, however, that upon the receipt by the Notes Collateral Agent of a written request of the Issuer signed by an Officer in accordance with Section 13.04, the Notes Collateral Agent shall execute and enter into, any additional Security Document or amendment or supplement thereto, to be executed after the Issue Date as contemplated by this Indenture or the other Security Documents. In addition, the Notes Collateral Agent shall have no responsibility or liability (i) in connection with the acts or omissions of the Issuers in respect of the foregoing or (ii) for or with respect to the legality, validity and enforceability of any security interest created hereunder or under any Security Document or the perfection and priority of such security interest.
(c) The Notes Collateral A...
Notes Collateral Agent. (a) The holders of the Notes have, and by accepting a Note, each holder will be deemed to have, appointed the Notes Collateral Agent to act as its agent under the Security Documents and Intercreditor Agreements. The holders of the Notes have, and by accepting a Note, each holder will be deemed to have, authorized the Notes Collateral Agent to (i) perform the duties and exercise the rights, powers and discretions that are specifically given to it under the Security Documents and Intercreditor Agreements, together with any other incidental rights, power and discretions; and (ii) execute each Security Document and Intercreditor Agreement, waiver, modification, amendment, renewal or replacement expressed to be executed by the Notes Collateral Agent on its behalf.
(b) The rights, duties and obligations of the Notes Collateral Agent will be subject to the Intercreditor Agreements.
Notes Collateral Agent. Wilmington Trust, National Association is entering into this Agreement solely in its capacity as Notes Collateral Agent under the Indenture and shall be entitled to all of the rights, privileges and immunities of the Notes Collateral Agent set forth in the Indenture as if such rights, privileges and immunities were set forth herein.
Notes Collateral Agent. (a) The Issuers and each of the Holders by acceptance of the Secured Notes hereby designates and appoints the Notes Collateral Agent as its agent under this Indenture and the Security Documents and the Issuers and each of the Holders by acceptance of the Secured Notes hereby irrevocably authorizes the Notes Collateral Agent to take such action on its behalf under the provisions of this Indenture and the Security Documents and to exercise such powers and perform such duties as are expressly delegated to the Notes Collateral Agent with respect to such Holder’s Secured Notes by the terms of this Indenture and the Security Documents, and consents and agrees to the terms of each Security Document, as the same may be in effect or may be amended, restated, supplemented or otherwise modified from time to time in accordance with their respective terms. The Notes Collateral Agent agrees to act as such on the express conditions contained in this Section 12.
Notes Collateral Agent. The rights, privileges, protections, immunities and benefits given to the Trustee in this Indenture shall apply equally to the Notes Collateral Agent, including, without limitation, the right to compensation, expense reimbursement and indemnification and the right to resign.
Notes Collateral Agent. (a) The Notes Collateral Agent shall have all the rights, benefits, privileges, protections, indemnities and immunities provided in the Security Documents and, additionally, shall have all the rights, benefits, privileges, protections, indemnities and immunities provided to the “Trustee” under Article VII.
(b) Subject to Section 7.1, none of the Notes Collateral Agent, Trustee, Paying Agent or Registrar 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 Notes Liens, or any defect or deficiency as to any such matters.
(c) Except as required or permitted by the Security Documents, and the Intercreditor Agreements, the Holders, by accepting a Note, acknowledge that the Notes Collateral Agent will not be obligated:
(i) to act upon directions purported to be delivered to it by any Person, except in accordance with the Security Documents and the Intercreditor Agreements;
(ii) to foreclose upon or otherwise enforce any Lien granted pursuant to the Security Documents; or
(iii) to take any other action whatsoever with regard to any or all of the Notes Liens, Security Documents, Intercreditor Agreements or Collateral.
(d) The Notes Collateral Agent may be removed and replaced in the same manner as the Trustee, as provided the Notes Collateral Agreement and the MYT Third Lien Notes Pledge Agreement.