Notes Collateral Agent. (a) The Company and each of the Holders by acceptance of the Notes hereby designates and appoints the Notes Collateral Agent as its agent under this Indenture, the Collateral Documents and the Intercreditor Agreements, and the Company and each of the Holders by acceptance of the Notes hereby irrevocably authorizes the Notes Collateral Agent to take such action on its behalf under the provisions of this Indenture, the Collateral Documents and the Intercreditor Agreements and to exercise such powers and perform such duties as are expressly delegated to the Notes Collateral Agent by the terms of this Indenture, the Collateral Documents and the Intercreditor Agreements, and consents and agrees to the terms of the Intercreditor Agreements and each 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 Notes Collateral Agent agrees to act as such on the express conditions contained in this Section 18.07. Each Holder agrees that any action taken by the Notes Collateral Agent in accordance with the provision of this Indenture, the Intercreditor Agreements and the Collateral Documents, and the exercise by the Notes Collateral Agent of any rights or remedies set forth herein and therein shall be authorized and binding upon all Holders. Notwithstanding any provision to the contrary contained elsewhere in this Indenture, the Collateral Documents and the Intercreditor Agreements, the duties of the Notes Collateral Agent shall be ministerial and administrative in nature, and the Notes Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein and in the Collateral Documents and the Intercreditor Agreements to which the Notes Collateral Agent is a party, nor shall the Notes Collateral Agent have or be deemed to have any trust or other fiduciary relationship with the Trustee, any Holder, the Company or any Note Guarantor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture, the Collateral Documents and the Intercreditor Agreements or otherwise exist against the Notes Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Indenture with reference to the Notes Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency d...
Notes Collateral Agent. (a) The Notes Collateral Agent is authorized and empowered to appoint one or more co-Notes Collateral Agents as it deems necessary or appropriate.
Notes Collateral Agent. Pursuant to Section 11.01(a) of the Indenture, Citibank, N.A. hereby accepts the appointment by the Trustee and the Holders as the Notes Collateral Agent.
Notes Collateral Agent. (a) The Holders authorize the Trustee to appoint the Notes Collateral Agent, and the Trustee, on the terms and conditions hereof, hereby irrevocably appoints and authorizes the Notes Collateral Agent to act as its agent hereunder and under the Security Documents, with such powers as are expressly delegated to the Notes Collateral Agent by the terms of the Indenture and the Security Documents. Without limiting the generality of the foregoing, the Notes Collateral Agent shall, subject to the terms hereof, the Intercreditor Agreements and the Security Documents: (i) receive the grant of the security interests under the Security Agreement, (ii) hold, manage, receive, endorse and collect on any Collateral, (iii) take all lawful and commercially reasonable actions that the Notes Collateral Agent is directed to take by the Holders in accordance with this Indenture or the Security Documents or are necessary or advisable to protect or preserve the Collateral or the security interest of the Notes Collateral Agent therein, (iv) deliver and receive notices pursuant to the Security Documents, (v) sell, assign, foreclose on, institute legal proceedings with respect to, or otherwise exercise the rights and remedies of a secured party with respect to the Collateral, (vi) release or terminate the security interests as provided herein and (vii) enter into the Intercreditor Agreements by joinder thereto and the Series C Debt Documents (as defined in the Security Agreement). The execution of this Supplemental Indenture by the Notes Collateral Agent shall be deemed an acceptance by the Notes Collateral Agent of the appointment made under this Section 10.5.
Notes Collateral Agent. Wilmington Trust, National Association is entering into this Agreement solely in its capacity as Notes Collateral Agent under the Indenture and shall be entitled to all of the rights, privileges and immunities of the Notes Collateral Agent set forth in the Indenture as if such rights, privileges and immunities were set forth herein.
Notes Collateral Agent. The rights, privileges, protections, immunities and benefits given to the Trustee in this Indenture shall apply equally to the Notes Collateral Agent, including, without limitation, the right to compensation, expense reimbursement and indemnification and the right to resign.
Notes Collateral Agent. (a) The holders of the Notes have, and by accepting a Note, each holder will be deemed to have, appointed the Notes Collateral Agent to act as its agent under the Security Documents and Intercreditor Agreements. The holders of the Notes have, and by accepting a Note, each holder will be deemed to have, authorized the Notes Collateral Agent to (i) perform the duties and exercise the rights, powers and discretions that are specifically given to it under the Security Documents and Intercreditor Agreements, together with any other incidental rights, power and discretions; and (ii) execute each Security Document and Intercreditor Agreement, waiver, modification, amendment, renewal or replacement expressed to be executed by the Notes Collateral Agent on its behalf.
Notes Collateral Agent. (a) The Notes Collateral Agent shall have all the rights, benefits, privileges, protections, indemnities and immunities provided in the Security Documents and, additionally, shall have all the rights, benefits, privileges, protections, indemnities and immunities provided to the “Trustee” under Article VII.
Notes Collateral Agent. (a) The Issuers and each of the Holders by acceptance of the Notes hereby designate and appoint the Applicable Collateral Agent as its agent under this Indenture, the Security Documents, the First Lien Intercreditor Agreement, the ABL Intercreditor Agreement and any other Acceptable
Notes Collateral Agent. The Notes Collateral Agent will hold (directly or through co-trustees or agents), and is directed by each Holder to so hold, and will be entitled to enforce, on behalf of the Holders, all Liens on the Collateral created by the Security Documents for their benefit, subject to the provisions of the Intercreditor Agreement. Neither the Issuer nor any of its Affiliates may serve as Notes Collateral Agent.
