First Lien Collateral Agent Sample Clauses

First Lien Collateral Agent. (a) The First Lien Collateral Agent shall have all the rights and protections provided in the Security Documents.
Sample 1Sample 2Sample 3See All (25)
AutoNDA by SimpleDocs
First Lien Collateral Agent. (a) The First Lien Trustee and each of the holders of the Notes, by acceptance of the Notes, hereby designates and appoints the First Lien Collateral Agent as its agent under the Note Documents and the First Lien Trustee and each of the holders of the Notes, by acceptance of the Notes, hereby irrevocably authorizes the First 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 First Lien Collateral Agent by the terms of the Note Documents, and consents and agrees to the terms of the Intercreditor Agreements and each First 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 First 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 First Lien Collateral Agent and none of the First 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 First Lien Collateral Agent in accordance with the provision of the Note Documents, and the exercise by the First 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 First Lien Collateral Agent shall be ministerial and administrative in nature, and the First 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 First Lien Collateral Agent is a party, nor shall the First Lien Collateral Agent have or be deemed to have any trust or other fiduciary relationship with the First 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 First Lien Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Indenture with reference to t...
Sample 1Sample 2Sample 3See All (5)
First Lien Collateral Agent. It is understood and agreed that the First Lien Collateral Agent is entering into this Agreement in its capacity as First Lien Collateral Agent under the First Lien Intercreditor Agreement, and the provisions of Article VI of the First Lien Intercreditor Agreement applicable to it as collateral agent thereunder shall also apply to it as First Lien Collateral Agent hereunder.
Sample 1Sample 2
First Lien Collateral Agent. (a) The First Lien Collateral Agent shall initially act as collateral agent and shall be authorized to appoint co-First Lien Collateral Agents as necessary in its sole discretion, to the extent set forth in the First Lien Intercreditor Agreement. Except as otherwise explicitly provided herein or in the Security Documents and the First Lien Intercreditor Agreement, neither the First Lien Collateral Agent nor any of its respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The First Lien Collateral Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither the First Lien Collateral Agent nor any of its officers, directors, employees or agents shall be responsible for any act or failure to act hereunder, except for its own willful misconduct, gross negligence or bad faith.
Sample 1Sample 2
First Lien Collateral Agent. XXXXX FARGO BANK, N.A., solely in its capacity as First Lien Collateral Agent By:__________________________________ Name: Xxxxxxx Xxxxxx Title: Vice President FIRST LIEN ADMINISTRATIVE AGENT: XXXXX FARGO BANK, N.A., solely in its capacity as First Lien Administrative Agent By:__________________________________ Name: Xxxxxxx Xxxxxx Title: Vice President SECOND LIEN COLLATERAL AGENT: XXXXX FARGO BANK, N.A., solely in its capacity as Second Lien Collateral Agent By:__________________________________ Name: Xxxxxxx Xxxxxx Title: Vice President SECOND LIEN ADMINISTRATIVE AGENT: XXXXX FARGO BANK, N.A., solely in its capacity as Second Lien Administrative Agent By:__________________________________ Name: Xxxxxxx Xxxxxx Title: Vice President ACKNOWLEDGED AND AGREED: BORROWERS: PACIFIC ETHANOL HOLDING CO. LLC, as Borrower By:__________________________________ Name:________________________________ Title:_________________________________ PACIFIC ETHANOL MADERA LLC, as Borrower By:__________________________________ Name:________________________________ Title:_________________________________ PACIFIC ETHANOL COLUMBIA, LLC, as Borrower By:__________________________________ Name:________________________________ Title:_________________________________ PACIFIC ETHANOL STOCKTON LLC, as Borrower By:__________________________________ Name:________________________________ Title:_________________________________ PACIFIC ETHANOL MAGIC VALLEY, LLC, as Borrower By:__________________________________ Name:________________________________ Title:_________________________________ BORROWERS’ AGENT: PACIFIC ETHANOL HOLDING CO. LLC, as Borrowers’ Agent By:__________________________________ Name:________________________________ Title:_________________________________ SCHEDULE D CONSENT AND AGREEMENT (Senior Credit Agreement) This CONSENT AND AGREEMENT (this "Consent"), dated as of April __, 2014, among CHS INC., a Minnesota cooperative corporation ("CHS"), Pacific Ethanol Madera LLC, a Delaware limited liability company (the "Borrower"), and Xxxxx Fargo Bank, N.A., as collateral agent (together with its successors in such capacity, the "Collateral Agent") for the Senior Secured Parties identified in the Credit Agreement (as defined below) (the “Secured Parties”).
Sample 1
First Lien Collateral Agent. To the extent applicable, the provisions of Section 10 shall apply, mutatis mutandis, to JPMorgan Chase Bank, N.A. in its capacity as First Lien Collateral Agent, and to any successor First Lien Collateral Agent, provided that, notwithstanding Section 10.9, JPMorgan Chase Bank, N.A. as initial First Lien Collateral Agent shall have the right to appoint a successor to itself as First Lien Collateral Agent without the consent of the Borrowers or any Lender, provided that such successor First Lien Collateral Agent is a bank, trust company or other financial institution of recognized standing with an office located in New York City and is legally able to perform the functions of the First Lien Collateral Agent under the First Lien Loan Documents (it being understood that any fee to be charged by such successor First Lien Collateral Agent shall be subject to separate agreement between the First Lien Collateral Agent and the Borrowers).
Sample 1
First Lien Collateral Agent. Notwithstanding anything contained herein to the contrary, upon the satisfaction in full of the Obligations under the First Lien Credit Agreement, the First Lien Collateral Agent shall have no more rights or obligations in respect of this Agreement and the other Loan Documents, except as may be specifically provided for herein or in the Intercreditor and Subordination Agreements, the Collateral Agent shall act as successor therefor, and all references herein to the “First Lien Collateral Agent” and the “Required Holders” shall be deemed to be referenced to the “Collateral Agent” and “Required Lenders”, respectively; provided, however, that the First Lien Collateral Agent shall continue to act as subagent for the Collateral Agent in respect of the Collateral to the extent provided for in the Intercreditor and Subordination Agreements. The remainder of this page is intentionally left blank. Second Amended and Restated Security Agreement
Sample 1
AutoNDA by SimpleDocs
First Lien Collateral Agent. (a) The parties acknowledge that all of the rights, protections, immunities and powers (including, without limitation, the right to indemnification) applicable to Wilmington Trust, National Association as the “Collateral Agent” under the First Lien Indenture and, if applicable, as “First Lien Collateral Agent” under the Collateral Agency Agreement, are hereby incorporated by reference and shall be applicable to Wilmington Trust, National Association as First Lien Collateral Agent under this Agreement as if fully set forth herein.
Sample 1
First Lien Collateral Agent. Each of the Administrative Agent and the Lender Parties hereby designates and appoints CLMG as First Lien Collateral Agent under this Agreement and the other Loan Documents and authorizes CLMG, in the capacity of First Lien Collateral Agent, to (A) execute, deliver and perform the obligations, if any, of the First Lien Collateral Agent, as applicable under this Agreement and each other Loan Document and (B) take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the First Lien Collateral Agent by the terms of this Agreement and the other Loan Documents,
Sample 1

Related to First Lien Collateral Agent

  • The Collateral Agent The 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 Collateral Agent as holder of the Collateral and interests therein and with respect to the disposition thereof, and otherwise under this Agreement, are only those expressly set forth in this Agreement and in Section 12 of the Credit Agreement. The Collateral Agent shall act hereunder and thereunder on the terms and conditions set forth herein and in Section 12 of the Credit Agreement.

  • Collateral Agent (i) Collateral Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to Lenders and Company. Upon any such notice of resignation, the Requisite Lenders shall have the right, upon five (5) Business Days’ notice to Company, to appoint a successor Collateral Agent provided, that the appointment of a successor Collateral Agent shall require (so long as no Default or Event of Default has occurred and is continuing) Company’s approval, which approval shall not be unreasonably withheld, delayed or conditioned. If, however, a successor Collateral Agent is not appointed within sixty (60) days after the giving of notice of resignation, the Collateral Agent may petition a court of competent jurisdiction for the appointment of a successor Collateral Agent. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, that successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent and the retiring Collateral Agent shall promptly (i) transfer to such successor Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Collateral Agent under the Credit Documents, and (ii) execute and deliver to such successor Collateral Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the appointment of such successor Collateral Agent and the assignment to such successor Collateral Agent of the security interests created under the Collateral Documents, whereupon such retiring Collateral Agent shall be discharged from its duties and obligations hereunder. After any retiring Collateral Agent’s resignation hereunder as Collateral Agent, the provisions of this Section 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent hereunder.

  • Collateral Trustee (a) The Collateral Trustee will hold (directly or through co-trustees or agents) and, subject to the terms of the Intercreditor Agreement, will be entitled to enforce all Liens on the Collateral created by the Security Documents.

  • Secured Parties Each Secured Party that is not a party to the Credit Agreement who obtains the benefit of this Agreement shall be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of the Credit Agreement, and with respect to the actions and omissions of the Administrative Agent hereunder or otherwise relating hereto that do or may affect such Secured Party, the Administrative Agent and each of its Affiliates shall be entitled to all of the rights, benefits and immunities conferred under Article IX of the Credit Agreement.

  • Appointment of Collateral Agent Each Secured Party hereby irrevocably designates JPMorgan Chase Bank, N.A. as Collateral Agent under this Agreement and the other Loan Documents. The Secured Parties each hereby (i) irrevocably authorizes the Collateral Agent (x) to enter into the Loan Documents to which it is a party, and (y) at its discretion, to take or refrain from taking such actions as agent on its behalf and to exercise or refrain from exercising such powers under the Loan Documents as are delegated by the terms hereof or thereof, as appropriate, together with all powers reasonably incidental or related thereto, and (ii) agrees and consents to all of the provisions of the Security Documents. All Collateral shall be held or administered by the Collateral Agent (or its duly-appointed agent) for its own benefit and for the ratable benefit of the other Credit Parties. Any proceeds received by the Collateral Agent from the foreclosure, sale, lease or other disposition of any of the Collateral and any other proceeds received pursuant to the terms of the Security Documents or the other Loan Documents shall be paid over to the Administrative Agent for application as provided in this Agreement and the other Loan Documents. The Collateral Agent shall have no duties or responsibilities except as set forth in this Agreement and the other Loan Documents, nor shall it have any fiduciary relationship with any other Secured Party, and no implied covenants, responsibilities, duties, obligations, or liabilities shall be read into the Loan Documents or otherwise exist against the Collateral Agent.

  • Concerning Collateral Agent (a) The Collateral Agent has been appointed as collateral agent pursuant to the Credit Agreement. The actions of the Collateral Agent hereunder are subject to the provisions of the Credit Agreement. The Collateral Agent shall have the right hereunder to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking action (including the release or substitution of the Pledged Collateral), in accordance with this Agreement and the Credit Agreement. The Collateral Agent may employ agents and attorneys-in-fact in connection herewith and shall not be liable for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. The Collateral Agent may resign and a successor Collateral Agent may be appointed in the manner provided in the Credit Agreement. Upon the acceptance of any appointment as the Collateral Agent by a successor Collateral Agent, that successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent under this Agreement, and the retiring Collateral Agent shall thereupon be discharged from its duties and obligations under this Agreement. After any retiring Collateral Agent’s resignation, the provisions hereof shall inure to its benefit as to any actions taken or omitted to be taken by it under this Agreement while it was the Collateral Agent.

  • Rights of the Collateral Agent In the event of any conflict between any terms and provisions set forth in this Agreement and those set forth in any other Security Document, the terms and provisions of this Agreement shall supersede and control the terms and provisions of such other Security Document. In the event there is any bona fide, good faith disagreement between the other parties to this Agreement or any of the other Security Documents resulting in adverse claims being made in connection with Collateral held by the Collateral Agent and the terms of this Agreement or any of the other Security Documents do not unambiguously mandate the action the Collateral Agent is to take or not to take in connection therewith under the circumstances then existing, or the Collateral Agent is in doubt as to what action it is required to take or not to take hereunder or under the other Security Documents, it will be entitled to refrain from taking any action (and will incur no liability for doing so) until directed otherwise in writing by a request signed jointly by the parties hereto entitled to give such direction or by order of a court of competent jurisdiction.

  • Non-Reliance on Collateral Agent The Collateral Agent shall not be required to keep itself informed as to the performance or observance by the Purchase Contract Agent or any Holder of Securities of this Agreement, the Purchase Contract Agreement, the Securities or any other document referred to or provided for herein or therein or to inspect the properties or books of the Purchase Contract Agent or any Holder of Securities. The Collateral Agent shall not have any duty or responsibility to provide the Company with any credit or other information concerning the affairs, financial condition or business of the Purchase Contract Agent or any Holder of Securities (or any of their affiliates) that may come into the possession of the Collateral Agent or any of its affiliates.

  • Collateral The Collateral for this Note includes the Funding Agreement and the Guarantee specified on the face hereof.

  • Successor Administrative Agent and Collateral Agent (a) Administrative Agent and Collateral Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to Lxxxxxx and Bxxxxxxx. Upon any such notice of resignation, Requisite Lenders shall have the right, upon five (5) Business Days’ notice to Bxxxxxxx, to appoint a successor Administrative Agent and Collateral Agent; provided that in no event shall any such successor Agent be a Defaulting Lender. Upon the acceptance of any appointment as Administrative Agent and Collateral Agent hereunder by a successor Administrative Agent and Collateral Agent, that successor Administrative Agent and Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and Collateral Agent and the retiring Administrative Agent and Collateral Agent shall promptly (i) transfer to such successor Administrative Agent and Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent and Collateral Agent under the Loan Documents, and (ii) execute and deliver to such successor Administrative Agent and Collateral Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent and Collateral Agent of the security interests created under the Collateral Documents, whereupon such retiring Administrative Agent and Collateral Agent shall be discharged from its duties and obligations hereunder. After any retiring Administrative Agent’s and Collateral Agent’s resignation hereunder as Administrative Agent and Collateral Agent, the provisions of this Article X shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent and Collateral Agent hereunder.

Time is Money Join Law Insider Premium to draft better contracts faster.