Common use of The First Lien Collateral Agent Clause in Contracts

The First Lien Collateral Agent. (i) The First Lien Collateral Agent shall have such rights, powers, authorities and discretions as are (a) conferred on trustees by the Trustee Acts; (b) by way of supplement to the Trustee Acts as provided for in this Indenture and/or the English Security Documents; and (c) any which may be vested in the First Lien Collateral Agent by law or regulation or otherwise. (ii) Section 1 of the Trustee Act 2000 shall not apply to the duties of the First Lien Collateral Agent in relation to the trusts constituted by this Indenture. Where there are any inconsistencies between the Trustee Acts and the provisions of this Indenture, the provisions of this Indenture shall, to the extent permitted by law, prevail and, in the case of any such inconsistency with the Trustee ▇▇▇ ▇▇▇▇, the provisions of this Indenture shall constitute a restriction or exclusion for the purposes of the Trustee ▇▇▇ ▇▇▇▇. (iii) All moneys from time to time received or recovered by the First Lien Collateral Agent in respect of the Trust Property and the net proceeds from the realization or enforcement of all or any part of the English Transaction Security shall be held by the First Lien Collateral Agent on trust to apply them at such times as the First Lien Collateral Agent considers appropriate in the order of priority set out in Section 6.10 (subject to the Intercreditor Agreements). (iv) Nothing in any Note Documents constitutes the First Lien Collateral Agent as an agent, trustee or fiduciary of any Issuer or Guarantor and the First Lien Collateral Agent shall not be bound to account to any First Priority Secured Party for any sum or the profit element of any sum received by it for its own account. (v) If the First Lien Collateral Agent were to resign or be replaced, its resignation or replacement shall only take effect upon the transfer of the Trust Property to its successor.

The First Lien Collateral Agent. (a) The Issuer, the Guarantors and the First Lien Collateral Agent will enter into one or more Security Documents that will establish the terms of the security interests in the Collateral. The Security Documents will provide for the security interests that will secure the payment and performance when due of all of the Obligations of the Issuer and the Guarantors under this Indenture, the Notes, the Guarantees and the Security Documents. (b) By accepting a Note, each holder thereof will be deemed to have irrevocably appointed the First Lien Collateral Agent to act as its agent under the Security Documents and irrevocably authorized and directed the First Lien Collateral Agent to (i) 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 (ii) execute each document expressed to be executed by the First Lien Collateral Agent on its behalf. It is hereby expressly acknowledged and agreed that, in doing so, the First Lien Collateral Agent is (a) expressly authorized to make the representations attributed to Holders in any such agreements and (b) not responsible for the terms or contents of such agreements, or for the validity or enforceability thereof, or the sufficiency thereof for any purpose. Since the holders of the Notes are not parties to the Security Documents, such holders may not, individually or collectively, take any direct action to enforce any rights in their favor under the Security Documents. Except as provided in the Security Documents, the holders of the Notes may act only through instruction to the Trustee in accordance with the terms of this Indenture, which, in turn, will instruct the First Lien Collateral Agent, or through instruction to the First Lien Collateral Agent in accordance with the terms of this Indenture and subject to the Intercreditor Agreement. Each of the Holders hereby exempts the First Lien Collateral Agent from any restrictions on representing several persons and self-dealing under any applicable law to the extent legally possible for such Holder. (c) The First Lien Collateral Agent is authorized and empowered to appoint one or more subagents or co-collateral agents as it deems necessary or appropriate. (d) The First Lien Collateral Agent shall have such all the rights, protections, privileges, powers, authorities immunities, indemnities and discretions benefits provided in the Security Documents as are (a) conferred on trustees by well as the rights, protections, privileges, powers, immunities, indemnities and benefits of the Trustee Actsunder Article 7 hereof; (b) provided, however, that the Issuer shall not reimburse any expense or indemnify against any loss, liability or expense incurred by way of supplement to the Trustee Acts as provided for in this Indenture and/or the English Security Documents; and (c) any which may be vested in the First Lien Collateral Agent through the First Lien Collateral Agent’s own willful misconduct or gross negligence, as determined by law a final and non-appealable order of a court of competent jurisdiction. (e) None of the Trustee, the First Lien Collateral Agent or regulation any of their respective officers, directors, employees, attorneys or otherwiseagents 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, continuation of perfection, priority, sufficiency or protection of any Lien securing the Notes or any defect or deficiency as to any such matters, except to the extent any possessory collateral is delivered to the First Lien Collateral Agent for perfection purposes. (f) Subject to the Security Documents, except as directed by the Trustee as required or permitted by this Indenture, the Holders acknowledge that the First Lien Collateral Agent will not be obligated: (i) to act upon directions purported to be delivered to it by any other Person; (ii) Section 1 to foreclose upon or otherwise enforce any Lien securing the Notes; or (iii) to take any other action whatsoever with regard to any or all Liens securing the Notes, the Security Documents or the Collateral. (g) In acting as First Lien Collateral Agent, co-collateral agent or sub-collateral agent, the First Lien Collateral Agent, each co-collateral agent and each sub-collateral agent may rely upon and enforce each and all of the rights, protections, privileges, powers, immunities, indemnities and benefits of the Trustee Act 2000 under Article 7 hereof, including the right to compensation and indemnity set forth in Section 7.07. Whether or not expressly provided therein, in acting under any Security Document or the Intercreditor Agreement, the First Lien Collateral Agent shall not apply be entitled to all of the duties of rights, protections, privileges, powers, immunities and indemnities granted to the First Lien Collateral Agent in relation this Indenture. (h) Neither the Trustee nor the First Lien Collateral Agent shall have any duty to file any financing statements, amendments thereto, continuation statements or any other agreement or instrument to perfect or maintain the perfection of the First Lien Collateral Agent’s security interest in the Collateral. (i) Before the First Lien Collateral Agent acts or refrains from acting in each case at the request or direction of the Issuer or the Guarantors, it may require an Officer’s Certificate and an Opinion of Counsel. The First Lien Collateral Agent shall not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel. (j) The First Lien Collateral Agent will not be responsible or liable for any action taken or omitted to be taken by it hereunder or under any other Security Document or the Intercreditor Agreement, except for its own gross negligence or willful misconduct as determined by a final and non-appealable order of a court of competent jurisdiction. No implied covenants, functions, responsibilities, duties, obligations or liabilities, whether arising under statute, common law or otherwise shall be read into this Indenture, the Security Documents or the Intercreditor Agreement or otherwise 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 the trusts constituted by this IndentureFirst Lien Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Where there are Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. The First Lien Collateral Agent will not be required to take any inconsistencies between the Trustee Acts and the provisions action that is contrary to applicable law or any provision of this Indenture, the provisions of this Indenture shall, Security Documents or the Intercreditor Agreement and will not have any duty to the extent permitted by law, prevail and, in the case of take any such inconsistency with the Trustee ▇▇▇ ▇▇▇▇, the provisions of this Indenture shall constitute a restriction discretionary action or exclusion for the purposes of the Trustee ▇▇▇ ▇▇▇▇exercise any discretionary powers. (iiik) All moneys from time to time received or recovered by the First Lien Collateral Agent in respect of the Trust Property and the net proceeds from the realization or enforcement of all or any part of the English Transaction Security shall be held by the First Lien Collateral Agent on trust to apply them at such times as the First Lien Collateral Agent considers appropriate in the order of priority set out in Section 6.10 (subject to the Intercreditor Agreements). (iv) Nothing in any Note Documents constitutes the First Lien Collateral Agent as an agent, trustee or fiduciary of any Issuer or Guarantor and the The First Lien Collateral Agent shall not be bound to account make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, judgment, consent, order, bond, debenture, or other paper or document. Prior to taking any action with respect to Collateral, the First Priority Secured Party for any sum Lien Collateral Agent will be entitled to seek direction from the Trustee or the profit element Holders of any sum received by it for its own account. (v) a majority in aggregate principal amount of the Notes outstanding. If the First Lien Collateral Agent were shall request direction from the Holders of a majority in aggregate principal amount of the then outstanding Notes with respect to any action, the First Lien Collateral Agent shall be entitled to refrain from such action unless and until the First Lien Collateral Agent shall have received direction and indemnity, if requested, from the Holders of a majority in aggregate principal amount of the then outstanding Notes, and the First Lien Collateral Agent shall not incur liability to any Person by reason of so refraining. (l) No provision of this Indenture, the Security Documents or the Intercreditor Agreement will require the First Lien Collateral Agent to advance or expend any of its own funds or otherwise incur any financial liability in the performance of its duties or the exercise of its powers or rights hereunder or thereunder (or any omission to perform or take any action at the request or direction of the Holders) unless it has been provided with security or indemnity satisfactory to the First Lien Collateral Agent against any and all loss, liability or expense which may be incurred by it by reason of taking or continuing to take or omitting to take such action relating thereto. Notwithstanding anything to the contrary contained in this Indenture, the Security Documents or the Intercreditor Agreement, in the event the First Lien Collateral Agent is entitled or required to commence an action to foreclose or otherwise exercise its remedies to acquire control or possession of the Collateral, the First Lien Collateral Agent shall not be required to commence any such action or exercise any remedy or to inspect or conduct any studies of any property under the Mortgages or take any such other action if the First Lien Collateral Agent has determined that the First Lien Collateral Agent may incur personal liability as a result of the presence at, or release on or from, the Collateral or such property unless the First Lien Collateral Agent has received security or indemnity from the Holders in an amount and in a form all satisfactory to the First Lien Collateral Agent in its sole discretion, protecting the First Lien Collateral Agent from all such liability. The First Lien Collateral Agent shall at any time be entitled to cease taking any action described in this paragraph (k) if it no longer reasonably deems any indemnity, security or undertaking from the Issuer or the Holders to be sufficient. (m) Beyond the exercise of reasonable care in the custody of Collateral in its possession or control, the First Lien Collateral Agent will have no duty as to any Collateral in its possession or control or in the possession or control of any agent or bailee or any income thereon or as to preservation of rights against prior parties or any other rights pertaining thereto. (n) The First Lien Collateral Agent may resign or be replacedremoved and a successor collateral agent be appointed, its resignation all in accordance with the provisions of Section 7.08 and 7.09 hereof, as if references to Trustee therein were references to the First Lien Collateral Agent. (o) If the Issuer or replacement shall only take any Guarantor (i) incurs any obligations in respect of First Lien Obligations at any time when the Intercreditor Agreement is not in effect upon or at any time when First Lien Obligations entitled to the transfer benefit of the Trust Property Intercreditor Agreement are concurrently retired, and (ii) delivers to the First Lien Collateral Agent an Officer’s Certificate so stating and requesting the First Lien Collateral Agent to enter into the Intercreditor Agreement in favor of a designated agent or representative for the holders of the First Lien Obligations so incurred, the First Lien Collateral Agent shall (and is hereby authorized and directed to) enter into the Intercreditor Agreement (at the sole expense and cost of the Issuer, including legal fees and expenses of the Trustee and the First Lien Collateral Agent), bind the Holders on the terms set forth therein and perform and observe its successorobligations thereunder.

The First Lien Collateral Agent. (i) The First Lien Collateral Agent shall have such rights, powers, authorities and discretions as are (a) conferred on trustees by the Trustee Acts; (b) by way of supplement to the Trustee Acts as provided for in this Indenture and/or the English Security Documents; and (c) any which may be vested in the First Lien Collateral Agent by law or regulation or otherwise. (ii) Section 1 of the Trustee Act 2000 shall not apply to the duties of the First Lien Collateral Agent in relation to the trusts constituted by this Indenture. Where there are any inconsistencies between the Trustee Acts and the provisions of this Indenture, the provisions of this Indenture shall, to the extent permitted by law, prevail and, in the case of any such inconsistency with the Trustee ▇▇▇ ▇▇▇▇Act 2000, the provisions of this Indenture shall constitute a restriction or exclusion for the purposes of the Trustee ▇▇▇ ▇▇▇▇Act 2000. (iii) All moneys from time to time received or recovered by the First Lien Collateral Agent in respect of the Trust Property and the net proceeds from the realization or enforcement of all or any part of the English Transaction Security shall be held by the First Lien Collateral Agent on trust to apply them at such times as the First Lien Collateral Agent considers appropriate in the order of priority set out in Section 6.10 (subject to the Intercreditor Agreements). (iv) Nothing in any Note Documents constitutes the First Lien Collateral Agent as an agent, trustee or fiduciary of any the Issuer, the US Co-Issuer or any Guarantor and the First Lien Collateral Agent shall not be bound to account to any First Priority Notes Secured Party for any sum or the profit element of any sum received by it for its own account. (v) If the First Lien Collateral Agent were to resign or be replaced, its resignation or replacement shall only take effect upon the transfer of the Trust Property to its successor.

The First Lien Collateral Agent. (i) The First Lien Collateral Agent shall have such rights, powers, authorities and discretions as are (a) conferred on trustees by the Trustee Acts; (b) by way of supplement to the Trustee Acts as provided for in this Indenture and/or the English Security Documents; and (c) any which may be vested in the First Lien Collateral Agent by law or regulation or otherwise. (ii) Section 1 of the Trustee Act 2000 shall not apply to the duties of the First Lien Collateral Agent in relation to the trusts constituted by this Indenture. Where there are any inconsistencies between the Trustee Acts and the provisions of this Indenture, the provisions of this Indenture shall, to the extent permitted by law, prevail and, in the case of any such inconsistency with the Trustee ▇▇▇ ▇▇▇▇, the provisions of this Indenture shall constitute a restriction or exclusion for the purposes of the Trustee ▇▇▇ ▇▇▇▇. (iii) All moneys from time to time received or recovered by the First Lien Collateral Agent in respect of the Trust Property and the net proceeds from the realization or enforcement of all or any part of the English Transaction Security shall be held by the First Lien Collateral Agent on trust to apply them at such times as the First Lien Collateral Agent considers appropriate in the order of priority set out in Section 6.10 (subject to the Intercreditor Agreements). (iv) Nothing in any Note Documents constitutes the First Lien Collateral Agent as an agent, trustee or fiduciary of any Issuer or Guarantor and the First Lien Collateral Agent shall not be bound to account to any First Priority Notes Secured Party for any sum or the profit element of any sum received by it for its own account. (v) If the First Lien Collateral Agent were to resign or be replaced, its resignation or replacement shall only take effect upon the transfer of the Trust Property to its successor.