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 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. 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. 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 2006 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. 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:
(i) Upon the effectiveness of this Third Amendment, Direction and Waiver (together with the effectiveness of directions from the other holders and lenders referred to in Section 7(ii)(b) below), to execute and deliver to the Company an amendment and restatement of the Collateral Agency Agreement and of the other Collateral Documents in the forms attached hereto as Annex B.
(ii) Upon the completion of the FERC Merger, to execute and deliver to the Company a termination of each of the FERC Negative Pledge Agreement and the FERC Pledge Agreement in the form attached hereto as Annex C, such other releases, assignments, terminations and similar documents as the Company shall reasonably request and to authorize the filing of any UCC-3 amendment or termination statements, in each case as may be necessary or reasonably requested by the Company, in order to evidence such termination and release. The parties hereto acknowledge and agree that the Collateral Agent shall be a third party beneficiary of Sections 6 and 7 of this Third Amendment, Direction and Waiver.
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 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. Each Lender party hereto further consents to the Administrative Agent delivering a direction in writing to the Priority Collateral Trustee (it being agreed that such direction constitutes an Act of Required Secured Parties under the Collateral Trust Agreement), on or after the Closing Date, authorizing and directing the Priority Collateral Trustee, and the Administrative Agent hereby does authorize and direct the Priority Collateral Agent, to amend Section 2.4(a) of the Collateral Trust Agreement by deleting the reference to “24” appearing therein and replacing such reference to “48”.
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.
17.2 Each Holder of Notes, by its acceptance thereof, hereby (i) consents and agrees to the terms of the Security Documents and Transaction Document (including, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the Collateral Agent to enter into any Security Documents and Note Amendment Transaction Documents on such Holder’s and Collateral Agent’s behalf), in each case, as the same may be in effect or may be amended or otherwise modified from time to time in accordance with their terms and this Agreement, the Purchase Agreement and the Notes, (ii) authorizes and appoints the Collateral Agent, and authorizes and directs the Collateral Agent to enter into the Security Documents and the Note Amendment Transaction Documents and to perform its obligations and exercise its rights thereunder in accordance therewith (iii) reaffirms, acknowledges and agrees that pursuant to this Agreement (by virtue of Section 6.12 of the Security Agreement being incorporated herein by reference): (A), each Holder (and each of its assignees and transferees) shall be deemed to be a party to the Security Agreement as if it were directly a signatory thereto and agrees to all of the terms of the Security Agreement (including, without limitation, the rights, protections, immunities and indemnities of the Collateral Agent therein, including in Section 6.12 of the Security Agreement) and (B) in connection with any transfer of a Note, each H...
Direction to Collateral Agent. In connection with the transactions contemplated by the 0000 Xxxxxxx Xxxxxxxxx, X.X. Bank National Association, as Collateral Agent (in such capacity, the “Collateral Agent”), is hereby authorized and directed by the Investor to execute and deliver each of the following proposed documents: Payment Priority and Voting Agreement, Bridge Notes Securities Purchase Agreement, Amended and Restated Security Agreement, Amended and Restated Security Agreement – Trademarks, Patents and Copyrights, Amended and Restated Guaranty and Suretyship Agreement, Amended and Restated Borrower/Subsidiary Pledge Agreement, and such other related documents as may be contemplated thereby.
