Appointment and Authorization of Collateral Agent. The Purchase Money Notes Guarantor hereby irrevocably appoints, designates and authorizes the Receiver to act as the Collateral Agent pursuant to this Agreement to act as the agent of (and to hold any security interest created by the Collateral Documents for and on behalf of or on trust for) the Purchase Money Notes Guarantor and each other Secured Party for purposes of acquiring, holding and enforcing any and all Liens on the Collateral granted by any Grantor to secure any of the Secured Obligations, together with such powers and discretion as are reasonably incidental thereto. In this capacity, the Collateral Agent (and any co-agents, sub-agents and attorneys-in-fact appointed by the Collateral Agent for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted pursuant to the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Collateral Agent), shall be entitled to the benefits of all provisions of this Article XII as though such co-agents, sub-agents and attorneys-in-fact were the Collateral Agent hereunder. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Ancillary Document, the Collateral Agent shall have no duties or responsibilities, except those expressly set forth herein, nor shall the Collateral Agent have or be deemed to have any fiduciary relationship with any Secured Party or participant of a Secured Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Ancillary 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 other Ancillary 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.
Appointment and Authorization of Collateral Agent. Each Lender hereby irrevocably appoints, designates and authorizes Collateral Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Loan Document, Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall Collateral Agent have or be deemed to have any fiduciary relationship with any Lender or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Documents with reference to 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.
Appointment and Authorization of Collateral Agent. (a) Each Secured Party hereby irrevocably designates and appoints The Bank of New York as the Collateral Agent of such Secured Party under this Agreement and the Collateral Document, and each Secured Party hereby irrevocably authorizes The Bank of New York as the Collateral Agent for such Secured Party to execute and enter into the Collateral Document and all other instruments relating to the Collateral Document and (i) to take action on its behalf and exercise such powers and use such discretion as are expressly permitted hereunder and under the Collateral Document and all instruments relating hereto and thereto and (ii) to exercise such powers and perform such duties as are, in each case, expressly delegated to the Collateral Agent by the terms hereof and thereof together with such other powers and discretion as are reasonably incidental hereto and thereto.
(b) Notwithstanding any provision to the contrary elsewhere in this Agreement or the Collateral Document, the Collateral Agent shall not have any duties or responsibilities except those expressly set forth herein or therein or any fiduciary relationship with any Secured Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or the Collateral Document or otherwise exist against the Collateral Agent.
Appointment and Authorization of Collateral Agent. Each holder of a Note hereby irrevocably (subject to Section 14.09 hereof) appoints, designates and authorizes the Collateral Agent as its agent to take such actions on its behalf under or in respect of any of the Guaranty or the Security Agreements (collectively, the "Collateral Documents") and to exercise such powers and perform such duties on its behalf as are expressly delegated to the Collateral Agent by the terms of any of the Collateral Documents, together with such powers as are reasonably incidental thereto. The Collateral Agent hereby accepts such appointment. Notwithstanding any provision to the contrary contained elsewhere herein, the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall the Collateral Agent have or be deemed to have any fiduciary relationship with any holder of a Note, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term "agent" herein 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.
Appointment and Authorization of Collateral Agent. 45 Section 12.2 Delegation of Duties 45
Appointment and Authorization of Collateral Agent. The Secured Creditor hereby irrevocably (subject to Section 8.10) appoints, designates and authorizes the Collateral Agent to take such action on his behalf under the provisions of this Agreement and the Note and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or the Note, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or the Note, the Collateral Agent shall not have any duty or responsibility except those expressly set forth herein, nor shall the Collateral Agent have or be deemed to have any fiduciary relationship with the Secured Creditor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or the Note or otherwise exist against the Collateral Agent.
Appointment and Authorization of Collateral Agent. (a) Each Creditor hereby designates and appoints Bank of America, N.A. as the Collateral Agent of such Creditor under this Agreement and the Security Documents and Bank of America, N.A. hereby accepts such designation and appointment. The appointment made by this Section 3.1(a) is given for valuable consideration and coupled with an interest and is irrevocable so long as (i) the Senior Secured Obligations, or any part thereof, shall remain unpaid or (ii) any Lender is obligated to fund any borrowing under the Bank Loan Documents.
(b) Each Creditor has reviewed the Security Documents in effect as of the date of this Agreement and hereby irrevocably authorizes Bank of America, N.A. as the Collateral Agent for such Creditor to (1) execute and enter into each of the Security Documents and all other instruments relating to said Security Documents, (2) to take action on its behalf expressly permitted to perfect, maintain and preserve the Liens granted thereby, (3) to execute instruments of release or to take such other action necessary to release Liens upon the Collateral to the extent authorized by this Agreement, the relevant Security Documents or the requisite Creditors and (4) to exercise such other powers and perform such other duties as are, in each case, expressly delegated to the Collateral Agent by the terms hereof.
(c) Notwithstanding any provision to the contrary elsewhere in this Agreement or the Security Documents, the Collateral Agent shall not have any duties or responsibilities except those expressly set forth herein or therein or any trust or fiduciary relationship with any Creditor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any Security Document or otherwise exist against the Collateral Agent.
Appointment and Authorization of Collateral Agent. Each Holder hereby irrevocably appoints, designates and authorizes the Collateral Agent to take such action as contractual representative on its behalf under the provisions of this Agreement or under the Guaranty and Pledge Agreement and each other Note Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Note Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Note Document, the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall the Collateral Agent have or be deemed to have any trustee or fiduciary relationship with any Holder or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Note Document or otherwise exist against the Collateral Agent.
Appointment and Authorization of Collateral Agent. (a) Subject to Section 4.8 hereof, each Creditor hereby irrevocably designates and appoints Xxxxxx as the collateral agent of such Creditor under this Agreement and the Security Documents (Xxxxxx as such agent and any successor to it in such capacity being referred to herein as the “Collateral Agent”), and each Creditor hereby irrevocably authorizes Xxxxxx as the Collateral Agent for such Creditor to execute and enter into each of the Security Documents and all other instruments relating to said Security Documents for the benefit of the Creditors and (i) to take action on its behalf expressly permitted under the provisions of this Agreement and the Security Documents and all other instruments relating thereto for the benefit of the Creditors and
Appointment and Authorization of Collateral Agent. (a) The Requisite Holders may, if determined necessary or convenient, appoint and authorize a person to act as Collateral Agent to take such action as collateral agent on their behalf and to exercise such powers and discretion under this Agreement as are delegated to the Collateral Agent by the terms of such appointment, together with such powers and discretion as are reasonably incidental thereto. The Debtor shall be entitled to prompt written notice of any such appointment and acceptance by the collateral agent together with such evidence of appointment and authority as it may reasonably request.
(g) All notices and other communications provided for hereunder shall be in writing with respect to each Secured Party, sent to the address set forth in the Note, and delivered in the manner required by each Note.
