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

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. (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 By ------------------------------------------------- execution of this Agreement and acceptance of the Senior Secured Debt, each Senior Secured Debt Purchaser hereby irrevocably authorizes Bank of America, N.A. designates and appoints Wilmington Trust Company as the Collateral Agent for the benefit of such Creditor to (1) execute and enter into each of Senior Secured Debt Purchaser under the Security Documents Agreement and all other instruments relating to said Security Documents, each Senior Secured Debt Purchaser hereby irrevocably authorizes the Collateral Agent (2i) to take action on its behalf and exercise such powers and use such discretion as are expressly permitted to perfect, maintain thereunder and preserve the Liens granted thereby, (3) to execute all 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 relating thereto and (4ii) 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) thereof, together with such other powers and discretion as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement or in the Security DocumentsAgreement, the Collateral Agent shall not have any duties or responsibilities except those expressly set forth herein or therein in the Security Agreement or any trust or fiduciary relationship with any Creditor, Senior Secured Debt Purchaser and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this the Security Agreement or any Security Document or otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing, each Senior Secured Debt Purchaser hereby agrees to the provisions of the Security Agreement and authorizes the Collateral Agent to execute the Security Agreement as Collateral Agent on behalf of such Senior Secured Debt Purchaser.

Appointment and Authorization of Collateral Agent. (a) Each Creditor (or in the case of the Lenders, the Administrative Agent on behalf of the Lenders) hereby designates and appoints Bank of America, N.A. BNP Paribas as the Collateral Agent of such Creditor under this Agreement and the Security Documents and Bank of America, N.A. BNP Paribas 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) subject to disgorgement hereunder or any Lender is obligated to fund any borrowing under the Bank Loan Documents. (b) Each Creditor (or in the case of the Lenders, the Administrative Agent on behalf of the Lenders) has reviewed the Security Documents in effect as of the date of this Agreement set forth on Exhibit A and hereby irrevocably authorizes Bank of America, N.A. BNP Paribas 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. (a) Each Creditor hereby designates and appoints Bank of AmericaPNC Bank, N.A. National Association, as the Collateral Agent of such Creditor under this Agreement and the Security Documents and Bank of AmericaPNC Bank, N.A. National Association 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 AmericaPNC Bank, N.A. National Association 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.