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

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. (b) Each of the Administrative Agent, on behalf of the Lenders, and the Senior Noteholders hereby appoints the Collateral Agent as agent for the purposes of perfecting the security interest in the Pledged Collateral and Bank of America, N.A. hereby acknowledges that it shall hold the certificates, if any, representing the Pledged Shares for the ratable benefit of all Secured Parties. (c) Subject to the requirements of Section 4.2 hereof, the Administrative Agent, on behalf of the Lenders, and the Noteholders hereby authorize, and each Secured Party shall be deemed to authorize, the Collateral Agent to take such action on their behalf hereunder and under the provisions of the Pledge Agreement 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.

Appears in 1 contract

Samples: Credit Agreement (Lincare Holdings Inc)

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Appointment and Authority of Collateral Agent. (a) Each of the Administrative Agent, on behalf of the Lenders, and the The Senior Noteholders Creditors hereby appoint ING (iU.S.) appoints Bank of America, N.A. Capital Corporation to act as Collateral Agent their agent on behalf of such Person with such powers and discretion as are specifically delegated to the Collateral Agent by the terms of and conditions set forth in this Intercreditor Agreement and the Pledge Agreement, together with such other powers as are reasonably incidental thereto Security Documents and (ii) authorizes authorize the Collateral Agent to execute and accept delivery of the Pledge Agreement Security Documents in the name of and for the benefit of such Personthe Senior Creditors and to perfect the Liens granted thereunder, and Bank of America, N.A. ING (U.S.) Capital Corporation hereby accepts such appointment and shall have all of the rights and obligations of the Collateral Agent hereunder and under the Pledge AgreementSecurity Documents. (b) Each of the Administrative Agent, on behalf of the Lenders, and the Senior Noteholders hereby appoints the The Collateral Agent as agent for the purposes of perfecting the security interest in the Pledged Collateral and Bank of America, N.A. hereby acknowledges that it shall hold any Collateral now or hereafter pledged by any of the certificates, if any, representing the Pledged Shares Credit Parties for the equal and ratable benefit of all Secured PartiesSenior Creditors. (c) Subject to the requirements of Section 4.2 hereof, hereof relating to the Administrative Agent, on behalf instructions of the LendersMajority Senior Creditors, and the Noteholders each Senior Creditor hereby authorizeauthorizes, and each Secured Party Senior Creditor shall be deemed to authorize, the Collateral Agent to take such action on their its behalf hereunder and under the provisions of the Pledge Agreement Security Documents 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.

Appears in 1 contract

Samples: Note Purchase Agreement (Cornell Corrections Inc)

Appointment and Authority of Collateral Agent. (a) Each of the Administrative Agent, on behalf of the Lenders, and the Senior Noteholders The Secured Parties hereby (i) appoints appoint 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 and conditions set forth in this Intercreditor Agreement and the Pledge Agreement, together with such other powers as are reasonably incidental thereto Collateral Documents and (ii) authorizes authorize the Collateral Agent to execute the Pledge Agreement Collateral Documents in the name of and for the benefit of such Personthe 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 Pledge AgreementCollateral Documents. (b) Each of the Administrative Agent, on behalf of the Lenders, and the Senior Noteholders The Secured Parties hereby appoints appoint the Collateral Agent as agent for the purposes of perfecting the security interest in the Pledged Collateral and Bank of America, N.A. the Collateral Agent hereby acknowledges that it shall hold the certificates, if any, representing the Pledged Shares Capital Stock for the ratable benefit of all Secured Parties. (c) Subject to the requirements of Section 4.2 hereof, hereof relating to the Administrative Agent, on behalf instructions of the LendersMajority Secured Parties, and the Noteholders each Secured Party hereby authorizeauthorizes, and each Secured Party shall be deemed to authorize, the Collateral Agent to take such action on their its behalf hereunder and under the provisions of the Pledge Agreement Collateral Documents 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.

Appears in 1 contract

Samples: Intercreditor and Collateral Agency Agreement (School Specialty Inc)

Appointment and Authority of Collateral Agent. (a) Each of the Administrative Agent, on behalf of the Lenders, and the Senior The Noteholders hereby (i) appoints appoint Fleet National 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 and conditions set forth in this Intercreditor Agreement and the Pledge Agreement, together with such other powers as are reasonably incidental thereto Security Documents and (ii) authorizes authorize the Collateral Agent to execute the Pledge Agreement Security Documents in the name of and for the benefit of such Personthe Noteholders, and Fleet National 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 AgreementSecurity Documents. (b) Each of the Administrative Agent, on behalf of the Lenders, and the Senior The Noteholders hereby appoints appoint the Collateral Agent as agent for the purposes of perfecting by possession in accordance with Article 9 of the Uniform Commercial Code, the security interest in assets pledged pursuant to any Security Document that can be perfected by possession only, and the Pledged Collateral and Bank of America, N.A. Agent hereby acknowledges that it shall hold the certificates, if any, representing the Pledged Shares any such Collateral for the ratable benefit of all Secured PartiesNoteholders. (c) Subject to the requirements of Section 4.2 hereof, hereof relating to the Administrative Agent, on behalf instructions of the LendersMajority Creditors, and the Noteholders each Creditor hereby authorizeauthorizes, and each Secured Party Bank Lender which is or hereafter becomes a party to the Credit Agreement and each Noteholder by the acceptance of any Note, shall be deemed to authorize, the Collateral Agent Secured Party to take such action on their its behalf hereunder and under the provisions of the Pledge Agreement Security Documents 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 Secured Party by the terms thereof, subject to the provisions hereof.

Appears in 1 contract

Samples: Intercreditor and Collateral Agency Agreement (Bowne & Co Inc)

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Appointment and Authority of Collateral Agent. (a) Each of the Administrative Agent, on behalf of the Lenders, The Lenders and the Senior Noteholders hereby (i) appoints Bank of Americaappoint Wachovia Bank, N.A. National Association 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 and conditions set forth in this Intercreditor Agreement and the Pledge Agreement, together with such other powers as are reasonably incidental thereto Security Documents and (ii) authorizes authorize the Collateral Agent to execute the Pledge Agreement Security Documents in the name of and for the benefit of such Personthe Creditors, and Bank of AmericaWachovia Bank, N.A. National Association hereby accepts such appointment and shall have all of the rights and obligations of the Collateral Agent hereunder and under the Pledge AgreementSecurity Documents. (b) Each of the Administrative Agent, on behalf of the Lenders, and the Senior Noteholders The Creditors hereby appoints appoint the Collateral Agent as agent for the purposes of perfecting the security interest in assets which, in accordance with Article 9 of the Pledged Uniform Commercial Code, can be perfected by possession only, including without limitation the shares of stock of any Person pledged pursuant to any Security Document, and the Collateral and Bank of America, N.A. Agent hereby acknowledges that it shall hold the certificatesany such Collateral, if anyincluding any such shares of stock of any Subsidiary, representing the Pledged Shares for the ratable benefit of all Secured PartiesCreditors in accordance with this Agreement. (c) Subject to the requirements of Section 4.2 hereof, hereof relating to the Administrative Agent, on behalf instructions of the LendersMajority Creditors, and the Noteholders each Creditor hereby authorizeauthorizes, and each Secured Party Lender which is or hereafter becomes a party to the Credit Agreement and each Noteholder by the acceptance of any Private Note, shall be deemed to authorize, the Collateral Agent to take such action on their its behalf hereunder and under the provisions of the Pledge Agreement Security Documents 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.

Appears in 1 contract

Samples: Intercreditor and Collateral Agency Agreement (Inergy L P)

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