Appointment of Security Agent. 17.4.1 The Bond Trustee is appointed to act as Security Agent for the Bond Issue. The main functions of the Security Agent may include holding Security on behalf of the Bondholders and monitoring compliance by the Issuer and other relevant parties of their respective obligations under this Bond Agreement and/or the Security Documents with respect to the Security. Before the appointment of a Security Agent other than the Bond Trustee, the Issuer shall be given the opportunity to state its views on the proposed Security Agent, but the final decision as to appointment shall lie exclusively with the Bond Trustee.
17.4.2 The functions, rights and obligations of the Security Agent may be determined by a Security Agent agreement to be entered into between the Bond Trustee and the Security Agent, which the Bond Trustee shall have the right to require the Issuer and any other parties to any Security Document to sign as a party, or, at the discretion of the Bond Trustee, to acknowledge. The Bond Trustee shall at all times retain the right to instruct the Security Agent in all matters. Any changes to this Bond Agreement necessary or appropriate in connection with the appointment of a Security Agent shall be documented in an amendment to this Bond Agreement, signed by the Bond Trustee.
17.4.3 If so desired by the Bond Trustee, any or all of the Security Documents shall be amended, assigned or re-issued, so that the Security Agent is the holder of the relevant Security (on behalf of the Bondholders). The costs incurred in connection with such amendment, assignment or re-issue shall be for the account of the Issuer.
Appointment of Security Agent. 26.18.1 Each other Finance Party irrevocably appoints the Security Agent as its agent and trustee on the terms set out in Schedule 12 (Security Agent).
26.18.2 Each Obligor and each other Finance Party agrees to the terms set out in Schedule 12 (Security Agent). In the event of any conflict between the terms of Schedule 12 (Security Agent) and any other Finance Document, the terms of Schedule 12 (Security Agent) shall prevail.
Appointment of Security Agent. Each of the Lenders and each of the Swap Banks appoints the Security Agent as security agent on its behalf with regard to (i) the security, powers, rights, titles, benefits and interests (both present and future) constituted by and conferred on the Lenders or any of them or for the benefit thereof under or pursuant to the Mortgages, (ii) all moneys, property and other assets paid or transferred to or vested in any Lender or any agent of any Lender or received or recovered by any Lender or any agent of any Lender pursuant to, or in connection with, the Mortgages, whether from the Borrower or any other Person and (iii) all money, investments, property and other assets at any time representing or deriving from any of the foregoing, including all interest, income and other sums at any time received or receivable by any Lender or any agent of any Lender in respect of the same (or any part thereof). The Security Agent hereby accepts such appointment
Appointment of Security Agent. Royal Capital Management Corp., is hereby appointed by the Lenders as security agent for the purposes of this Agreement and the other Loan Documents, and Royal Capital Management Corp. hereby accepts such appointment upon the terms and conditions hereof and acknowledges that it is a Canadian Resident.
Appointment of Security Agent. Each Finance Party (other than the Agent) appoints the Security Agent to act as its agent under and in connection with the Security Documents.
Appointment of Security Agent. 17.4.1 The Bond Trustee is appointed to act as Security Agent for the Bond Issue. The main functions of the Security Agent may include holding Security on behalf of the Bondholders and monitoring compliance by the Issuer and other relevant parties of their respective obligations under this Bond Agreement and/or the Security Documents with respect to the Security. Before the appointment of a Security Agent other than the Bond Trustee, the Issuer shall be given the opportunity to state its views on the proposed Security Agent, but the final decision as to appointment shall lie exclusively with the Bond Trustee.
17.4.2 The functions, rights and obligations of the Security Agent may be determined by a Security Agent agreement to be entered into between the Bond Trustee and the Security Agent, which the Bond Trustee shall have the right to require the Issuer and any other parties to any Security Document to sign as a party, or, at the discretion of the Bond Trustee, to acknowledge. The Bond Trustee shall at all times retain the right to instruct the Security Agent in all matters. Any changes to this Bond Agreement necessary or appropriate in connection with the appointment of a Security Agent shall be documented in an amendment to this Bond Agreement, signed by the Bond Trustee.
Appointment of Security Agent. 9 SECTION 2.02.
Appointment of Security Agent. (a) Shawmut Bank Connecticut, National Association is hereby appointed by GE Capital and the Owner Trustee as security agent hereunder, under the Deed of Trust and Security Agreement, under the Security Agreement, under the Pledge Agreements and under the other Collateral Security Documents, and GE Capital and the Owner Trustee hereby authorize Shawmut Bank Connecticut, National Association, in its capacity as the Security Agent, to take such action on their behalf under the provisions of this Agreement and the other Collateral Security Documents and to exercise such powers and perform such duties as are expressly delegated to the Security Agent by the terms of this Agreement, together with such other powers as are reasonably incidental thereto.
(b) Except as otherwise specifically provided in this Security Deposit Agreement, upon the written instructions at any time and from time to time of GE Capital, the Security Agent shall take such of the following actions as may be specified in such instructions: (i) exercise such election or option, or m ake such decision or determination, or give such notice, consent, waiver or the approval or exercise such right, remedy or power or take such other action hereunder or under any other Transaction Document or in respect of any part or all of the Collateral as shall be specified in such instructions and as are consistent with this Security Deposit Agreement and the other Collateral Security Documents; (ii) take such action with respect to, or to preserve or protect, the Collateral (including the discharge o f Liens) as shall be specified in such instructions and as are consistent with this Security Deposit Agreement and the other Collateral Security Documents; and (iii) take such other action in respect of the subject matter of this Security Deposit Agreement and the other Collateral Security Documents as is consistent with the terms hereof, thereof and the other Transaction Documents. The Security Agent shall have the righ t to request such written instructions at any time and from time to time. The Security Agent will execute and file or cause to be filed such continuation statements with respect to financing statements relating to the security interest created under the Collateral Security Documents in the Collateral as may be specified from time to time in written instructions of GE Capital (which instructions may, by their terms, be operative only at a future date and which shall be accompanied by the execution ...
Appointment of Security Agent. (a) Each of the Agent, the Arrangers, the Lenders and the Hedge Counterparties hereby appoints the Security Agent to act as its agent in connection herewith and authorises the Security Agent to exercise such rights, powers and discretions as are specifically delegated to the Security Agent by the terms hereof together with all rights, powers and discretions as are reasonably incidental thereto or necessary to give effect to the rights, powers and discretions of the Security Agent hereby created and each of the Agent, the Arrangers, the Lenders and the Hedge Counterparties irrevocably authorises the Security Agent on its behalf (i) to enter into each Security Document and (ii) to acknowledge the provisions of each Security Document, including but not limited to any "Parallel Debt" provision contained therein.
(b) Each of the Secured Parties hereby:
(i) appoints, with the express consent pursuant to articles 1394 and 1395 of the Italian Civil Code, the Security Agent to be its mandatario con rappresentanza and common representative for the purpose of executing in the name and on behalf of the Secured Parties any Security Document which is expressed to be governed by Italian law;
(ii) grants the Security Agent the power to negotiate and approve the terms and conditions of such Security Document, execute any other agreement or instrument, give or receive any notice or declaration, identify and specify to third parties the names of the Secured Parties at any given date, and take any other action in relation to the creation, perfection, maintenance, enforcement and release of the Security created thereunder in the name and on behalf of the Secured Parties;
(iii) confirms that in the event that any Security created under the Security Documents remains registered in the name of a Secured Party after it has ceased to be a Secured Party then the Security Agent shall remain empowered to execute a release of such Security in its name and on its behalf; and
Appointment of Security Agent. First Union National Bank is hereby appointed by the Borrower, the Agent, the Lenders and the Issuing Bank to continue to act as Security Agent hereunder, and the Security Agent hereby agrees to continue to act as such and to accept all cash, payments, other amounts and Permitted Investments to be delivered to or held by the Security Agent pursuant to the terms of this Agreement. The Security Agent shall hold and safeguard the Accounts (and the cash, instruments and securities on deposit therein) during the term of this Agreement and shall treat the cash, instruments and securities in the Accounts as funds, instruments and securities pledged by the Borrower to the Agent (for the ratable benefit of the Lenders, the Issuing Bank and each Interest Hedging Counterparty) to be held by the Security Agent, as agent of the Agent, the Lenders, the Issuing Bank and each Interest Hedging Counterparty, in trust, for the benefit of the Agent, the Lenders, the Issuing Bank and each Interest Hedging Counterparty, in accordance with the provisions hereof.
