Noteholder Collateral Agent Clause Samples
The Noteholder Collateral Agent clause designates a specific party to act on behalf of all noteholders in managing and enforcing the collateral securing the notes. This agent is typically responsible for holding security interests, taking action in the event of a default, and distributing proceeds from the collateral according to the terms of the agreement. By centralizing authority in a single agent, the clause streamlines the process of protecting noteholders' interests and ensures coordinated action, thereby reducing administrative complexity and potential conflicts among multiple noteholders.
Noteholder Collateral Agent. (a) The Company hereby appoints Wilmington Trust, National Association to act as Noteholder Collateral Agent, and the Noteholder Collateral Agent shall have the privileges, powers and immunities as set forth herein and in the Collateral Agreements. The Company and the Guarantors hereby agree that the Noteholder Collateral Agent shall hold the Collateral in trust for the benefit of all of the Holders and the Trustee, in each case, pursuant to the terms of the Collateral Agreements and the Noteholder Collateral Agent is hereby authorized to execute and deliver the Collateral Agreements.
(b) Subject to Section 7.01, neither the Trustee nor the Noteholder Collateral 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 Collateral Agreements, for the creation, perfection, priority, maintenance, sufficiency or protection of any Second-Priority Lien, or for any defect or deficiency as to any such matters, or, except in the case of gross negligence or willful misconduct, for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the Second-Priority Liens or Collateral Agreements or any delay in doing so.
(c) Subject to the terms of the Collateral Agency Agreement and the Intercreditor Agreement, if any, the Noteholder Collateral Agent will be subject to such directions as may be given it by the Trustee (acting at the written direction of the Holders of a majority in principal amount of the Notes) from time to time (as required or permitted by this Indenture).
(d) At all times when the Trustee is not itself the Noteholder Collateral Agent, the Company will deliver to the Trustee copies of all Collateral Agreements delivered to the Noteholder Collateral Agent and copies of all documents delivered to the Noteholder Collateral Agent pursuant to the Collateral Agreements.
Noteholder Collateral Agent. (a) The Trustee and each of the Holders by acceptance of the Notes hereby designates and appoints the Noteholder Collateral Agent as its agent under this Indenture, the Collateral Agreement, the Security Documents and the Intercreditor Agreement and the Trustee and each of the Holders by acceptance of the Notes hereby irrevocably authorizes the Noteholder Collateral Agent to take such action on its behalf under the provisions of this Indenture, the Collateral Agreement, the Security Documents and the Intercreditor Agreement and to exercise such powers and perform such duties as are expressly delegated to the Noteholder Collateral Agent by the terms of this Indenture, the Collateral Agreement, the Security Documents and the Intercreditor Agreement, together with such powers as are reasonably incidental thereto. The Noteholder Collateral Agent agrees to act as such on the express conditions contained in this Section 12.
Noteholder Collateral Agent. (a) The Company hereby appoints Wilmington Trust, National Association to act as Noteholder Collateral Agent, and the Noteholder Collateral Agent shall have the privileges, powers and immunities as set forth herein and in the Collateral Agreements. The Company and the Guarantors hereby agree that the Noteholder Collateral Agent shall hold the Collateral in trust for the benefit of all of the Holders and the Trustee, in each case, pursuant to the terms of the Collateral Agreements and the Noteholder Collateral Agent is hereby authorized to execute and deliver the Collateral Agreements.
Noteholder Collateral Agent. Noteholder Collateral Agent accepts the amendments of the Security Agreement effected by this Amendment. Without limiting the generality of the foregoing, Noteholder Collateral Agent shall not be responsible in any manner whatsoever for or with respect to any of the recitals contained herein, all of which recitals are made solely by the Company, or for or with respect to (i) the validity or sufficiency of this Amendment or any of the terms or provisions hereof, (ii) the proper authorization hereof by the Company by action or otherwise, (iii) the due execution hereof by the Company or (iv) the consequences of any amendment herein provided for, and Noteholder Collateral Agent makes no representation with respect to any such matters.