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.