Appointment as Collateral Agent. Each Creditor Party executing this Agreement, and High Yield Trustee and each High Yield Noteholder, by its acceptance of the benefits of the Collateral Documents and of this Agreement, (i) appoints Bank of America to serve as collateral agent and representative of each such Secured Party (to the extent applicable) under this Agreement and each of the Collateral Documents (in such capacity, together with its successors in such capacity, the "COLLATERAL AGENT") and (ii) irrevocably authorizes Collateral Agent to act as agent for the Secured Parties for the purpose of executing and delivering, on behalf of all such Secured Parties, the Collateral Documents and, subject to the provisions of this Agreement, for the purpose of exercising such powers, rights and remedies hereunder and under the other Collateral Documents as are specifically delegated or granted to Collateral Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto. For the avoidance of doubt, it is understood and agreed that the Collateral Agent is the "Secured Party" or, as the case may be, the "Mortgagee" referred to in the Collateral Documents. Each Creditor Party and Collateral Agent, and High Yield Trustee and each High Yield Noteholder, by its acceptance of the benefits of the Collateral Documents and this Agreement, hereby appoint each other Secured Party as agent for the purpose of perfecting Collateral Agent's security interest in Collateral that, in accordance with the UCC, can be perfected by possession or control.
Appointment as Collateral Agent. The Bank Agent and the Second Priority Notes Trustee each hereby irrevocably and unconditionally appoints, and each Bank Related Hedging Exchanger, Bank Related Overdraft Exchanger, Additional First Priority Indebtedness Representative and Additional Second Priority Indebtedness Representative signing an acknowledgment hereto, by such signing, irrevocably and unconditionally appoints, Deutsche Bank AG, New York Branch to serve as collateral agent and representative of each such Secured Creditor under each of the Security Documents (in such capacity, together with its successors in such capacity, the "Collateral Agent") and irrevocably and unconditionally authorizes the Collateral Agent to act as agent for the Secured Creditors for the purpose of executing and delivering, on behalf of all such Secured Creditors, the Security Documents and any other documents or instruments related thereto or necessary or, as determined by the Collateral Agent (acting on the instructions of the Requisite Obligees (as defined below)), desirable to perfect the Liens granted to the Collateral Agent thereunder and, subject to the provisions of this Agreement, for the purpose of enforcing the Secured Creditors' rights in respect of the Collateral and the obligations of the Pledgors under the Security Documents, and for the purpose of, or in connection with, releasing the obligations of the Pledgors under the Security Documents. Without limiting the generality of the foregoing, the Collateral Agent is further hereby appointed as agent for each of the Secured Creditors to hold the Liens on the Collateral granted pursuant to the Security Documents with, subject to Section 3, sole authority to exercise remedies under the Security Documents. The Collateral Agent is hereby authorized to act as mortgagee under all mortgages, beneficiary under all deeds of trust and as Secured Creditor under all security agreements and pledge agreements and each other Security Document and to follow the instructions provided to it under this Agreement.
Appointment as Collateral Agent. (a) The Agent on behalf of the Lenders hereby appoints Bank of America, N.A. to serve as collateral agent and representative of the Agent (the "COLLATERAL AGENT") and authorizes the Collateral Agent to act as agent for the Agent for the purposes of executing and delivering on its behalf the Collateral Documents and, subject to the provisions of this Agreement, enforcing the Agent's rights in respect of the Collateral and the obligations of each Loan Party under the Collateral Documents.
(i) The Collateral Agent shall have each and every right, power, privilege or duty expressed or intended by this Agreement or any of the other Loan Documents to be exercised by or vested in or conveyed to the Agent under the Collateral Documents, which shall be exercisable by and vest in the Collateral Agent to the extent necessary or desirable to enable the Collateral Agent to exercise such rights, powers and privileges and to perform such duties with respect to such Collateral, and every covenant and obligation contained in the Loan Documents and necessary to the exercise or performance thereof by the Collateral Agent shall run to and be enforceable by the Collateral Agent, and (ii) the provisions of SECTION 25 hereof and of SECTION 9.11 of the Credit Agreement that refer to the Agent shall inure to the benefit of the Collateral Agent and all references therein to the Agent shall be deemed to be references to the Agent and/or the Collateral Agent, as the context may require.
Appointment as Collateral Agent. Each Secured Party irrevocably appoints the Collateral Agent to act as Collateral Agent under this Agreement and any other agreements affecting the Collateral for the benefit of such Secured Party, with full authority to take such actions, and to exercise such powers, on behalf of the Secured Parties in respect of this Agreement and the other agreements with respect to the Collateral as are herein and therein respectively delegated to the Collateral Agent or as are reasonably incidental to those delegated powers. The Collateral Agent in such capacity shall be deemed to be an independent contractor of the Secured Parties. Each Secured Party hereby expressly agrees that, unless requested by the Collateral Agent upon the concurrence of the Required Secured Parties, none of the Secured Parties will take or cause to be taken, in respect of the Obligations or the Collateral, any action or remedy that is independent from the actions or remedies taken or to be taken (or the decision not to take any action or remedy) by the Collateral Agent.
Appointment as Collateral Agent. Subject to the terms and conditions hereof, the Grantor hereby appoints the Collateral Agent and the Collateral Agent hereby accepts such appointment to act as Collateral Agent pursuant to the terms of this Agreement. The Collateral Agent acknowledges the grant of the Security Interest upon the issuance of the AgVantage Bonds under the Bond Purchase Agreement, accepts the trusts under this Agreement in accordance with the provisions of this Agreement, and agrees to perform its duties in this Agreement to the end that the interests of the AgVantage Bond Holder and the Bond Guarantor may be adequately and effectively protected.
Appointment as Collateral Agent. The Lender Agent and each Permitted Secured Debt Representative executing and acknowledging this Agreement hereby appoints (and/or confirms the appointment of), and each Other Permitted Credit Exposure Holder and future Permitted Secured Debt Representative that has signed an acknowledgment to the Original Intercreditor Agreement, the Amended and Restated Intercreditor Agreement, the Second Amended and Restated Intercreditor Agreement or the Third Amended and Restated Intercreditor Agreement, or that signs this Agreement or an acknowledgment hereto, by such signing, appoints (and/or confirms the appointment of) Deutsche Bank AG New York Branch to serve as collateral agent and representative of each such Secured Party under each of the Collateral Documents and the Loan Guaranties (in such capacity, together with its successors in such capacity, “Collateral Agent”) and authorizes Collateral Agent to act as agent for the Secured Parties for the purpose of executing and delivering, on behalf of all such Secured Parties, the Security Agreement, the Pledge Agreement, the Loan Guaranties (in each case as applicable) and any other documents or instruments related to any of the foregoing or necessary to perfect the security interests created thereunder and, subject to the provisions of this Agreement, for the purpose of enforcing the Secured Parties’ rights in respect of the Domestic Collateral and the obligations of the Grantors under the Collateral Documents and obligations of the Loan Guarantors under the Loan Guaranties.
Appointment as Collateral Agent. (a) Lender and Cabox-Xxxxxx xxxeby designate and appoint the Voting Trustees from time to time in place under the Voting Trust Agreement, and in their capacity as the initial Voting Trustees, Mr. Xxxxx X. Xxxxxxxx and Sidnxx X. Xxxxxxxxx, Xxq., to act as bailee and collateral agent for Lender and Cabox-Xxxxxx xxx purposes of perfecting the pledge and assignment of and holding the Pledged Collateral (as defined below). Larrx X.
Appointment as Collateral Agent. Each Investor hereby irrevocably appoints and authorizes the Collateral Agent, as its sole representative, and by this appointment, the Collateral Agent is hereby authorized and empowered (a) to receive and distribute all payments due by the Company under the Debentures, (b) in the event that the Company is in default under the terms of the Debentures, to notify the Company and each Investor of such default, and (c) to execute and deliver, on its behalf, an intercreditor agreement (the "Xxxxx Fargo Intercreditor Agreement") with Xxxxx Fargo Credit, Inc. ("Xxxxx Fargo"). Each Investor represents, warrants and covenants to the other Investors and the Collateral Agent that it shall not take any action in connection with the Debentures, the Mortgages, the Intercreditor Agreement, unless instructed in writing to do so by the Investors holding in excess of 50% of the Ownership Interests.
Appointment as Collateral Agent. Each of the Secured Parties ------------------------------- hereby appoints the Collateral Agent and hereby authorizes the Collateral Agent to act as agent for the Secured Parties for the purposes of executing and delivering on their behalf the Collateral Documents, for purposes of perfecting, enforcing and releasing the Secured Parties' Lien and other rights in respect of the Collateral, subject, however, to the provisions of this Agreement and the Collateral Documents.
Appointment as Collateral Agent. (a) The Lenders, Agent, Junior Subordinated Indenture Trustee and the Senior Subordinated Indenture Trustee hereby appoint HSBC Bank USA, National Association to act as Collateral Agent for the Secured Parties hereunder and under the other Transaction Documents to which it is a party. The provisions of this Section 19.1 are solely for the benefit of Collateral Agent and the other Secured Parties and no Grantor nor any other Person shall have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Security and Intercreditor Agreement and under the other Transaction Documents to which it is a party, Collateral Agent shall act solely as an agent of the Secured Parties and does not assume and shall not be deemed to have assumed any obligation toward or relationship of agency or trust with or for any Grantor or any other Person and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of Collateral Agent shall be read into this Security and Intercreditor Agreement or the other Transaction Documents or otherwise exist against Collateral Agent. Collateral Agent shall have no duties or responsibilities except for those expressly set forth in this Security and Intercreditor Agreement. If, pursuant to any provision of the Transaction Documents, the Collateral Agent may take an action, it is not obligated to do so. The duties of Collateral Agent shall be mechanical and administrative in nature and Collateral Agent shall not have, or be deemed to have, by reason of this Security and Intercreditor Agreement or otherwise a fiduciary relationship in respect of any Secured Party or any other Person. Neither Collateral Agent nor any of its Affiliates nor any of their respective officers, directors, employees, agents or representatives shall be liable to any Secured Party for any action taken or omitted to be taken by it hereunder or under the other Transaction Documents, or in connection herewith or therewith, except for damages caused by its or their own gross negligence or willful misconduct.
(b) If Collateral Agent shall request instructions from the Required Secured Parties, the Unanimous Secured Parties, or any Secured Party Group with respect to any act or action (including failure to act) in connection with this Security and Intercreditor Agreement or the other Transaction Documents, then Collateral Agent shall be entitled to refrain from such act or taking...
