Common use of Appointment and Duties of Collateral Agent Clause in Contracts

Appointment and Duties of Collateral Agent. Each of XLCA, the Swap Counterparty and the Trustee hereby designates and appoints The Bank of New York to act as the Collateral Agent for the Transaction, and XLCA, the Swap Counterparty and the Trustee hereby authorize The Bank of New York, as the Collateral Agent, to take such actions on its behalf under the provisions of the Collateral Documents to which it is a party and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms thereof and this Agreement and each of the other Financing Documents to which it is a party, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement and the other Financing Documents, the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth in this Agreement and the other Financing Documents to which it is a party, or any fiduciary relationship with XLCA, the Swap Counterparty or the Trustee, and no implied covenants, functions or responsibilities shall be read into this Agreement, the other Financing Documents or otherwise exist against the Collateral Agent. The Collateral Agent shall not be liable for any action taken or omitted to be taken by it hereunder or under any other Financing Document, or in connection herewith or therewith, or in connection with the Collateral, unless caused by its gross negligence or willful misconduct as determined by a court of competent jurisdiction. Anything in this Agreement to the contrary notwithstanding, in no event shall the Collateral Agent or the Trustee be liable under or in connection with this Agreement for indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including but not limited to lost profits, whether or not foreseeable, even if the Collateral Agent or the Trustee (in any of its capacities hereunder) has been advised of the possibility thereof and regardless of the form of action in which such damages are sought.

Appointment and Duties of Collateral Agent. Each of XLCA(a) The Secured Parties hereby designate and appoint Chase Manhattan Bank and Trust Company, the Swap Counterparty and the Trustee hereby designates and appoints The Bank of New York National Association to act as the Collateral Agent for under this Agreement and the Transactionother Security Documents, and XLCAeach of the Secured Parties hereby authorizes Chase Manhattan Bank and Trust Company, the Swap Counterparty and the Trustee hereby authorize The Bank of New YorkNational Association, as the Collateral Agent, to take such actions on its behalf under the provisions of this Agreement and the Collateral Documents to which it is a party other Security Documents, and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms thereof and of this Agreement and each of the other Financing Documents to which it is a partySecurity Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement and or in the other Financing Security Documents, the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth in this Agreement and in the other Financing Documents to which it is a partySecurity Documents, or any fiduciary relationship with XLCA, any of the Swap Counterparty or the TrusteeSecured Parties, and no implied covenants, functions or responsibilities shall be read into this Agreement, Agreement or the other Financing Documents Security Documents, or otherwise exist against the Collateral Agent. The Collateral Agent shall not be liable for any action taken or omitted to be taken by it hereunder or under any other Financing Security Document, or in connection herewith or therewith, or in connection with the Collateral, unless caused by its gross negligence or willful misconduct misconduct. (b) The Secured Parties hereby authorize the Collateral Agent to appoint Chase Manhattan Bank and Trust Company, National Association to act as determined by a court the Depositary Bank under the Depositary Agreement. The Secured Parties hereby authorize and empower the Collateral Agent to remove and replace the Depositary Bank pursuant to the terms and conditions of competent jurisdiction. Anything Article IV of the Depositary Agreement and to direct the Depositary Bank according to the terms of this Agreement. (c) Notwithstanding anything to the contrary in this Agreement to the contrary notwithstandingor any other Security Document, in no event shall the Collateral Agent shall not exercise any rights or the Trustee be liable reme dies under or in connection with this Agreement for indirector any other Security Document or give any consent under this Agreement or any other Security Document or enter into any agreement amending, specialmodifying, incidentalsupplementing or waiving any provision of this Agreement or any other Security Document unless it shall have been directed to do so in writing by the Required Secured Parties; provided, punitive or consequential losses or damages of any kind whatsoeverhowever, including but not limited to lost profits, whether or not foreseeable, even if that the Collateral Agent or shall consent to the Trustee (in any release of its capacities hereunder) has been advised Collateral the release of which is permitted by each of the possibility thereof Financing Documents and regardless shall enter into any amendments, waivers or supplements with respect to the Security Documents to the extent not inconsistent with the provisions of the form Financing Documents and which would not result in a Material Adverse Effect (as evidenced by an Officer's Certificate signed by an Authorized Officer of action in which CE Generation and each Assignor party to any such damages are soughtdocument).

Appointment and Duties of Collateral Agent. (a) Each of XLCA, the Swap Counterparty and the Trustee Secured Parties hereby designates and appoints The Bank of New York to act as the Collateral Agent for under this Agreement and the Transactionother Finance Documents to which the Collateral Agent is a party, and XLCA, each of the Swap Counterparty and the Trustee Secured Parties hereby authorize The Bank of New York, as authorizes the Collateral Agent, Agent to take such actions on its behalf under the provisions of this Agreement and the Collateral other Finance Documents to which it the Collateral Agent is a party and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms thereof and of this Agreement and each of the other Financing Finance Documents to which it the Collateral Agent is a party, together with such other powers as are reasonably incidental thereto. The execution of this Agreement by the Collateral Agent shall be deemed an acceptance by the Collateral Agent of the appointment made under this SECTION 2.1 and an agreement to act as Agent on behalf of the Secured Parties. Notwithstanding any provision to the contrary elsewhere in this Agreement and the other Financing DocumentsFinance Documents to which the Collateral Agent is a party, the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth in this Agreement and the other Financing Finance Documents to which it the Collateral Agent is a party, or any fiduciary relationship with XLCA, the Swap Counterparty or the Trusteeany Secured Party, and no implied covenants, functions or responsibilities shall be read into this Agreement, Agreement or any other Finance Document to which the other Financing Documents Collateral Agent is a party or otherwise exist against the Collateral Agent. The Collateral Agent shall not be liable for any action taken obligated to expend or omitted to be taken by it hereunder risk its own assets or under any other Financing Document, or in connection herewith or therewith, or property in connection with its administration of this Agreement or its appointment hereunder. (b) The Secured Parties hereby authorize the Collateral, unless caused by its gross negligence Collateral Agent to appoint The Bank of New York to act as the Depositary Bank under the Depositary Agreements. The Secured Parties hereby authorize and empower the Collateral Agent to remove and replace the Depositary Bank pursuant to the terms and conditions of SECTION 4.4 (Resignation or willful misconduct as determined by a court Removal) of competent jurisdiction. Anything the Depositary Agreement and to direct such Depositary Bank according to the terms of this Agreement and the Depositary Agreements. (c) Notwithstanding anything to the contrary in this Agreement or any other Finance Document to the contrary notwithstanding, in no event shall which the Collateral Agent or the Trustee be liable under or in connection with this Agreement for indirectis a party, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including but not limited to lost profits, whether or not foreseeable, even if the Collateral Agent shall not exercise any rights or remedies under this Agreement (except as set forth in the Trustee proviso to SECTION 4.2(b) (Actions Upon a Trigger Event)) or any other Finance Document to which the Collateral Agent is a party or give any consent under this Agreement or any other Finance Document to which the Collateral Agent is a party or enter into any agreement amending, modifying, supplementing or waiving any provision of this Agreement or any other Finance Document to which the Collateral Agent is a party unless it shall have been directed to do so in writing by the Majority Holders; PROVIDED, HOWEVER, that the Collateral Agent shall consent to the release of Collateral contemplated by the Finance Documents, and shall enter into any of its capacities hereunder) has been advised amendments, waivers or supplements with respect to the Finance Document to which the Collateral Agent is a party to the extent not inconsistent with the provisions of the possibility thereof other Finance Documents and regardless which would not result in a Material Adverse Effect (as evidenced by an Officer's Certificate signed by an Authorized Officer of each Project Obligor); and PROVIDED FURTHER that the form Collateral Agent shall have the right to amend the Depositary Agreement without having been so directed by the Majority Holders solely for the purpose of action preserving or protecting the Lien on and Security Interest in which such damages are soughtthe Depositary Accounts granted to the Collateral Agent thereunder.

Appointment and Duties of Collateral Agent. (a) Each of XLCA, the Swap Counterparty Participating Holders and the Trustee Pledgor hereby designates and appoints The U.S. Bank of New York Trust National Association to act as the Collateral Agent for under the TransactionPledge Agreement and Guarantee, and XLCA, the Swap Counterparty and the Trustee hereby authorize The Bank of New York, as authorizes the Collateral Agent, Agent to take such actions on its behalf under the provisions of the Collateral Documents to which it is a party Pledge Agreement and Guarantee and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms thereof and this of the Pledge Agreement and each of the other Financing Documents to which it is a partyGuarantee, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement and the other Financing DocumentsPledge Agreement, the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth in this the Pledge Agreement and the other Financing Documents to which it is a party, or any fiduciary relationship with XLCA, the Swap Counterparty or the TrusteeGuarantee, and no implied covenants, functions or responsibilities fiduciary or otherwise shall be read into this Agreement, the other Financing Documents Pledge Agreement or the Guarantee or otherwise exist against the Collateral Agent. . (b) The Collateral Agent will give notice to the Participating Holders of any action to be taken by it under the Pledge Agreement or the Guarantee; such notice shall be given prior to the taking of such action unless the Collateral Agent determines that to do so would be detrimental to the interests of the Participating Holders, in which event such notice shall be given promptly after the taking of such action. (c) Notwithstanding anything to the contrary in the Pledge Agreement or the Guarantee, the Collateral Agent shall not be liable for required to exercise any action taken discretionary rights or omitted remedies under the Pledge Agreement or the Guarantee or give any consent under the Pledge Agreement or the Guarantee or enter into any agreement amending, modifying, supplementing or waiving any provision of the Pledge Agreement or the Guarantee unless it shall have been directed to be taken do so by it hereunder or under the Majority Participating Holders. (d) Notwithstanding any other Financing Documentprovisions contained herein, or in connection herewith or therewith, or in connection with the Collateral, unless caused by its gross negligence or willful misconduct as determined by a court of competent jurisdiction. Anything in this Agreement to the contrary notwithstanding, in no event shall the Collateral Agent shall not be required to take any actions, exercise any remedies or enforce any rights under the Pledge Agreement or the Trustee Guarantee if it shall have a reasonable basis for concluding there is a material risk that it would not be liable under paid or in connection with this Agreement reimbursed for indirectits fees, specialcosts, incidentalexpenses and/or advances resulting from such action, punitive remedy exercise or consequential losses or damages of any kind whatsoeverenforcement, including but not limited to lost profits, whether or not foreseeable, even if unless the Collateral Agent or shall have received indemnification for such fees, costs, expenses and advances which is reasonably satisfactory to the Trustee Collateral Agent; provided, however, that the foregoing provisions of this paragraph (in any of its capacities hereunderd) has shall not be applicable to the Collateral Agent's duty to maintain possession and safekeep the physical certificates evidencing Equity Collateral, and the related certificate powers, that have been advised of delivered to the possibility thereof and regardless of Collateral Agent pursuant to the form of action in which such damages are soughtPledge Agreement.

Appointment and Duties of Collateral Agent. Each of XLCA, the Swap Counterparty (a) The Noteholders hereby designate and the Trustee hereby designates and appoints The appoint JPMorgan Chase Bank of New York to act as the Collateral Agent for the Transaction, and XLCA, the Swap Counterparty and the Trustee hereby authorize The Bank of New YorkJPMorgan Chase Bank, as the Collateral Agent, to take such actions on its their behalf under the provisions of this Agreement, the Collateral Security Documents to which it is a party and any Intercreditor Agreement and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms thereof hereof and thereof. The Collateral Agent hereby agrees to receive, accept and deposit all proceeds of cash, payments, securities, investments and other amounts to be deposited into the Accounts in accordance with the Collateral Agency and Depositary Agreement. The Collateral Agent shall hold and safeguard the Collateral during the term of this Agreement in trust for the Noteholders, and each shall hold the Collateral in accordance with the terms of the Security Documents and as security for the obligations of the Issuer under the Financing Agreements. The Collateral Agent shall forthwith forward to the Noteholders copies of all notices, documents or other Financing information that it receives from the Issuer in connection with the performance of its obligations hereunder and under the Security Documents to which it is a party, together with such other powers as are reasonably incidental thereto. (including copies of each Debt Service Reserve Guaranty received by it). (b) Notwithstanding any provision to the contrary elsewhere in this Agreement and or the other Financing Security Documents, the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth in this Agreement and the other Financing Documents to which it is a partySecurity Documents, or any fiduciary relationship with XLCAany Noteholder, the Swap Counterparty or the Trustee, and no implied covenants, functions or responsibilities shall be read into this Agreement, Agreement or the other Financing Security Documents or otherwise exist against the Collateral AgentAgent and no permissive or discretionary power or authority available to the Collateral Agent shall be construed to be a duty imposed on the Collateral Agent (unless the Collateral Agent shall have received written instructions from the Required Noteholders relating to any such discretionary power or authority). The Collateral Agent shall not be liable for any action taken or omitted to be taken by it hereunder or under any other Financing Documentthe Security Documents, or in connection herewith or therewith, or in connection with the Collateral, unless caused by its gross negligence or willful misconduct as determined by a court of competent jurisdiction. Anything in this Agreement to the contrary notwithstanding, in no event shall the misconduct. (c) The Collateral Agent shall not be responsible for recording or filing or re-recording or re-filing any financing or continuation statement or recording or re-recording any document or instrument in any public office at any time or times or otherwise perfecting or maintaining the Trustee be liable under or in connection with this Agreement for indirect, special, incidental, punitive or consequential losses or damages perfection of any kind whatsoever, including but not limited to lost profits, whether Lien on or not foreseeable, even if the Collateral Agent or the Trustee (security interest in any of its capacities hereunder) has been advised of the possibility thereof and regardless of Collateral unless so directed by the form of action in which Required Noteholders with respect to any such damages are soughtrecording or filing.

Appointment and Duties of Collateral Agent. (a) Each of XLCA, the Swap Counterparty Senior Parties and the Authority Trustee hereby designates and appoints The Chase Manhattan Bank of New York to act as the Collateral Agent for under this Agreement and the Transactionother Financing Documents to which the Collateral Agent is a party, and XLCA, each of the Swap Counterparty Senior Parties and the Authority Trustee hereby authorize The Bank of New York, as the Collateral Agent, Agent to take such actions on its behalf under the provisions of this Agreement and the Collateral other Financing Documents to which it the Collateral Agent is a party and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms thereof and of this Agreement and each of the other Financing Documents to which it the Collateral Agent is a party, together with such other powers as are reasonably incidental thereto. The execution of this Agreement by the Collateral Agent shall be deemed an acceptance by the Collateral Agent of the appointment made under this SECTION 6.1 and an agreement to act as agent on behalf of the Senior Parties and the Authority Trustee. Notwithstanding any provision to the contrary elsewhere in this Agreement and the other Financing DocumentsDocuments to which the Collateral Agent is a party, the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth in this Agreement and the other Financing Documents to which it the Collateral Agent is a party, or any fiduciary relationship with XLCA, the Swap Counterparty or the Trusteeany Senior Party, and no implied covenants, functions or responsibilities shall be read into this Agreement, the Agreement or any other Financing Documents Document to which the Collateral Agent is a party or otherwise exist against the Collateral Agent. The Collateral Agent shall not be liable for any action taken or omitted to be taken by it hereunder or under any other Financing DocumentDocument to which the Collateral Agent is a party, or in connection herewith or therewith, or in connection with the Collateral, unless caused by its gross negligence or willful misconduct misconduct. (b) The Senior Parties hereby authorize the Collateral Agent to appoint The Chase Manhattan Bank to act as determined by a court the Depositary Bank under this Agreement. The Senior Parties hereby authorize and empower the Collateral Agent to remove and replace the Depositary Bank pursuant to the terms and conditions of competent jurisdiction. Anything SECTION 7.4 (Resignation or Removal) of this Agreement and to direct such Depositary Bank according to the terms of this Agreement. (c) Notwithstanding anything to the contrary in this Agreement or any other Financing Document to the contrary notwithstanding, in no event shall which the Collateral Agent or the Trustee be liable under or in connection with this Agreement for indirectis a party, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including but not limited to lost profits, whether or not foreseeable, even if the Collateral Agent shall not exercise any rights or remedies under this Agreement (except as set forth in the Trustee proviso to SECTION 5.2(B) (Actions Upon a Trigger Event)) or any other Financing Document to which the Collateral Agent is a party or give any consent under this Agreement or any other Financing Document to which the Collateral Agent is a party or enter into any agreement amending, modifying, supplementing or waiving any provision of this Agreement or any other Financing Document to which the Collateral Agent is a party unless it shall have been directed to do so in writing by the Required Senior Parties; PROVIDED, HOWEVER, that the Collateral Agent shall consent to the release of Collateral contemplated by the Financing Documents, and shall enter into any of its capacities hereunder) has been advised amendments, waivers or supplements with respect to the Financing Document to which the Collateral Agent is a party to the extent not inconsistent with the provisions of the possibility thereof other Financing Documents and regardless which would not result in a Material Adverse Effect (as evidenced by an Officer's Certificate signed by an Authorized Officer of the form Partnership); and PROVIDED FURTHER that the Collateral Agent shall have the right to amend this Agreement without having been so directed by the Required Senior Parties solely for the purpose of action preserving or protecting the Lien on and Security Interest in which such damages are soughtthe Funds granted to the Collateral Agent thereunder.

Appointment and Duties of Collateral Agent. Each of XLCA(a) The Purchasers hereby designate and appoint Nite Capital Master, the Swap Counterparty and the Trustee hereby designates and appoints The Bank of New York LTD to act as the Collateral Agent for the Transaction, and XLCA, the Swap Counterparty and the Trustee hereby authorize The Bank of New YorkNite Capital Master, LTD, as the Collateral Agent, to take such actions on its their behalf under the provisions of this Agreement, the Collateral Security Documents to which it is a party and the Intercreditor Agreement and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms thereof hereof and thereof. The Collateral Agent shall hold and safeguard the Collateral during the term of this Agreement in trust for the Purchasers, and each shall hold the Collateral in accordance with the terms of the other Financing Security Documents to which it is a party, together with such other powers and as are reasonably incidental thereto. security for the obligations of the Company under the Transaction Documents. (b) Notwithstanding any provision to the contrary elsewhere in this Agreement and or the other Financing Security Documents, the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth in this Agreement and the other Financing Documents to which it is a partySecurity Documents, or any fiduciary relationship with XLCAany Purchaser, the Swap Counterparty or the Trustee, and no implied covenants, functions or responsibilities shall be read into this Agreement, Agreement or the other Financing Security Documents or otherwise exist against the Collateral AgentAgent and no permissive or discretionary power or authority available to the Collateral Agent shall be construed to be a duty imposed on the Collateral Agent (unless the Collateral Agent shall have received written instructions from the Required Holders relating to any such discretionary power or authority). The Collateral Agent shall not be liable for any action taken or omitted to be taken by it hereunder or under any other Financing Documentthe Security Documents, or in connection herewith or therewith, or in connection with the Collateral, unless caused by its gross negligence or willful misconduct as determined by a court of competent jurisdiction. Anything in this Agreement to the contrary notwithstanding, in no event shall the misconduct. (c) The Collateral Agent shall not be responsible for recording or filing or re-recording or re-filing any financing or continuation statement or recording or re-recording any document or instrument in any public office at any time or times or otherwise perfecting or maintaining the Trustee be liable under or in connection with this Agreement for indirect, special, incidental, punitive or consequential losses or damages perfection of any kind whatsoever, including but not limited to lost profits, whether Lien on or not foreseeable, even if the Collateral Agent or the Trustee (security interest in any of its capacities hereunder) has been advised of the possibility thereof and regardless of Collateral unless so directed by the form of action in which Required Holders with respect to any such damages are soughtrecording or filing.