Authorization of Collateral Agent. The Bank and the Lenders hereby authorize the Collateral Agent to enter into and to carry out its duties under and with respect to the Security Agreement and hereby agree to accept and be bound by all of the provisions thereof including without limitation the provisions (a) prohibiting the enforcement of the Security Agreement without the direction or consent of the Designated Holders (as that term is used in the Security Agreement), (b) limiting the duties of the Collateral Agent thereunder and exonerating it from certain liabilities, (c) permitting amendments to the Security Agreement and waivers and releases of Collateral thereunder and (d) providing that under certain circumstances the Lenders shall be responsible for their pro rata share of expenses of the Collateral Agent as set forth in Section 6.8 of the Security Agreement.
Authorization of Collateral Agent. By their acceptance of the Convertible Notes, the Holders thereof (including the Purchasers party hereto) hereby authorize and direct the Collateral Agent, as the case may be, to execute and deliver the Intercreditor and Subordination Agreements and any other Collateral Documents or Note Document in which the Collateral Agent is named as a party, including any Collateral Documents executed after the Closing. It is hereby expressly acknowledged and agreed that, in doing so, the Collateral Agent is (a) expressly authorized to make the representations attributed to Holders in any such agreements and (b) not responsible for the terms or contents of such agreements, or for the validity or enforceability thereof, or the sufficiency thereof for any purpose. Whether or not so expressly stated therein, in entering into, or taking (or forbearing from) any action under, the Intercreditor and Subordination Agreements or any other Collateral Documents or Note Documents, the Collateral Agent each shall have all of the rights, immunities, indemnities and other protections granted to it under this Agreement and the Convertible Note (in addition to those that may be granted to it under the terms of such other agreement or agreements).
Authorization of Collateral Agent. The Administrative Lender (with the consent of the Lenders) hereby directs the Collateral Agent to enter into this Amendment.
Authorization of Collateral Agent. You hereby authorize the Collateral Agent to enter into and to carry out its duties under and with respect to the Security Agreement and the Control Agreement and hereby agree to accept and be bound by all of the provisions thereof including without limitation the provisions (a) prohibiting the enforcement of the Security Agreement without the direction or consent of the Designated Holders (as that term is used in the Security Agreement), (b) limiting the duties of the Collateral Agent thereunder and exonerating it from certain liabilities, (c) permitting amendments to the Security Agreement and waivers and releases of Collateral thereunder and (d) providing that under certain circumstances the Noteholders shall be responsible for their respective pro rata shares of expenses of the Collateral Agent as set forth in Section 6.8 of the Security Agreement. [The remainder of this page is intentionally left blank. Signatures follow.] If this Agreement is satisfactory to you, please so indicate by signing the acceptance at the foot of a counterpart of this Agreement and return such counterpart to the Company whereupon this Agreement will become binding between us in accordance with its terms. Very truly yours, RIVER FUEL COMPANY #2, INC. By: /s/ Xxxxx X. Xxxxx Title: President Accepted: CITICORP INSURANCE AND INVESTMENT TRUST BY: TRAVELERS ASSET MANAGEMENT INTERNATIONAL COMPANY LLC By: /s/ Xxxxxx X. Mills_________ Title: Investment Officer Name and Address of Purchaser Registered Number Principal Amount of Notes to be Purchased Citicorp Insurance and Investment Trust 000 Xxxxxxxx Xxxxxx Xxxxxxxx, XX 00000 DR-002 $3,000,000 Purchaser's Tax ID: N/A (Non-U.S. Entity) Notes registered in the name of: Citicorp Insurance And Investment Trust All payments on account of the above Notes in accordance with the provisions thereof and of this Agreement shall be transmitted, not later than 12:00 noon, New York time, on the date such payment is due by bank wire or inter-bank transfer of immediately available funds for credit to: Xxxxx Xxxxxx Xxxx & Xxxxx Xx. Xxx Xxxx, XX BIC: XXXXXX0X ABA # 000-000-000 Xxxxx Street Bank & Trust Co. Sydney Custody Clearing Account Account # 00000000 UID# 396040 REF# 7FGA DDA # 00044008 Ref: River Fuel Contemporaneous with the above wire transfer, advice setting forth:
Authorization of Collateral Agent. The Lenders hereby authorize the Collateral Agent to supplement or otherwise amend that certain Pledge and Security Agreement to include the Borrower’s Equity Interest in Xxxxxxx Gathering as Collateral and to make other conforming changes related thereto.
Authorization of Collateral Agent. You hereby authorize the Collateral Agent and its successors to carry out its duties under and with respect to the Security Agreement and hereby agree to accept and be bound by all of the provisions thereof including without limitation the provisions (a) prohibiting the enforcement of the Security Agreement without the direction or consent of the Designated Holders (as that term is used in the Security Agreement), (b) limiting the duties of the Collateral Agent thereunder and exonerating it from certain liabilities, (c) permitting amendments to the Security Agreement and waivers and releases of Collateral thereunder and (d) providing that under certain circumstances the Noteholders shall be responsible for their respective pro rata shares of expenses of the Collateral Agent as set forth in Section 6.8
Authorization of Collateral Agent. Each of the Tranche A Lenders (for itself and any of its Affiliates which may become a Tranche A Swap Counterparty, and also in the capacity of “Issuing Bank” under the Tranche A Exit Facility Agreement) and the Tranche A Administrative Agent irrevocably appoints and authorizes the Collateral Agent to act as its collateral agent under the Tranche A Security Documents and to hold the security constituted thereby (including the pledge or re-pledge of any and all bonds issued by the Borrower under and secured by any deed of hypothec and issue of bonds) for the benefit of the Tranche A Lenders, any Affiliate of a Tranche A Lender which may become a Tranche A Swap Counterparty, and the Tranche A Administrative Agent, and to exercise all powers granted under the Tranche A Security Documents, together with all powers reasonably incidental thereto and the Collateral Agent hereby accepts such appointment. Each of the Tranche B Lenders and the Tranche B Administrative Agent irrevocably appoints and authorizes the Collateral Agent to act as its collateral agent under the Tranche B Security Documents and to hold the security constituted thereby (including the pledge or re-pledge of any and all bonds issued by the Borrower under and secured by any deed of hypothec and issue of bonds) for the benefit of the Tranche B Lenders and the Tranche B Administrative Agent, and to exercise all powers granted under the Tranche B Security Documents, together with all powers reasonably incidental thereto and the Collateral Agent hereby accepts such appointment. Each of the Tranche C Lenders and the Tranche C Administrative Agent irrevocably appoints and authorizes the Collateral Agent to act as its collateral agent under the Tranche C Security Documents and to hold the security constituted thereby (including the pledge or re-pledge of any and all bonds issued by the Borrower under and secured by any deed of hypothec and issue of bonds) for the benefit of the Tranche C Lenders and the Tranche C Administrative Agent, and to exercise all powers granted under the Tranche C Security Documents, together with all powers reasonably incidental thereto and the Collateral Agent hereby accepts such appointment. The Collateral Agent shall have no duties or responsibilities except those expressly set forth herein. The Collateral Agent shall be entitled to use its discretion with respect to exercising or refraining from exercising any rights which may be vested in it by, and with respect to taking...
Authorization of Collateral Agent. The Required Holders hereby authorize and direct the Collateral Agent to execute and perform this Amendment.
Authorization of Collateral Agent. (a) For greater certainty, and without limiting the powers of the Collateral Agent, or any other Person acting as an agent or mandatory for the Collateral Agent hereunder or under any of the other Loan Documents, each Borrower hereby acknowledges that, for purposes of holding any security granted by any Loan Party on property pursuant to the laws of the Province of Quebec to secure obligations of any Loan Party under any debenture, the Collateral Agent shall be the holder of an irrevocable power of attorney (fondé de pouvoir) (within the meaning of the Civil Code of Quebec) for all present and future Lenders and in particular for all present and future holders of any such debenture. Each Lender hereby irrevocably constitutes, to the extent necessary, the Collateral Agent as the holder of an irrevocable power of attorney (fondé de pouvoir) (within the meaning of Article 2692 of the Civil Code of Quebec) in order to hold security granted by any Loan Party in the Province of Quebec to secure the obligations of any Loan Party under any debenture. Each assignee of a Lender shall be deemed to have confirmed and ratified the constitution of the Collateral Agent as the holders of such irrevocable power of attorney (fondé de pouvoir) by execution of an Assignment and Assumption. Notwithstanding the provisions of Section 32 of the An Act respecting the special powers of legal persons (Quebec), the Collateral Agent may acquire and be the holder of any debenture. Each Borrower hereby acknowledges that such debenture constitutes a title of indebtedness, as such term is used in Article 2692 of the Civil Code of Quebec.
(b) The Lenders, for themselves and on behalf of the beneficiaries of the Guarantees created pursuant to the Guarantor Agreement, the Issuing Banks and the Agents, hereby appoint JPMorgan Chase Bank, N.A., Milan Branch, as “mandatario con rappresentanza” pursuant to articles 1703, 1704 and followings of the Italian Civil Code to act as their collateral agent under and in connection with the Italian Security Documents (and the Intercreditor Agreement for the purposes set forth in Section 9.17) in order to perfect and hold (including exercise all rights, remedies and/or powers of the Lenders thereunder) the security interests governed by Italian law granted by any Loan Party to secure the obligations of any Loan Party under any debenture. Each assignee of a Lender shall be deemed to have confirmed and ratified the aforesaid constitution of the Collateral Ag...
Authorization of Collateral Agent. If, while any Subordinated Debt is outstanding, any Insolvency Event shall occur and be continuing with respect to any Company or its property: (i) the Collateral Agent hereby is irrevocably authorized and empowered (in the name of each Company or otherwise), but shall have no obligation, to demand, xxx for, collect, and receive every payment or distribution in respect of the Subordinated Debt and give acquittance therefor and to file claims and proofs of claim and take such other action (including voting the Subordinated Debt) as it may deem necessary or advisable for the exercise or enforcement of any of the rights or interests of the Collateral Agent or any other Senior Claimholder; and (ii) each Company shall promptly take such action as the Collateral Agent reasonably may request (A) to collect the Subordinated Debt for the account of the Collateral Agent and the other Senior Claimholders and to file appropriate claims or proofs of claim in respect of the Subordinated Debt, (B) to execute and deliver to the Collateral Agent such powers of attorney, assignments, and other instruments as it may request to enable it to enforce any and all claims with respect to the Subordinated Debt, and (C) to collect and receive any and all Subordinated Debt Payments.
