Common use of Notes Collateral Agent Clause in Contracts

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. (b) Subject to Section 7.1, none of the Notes Collateral Agent, Trustee, Paying Agent or Registrar 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 Security Documents, for the creation, perfection, priority, sufficiency or protection of any Notes Liens, or any defect or deficiency as to any such matters. (c) Except as required or permitted by the Security Documents, and the Intercreditor Agreements, the Holders, by accepting a Note, acknowledge that the Notes Collateral Agent will not be obligated: (i) to act upon directions purported to be delivered to it by any Person, except in accordance with the Security Documents and the Intercreditor Agreements; (ii) to foreclose upon or otherwise enforce any Lien granted pursuant to the Security Documents; or (iii) to take any other action whatsoever with regard to any or all of the Notes Liens, Security Documents, Intercreditor Agreements or Collateral. (d) The Notes Collateral Agent may be removed and replaced in the same manner as the Trustee, as provided the Notes Collateral Agreement and the MYT Third Lien Notes Pledge Agreement.

Notes Collateral Agent. (a) The Notes Collateral Agent shall have all the rights, benefits, privileges, protections, indemnities rights and immunities protections provided in the Security Documents and, additionally, shall have all the rights, benefits, privileges, protections, indemnities rights and immunities protections provided to the “Trustee” under Article VII. (b) Subject to Section 7.1, none None of the Notes Collateral Agent, Trustee, Paying Agent or Registrar 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 Security Documents, for the creation, perfection, priority, continuation, sufficiency or protection of any Notes Liens, or any defect or deficiency as to any such matters. (c) Except as required or permitted by the Security Documents, Documents and the Intercreditor Agreements, the Holders, by accepting a Note, acknowledge that the Notes Collateral Agent will not be obligated: (i) to act upon directions purported to be delivered to it by any Person, except in accordance with the Security Documents and the Intercreditor Agreements; (ii) to foreclose upon or otherwise enforce any Lien granted pursuant to the Security Documents; or (iii) to take any other action whatsoever with regard to any or all of the Notes Liens, Security Documents, Intercreditor Agreements or Collateral. (d) The Notes Collateral Agent may be removed and replaced in the same manner as the Trustee, as provided in the Notes Collateral Agreement and the MYT Third Lien Notes Pledge Guarantee and Collateral Agreement).

Notes Collateral Agent. (a) The Notes Collateral Agent shall have all the rights, benefits, privileges, protections, indemnities is authorized and immunities provided in the Security Documents and, additionally, shall have all the rights, benefits, privileges, protections, indemnities and immunities provided empowered to the “Trustee” under Article VIIappoint one or more co-Notes Collateral Agents as it deems necessary or appropriate. (b) Subject to Section 7.17.01, none of neither the Trustee nor the Notes Collateral Agent, Trustee, Paying Agent or Registrar 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 Security Documents, for the creation, perfection, priority, sufficiency or protection of any Notes LiensLien, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the Liens or Security Documents or any delay in doing so. (c) Except as required or permitted by Subject to the Security Documents, Documents and the Intercreditor Agreements, the HoldersNotes Collateral Agent will be subject to such directions as may be given it by the Trustee from time to time (as required or permitted by this Indenture). Subject to the terms of the Security Documents and the Intercreditor Agreements, except as directed by accepting a Notethe Trustee as required or permitted by this Indenture and any other representatives, acknowledge that the Notes Collateral Agent will not be obligated: (i) to act upon directions purported to be delivered to it by any other Person, except in accordance with the Security Documents and the Intercreditor Agreements; (ii) to foreclose upon or otherwise enforce any Lien granted pursuant to the Security DocumentsLien; or (iii) to take any other action whatsoever with regard to any or all of the Notes Liens, Security Documents, Intercreditor Agreements Documents or Collateral. (d) The Notes Collateral Agent may will be removed and replaced in accountable only for amounts that it actually receives as a result of the same manner enforcement of the Liens or Security Documents. (e) In acting as the TrusteeNotes Collateral Agent or co-Notes Collateral Agent, as provided the Notes Collateral Agent and each co-Notes Collateral Agent may rely upon and enforce each and all of the rights, powers, immunities, indemnities and benefits of the Trustee under Article 7 hereof. (f) [Intentionally omitted]. (g) If the Issuer (i) Incurs Revolving Facility Obligations at any time when no intercreditor agreement is in effect or at any time when Indebtedness constituting Revolving Facility Obligations entitled to the benefit of an existing Senior Lender Intercreditor Agreement is concurrently retired, and (ii) delivers to the Notes Collateral Agent an Officers’ Certificate so stating and requesting the Notes Collateral Agent to enter into an intercreditor agreement (on substantially the same terms as the Senior Lender Intercreditor Agreement in effect on the Issue Date) in favor of a designated agent or representative for the holders of the Revolving Facility Obligations so Incurred, the Trustee and the MYT Third Lien Notes Pledge AgreementCollateral Agent shall (and is hereby authorized and directed to) enter into such intercreditor agreement, bind the Holders on the terms set forth therein and perform and observe its obligations thereunder.

Notes Collateral Agent. (a) The Notes Collateral Agent shall have all the rights, benefits, privileges, protections, indemnities is authorized and immunities provided in the Security Documents and, additionally, shall have all the rights, benefits, privileges, protections, indemnities and immunities provided empowered to the “Trustee” under Article VIIappoint one or more co-Notes Collateral Agents as it deems necessary or appropriate. (b) Subject to Section 7.17.01, none of neither the Trustee nor the Notes Collateral Agent, Trustee, Paying Agent or Registrar nor any of 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 Security Documents, for the creation, perfection, priority, sufficiency or protection of any Lien securing the Notes LiensObligations, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the Liens securing the Notes Obligations or the Security Documents or any delay in doing so. (c) Except The Notes Collateral Agent will be subject to such directions as may be given it by the Trustee from time to time (as required or permitted by this Indenture); provided that in the event of conflict between directions received pursuant to the Security DocumentsDocuments and the Intercreditor Agreements and directions received hereunder, the Notes Collateral Agent will be subject to directions received pursuant to the Security Documents and the Intercreditor Agreements. Except as directed by the Trustee as required or permitted by this Indenture and any other representatives pursuant to the Security Documents or the Intercreditor Agreements, the Holders, by accepting a Note, acknowledge that the Notes Collateral Agent will not be obligated: (i) to act upon directions purported to be delivered to it by any Person, except in accordance with the Security Documents and the Intercreditor Agreementsother person; (ii) to foreclose upon or otherwise enforce any Lien granted pursuant to securing the Security DocumentsNotes Obligations; or (iii) to take any other action whatsoever with regard to any or all of the Liens securing the Notes Liens, Obligations or the Security Documents, Intercreditor Agreements or Collateral. (d) The Notes Collateral Agent may will be removed and replaced in accountable only for amounts that it actually receives as a result of the same manner enforcement of the Liens securing the Notes Obligations or the Security Documents. (e) In acting as the TrusteeNotes Collateral Agent or co-Notes Collateral Agent, as provided the Notes Collateral Agreement Agent and each co-Notes Collateral Agent may rely upon and enforce each and all of the rights, protections, privileges, powers, immunities, indemnities and benefits of the Trustee under Article 7 hereof. (f) The Holders of Notes agree that the Notes Collateral Agent shall be entitled to the rights, privileges, protections, immunities, indemnities and benefits provided to the Notes Collateral Agent by this Indenture and the MYT Third Security Documents. Furthermore, each Holder of a Note, by accepting such Note, consents to the terms of and authorizes and directs the Trustee (in each of its capacities) and the Notes Collateral Agent to enter into and perform each of the Intercreditor Agreements and Security Documents in each of its capacities thereunder. (g) If the Issuer (i) incurs First Priority Lien Obligations not prohibited by this Indenture at any time when the Pari Passu Intercreditor Agreement is not in effect or at any time when Indebtedness constituting First Priority Lien Obligations entitled to the benefit of the Pari Passu Intercreditor Agreement is concurrently retired, and (ii) delivers to the Notes Pledge Collateral Agent an Officer’s Certificate so stating and requesting the Notes Collateral Agent to enter into an intercreditor agreement (on substantially the same terms as the Pari Passu Intercreditor Agreement) in favor of a designated agent or representative for the holders of the First Priority Lien Obligations so incurred, the Notes Collateral Agent shall (and is hereby authorized and directed to) enter into such intercreditor agreement, bind the Holders on the terms set forth therein and perform and observe its obligations thereunder. If the Issuer (i) incurs Obligations not prohibited by this Indenture that are intended to be secured by Liens junior to the Liens securing the Notes Obligations at any time when the Junior Lien Intercreditor Agreement is not in effect or at any time when Indebtedness constituting Second Priority Debt (as defined in the Junior Lien Intercreditor Agreement) is concurrently retired, and (ii) delivers to the Notes Collateral Agent an Officer’s Certificate so stating and requesting the Notes Collateral Agent to enter into an intercreditor agreement (on substantially the same terms as the Junior Lien Intercreditor Agreement) governing the rights of the holders of such Obligations and the Holders of the Notes, the Notes Collateral Agent shall (and is hereby authorized and directed to) enter into such intercreditor agreement, bind the Holders on the terms set forth therein and perform and observe its obligations thereunder. If the Issuer (i) incurs Obligations not prohibited by this Indenture that are expressly permitted hereunder to be secured by Liens ▇▇ ▇he ABL Priority Collateral senior to the Liens securing the Notes Obligations and by second-priority Liens on the Term Loan Priority Collateral at any time when the ABL/Term Loan Intercreditor Agreement is not in effect or at any time when Indebtedness constituting Revolving Facility Obligations (as defined in the ABL/Term Loan Intercreditor Agreement) is concurrently retired, and (ii) delivers to the Notes Collateral Agent an Officer’s Certificate so stating and requesting the Notes Collateral Agent to enter into an intercreditor agreement (on substantially the same terms as the ABL/Term Loan Intercreditor Agreement) governing the rights of the holders of such Obligations and the Holders of the Notes, the Notes Collateral Agent shall (and is hereby authorized and directed to) enter into such intercreditor agreement, bind the Holders on the terms set forth therein and perform and observe its obligations thereunder. (h) At all times when the Trustee is not itself the Notes Collateral Agent, the Issuer will deliver to the Trustee copies of all Security Documents delivered to the Notes Collateral Agent and copies of all documents delivered to the Notes Collateral Agent pursuant to this Indenture and the Security Documents. (i) Notwithstanding anything in this Indenture to the contrary and for the avoidance of doubt, the Notes Collateral Agent and the Trustee shall have no duty to act outside of the United States of America in respect of any Collateral.