Common use of Additional Co-Closed-End Collateral Agent; Separate Closed-End Collateral Agent Clause in Contracts

Additional Co-Closed-End Collateral Agent; Separate Closed-End Collateral Agent. (a) One or more Persons may be appointed from time to time pursuant to this Section 4.10 either to act as a co-Closed-End Collateral Agent of all or any of the Collateral, jointly with the Closed-End Collateral Agent empowered to act as such at such time, or to act as a separate Closed-End Collateral Agent with respect to any Collateral, if at any time or times such an appointment shall be necessary or prudent in order to conform to any law of any jurisdiction in which any of the Collateral shall be located, the Closed-End Collateral Agent shall be advised by counsel satisfactory to it that such an appointment is so necessary or prudent in the interest of the Secured Parties, the Deal Agent or the Required Secured Parties shall in writing so request such an appointment, or the Closed-End Collateral Agent shall deem such an appointment desirable for its own protection in the performance, or convenient for the administration, of its duties hereunder. In the event such a co-Closed-End Collateral Agent or separate Closed-End Collateral Agent with respect to certain Collateral is to be appointed pursuant to this Section 4.10, such co-Closed-End Collateral Agent or such separate Closed-End Collateral Agent shall be appointed by the Required Secured Parties with the consent (so long as no Warehouse Facility Termination Event has occurred and is continuing) of the Borrower, which consent shall not be unreasonably withheld, delayed or conditioned; provided, however, that any such Person shall meet the requirements of Section 4.8. (b) Every separate Closed-End Collateral Agent and every co-Closed-End Collateral Agent shall, to the extent permitted by law, be appointed and act and be such, subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred upon the Closed-End Collateral Agent in respect of the custody, control and management of money, papers or securities shall be exercised solely by the Closed-End Collateral Agent (i.e., the original Closed-End Collateral Agent or its successors appointed pursuant to Section 4.7); (ii) all rights, powers, duties and obligations conferred or imposed upon the Closed-End Collateral Agent hereunder shall be conferred or imposed and exercised or performed by the Closed-End Collateral Agent and such separate Closed-End Collateral Agent or separate Closed-End Collateral Agents or co-Closed-End Collateral Agent or co-Closed-End Collateral Agents, jointly, as shall be provided in the instrument appointing such separate Closed-End Collateral Agent, separate Closed-End Collateral Agents, co-Closed-End Collateral Agent or co-Closed-End Collateral Agents, except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Closed-End Collateral Agent shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations shall be exercised and performed by such separate Closed-End Collateral Agent, separate Closed-End Collateral Agents, co-Closed-End Collateral Agent or co-Closed-End Collateral Agents; (iii) no power given hereby to, or which it is provided hereby may be exercised by, any such co-Closed-End Collateral Agent, co-Closed-End Collateral Agents, separate Closed-End Collateral Agent or separate Closed-End Collateral Agents shall be exercised hereunder by such co-Closed-End Collateral Agent, co-Closed-End Collateral Agents, separate Closed-End Collateral Agent or separate Closed-End Collateral Agents, except jointly with, or with the consent in writing of, the Closed-End Collateral Agent, anything herein contained to the contrary notwithstanding; (iv) no Closed-End Collateral Agent hereunder shall be personally liable by reason of any act or omission of any other Closed-End Collateral Agent hereunder; and (v) the Required Secured Parties and the Closed-End Collateral Agent, at any time, by an instrument in writing, may accept the resignation of or remove any separate Closed-End Collateral Agent or co-Closed-End Collateral Agent, and in that case, by an instrument in writing executed by the Required Secured Parties and the Closed-End Collateral Agent jointly with the consent of the Borrower, which consent will not be unreasonably withheld, delayed or conditioned, may appoint a successor to such separate Closed-End Collateral Agent or co-Closed-End Collateral Agent, as the case may be, anything herein contained to the contrary notwithstanding.