Common use of Appointment and Authority of Collateral Agent Clause in Contracts

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) The Bank Lender and In order to expedite 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 enforcement of the rights and obligations of remedies set forth in the Security Documents, the Collateral Agent hereunder. The Creditors is hereby appoint the Collateral Agent appointed to act 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, Lenders hereunder and the thereunder. The Collateral Agent is 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, authorized 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 directed to take such action on its behalf hereunder of the Lenders under the terms and any other instrument and agreement referred to therein or now or hereafter delivered thereunder provisions of the Security Documents and to exercise such powers rights and remedies hereunder and thereunder as are specifically delegated to or required of the Collateral Agent by under the terms and provisions hereof and thereof. The Collateral Agent is hereby expressly authorized as Collateral Agent on behalf of the Lenders, without hereby limiting the foregoing, and subject to, and in accordance with, the terms and conditions of this Agreement: to receive on behalf of each of the Lenders any payment of monies paid to the Collateral Agent in accordance with the Security Documents, and to distribute to each Lender its respective portion of all payments so received in accordance with the terms of this Agreement; to receive all documents and items to be furnished under the Security Documents; to maintain physical possession of any of the Collateral as contemplated in any of the Security Documents; to act on behalf of the Lenders in and under the Security Documents; to execute and deliver to the Company, its Subsidiaries and others requests, demands, notices, approvals, consents and other communications received from the Lenders in connection with the Security Documents, subject to the provisions terms and conditions set forth herein and therein; to the extent permitted by this Agreement and the Security Documents, to exercise on behalf of each Lender all remedies of the Lenders upon the occurrence of any Default or Event of Default under any of the Security Documents; and to take such other actions, other than as specified in Section 7.2 hereof, as may be requested by the Required Lenders or as are reasonably incident to any powers granted to the Collateral Agent hereunder and not in conflict with applicable law or regulation or any Financing Document.

Appointment and Authority of Collateral Agent. (a) The Bank Lender In order to expedite the enforcement of the rights and the Noteholder hereby appoint Manufacturers and Traders Trust Company to act as Collateral Agent on the terms and conditions remedies set forth in this Agreement and Manufacturers and Traders Trust Company the Security Documents, JPMorgan Chase Bank (formerly The Chase Manhattan Bank) is 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 appointed to act as collateral 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, 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 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, authorized 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 directed to take such action on its behalf hereunder of the Lenders under the terms and any other instrument provisions of this Agreement and agreement referred to therein or now or hereafter delivered thereunder the Security Documents and to exercise such powers rights and remedies hereunder and thereunder as are specifically delegated to or required of the Collateral Agent by 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: (a) to receive on behalf of each of the Creditors any payment of monies paid to the Collateral Agent in accordance with this Agreement and the Security Documents, and to distribute to each Creditor its share of all payments so received in accordance with the terms of this Agreement; (b) to receive all documents and items to be furnished under the Security Documents; (c) to maintain physical possession of any of the Collateral as contemplated in any of the Security Documents as agent and bailee for the Creditors to perfect the liens and security interests granted pursuant to the Security Documents therein; (d) to act on behalf of the Creditors in and under the Security Documents; (e) to execute and deliver to the Company requests, demands, notices, approvals, consents and other communications received from the Creditors in connection with the Security Documents, subject to the provisions terms and conditions set forth herein and therein; (f) to the extent permitted by this Agreement and the Security Documents, to exercise on behalf of each Creditor all remedies of the Creditors upon the occurrence and during the continuance of any Default or Event of Default under any of the Security Documents; (g) to distribute to the Creditors information, requests, notices, documents and other items received from the Company and other Persons in respect of the Collateral and the Security Documents; (h) to accept, execute, and deliver the Security Documents as the secured party for the benefit of the Creditors; (i) to take title to Collateral for the benefit of the Creditors pursuant to the exercise of any rights and remedies under the Security Documents and to manage the Collateral so acquired pursuant to the directions of the Required Lenders; and (j) to take such other actions, other than as specified in Section 5.02 hereof, as may be requested by the Required Lenders or as are reasonably incident to any powers granted to the Collateral Agent hereunder and not in conflict with applicable law or regulation or any Financing Document.

Appointment and Authority of Collateral Agent. (ai) 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 Each of the rights Secured Parties hereby irrevocably appoints, designates 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, authorizes the Collateral Agent to take such action on its behalf hereunder under the provisions of this Intercreditor Agreement and any other instrument and agreement referred to therein or now or hereafter delivered thereunder each Collateral Document and to exercise such powers thereunder and perform such duties as are specifically expressly delegated to it by the terms of this Intercreditor Agreement or required of 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. (ii) The Secured Parties irrevocably authorize the Collateral Agent: (A) to execute the Collateral Documents for and on behalf of the Secured Parties, (B) to perfect the security interest in the Collateral for the benefit of the Secured Parties, (C) to hold instruments, if any, representing any Collateral for the benefit of the Secured Parties, and (D) to take any and all actions with respect to the Collateral and the Collateral Documents requested in writing by the terms thereofRequired Lenders without the need for the approval or consent of, subject to the provisions hereofand notwithstanding any contrary direction from, any Subordinated Creditor.

Appointment and Authority of Collateral Agent. (a) The Bank Lender In order to expedite the enforcement of the rights and the Noteholder hereby appoint Manufacturers and Traders Trust Company to act as Collateral Agent on the terms and conditions remedies set forth in this Agreement and Manufacturers and Traders Trust Company the Security Documents, The Chase Manhattan Bank is 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 appointed to act as collateral 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, Creditors hereunder and the thereunder. The Collateral Agent is 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, authorized 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 directed to take such action on its behalf hereunder of the Lenders under the terms and any other instrument provisions of this Agreement and agreement referred to therein or now or hereafter delivered thereunder the Security Documents and to exercise such powers rights and remedies hereunder and thereunder as are specifically delegated to or required of the Collateral Agent by 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: (a) to receive on behalf of each of the Creditors any payment of monies paid to the Collateral Agent in accordance with this Agreement and the Security Documents, and to distribute to each Creditor its share of all payments so received in accordance with the terms of this Agreement; (b) to receive all documents and items to be furnished under the Security Documents; (c) to maintain physical possession of any of the Collateral as contemplated in any of the Security Documents as agent and bailee for the Creditors to perfect the liens and security interests granted pursuant to the Security Documents therein; (d) to act on behalf of the Creditors in and under the Security Documents; (e) to execute and deliver to the Company requests, demands, notices, approvals, consents and other communications received from the Creditors in connection with the Security Documents, subject to the provisions terms and conditions set forth herein and therein; (f) to the extent permitted by this Agreement and the Security Documents, to exercise on behalf of each Creditor all remedies of the Creditors upon the occurrence and during the continuance of any Default or Event of Default under any of the Security Documents; (g) to distribute to the Creditors information, requests, notices, documents and other items received from Company and other Persons in respect of the Collateral and the Security Documents; (h) to accept, execute, and deliver the Security Documents as the secured party for the benefit of the Creditors; (i) to take title to Collateral for the benefit of the Creditors pursuant to the exercise of any rights and remedies under the Security Documents and to manage the Collateral so acquired pursuant to the directions of the Required Lenders; and (j) to take such other actions, other than as specified in Section 5.2 hereof, as may be requested by the Required Lenders or as are reasonably incident to any powers granted to the Collateral Agent hereunder and not in conflict with applicable law or regulation or any Financing Document.

Appointment and Authority of Collateral Agent. (a) The Bank Lender In order to expedite the enforcement of the rights and remedies set forth in the Noteholder Security Documents, Creditors hereby appoint Manufacturers and Traders Trust Company ING to act as their Collateral Agent under the Security Documents on the terms and conditions set forth in this Agreement herein and Manufacturers and Traders Trust Company hereby accepts such appointment and shall have all of the rights and obligations of the Collateral Agent hereundertherein. 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, authorize 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 direct Collateral Agent to take such action on its their behalf hereunder under the terms and any other instrument and agreement referred to therein or now or hereafter delivered thereunder provisions of the Security Documents and to exercise such powers 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: (a) To hold in safekeeping original counterparts of the Security Documents and the evidence of the filing or recording thereof; (b) To maintain physical possession of any of the Collateral delivered to Collateral Agent by as contemplated in any of the terms thereofSecurity Documents; (c) To receive all other documents and items to be furnished to Collateral Agent under the Security Documents; (d) To promptly distribute to the Creditors information, requests, documents, and other items received from any Related Person and others under the Security Documents; (e) To execute and deliver to any Related Person and others all requests, demands, notices, approvals, consents and other communications which Creditors request to be so delivered in connection with the Security Documents (subject to the provisions hereofterms and conditions set forth herein); (f) To receive on behalf of Creditors any payment of monies paid to Collateral Agent in accordance with the Security Documents and to distribute to each Creditor in accordance with the terms of this Agreement such Creditor's share of all payments so received as provided in Section 2.5; provided, however, that in making such distribution, Collateral Agent may rely without independent investigation upon a certificate from the Majority Creditors; (g) To act on behalf of Creditors at the written direction of any Creditor to maintain the perfection and priority of the Liens under the Security Documents; (h) To the extent permitted by this Agreement and the Security Documents and as directed by Majority Creditors in writing, to exercise on behalf of each Creditor all remedies of Collateral Agent and Creditors under the Security Documents upon the occurrence of any Event of Default; (i) To release Collateral as and when directed by Majority Creditors in writing; (j) To purchase Collateral at any foreclosure sale or pursuant to any other Enforcement Action bidding in all or such other portion of the Obligations due and owing as of the date of such sale as directed by the Majority Creditors in writing, such amount of such bid to be credited on the amount of such Obligations. (k) To hold and/or dispose of Collateral of which it is the purchaser at any foreclosure sale or pursuant to any other Enforcement Action as directed by Majority Creditors in writing; and (l) Except as otherwise expressly provided herein, to take such other actions as may be directed by Majority Creditors in writing which are reasonably incident to any powers granted to Collateral Agent hereunder.