Second Lien Agent Sample Clauses
Second Lien Agent. (a) The Issuer has appointed U.S. Bank National Association to serve as the Second Lien Agent for the benefit of the Holders of Notes. The Second Lien Agent (directly or through co-trustees, agents or sub-agents) will act as Second Lien Agent pursuant to the Collateral Sharing Agreement, the Intercreditor Agreement and the Security Documents and will hold, and will be entitled to enforce, all Liens on the Collateral created by the Security Documents.
(b) The Second Lien Agent is authorized and empowered to appoint one or more co-trustees, agents or sub-agents as it deems necessary or appropriate.
(c) Subject to Section 7.01, neither the Trustee nor the Second Lien 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 Security Documents, for the creation, perfection, priority, sufficiency or protection of any Second Priority Lien, 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 Second Priority Liens or Security Documents or any delay in doing so.
(d) Subject to the Collateral Sharing Agreement and the Intercreditor Agreement, the Second Lien 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). Except as directed by the Trustee as required or permitted by this Indenture, the Collateral Sharing Agreement and the Intercreditor Agreement, the Second Lien Agent will not be obligated:
(1) to act upon directions purported to be delivered to it by any other Person;
(2) to foreclose upon or otherwise enforce any Second Priority Lien; or
(3) to take any other action whatsoever with regard to any or all of the Second Priority Liens, Security Documents or Collateral.
(e) The Second Lien Agent will be accountable only for amounts that it actually receives as a result of the enforcement of the Second Priority Liens or Security Documents.
(f) In acting as Second Lien Agent or co-trustee, agent or sub-agent, the Second Lien Agent and each co-trustee, agent or sub-agent may rely upon and enforce each and all of the rights, powers, immunities, indemnities and benefits of the Trustee under Article 7 hereof.
Second Lien Agent. In connection with its execution and acting hereunder, Second Lien Agent is entitled to all rights, privileges, protections, benefits, immunities and indemnities provided to it as trustee under the Second Lien Notes Indenture.
Second Lien Agent. The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Second Lien Agent as if the Second Lien Agent were named as the Trustee herein and the Security Documents were named as this Indenture herein.
Second Lien Agent. (a) The Bank of New York Mellon shall be the Second Lien Agent under the Security Documents. The Second Lien Agent shall be under no obligation to exercise any of its rights or powers under the Security Documents at the request of any Holder of the Notes unless such Holder shall have offered to the Second Lien Agent security and indemnity satisfactory to it against any loss, liability or expense.
(b) Each of the Trustee and each of the Holders by acceptance of the Notes hereby irrevocably designates and appoints the Second Lien Agent to act as its agent under this Indenture, the Security Documents and the Intercreditor Agreement and each of the Trustee and each of the Holders by acceptance of the Notes hereby irrevocably authorizes the Second Lien Agent to perform the duties and exercise the rights, powers and discretions that are specifically given to it under the Security Documents or other documents to which it is a party, together with any other incidental rights, powers and discretions and execute each document to be executed by the Second Lien Agent on its behalf. The Second Lien Agent agrees to act as such on the express conditions contained in this Section 15.05.
(c) The Second Lien Agent is each Holder’s agent for the purpose of perfecting the Holders’ security interest in assets which, in accordance with Article 9 of the Uniform Commercial Code can be perfected only by possession.
(d) In the event of any amendments, supplements, modifications, extensions, renewals or restatements to any of the First Lien Documents, the Company shall promptly provide the documentation evidencing such change to the Second Lien Agent.
Second Lien Agent. Section 1.1 Section 262............................................................................................. Section 3.1(c)
Second Lien Agent. It is understood and agreed that BMO Bank N.A. is entering into this Agreement solely in its capacity as administrative agent for the Second Lien Loan Creditors under the Second Lien Loan Documents as directed under and in accordance therewith. In entering into this Agreement, the Second Lien Agent (in each of its capacities hereunder) shall be entitled to the benefit of every provision of the Second Lien Loan Documents relating to the rights, exculpations or conduct of, affecting the liability of or otherwise affording protection to the “Administrative Agent” thereunder. Without limiting the generality of the foregoing, and notwithstanding anything contained herein to the contrary, any provisions of this Agreement that authorize or permit the Second Lien Agent (in any of its capacities hereunder) to approve, consent to, disapprove, request, determine, waive, act or decline to act, in its discretion, shall be subject to the Second Lien Agent receiving instruction from the Required Lenders (as defined under the Initial Second Lien Loan Agreement) to take such action or to exercise such rights.
Second Lien Agent. The Second Lien Agent is entering into this Amendment at the direction of the Lenders under the Second Lien Financing Agreement.
Second Lien Agent. GA Capital, LLC, or any other financial institution or fund (and, if a fund, acceptable to the Administrative Agent in its reasonable discretion) in its capacity as second lien administrative agent and collateral agent under the Second Lien Loan Documents. Second Lien Lenders. Collectively, the lenders under the Second Lien Loan Documents.
Second Lien Agent. The use of the term "Second Lien Agent" is used in this Agreement for convenience only, and the characterization of U.S. Bank National Association as such does not impose, and U.S. Bank National Association does not accept, any obligations to anyone other than in its capacity as Trustee and Collateral Agent, and in executing this Agreement in such capacity, U.S. Bank National Association does not subordinate any claims, rights or liens that it may hold from time to time in its individual capacity.
Second Lien Agent