Examples of Note Security Agent in a sentence
Notwithstanding anything herein to the contrary, neither ABL Agent nor Note Security Agent shall have any responsibility for the preparation, filing or recording of any instrument, document or financing statement or for the perfection or maintenance of any security interest created hereunder.
ABL Agent, on behalf of itself and the ABL Claimholders represented by it, acknowledges and agrees that Note Security Agent and the Note Claimholders have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the Note Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon.
Upon the Discharge of ABL Obligations, ABL Agent shall deliver any remaining ABL Priority Collateral and proceeds thereof and Applicable ABL Priority Collateral Distributions held by it in the same form as received, with any necessary endorsements (such endorsements shall be without recourse and without any representation or warranty) to Note Security Agent, to be applied by Note Security Agent to the Note Obligations until the Discharge of Note Obligations shall have occurred.
The undersigned hereby certifies that (a) it is [[the Bank] [a Note]] Security Agent under and pursuant to the Intercreditor Agreement, and (b) is entitled to deliver this Custody Liquidation Notice to the Collateral Agent.
All notices to the Note Claimholders and the ABL Claimholders permitted or required under this Agreement shall also be sent to Note Security Agent and ABL Agent, respectively.
Note Security Agent and the Note Claimholders shall have no duty to advise ABL Agent or any ABL Claimholder of information known to it or them regarding such condition or any such circumstances or otherwise.
In entering into this Agreement, or in taking (or forbearing from) any action under or pursuant to the Agreement, Note Security Agent shall have and be protected by all of the rights, privileges, protections, immunities, indemnities and other protections granted to it under the Note Documents.
Notwithstanding anything to the contrary herein contained, each Note Security Agent agrees, solely on behalf of each Applicable Note Party (other than such Note Security Agent), that the Applicable Note Documents may not be amended, supplemented, renewed, extended or otherwise modified without the consent of each other Security Agent if the effect thereof would be to release any Collateral from the Lien of a Note Security Agreement.
A Power of Attorney in favor of the authorized signatory to sign and submit this Proposal and documents is attached herewith in Form 4.
Any exercise of discretion on behalf of ABL Agent or Note Security Agent shall be exercised in accordance with the terms of the ABL Loan Documents or the Note Documents, respectively.