Appointment and Authority of Collateral Agent. (a) The Bank Lender and the Noteholder hereby appoint Manufacturers and Traders Trust Company to act as Collateral Agent on the terms and conditions set forth in this Agreement and Manufacturers and Traders Trust Company hereby accepts such appointment and shall have all of the rights and obligations of the Collateral Agent hereunder. The Creditors hereby appoint the Collateral Agent as agent for the purposes of perfecting the security interest in assets which, in accordance with Article 9 of the Uniform Commercial Code, can be perfected by possession only, including without limitation the shares of stock of any Subsidiary pledged pursuant to any Security Document, and the Collateral Agent hereby acknowledges that it shall hold any such Collateral, including any such shares of stock of any Subsidiary, for the ratable benefit of all Creditors. Subject to the requirements of Section 4.2 hereof relating to the instructions of a Majority of Each Group, each Creditor hereby authorizes, and each Bank Lender which is or hereafter becomes a party to the Bank Credit Agreement and each Noteholder by the acceptance of any Note, shall be deemed to authorize, the Collateral Agent to take such action on its behalf hereunder and any other instrument and agreement referred to therein or now or hereafter delivered thereunder and to exercise such powers thereunder as are specifically delegated to or required of the Collateral Agent by the terms thereof, subject to the provisions hereof.
Appointment and Authority of Collateral Agent. (a) Each of the Administrative Agent, on behalf of the Lenders, and the Senior Noteholders hereby (i) appoints Bank of America, N.A. to act as Collateral Agent on behalf of such Person with such powers and discretion as are specifically delegated to the Collateral Agent by the terms of this Intercreditor Agreement and the Pledge Agreement, together with such other powers as are reasonably incidental thereto and (ii) authorizes the Collateral Agent to execute the Pledge Agreement in the name of and for the benefit of such Person, and Bank of America, N.A. hereby accepts such appointment and shall have all of the rights and obligations of the Collateral Agent hereunder and under the Pledge Agreement.
Appointment and Authority of Collateral Agent. In order to expedite the enforcement of the rights and remedies set forth in the Security Documents, the Collateral Agent is hereby appointed to act as agent for the Note Holders hereunder and thereunder, and the Company expressly agrees and acknowledges that the Collateral Agent has been granted a security interest in and liens on the Collateral and that the Note Holders are entitled to the benefits thereof. The Company and BOCP shall, contemporaneously with the execution and delivery of this Agreement, execute and deliver all necessary UCC Financing Statements and Amendments as Collateral Agent or any Note Holder may reasonably request naming Company as "Debtor" and the Collateral Agent as "Secured Party". Furthermore, the Collateral Agent is hereby authorized to take such action on behalf of the Note Holders under the terms and provisions of the Security Documents and to exercise such rights and remedies hereunder and thereunder as are specifically delegated to or required of the Collateral Agent under the terms and provisions hereof and thereof. The Collateral Agent is hereby expressly authorized as Collateral Agent on behalf of the Note Holders, without hereby limiting the foregoing, and subject to, and in accordance with, the terms and conditions of this Agreement:
Appointment and Authority of Collateral Agent. (a) The Secured Parties hereby appoint Bank of America, N.A. to act as Collateral Agent on the terms and conditions set forth in this Intercreditor Agreement and the Collateral Documents and authorize the Collateral Agent to execute the Collateral Documents in the name of and for the benefit of the Secured Parties, and Bank of America, N.A. hereby accepts such appointment and shall have all of the rights and obligations of the Collateral Agent hereunder and under the Collateral Documents.
Appointment and Authority of Collateral Agent. In order to expedite the enforcement of the rights and remedies set forth in the Security Documents, the Collateral Agent is hereby appointed to act as agent for the Noteholders hereunder and thereunder. The Collateral Agent is hereby authorized and directed to take such action on behalf of the Noteholders under the terms and provisions of the Security Documents and to exercise such rights and remedies hereunder and thereunder as are specifically delegated to or required of the Collateral Agent under the terms and provisions hereof and thereof. The Collateral Agent is hereby expressly authorized as Collateral Agent on behalf of the Noteholders, without hereby limiting the foregoing, and subject to, and in accordance with, the terms and conditions of this Agreement:
Appointment and Authority of Collateral Agent. In order to expedite the enforcement of the rights and remedies set forth in this Agreement and the Security Documents, JPMorgan Chase Bank (formerly The Chase Manhattan Bank) is hereby appointed to act as collateral agent for the Creditors hereunder and thereunder and the Lenders party hereto reaffirm the appointment of JPMorgan Chase Bank (formerly The Chase Manhattan Bank) under the Original Intercreditor Agreement. The Collateral Agent is hereby authorized and directed to take such action on behalf of the Lenders under the terms and provisions of this Agreement and the Security Documents and to exercise such rights and remedies hereunder and thereunder as are specifically delegated to or required of the Collateral Agent under the terms and provisions hereof and thereof. The Collateral Agent is hereby expressly authorized as Collateral Agent on behalf of the Creditors, without hereby limiting the foregoing, and subject to, and in accordance with, the terms and conditions of this Agreement:
Appointment and Authority of Collateral Agent. In order to expedite the enforcement of the rights and remedies set forth in the Security Documents, Creditors hereby appoint ING to act as their Collateral Agent under the Security Documents on the terms and conditions set forth herein and therein. Creditors hereby authorize and direct Collateral Agent to take such action on their behalf under the terms and provisions of the Security Documents and to exercise such rights and remedies thereunder as are specifically delegated to or required of Collateral Agent under the terms and provisions of this Agreement. In connection therewith, Chase hereby resigns as agent for OPIC under the Security Documents heretofore executed in connection with the Chase/OPIC Credit Agreement. Collateral Agent shall have no independent duty to enforce provisions of the Security Documents absent direction. Collateral Agent is hereby expressly authorized, as agent on behalf of Creditors, and Collateral Agent hereby agrees, to do the following in accordance with the terms and conditions of this Agreement:
Appointment and Authority of Collateral Agent. (i) Each of the Secured Parties hereby irrevocably appoints, designates and authorizes the Collateral Agent to take such action on its behalf under the provisions of this Intercreditor Agreement and each Collateral Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Intercreditor Agreement or any Collateral Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere herein or in any Collateral Document, the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein or therein, nor shall the Collateral Agent have or be deemed to have any fiduciary relationship with any Secured Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Intercreditor Agreement or any Collateral Document or otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term "agent" herein and in the Collateral Documents with reference to the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. 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 Collateral Agent shall act on behalf of the Secured Parties with respect to any Collateral and the Collateral Documents, and the Collateral Agent shall have all of the benefits and immunities as provided herein or in the Collateral Documents.
Appointment and Authority of Collateral Agent. In order to expedite the enforcement of the rights and remedies set forth in this Agreement and the Security Documents, The Chase Manhattan Bank is hereby appointed to act as collateral agent for the Creditors hereunder and thereunder. The Collateral Agent is hereby authorized and directed to take such action on behalf of the Lenders under the terms and provisions of this Agreement and the Security Documents and to exercise such rights and remedies hereunder and thereunder as are specifically delegated to or required of the Collateral Agent under the terms and provisions hereof and thereof. The Collateral Agent is hereby expressly authorized as Collateral Agent on behalf of the Creditors, without hereby limiting the foregoing, and subject to, and in accordance with, the terms and conditions of this Agreement:
Appointment and Authority of Collateral Agent. (a) The Noteholders hereby appoint Fleet National Bank to act as Collateral Agent on the terms and conditions set forth in this Agreement and the Security Documents and authorize the Collateral Agent to execute the Security Documents in the name of and for the benefit of the Noteholders, and Fleet National Bank hereby accepts such appointment and shall have all of the rights and obligations of the Collateral Agent hereunder and under the Security Documents.
