Second Lien Collateral Agent. In connection with its appointment and acting hereunder, the Second Lien Collateral Agent is entitled to all the rights, privileges, protections and immunities provided to the Second Lien Collateral Agent under the Second Lien Security Agreement and the Intercreditor Agreement.
Second Lien Collateral Agent. (a) The Second Lien Trustee and each of the holders of the Notes, by acceptance of the Notes, hereby designates and appoints the Second Lien Collateral Agent as its agent under the Note Documents and the Second Lien Trustee and each of the holders of the Notes, by acceptance of the Notes, hereby irrevocably authorizes the Second Lien Collateral Agent to take such action on its behalf under the provisions of the Note Documents and to exercise such powers and perform such duties as are expressly delegated to the Second Lien Collateral Agent by the terms of the Note Documents, and consents and agrees to the terms of the Intercreditor Agreements and each Second Lien Collateral 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 Second Lien Collateral Agent agrees to act as such on the express conditions contained in this Section 13.08. The provisions of this Section 13.08 are solely for the benefit of the Second Lien Collateral Agent and none of the Second Lien Trustee, any of the holders of the Notes nor any of the Issuers or Guarantors shall have any rights as a third party beneficiary of any of the provisions contained herein other than as expressly provided in Section 13.03. Each holder of the Notes agrees that any action taken by the Second Lien Collateral Agent in accordance with the provision of the Note Documents, and the exercise by the Second Lien Collateral Agent of any rights or remedies set forth herein and therein shall be authorized and binding upon all holders of the Notes. Notwithstanding any provision to the contrary contained elsewhere in the Note Documents, the duties of the Second Lien Collateral Agent shall be ministerial and administrative in nature, and the Second Lien Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein and in the other Note Documents to which the Second Lien Collateral Agent is a party, nor shall the Second Lien Collateral Agent have or be deemed to have any trust or other fiduciary relationship with the Second Lien Trustee, any holder of the Notes or any Issuer or Guarantor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into the Note Documents exist against the Second Lien Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Indenture wi...
Second Lien Collateral Agent. (a) Notwithstanding anything to the contrary in this Agreement, the Intercreditor Agreement or the Parity Lien Documents, the parties hereto agree as follows:
(1) any reference to "Second Lien Collateral Agent" in the Intercreditor Agreement shall refer to the Collateral Trustee;
(2) the Collateral Trustee, as "Second Lien Collateral Agent", will not be required to take any action under the Intercreditor Agreement unless and until an Act of Parity Lien Debtholders directs the Collateral Trustee in writing, as "Second Lien Collateral Agent", to take such action; and
(3) in no event shall the Collateral Trustee, as "Second Lien Collateral Agent", be required to take any action in connection with the purchase or sale of Parity Lien Obligations under Section 3.06 of the Intercreditor Agreement.
(b) The parties hereto agree that this Section shall not be deemed to be in conflict or inconsistent with the Intercreditor Agreement pursuant to Section 9.11 of the Intercreditor Agreement.
Second Lien Collateral Agent. (a) The Bank of New York Mellon is appointed as Second Lien Collateral Agent for the benefit of the Holders of the Notes and shall initially act as Second Lien Collateral Agent under this Indenture and the Security Agreements.
(b) Subject to the terms of the Intercreditor Agreement and the Collateral Trust Agreement, the Second Lien Collateral Agent will hold (directly or through co-trustees or agents), and will be entitled to enforce on behalf of the Holders of Notes, all Liens on the Collateral.
(c) All of the rights, protections, benefits, privileges, indemnities and immunities granted to the Trustee hereunder shall inure to the benefit of the Second Lien Collateral Agent acting hereunder and under the Security Agreements.
Second Lien Collateral Agent. (a) The Company and each of the Holders by acceptance of the Notes hereby designates and appoints the Second Lien Collateral Agent as its agent under this Indenture, the Security Documents and the Intercreditor Agreement and the Company and each of the Holders by acceptance of the Notes hereby irrevocably authorizes the Second Lien Collateral Agent to take such action on its behalf under the provisions of this Indenture, the Security Documents and the Intercreditor Agreement and to exercise such powers and perform such duties as are expressly delegated to the Second Lien Collateral Agent by the terms of this Indenture, the Security Documents and the Intercreditor Agreement, and consents and agrees to the terms of the Intercreditor Agreement 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 Second Lien Collateral Agent agrees to act as such on the express conditions contained in this Section 12.
Second Lien Collateral Agent. S. BANK NATIONAL ASSOCIATION, in its capacity as Second Lien Collateral Agent
Second Lien Collateral Agent. Each party hereto hereby acknowledges and agrees that the Second Lien Collateral Agent is entering into this Agreement solely in its capacity as Second Lien Collateral Agent under the Second Lien Security Documents and not in its individual capacity. The Second Lien Collateral Agent shall not be deemed to owe any fiduciary duty to the First Lien Collateral Agent or the First Lien Lenders. The Second Lien Collateral Agent undertakes to perform and observe only such covenants and obligations as are specifically set forth herein, and no implied covenants or obligations shall be read into this Agreement against the Second Lien Collateral Agent.
Second Lien Collateral Agent. The Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Claimholders, hereby agrees that in the event the Second Lien Collateral Agent has resigned or been removed pursuant to Section 9.7 of the Second Lien Credit Agreement and no successor Second Lien Collateral Agent has been appointed (i) in the case of a resigning Second Lien Collateral Agent, within the time period provided therein or (ii) in the case of a removed Second Lien Collateral Agent, at the effective time of removal, then, in any such event, the First Lien Collateral Agent and the other First Lien Claimholders may treat any Second Lien Claimholder as the Second Lien Collateral Agent for purposes of this Agreement (and such Second Lien Claimholder hereby agrees to fulfill all the responsibilities of the Second Lien Collateral Agent) until notice of the appointment of a successor Second Lien Collateral Agent has been given to the First Lien Collateral Agent.
Second Lien Collateral Agent. For the avoidance of doubt it is understood and agreed that Second-Lien Collateral Agent is not a party to any First-Lien Documents, is not bound by any of their terms nor has any obligations (express or implied) under any such documents, is not deemed to have any knowledge related thereto and will not be required to refer to any such agreements for any reason whatsoever. The Second-Lien Collateral Agent shall not have nor shall it be deemed to owe any fiduciary duty to any holders of First-Lien Obligations or the First-Lien Collateral Agent. With respect to the holders of First-Lien Obligations and the First-Lien Collateral Agent, the Second-Lien Collateral Agent undertakes to perform or to observe only such of its covenants or obligations as are specifically set forth in this Agreement and no implied covenants or obligations with respect to the holders of First-Lien Obligations or the First-Lien Collateral Agent shall be read into this Agreement against the Second-Lien Collateral Agent.
Second Lien Collateral Agent. In acting hereunder, the Second Lien Collateral Agent shall have the benefits of the rights, protections and immunities granted to as trustee in the Indenture, all of which are incorporated by reference herein, mutatis mutandis.
