Direction to Collateral Agent. The Borrower and the Administrative Agent hereby direct the Collateral Agent to acknowledge this Agreement and the terms hereof; and the Borrower and the Administrative Agent hereby acknowledge and agree that the exculpatory, indemnification and other provisions of Section 10 of the Credit Agreement shall apply to the Collateral Agent with respect to its acknowledgment of this Agreement and the terms hereof.
Direction to Collateral Agent. Pursuant to Section 13.1 of the Loan Agreement, the Deal Agent hereby directs the Collateral Agent to execute this Amendment.
Direction to Collateral Agent. The Purchasers, constituting the Required Holders under the Second Lien Purchase Agreement, hereby instruct the Collateral Agent to acknowledge that (i) it has read this Agreement, (ii) this Agreement constitutes a “Note Document” under the Second Lien Purchase Agreement and (iii) the Collateral Agent will continue to act on behalf of all Holders (including the Purchasers under this Agreement) under the Collateral Agency Agreement and the other Note Documents in accordance with the terms thereof.
Direction to Collateral Agent. The Holders party hereto, in accordance with Sections 2.1 and 5.2 of the Amended and Restated Collateral Agency Agreement dated as of July 13, 2010 (the “Collateral Agency Agreement”), among The Bank of New York Mellon Trust Company, N.A., as collateral agent for the benefit of the Secured Parties (as defined therein) (in such capacity, the “Collateral Agent”), the Company and the other Secured Parties, hereby authorize and direct the Collateral Agent, at the sole cost and expense of the Company, as follows:
Direction to Collateral Agent. Effective on the Effective Date concurrently with the effectiveness of a corresponding direction by the Required 2005 Noteholders and the Required 2008 Lenders (each as defined the Intercreditor Agreement), the Noteholders hereby agree that the $12,000,000 currently on deposit in the Collateral Agent Intercreditor Collateral Account (as defined in the Intercreditor Agreement) may be released to the Company on the Effective Date, and hereby direct the Collateral Agent to release such amount from the Collateral Agent Intercreditor Collateral Account. The Noteholders direct the Collateral Agent to execute the amendment to the Intercreditor Agreement attached hereto as part of Exhibit A hereto.
Direction to Collateral Agent. Effective on the Effective Date concurrently with the effectiveness of a corresponding direction by the Required 2006 Noteholders and the Required 2008 Lenders (each as defined the Intercreditor Agreement), the Noteholders hereby direct the Collateral Agent to execute and deliver on their behalf any agreements, documents or instruments as shall be necessary or appropriate to effect any releases of, any Lien on the Equity Interests of MCS in connection with the sale thereof under Section 10.5(b)(iii) of the Note Purchase Agreement.
Direction to Collateral Agent. Effective on the Effective Date concurrently with the effectiveness of a corresponding direction by the Required 2005 Noteholders and the Required 2008 Lenders (each as defined the Intercreditor Agreement), the Noteholders hereby direct the Collateral Agent to execute and deliver on their behalf any agreements, documents or instruments as shall be necessary or appropriate to effect any releases of, any Lien on the Equity Interests of UK Dollar in connection with the sale thereof under Section 10.5(b)(iii) or on the Equity Interests of Modine Austria connection with the sale thereof under Section 10.5(b)(iv).
Direction to Collateral Agent. 17.1 By executing this Agreement, acting hereunder and receiving documents hereunder, the Collateral Agent shall be entitled to the rights, benefits, protections, indemnities and immunities afforded to it under the Security Agreement and the other Transaction Documents. By their signatures hereto, each of the Holders (constituting all Holders of Notes as of the date hereof) (x) confirm that they have received each of the documents required hereunder and the conditions to the effectiveness of this Agreement have been satisfied or waived, (y) hereby direct the Collateral Agent to execute and deliver this Agreement and the other Transaction Documents to which it is a party and (z) acknowledge and agree that (A) the direction in clause (y) of this Section 17 constitutes a direction from the Holders under the provisions of Section 6.12 of the Security Agreement and (B) Section 6.12 of the Security Agreement shall apply to any and all actions taken by the Collateral Agent in accordance with such direction.
Direction to Collateral Agent. 43 Section 8.2
Direction to Collateral Agent. By executing this Amendment, the Administrative Agent hereby authorizes and directs the Second Lien Collateral Agent to execute this Amendment pursuant to Section 10.4 of the Credit Agreement.
