The Second Lien Collateral Agent Sample Clauses
The Second Lien Collateral Agent clause defines the role and responsibilities of the agent appointed to act on behalf of second lien lenders in a secured financing arrangement. This agent is typically responsible for holding and managing the collateral that secures the second lien obligations, coordinating enforcement actions, and communicating with both the borrower and other creditors. For example, if the borrower defaults, the Second Lien Collateral Agent would represent the interests of the second lien lenders in any foreclosure or liquidation proceedings. The core function of this clause is to ensure that the rights and interests of second lien lenders are collectively managed and protected, particularly in situations where their claims are subordinate to those of first lien lenders.
The Second Lien Collateral Agent. (i) The Second Lien Collateral Agent shall have such rights, powers, authorities and discretions as are (a) conferred on trustees by the Trustee Acts; (b) by way of supplement to the Trustee Acts as provided for in this Indenture and/or the English Security Documents; and (c) any which may be vested in the Second Lien Collateral Agent by law or regulation or otherwise.
(ii) Section 1 of the Trustee Act 2000 shall not apply to the duties of the Second Lien Collateral Agent in relation to the trusts constituted by this Indenture. Where there are any inconsistencies between the Trustee Acts and the provisions of this Indenture, the provisions of this Indenture shall, to the extent permitted by law, prevail and, in the case of any such inconsistency with the Trustee ▇▇▇ ▇▇▇▇, the provisions of this Indenture shall constitute a restriction or exclusion for the purposes of the Trustee ▇▇▇ ▇▇▇▇.
(iii) All moneys from time to time received or recovered by the Second Lien Collateral Agent in respect of the Trust Property and the net proceeds from the realization or enforcement of all or any part of the English Transaction Security shall be held by the Second Lien Collateral Agent on trust to apply them at such times as the Second Lien Collateral Agent considers appropriate in the order of priority set out in Section 6.10 (subject to the Intercreditor Agreements).
(iv) Nothing in any Note Documents constitutes the Second Lien Collateral Agent as an agent, trustee or fiduciary of any Issuer or Guarantor and the Second Lien Collateral Agent shall not be bound to account to any Second Priority Notes Secured Party for any sum or the profit element of any sum received by it for its own account.
(v) If the Second Lien Collateral Agent were to resign or be replaced, its resignation or replacement shall only take effect upon the transfer of the Trust Property to its successor.
The Second Lien Collateral Agent. Each Second Lien Claimholder (including the holders of the Initial Second Lien Notes issued under the Initial Second Lien Document, by their acceptance of the benefits of this Agreement and the Second Lien Collateral Documents and their direction to the Initial Second Lien Document Representative to enter into this Agreement) hereby irrevocably appoints the Second Lien Collateral Agent to act on its behalf as the Second Lien Collateral Agent hereunder and under each of the other Second Lien Collateral Documents, and authorizes the Second Lien Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Second Lien Collateral Agent by the terms hereof or thereof, including for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any Obligor to secure any of the Second Lien Obligations, together with such powers and discretion as are reasonably incidental thereto. In addition, to the extent required under the laws of any jurisdiction other than the United States of America, each Second Lien Claimholder hereby grants to the Second Lien Collateral Agent any required powers of attorney to execute, administer and enforce any Second Lien Collateral Document governed by the laws of such jurisdiction on such Second Lien Claimholder’s behalf. In this connection, the Second Lien Collateral Agent and any co-agents, sub-agents and attorneys-in-fact appointed by the Second Lien Collateral Agent pursuant to any Second Lien Document for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under any of the Second Lien Documents, or for exercising any rights and remedies thereunder at the direction of the relevant Second Lien Representative, shall be entitled to the benefits, without duplication, of all provisions of this Section 8 and the equivalent provision of any Second Lien Document (as though such co-agents, sub-agents and attorneys-in-fact were the “Second Lien Collateral Agent” or similar titled named therein) as if set forth in full herein with respect thereto.
The Second Lien Collateral Agent. Section 7.1 Second Lien Collateral Agent's Appointment as Attorney-in-Fact.
(a) Each Grantor hereby irrevocably constitutes and appoints the Second Lien Collateral Agent and any Related Person thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the name of such Grantor or in its own name, for the purpose of carrying out the terms of the Loan Documents, to take any appropriate action and to execute any document or instrument that may be necessary or desirable to accomplish the purposes of the Loan Documents, and, without limiting the generality of the foregoing, each Grantor hereby gives the Second Lien Collateral Agent and its Related Persons the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any of the following when an Event of Default shall be continuing:
(i) in the name of such Grantor, in its own name or otherwise, take possession of and indorse and collect any check, draft, note, acceptance or other instrument for the payment of moneys due under any account or general intangible or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Second Lien Collateral Agent for the purpose of collecting any such moneys due under any account or general intangible or with respect to any other Collateral whenever payable;
(ii) in the case of any Intellectual Property owned by or licensed to the Grantors, execute, deliver and have recorded any document that the Second Lien Collateral Agent may request to evidence, effect, publicize or record the Second Lien Collateral Agent's security interest in such Intellectual Property and the goodwill and general intangibles of such Grantor relating thereto or represented thereby;
(iii) pay or discharge taxes and Liens levied or placed on or threatened against any Collateral, effect any repair or pay any insurance called for by the terms of the Credit Agreement (including all or any part of the premiums therefor and the costs thereof);
(iv) execute, in connection with any sale provided for in Section 6.1 or Section 6.5, any document to effect or otherwise necessary or appropriate in relation to evidence the Sale of any Collateral; or
(v) (A) subject to the terms of the Closing Date Intercreditor Agreement, direct any party liable for any payment under any ...
The Second Lien Collateral Agent. (a) Each party hereto hereby acknowledges and agrees that the Second-Lien Collateral Agent is entering into this Agreement solely in its capacity as Trustee and Collateral Agent under the Second-Lien Notes Documents and not in its individual capacity.
(b) The Second-Lien Collateral Agent shall not be deemed to owe any fiduciary duty to the First-Lien Agent or the other First-Lien Creditors. With respect to the First-Lien Agent and the other First-Lien Creditors, each of the Second-Lien Collateral Agent undertakes to perform or to observe only such of its covenants and obligations as are specifically set forth in this Agreement and no implied covenants or obligations with respect to the First-Lien Agent or the other First-Lien Creditors shall be read into this Agreement against the Second-Lien Collateral Agent.
(c) The provisions of this Section 8.20 shall survive the termination of this Agreement.
The Second Lien Collateral Agent. Subject to the terms of the Intercreditor Agreement (including, without limitation, Section 5.5 of the Intercreditor Agreement), the Second-Lien Collateral Agent will hold in accordance with this Agreement all items of the Collateral at any time received under this Agreement. It is expressly understood and agreed that the obligations of the Second-Lien Collateral Agent as holder of the Collateral and interests therein and with respect to the disposition thereof, and otherwise under this Agreement, to the extent not inconsistent with the terms of the Intercreditor Agreement, are only those expressly set forth in this Agreement and this Intercreditor Agreement, if applicable. The Second-Lien Collateral Agent shall act hereunder on the terms and conditions set forth in Section 12 of the Second-Lien Credit Agreement.
The Second Lien Collateral Agent. By accepting a Note, each Holder is deemed to have irrevocably appointed the Second Lien Collateral Agent to act as its agent under the Security Documents and irrevocably authorized the Second Lien Collateral Agent to (i) 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 (ii) execute each document expressed to be executed by the Second Lien Collateral Agent on its behalf. The Second Lien Collateral Agent will have no duties or obligations except those expressly set forth in the Security Documents to which it is party; provided that no provision of this Indenture shall be construed to relieve the Second Lien Collateral Agent from liability for its own negligent action, its own negligent failure to act or its own willful misconduct. Notwithstanding the generality of the foregoing:
The Second Lien Collateral Agent. (a) The Issuer and each of the Guarantors hereby designates and appoints the Second Lien Collateral Agent to act as the collateral agent under this Indenture and the Security Documents, and each of the Holders, by acceptance of the Notes hereby, irrevocably agrees to such appointment and authorizes the Second Lien 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 Second Lien Collateral Agent 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 Second Lien Collateral Agent agrees to act as such on the express conditions contained in this SECTION 11.
The 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 Administrative Agent, First Lien Collateral Agent and the other First Lien Lenders. The Second Lien Collateral Agent undertakes to perform and observe only such covenants and obligations as are specifically set forth in herein, and no implied covenants or obligations shall be read into this Agreement against the Second Lien Collateral Agent.