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. You hereby authorize the Collateral Agent 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 you shall be responsible for your 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. 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. 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 and any other Credit Party 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-Term Loan A Lenders and the Tranche B-Term Loan A Administrative Agent irrevocably appoints and authorizes the Collateral Agent to act as its collateral agent under the Tranche B-Term Loan 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 B-Term Loan A Lenders and the Tranche B-Term Loan A Administrative Agent, and to exercise all powers granted under the Tranche B-Term Loan A Security Documents, together with all powers reasonably incidental thereto and the Collateral Agent hereby accepts such appointment. Each of the Tranche B-Term Loan B Lenders and the Tranche B-Term Loan B Administrative Agent irrevocably appoints and authorizes the Collateral Agent to act as its collateral agent under the Tranche B-Term Loan 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-Term Loan B Lenders and the Tranche B-Term Loan B Administrative Agent, and to exercise all powers granted under the Tranche B-Term Loan B 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...
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: THE TRAVELERS INSURANCE COMPANY By: /s/ Xxxxxx X. Xxxxx Title: Investment Officer EXHIBIT A-1 PURCHASER INFORMATION Name and Address of Purchaser Registered Number Principal Amount of Notes to be Purchased The Travelers Insurance Company Xxx Xxxxxxxxx Xxxxxxxx, XX 00000 DR-001 $27,000,000 Purchaser's Tax ID: 00-0000000 Notes registered in the name of: TRAL & CO 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: XX Xxxxxx Xxxxx Bank, National Association New York, NY ABA Number 000-000-000 REF: Travelers Private Placement Account Account No.: 000-0-000000 Contemporaneous with the above wire transfer, advice setting forth:
Authorization of Collateral Agent. For avoidance of doubt, the Lenders hereby authorize the Collateral Agent to execute and deliver any amendment to the Collateral Documents or the Guaranties or any other document necessary or advisable in the judgment of the Collateral Agent to effectuate the transactions contemplated by this Amendment, including access agreements with respect to any Mortgaged Property where assets sold in the Plastic FTS Sale are located.
Authorization of Collateral Agent. Each undersigned Lender hereby (i) authorizes Collateral Agent to enter an amendment to the Security Agreement in substantially the form attached hereto as Annex A and (ii) authorizes Collateral Agent to execute and deliver partial release statements and other documents which Collateral Agent deems necessary to evidence the release of Collateral Agent's security interest in receivables portfolios sold by API pursuant to subsection 7.7(vii) of the Amended Agreement.
Authorization of Collateral Agent. The Required Holders hereby authorize and direct the Collateral Agent to execute and perform this Amendment.
