Common use of Second Lien Agent Clause in Contracts

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.

Second Lien Agent. (a) The Issuer has appointed U.S. Bank National Association to serve as of New York Mellon shall be the Second Lien Agent for under the benefit of the Holders of NotesSecurity Documents. The Second Lien Agent (directly shall be under no obligation to exercise any of its rights or through co-trustees, agents or sub-agents) will act as 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 pursuant security and indemnity reasonably satisfactory to it against any loss, liability or expense. (b) Each of the Collateral Sharing AgreementTrustee 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 Intercreditor Agreement and the Security Documents and will holdthe Intercreditor Agreements 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 will 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 entitled executed by the Second Lien Agent on its behalf. The Second Lien Agent agrees to enforce, all Liens act as such on the Collateral created by the Security Documentsexpress conditions contained in this Section 15.05. (bc) 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 each Holder’s agent for the existencepurpose of perfecting the Holders’ security interest in assets which, genuineness, value or protection of any Collateral, for the legality, enforceability, effectiveness or sufficiency in accordance with Article 9 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 soUniform Commercial Code can be perfected only by possession. (d) Subject 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 Collateral Sharing Agreement Second Lien Agent. (e) In acting hereunder and under the Security Documents, the Holders, the Issuers and the Intercreditor Guarantors agree that the Second Lien Agent shall be entitled to the rights, privileges, protections, immunities, indemnities and benefits provided to the Trustee hereunder as if such were provided to the Second Lien Agent. Furthermore, each Holder of a Note, by accepting such Note, appoints The Bank of New York Mellon as its second lien collateral agent, and consents to the terms of and authorizes and directs the Trustee (in each of its capacities) and the Second Lien Agent to enter into and perform the Security Documents in each of its capacities thereunder. (f) The Second Lien Agent shall not be responsible for (i) perfecting, maintaining, monitoring, preserving or protecting the security interest or lien granted under this Agreement, any other Security Document or any agreement or instrument contemplated hereby or thereby, (ii) the filing, re-filing, recording, re-recording or continuing or 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 any of the Collateral. The actions described in items (i) through (iii) shall be the sole responsibility of the Issuers. (g) The Second Lien Agent shall not be required to qualify in any jurisdiction in which it is not presently qualified to perform its obligations as Second Lien Agent. (h) Beyond the exercise of reasonable care in the custody of the Collateral in its possession, the Second Lien Agent will have no duty as to any Collateral in its possession or control or in the possession or control of any agent or bailee or any income thereon or as to preservation of rights against prior parties or any other rights pertaining thereto. The Second Lien Agent will be subject deemed to such directions as may be given it by have exercised reasonable care in 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, custody of the Collateral Sharing Agreement in its possession if the Collateral is accorded treatment substantially equal to that which it accords its own property, and the Intercreditor Agreement, the Second Lien Agent will not be obligated: (1) to act upon directions purported to be delivered to it by liable or responsible for any other Person; (2) to foreclose upon loss or otherwise enforce diminution in the value of any Second Priority Lien; or (3) to take any other action whatsoever with regard to any or all of the Collateral by reason of the act or omission of any carrier, forwarding agency or other agent or bailee selected by such Second Priority Liens, Security Documents or CollateralLien Agent in good faith. (ei) The Second Lien Agent will not be accountable only responsible for amounts that it actually receives as a result the existence, genuineness or value of any of the enforcement Collateral or for the validity, perfection, priority or enforceability of the Liens in any of the Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder, except to the extent such action or omission constitutes gross negligence or willful misconduct on the part of such Second Priority Lien Agent, as determined by a court of competent jurisdiction in a final, nonappealable order, for the validity or sufficiency of the Collateral or any agreement or assignment contained therein, for the validity of the title of any grantor to the Collateral, for insuring the Collateral or for the payment of taxes, charges, assessments or Liens upon the Collateral or Security Documents. (f) otherwise as to the maintenance of the Collateral. The Second Lien Agent hereby disclaims any representation or warranty to the present and future holders of the Obligations concerning the perfection of the Liens granted hereunder or in the value of any of the Collateral. In acting the event that the Second Lien Agent is required to acquire title to an asset for any reason, or take any managerial action of any kind in regard thereto, in order to carry out any fiduciary or trust obligation for the benefit of another, which in such Second Lien Agent’s sole discretion may cause such Second Lien Agent to be considered an “owner or operator” under any environmental laws or otherwise cause such Second Lien Agent to incur, or be exposed to, any environmental liability or any liability under any other federal, state or local law, such Second Lien Agent reserves the right, instead of taking such action, either to resign as Second Lien Agent or co-trustee, agent to arrange for the transfer of the title or sub-agent, control of the asset to a court appointed receiver. The Second Lien Agent will not be liable to any person for any environmental liability or any environmental claims or contribution actions under any federal, state or local law, rule or regulation by reason of such Second Lien Agent’s actions and each co-trusteeconduct as authorized, agent empowered and directed hereunder or sub-agent may rely upon and enforce each and all relating to any kind of discharge or release or threatened discharge or release of any hazardous materials into the rights, powers, immunities, indemnities and benefits of the Trustee under Article 7 hereofenvironment.

Second Lien Agent. (a) The Issuer has appointed U.S. Bank National Association Casella hereby appoints Wilmington Trust Company to serve act as Second Lien Agent, and the Second Lien Agent shall have the privileges, powers and immunities as set forth herein and in the Security Documents. Casella and the Guarantors hereby agree that the Second Lien Agent shall hold the Collateral in trust for the benefit of all of the Holders of Notes. The Second Lien Agent (directly or through co-trusteesand the Trustee, agents or sub-agents) will act as Second Lien Agent in each case, pursuant to the Collateral Sharing Agreement, terms of the Security Documents and subject to the terms of the Intercreditor Agreement and the Security Documents Second Lien Agent is hereby authorized to execute and will hold, and will be entitled to enforce, all Liens on the Collateral created by deliver the Security Documents. (b) The . Subject to the Intercreditor Agreement, the Second Lien Agent is authorized and empowered to appoint one or more co-trustees, agents or sub-agents Second Lien Agents as it deems necessary or appropriate. (cb) 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 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 Second-Priority Liens or Security Documents or any delay in doing so. (dc) Subject to the Collateral Sharing Agreement and the Intercreditor Agreement, the 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, and subject to the terms of the Intercreditor Agreement). Except as directed by the Trustee as required or permitted by this Indenture, Indenture or as required or permitted by the Collateral Sharing Agreement and the Intercreditor AgreementSecurity Documents, the Second Lien Agent will not be obligated: (1i) to act upon directions purported to be delivered to it by any other Person; (2ii) to foreclose upon or otherwise enforce any Second Second-Priority Lien; or (3iii) to take any other action whatsoever with regard to any or all of the Second Second-Priority Liens, Security Documents or Collateral. (ed) The Second Lien Agent will be accountable only for amounts that it actually receives as a result of the enforcement of the Second Second-Priority Liens or the Security Documents. (fe) In acting as Second Lien Agent or co-trustee, agent or sub-agentSecond Lien Agent, the Second Lien Agent and each co-trustee, agent or sub-agent Second Lien Agent may rely upon and enforce for its own benefit each and all of the rights, powers, immunities, indemnities and benefits of the Trustee under Article 7 Seven hereof, each of which shall also be deemed to be for the benefit of the Second Lien Agent. (f) At all times when the Trustee is not itself the Second Lien Agent, Casella will deliver to the Trustee copies of all Security Documents delivered to the Second Lien Agent and copies of all documents delivered to the Second Lien Agent pursuant to the Security Documents.