Examples of Note Security Agent in a sentence
Notwithstanding any other provision hereof, this Section 11.02 shall not apply to claims under any Guarantee in respect of fees, expenses and other amounts payable to the Trustee, the Security Agent or the Note Security Agent hereunder or under the Security Documents, the Intercreditor Agreement or the Security Trust Agreement which fees, expenses and other amounts shall not be subordinated in right of payments to Senior Indebtedness.
Each of ABL Agent and Note Security Agent may demand specific performance of this Agreement.
Until the Discharge of Note Obligations has occurred, if ABL Agent or any ABL Claimholders shall, at any time, receive any proceeds of any such insurance policy or any such award or payment in contravention of this Agreement, it shall segregate and hold in trust and forthwith pay such proceeds over to Note Security Agent in accordance with the terms of Section 4.2.
Any exercise of discretion on behalf of ABL Agent or Note Security Agent shall be exercised in accordance with the terms of the ABL Loan Documents or the Note Documents, respectively.
Note Security Agent is executing and delivering this Agreement solely in its capacity as such and pursuant to direction set forth in the Note Documents; and in so doing, Note Security Agent shall not be responsible for the terms or sufficiency of this Agreement for any purpose.
Upon the Discharge of ABL Obligations, ABL Agent shall deliver any remaining ABL Priority Collateral and proceeds thereof and Applicable ABL Priority Collateral Distributions held by it in the same form as received, with any necessary endorsements (such endorsements shall be without recourse and without any representation or warranty) to Note Security Agent, to be applied by Note Security Agent to the Note Obligations until the Discharge of Note Obligations shall have occurred.
The Company issued the Notes under an Indenture, dated as of July 25, 2005 (the “Indenture”), among the Company, the Guarantors, The Bank of New York, as Trustee, Principal Paying Agent, Registrar and Transfer Agent, and ING Bank N.V., London Branch, as Note Security Agent.
Upon delivery of such notice of exercise of access rights by ABL Agent to Note Security Agent, the parties shall confer in good faith to coordinate with respect to ABL Agent’s exercise of such access rights.
Nothing in this Article shall apply to the claims of, or payments to, the Trustee under or pursuant to Section 7.6 or to those of the Note Security Agent under Sections 11.5 and 11.6.
Notwithstanding anything herein to the contrary, neither ABL Agent nor Note Security Agent shall have any responsibility for the preparation, filing or recording of any instrument, document or financing statement or for the perfection or maintenance of any security interest created hereunder.