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

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. (a) Each Secured Party hereby irrevocably designates and appoints The Bank of New York Mellon is hereby designated and appointed as the Collateral Agent of such the Secured Party Parties under this Agreement and the Collateral DocumentSecurity Documents, and each Secured Party hereby irrevocably authorizes The Bank of New York is authorized as the Collateral Agent for such the Secured Party Parties to execute and enter into each of the Collateral Document Security Documents and all other instruments relating to the Collateral Document Security Documents and (i) to take action on its behalf and exercise such powers and use such discretion as are expressly required or permitted hereunder and under the Collateral Document Security Documents and all instruments relating hereto and thereto and (ii) to exercise such powers and perform such duties as are, 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 Indenture or the Collateral DocumentSecurity Documents, the Collateral Agent shall not have any duties or responsibilities except those expressly set forth herein or therein or any fiduciary relationship with any other Secured Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement Indenture or the Collateral any Security Document or otherwise exist against the Collateral Agent. (c) The Collateral Agent may consult with counsel of its selection and the advice or opinion of such counsel as to matters of law shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it hereunder or under the Security Documents in good faith and in accordance with the advice or opinion of such counsel.

Appointment and Authorization of Collateral Agent. (a) Each By ------------------------------------------------- acceptance of the Senior Secured Debt or execution and delivery of the Exchange Notes Indenture or the Subordinated Debt Indenture, as the case may be, each Secured Party hereby irrevocably designates and appoints The Bank of New York WTC 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 this Agreement 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 DocumentAgreement, 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, 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. (a) Each Secured Party Lender hereby irrevocably designates and appoints The Bank of New York BNP Paribas as the Collateral Agent of such Secured Party under this Agreement the Loan Documents and hereby authorizes the Collateral DocumentAgent, and each Secured Party hereby irrevocably authorizes The Bank of New York in such capacity, to take such action 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 under the Loan Documents as are, in each case, expressly are delegated to the Collateral Agent by the terms hereof thereof, including acquiring, holding and thereof enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such other powers and discretion as are reasonably incidental hereto thereto, and thereto. (b) Notwithstanding that the Collateral Agent may also act, subject to and in accordance with the terms of each ABL Intercreditor Agreement and any other intercreditor or subordination agreement, as applicable. The Lenders expressly agree that, notwithstanding any provision to the contrary elsewhere in this Agreement or the Collateral DocumentAgreement, the Collateral Agent is not acting as a fiduciary of any Lender in respect of the Loan Documents, any Loan Party or otherwise, and nothing herein or in any of the other Loan Documents shall not have result in any duties or responsibilities obligations on the Collateral Agent or any Lender except those as expressly set forth herein or therein or any fiduciary relationship with any Secured Partyherein, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or the Collateral any other Loan Document or otherwise exist against the Collateral Agent.

Appointment and Authorization of Collateral Agent. (a) Each By acceptance of ------------------------------------------------- the Senior Secured Debt or execution and delivery of the Exchange Notes Indenture or the Subordinated Debt Indenture, as the case may be, each Secured Party hereby irrevocably designates and appoints The Bank of New York WTC 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 this Agreement 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 DocumentAgreement, 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, 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. (a) Each Secured Party CAA, is hereby irrevocably designates designated and appoints The Bank of New York appointed by the Company and the Holders as the Collateral Agent of such the Secured Party Parties under this Agreement and the Collateral DocumentSecurity Documents, and each Secured Party hereby irrevocably authorizes The Bank of New York is authorized as the Collateral Agent for such the Secured Party Parties to execute and enter into each of the Collateral Document Security Documents and all other instruments relating to the Collateral Document Security Documents and (i) to take action on its behalf and exercise such powers and use such discretion remedies as are expressly required or permitted hereunder and under the Collateral Document Security Documents 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 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 Indenture or the Collateral DocumentSecurity Documents, the Collateral Agent shall not have (i) any duties or responsibilities except those expressly set forth herein or therein or (ii) any fiduciary relationship with any Holder or any other Secured Party, whether before or after a Default or Event of Default, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement Indenture or the Collateral any Security Document or otherwise exist against the Collateral Agent. The Collateral Agent may consult with counsel of its selection and the advice or opinion of such counsel as to matters of law shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it hereunder or under the Security Documents in good faith and in accordance with the advice or opinion of such counsel.

Appointment and Authorization of Collateral Agent. (a) Each Secured Party hereby irrevocably designates and appoints The Bank of New York NationsBank as the Collateral Agent of such Secured Party under this Agreement and the Collateral DocumentSecurity Documents, and each Secured Party hereby irrevocably authorizes The Bank of New York NationsBank as the Collateral Agent for such Secured Party to execute and enter into each of the Collateral Document Security Documents and all other instruments relating to the Collateral Document said Security Documents 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 Security Documents 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 DocumentSecurity Documents, 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 any Security Document or otherwise exist against the Collateral Agent.

Appointment and Authorization of Collateral Agent. (a) Each Secured Party hereby irrevocably designates and appoints The Bank of New York Mellon is hereby designated and appointed as the Collateral Agent of such the Secured Party Parties under this Agreement and the Collateral DocumentSecurity Documents, and each Secured Party hereby irrevocably authorizes The Bank of New York is authorized as the Collateral Agent for such the Secured Party Parties to execute and enter into each of the Collateral Document Security Documents and all other instruments relating to the Collateral Document Security Documents and (i) to take action on its behalf and exercise such powers and use such discretion as are expressly required or permitted hereunder and under the Collateral Document Security Documents and all instruments relating hereto and thereto and (ii) to exercise such powers and perform such duties as are, 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 Note Purchase Agreement or the Collateral DocumentSecurity Documents, the Collateral Agent shall not have any duties or responsibilities except those expressly set forth herein or therein or any fiduciary relationship with any other Secured Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Note Purchase Agreement or the Collateral any Security Document or otherwise exist against the Collateral Agent.

Appointment and Authorization of Collateral Agent. (a) Each Secured Party Lender hereby irrevocably designates and appoints The Bank of New York BNP Paribas as the Collateral Agent of such Secured Party under this Agreement the Loan Documents and hereby authorizes the Collateral DocumentAgent, and each Secured Party hereby irrevocably authorizes The Bank of New York in such capacity, to take such action 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 under the Loan Documents as are, in each case, expressly are delegated to the Collateral Agent by the terms hereof thereof, including acquiring, holding and thereof enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such other powers and discretion as are reasonably incidental hereto and thereto. (b) Notwithstanding . The Lenders expressly agree that, notwithstanding any provision to the contrary elsewhere in this Agreement or the Collateral DocumentAgreement, the Collateral Agent is not acting as a fiduciary of any Lender in respect of the Loan Documents, any Loan Party or otherwise, and nothing herein or in any of the other Loan Documents shall not have result in any duties or responsibilities obligations on the Collateral Agent or any Lender except those as expressly set forth herein or therein or any fiduciary relationship with any Secured Partyherein, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or the Collateral any other Loan Document or otherwise exist against the Collateral Agent.

Appointment and Authorization of Collateral Agent. (a) Each By acceptance ------------------------------------------------- of the Senior Secured Debt or Exchange Notes, as the case may be, each Secured Party hereby irrevocably designates and appoints The Bank of New York WTC 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 this Agreement and (i) to take action on its behalf and exercise such powers and use such discretion d iscretion 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 DocumentAgreement, 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, 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. (a) Each Secured Party hereby irrevocably designates and appoints The Bank of Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A., "Rabobank International", New York Branch as the Collateral Agent of such Secured Party under this Agreement and the Collateral DocumentDocuments, and each Secured Party hereby irrevocably authorizes The Bank of Cooperatieve Centrale Raiffeisen- Boerenleenbank B.A., "Rabobank International", New York Branch as the Collateral Agent for such Secured Party to execute and enter into each of the Collateral Document Documents and all other instruments relating to the said Collateral Document Documents 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 Documents 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 xxxxxxry elsewhere in this Agreement or the Collateral DocumentDocuments, 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 any Collateral Document or otherwise exist against the Collateral Agent.

Appointment and Authorization of Collateral Agent. (a) Each Secured Party hereby irrevocably designates and appoints The Bank of New York Branch Banking and Trust Company as the Collateral Agent of such Secured Party under this Security Agreement and each of the other Collateral DocumentDocuments, and each Secured Party hereby irrevocably authorizes The Bank of New York Branch Banking and Trust Company as the Collateral Agent for such Secured Party to execute and enter into the Collateral Document this Security Agreement and all other instruments relating to the Collateral Document Documents 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 Documents 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 Security Agreement or the Collateral DocumentDocuments, 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 Security Agreement or the any Collateral Document or otherwise exist against the Collateral Agent.

Appointment and Authorization of Collateral Agent. (a) Each By execution ------------------------------------------------- of the Standstill Agreement, each Secured Party hereby irrevocably designates and appoints The Bank of New York WTC 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 this Agreement 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 DocumentAgreement, 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, 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. (a) Each Secured Party hereby irrevocably designates and appoints The Bank Branch Banking and Trust Company of New York Virginia as the Collateral Agent of such Secured Party under this Agreement and the Collateral DocumentDocuments, and each Secured Party hereby irrevocably authorizes The Bank Branch Banking and Trust Company of New York Virginia as the Collateral Agent for such Secured Party to execute and enter into each of the Collateral Document Documents and all other instruments relating to the said Collateral Document Documents 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 Documents 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 DocumentDocuments, 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 any Collateral Document or otherwise exist against the Collateral Agent.

Appointment and Authorization of Collateral Agent. (a) Each Secured Party hereby irrevocably designates and appoints The Bank of New York Branch Banking and Trust Company as the Collateral Agent of such Secured Party under this Agreement and the Collateral DocumentDocuments, and each Secured Party hereby irrevocably authorizes The Bank of New York Branch Banking and Trust Company as the Collateral Agent for such Secured Party to execute and enter into each of the Collateral Document Documents and all other instruments relating to the said Collateral Document Documents 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 Documents 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 DocumentDocuments, 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 any Collateral Document or otherwise exist against the Collateral Agent.

Appointment and Authorization of Collateral Agent. (a) Each Secured Party hereby irrevocably designates and appoints The Bank of New York PWC as the Collateral Agent of such Secured Party under this Agreement and the Collateral DocumentSecurity Documents, 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 each of the Collateral Document Security Documents and all other instruments relating to the Collateral Document said Security Documents 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 Security Documents 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 DocumentSecurity Documents, 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 any Security Document or otherwise exist against the Collateral Agent.