Common use of Appointment as Collateral Agent Clause in Contracts

Appointment as Collateral Agent. The Bank Agent and the Second Priority Notes Trustee each hereby irrevocably and unconditionally appoints, and each Bank Related Hedging Exchanger, Bank Related Overdraft Exchanger, Additional First Priority Indebtedness Representative and Additional Second Priority Indebtedness Representative signing an acknowledgment hereto, by such signing, irrevocably and unconditionally appoints, Deutsche Bank AG, New York Branch to serve as collateral agent and representative of each such Secured Creditor under each of the Security Documents (in such capacity, together with its successors in such capacity, the "Collateral Agent") and irrevocably and unconditionally authorizes the Collateral Agent to act as agent for the Secured Creditors for the purpose of executing and delivering, on behalf of all such Secured Creditors, the Security Documents and any other documents or instruments related thereto or necessary or, as determined by the Collateral Agent (acting on the instructions of the Requisite Obligees (as defined below)), desirable to perfect the Liens granted to the Collateral Agent thereunder and, subject to the provisions of this Agreement, for the purpose of enforcing the Secured Creditors' rights in respect of the Collateral and the obligations of the Pledgors under the Security Documents, and for the purpose of, or in connection with, releasing the obligations of the Pledgors under the Security Documents. Without limiting the generality of the foregoing, the Collateral Agent is further hereby appointed as agent for each of the Secured Creditors to hold the Liens on the Collateral granted pursuant to the Security Documents with, subject to Section 3, sole authority to exercise remedies under the Security Documents. The Collateral Agent is hereby authorized to act as mortgagee under all mortgages, beneficiary under all deeds of trust and as Secured Creditor under all security agreements and pledge agreements and each other Security Document and to follow the instructions provided to it under this Agreement.

Appointment as Collateral Agent. The Bank Lender Agent and each New Senior Debt Representative executing this Agreement hereby appoints (and/or confirms the Second Priority Notes Trustee each hereby irrevocably and unconditionally appointsappointment of), and each Bank Related Hedging ExchangerOther Permitted Credit Exposure Holder, Bank Related Overdraft Exchangerfuture New Senior Debt Representative, Additional First Priority Indebtedness Refinancing Senior Debt Representative and Additional Second Priority Indebtedness New Junior Debt Representative signing that has signed an acknowledgment to the Original Intercreditor Agreement or the Amended and Restated Intercreditor Agreement, or that signs this Agreement or an acknowledgment hereto, by such signing, irrevocably and unconditionally appointseach Existing Holdings Senior Notes Trustee pursuant to an Existing Holdings Senior Notes Indenture or by having signed an acknowledgment to the Original Intercreditor Agreement or the Amended and Restated Intercreditor Agreement, appoints (and/or confirms the appointment of) Deutsche Bank AG, New York Branch Trust Company Americas to serve as collateral agent and representative of each such Secured Creditor Party under each of the Security Collateral Documents and the Loan Guaranties (in such capacity, together with its successors in such capacity, the "“Collateral Agent"”) and irrevocably and unconditionally authorizes the Collateral Agent to act as agent for the Secured Creditors Parties for the purpose of executing and delivering, on behalf of all such Secured CreditorsParties, the Pledge Agreement and, on behalf of the Lender Agent, the Other Permitted Credit Exposure Holders and the New Senior Debt Representatives (the “Senior Secured Parties”), the Security Documents Agreement, the Mortgages, the Loan Guaranties (in each case as applicable) and any other documents or instruments related thereto to any of the foregoing or necessary or, as determined by the Collateral Agent (acting on the instructions of the Requisite Obligees (as defined below)), desirable to perfect the Liens granted to the Collateral Agent thereunder same and, subject to the provisions of this Agreement, for the purpose of enforcing the Secured Creditors' Parties’ rights in respect of the Domestic Collateral and the obligations of the Pledgors Grantors under the Security Documents, Collateral Documents and for the purpose of, or in connection with, releasing the obligations of the Pledgors Loan Guarantors under the Security Documents. Without limiting the generality of the foregoing, the Collateral Agent is further hereby appointed as agent for each of the Secured Creditors to hold the Liens on the Collateral granted pursuant to the Security Documents with, subject to Section 3, sole authority to exercise remedies under the Security Documents. The Collateral Agent is hereby authorized to act as mortgagee under all mortgages, beneficiary under all deeds of trust and as Secured Creditor under all security agreements and pledge agreements and each other Security Document and to follow the instructions provided to it under this AgreementLoan Guaranties.

Appointment as Collateral Agent. The Bank Agent First Priority Trustee on behalf of itself and the Holders of First Priority Notes and the Second Priority Trustee on behalf of itself and the Holders of Second Priority Notes Trustee each hereby irrevocably and unconditionally appoints, and each appoints U.S. Bank Related Hedging Exchanger, Bank Related Overdraft Exchanger, Additional First Priority Indebtedness Representative and Additional Second Priority Indebtedness Representative signing an acknowledgment hereto, by such signing, irrevocably and unconditionally appoints, Deutsche Bank AG, New York Branch National Association to serve as collateral agent Collateral Agent and representative of the First Priority Secured Parties and the Second Priority Secured Parties under the Collateral Documents and each such Secured Creditor under each of the Security Documents (in such capacity, together with its successors in such capacity, the "Collateral Agent") and hereby irrevocably and unconditionally authorizes the Collateral Agent to act as agent for the First Priority Secured Creditors Parties and the Second Priority Secured Parties for the purpose of executing and delivering, on behalf of all such the Secured CreditorsParties, the Security Collateral Documents and any other documents or instruments related thereto or necessary or, as determined by the Collateral Agent (acting on the instructions of the Requisite Obligees (as defined below))Agent, desirable to perfect the Liens granted to the Collateral Agent Secured Parties thereunder and, subject to the provisions of this Agreement, for the purpose of enforcing the Secured CreditorsParties' rights in respect of the Collateral and the obligations of the Pledgors under the Security Collateral Documents, and for the purpose of, or in connection with, releasing the obligations of the Pledgors under the Security Collateral Documents. Without limiting the generality of the foregoing, the Collateral Agent is further hereby appointed as agent for each of the Secured Creditors Parties to hold the Liens on the Collateral granted pursuant to the Security Collateral Documents with, subject to Section 3, with sole authority to exercise remedies under the Security Collateral Documents. The Collateral Agent is hereby authorized to act as mortgagee under all mortgagesMortgages and Ship Mortgages, beneficiary under all deeds of trust and as Secured Creditor collateral agent under all security agreements and pledge agreements the Security Agreement and each other Security Collateral Document and to follow the instructions provided to it under this Agreement.

Appointment as Collateral Agent. The Bank Lender Agent and the Second Priority Notes Trustee each New Senior Debt Representative executing this Agreement hereby irrevocably and unconditionally appoints, and each Bank Related Hedging Interest Rate Exchanger, Bank Related Overdraft Other Permitted Credit Exposure Holder, Currency Exchanger, Additional First Priority Indebtedness future New Senior Debt Representative, Refinancing Senior Debt Representative and Additional Second Priority Indebtedness New Junior Debt Representative signing that has signed an acknowledgment to the Original Intercreditor Agreement or that signs this Agreement or an acknowledgment hereto, by such signingsigning and each Existing Holdings Senior Notes Trustee pursuant to an Existing Holdings Senior Notes Indenture or by having signed an acknowledgment to the Original Intercreditor Agreement, irrevocably and unconditionally appoints, Deutsche Bank AG, New York Branch appoints DB to serve as collateral agent and representative of each such Secured Creditor Party under each of the Security Collateral Documents and the Loan Guaranties (in such capacity, together with its successors in such capacity, the "Collateral Agent") and irrevocably and unconditionally authorizes the Collateral Agent to act as agent for the Secured Creditors Parties for the purpose of executing and delivering, on behalf of all such Secured CreditorsParties, the Pledge Agreement and, on behalf of the Lender Agent, the Other Permitted Credit Exposure Holders, the Interest Rate Exchangers, the Currency Exchangers, and the New Senior Debt Representatives (the "Senior Secured Parties") the Security Documents Agreement, the Mortgages, the Loan Guaranties (in each case as applicable) and any other documents or instruments related thereto to any of the foregoing or necessary or, as determined by the Collateral Agent (acting on the instructions of the Requisite Obligees (as defined below)), desirable to perfect the Liens granted to the Collateral Agent thereunder same and, subject to the provisions of this Agreement, for the purpose of enforcing the Secured CreditorsParties' rights in respect of the Domestic Collateral and the obligations of the Pledgors Grantors under the Security Documents, Collateral Documents and for the purpose of, or in connection with, releasing the obligations of the Pledgors Loan Guarantors under the Security Documents. Without limiting the generality of the foregoing, the Collateral Agent is further hereby appointed as agent for each of the Secured Creditors to hold the Liens on the Collateral granted pursuant to the Security Documents with, subject to Section 3, sole authority to exercise remedies under the Security Documents. The Collateral Agent is hereby authorized to act as mortgagee under all mortgages, beneficiary under all deeds of trust and as Secured Creditor under all security agreements and pledge agreements and each other Security Document and to follow the instructions provided to it under this AgreementLoan Guaranties.

Appointment as Collateral Agent. The Bank Agent Current Credit Agent, the Senior Debenture Trustee, the Subordinated Debt Trustee and the Second Priority Notes Trustee Foreign Lender listed on the signature pages hereof each hereby irrevocably and unconditionally appoints, and each Bank Related Hedging Credit Agent, Lender, Foreign Lender, Interest Rate Exchanger, Bank Related Overdraft Exchanger, Additional First Priority Indebtedness Representative Currency Exchanger and Additional Second Priority Indebtedness Commercial Paper Representative signing an acknowledgment hereto, by such signing, irrevocably and unconditionally appoints, Deutsche Bank AG, New York Branch signing appoints Bankers Trust Company to serve as collateral agent and representative of each such Secured Creditor Party and the Commercial Paper Holders (to the extent applicable) under each of the Security Documents Pledge Agreements and the Loan Guaranty (in such capacity, together with its successors in such capacity, the "Collateral AgentCOLLATERAL AGENT") and irrevocably and unconditionally authorizes the Collateral Agent to act as agent for the Secured Creditors Parties (a) for the purpose of executing and delivering, on behalf of all such Parties and the Secured CreditorsParties, the Security Documents Company Pledge Agreement and, on behalf of all such Parties and any other documents or instruments related thereto or necessary or, as determined by the Collateral Agent (acting on Secured Parties except the instructions Subordinated Debt Trustee and the holders of the Requisite Obligees Subordinated Debt Securities, and (as defined below)), desirable to perfect the Liens granted with respect to the Collateral Agent thereunder Account Agreement only) the Senior Debenture Trustee and the holders of the Senior Debentures, the Intermediate Subsidiary Pledge Agreement and the Collateral Account Agreement and, subject to the provisions of this Agreement, for the purpose of enforcing the Secured CreditorsParties' rights in respect of the Pledged Collateral and the obligations of the Pledgors Company and each Intermediate Subsidiary Pledgor (collectively, the "PLEDGORS") under the Security Documents, Pledge Agreements and for the purpose of, or in connection with, releasing the obligations of the Pledgors Company under the Security Documents. Without limiting Collateral Account Agreement and (b) in addition, with respect to the generality foregoing appointment and authorization by the Current Credit Agent and by each Credit Agent, Lender, Interest Rate Exchanger, Currency Exchanger and Commercial Paper Representative signing an acknowledgment hereto (collectively, together with the Commercial Paper Holders, the "GUARANTIED PARTIES"), for the purpose of enforcing the Guarantied Parties' rights under the Loan Guaranty and the obligations of the foregoing, the Collateral Agent is further hereby appointed as agent for each of the Secured Creditors to hold the Liens on the Collateral granted pursuant to the Security Documents with, subject to Section 3, sole authority to exercise remedies Loan Guarantors under the Security Documents. The Collateral Agent is hereby authorized to act as mortgagee under all mortgages, beneficiary under all deeds of trust and as Secured Creditor under all security agreements and pledge agreements and each other Security Document and to follow the instructions provided to it under this AgreementLoan Guaranty.

Appointment as Collateral Agent. The Bank Lender Agent and each Permitted Secured Debt Representative executing and acknowledging this Agreement hereby appoints (and/or confirms the Second Priority Notes Trustee each hereby irrevocably and unconditionally appointsappointment of), and each Bank Related Hedging ExchangerOther Permitted Credit Exposure Holder and future Permitted Secured Debt Representative that has signed an acknowledgment to the Original Intercreditor Agreement, Bank Related Overdraft Exchangerthe Amended and Restated Intercreditor Agreement or the Second Amended and Restated Intercreditor Agreement, Additional First Priority Indebtedness Representative and Additional Second Priority Indebtedness Representative signing or that signs this Agreement or an acknowledgment hereto, by such signing, irrevocably and unconditionally appointsthe Existing Holdings Senior Notes Trustee pursuant to the Existing Holdings Senior Notes Indenture or by having signed an acknowledgment to a Predecessor Intercreditor Agreement, appoints (and/or confirms the appointment of) Deutsche Bank AG, New York Branch Trust Company Americas to serve as collateral agent and representative of each such Secured Creditor Party under each of the Security Collateral Documents and the Loan Guaranties (in such capacity, together with its successors in such capacity, the "“Collateral Agent"”) and irrevocably and unconditionally authorizes the Collateral Agent to act as agent for the Secured Creditors Parties for the purpose of executing and delivering, on behalf of all such Secured CreditorsParties, the Pledge Agreement and, on behalf of the Lender Agent, the Other Permitted Credit Exposure Holders and the Permitted Secured Debt Representatives (the “Senior Secured Parties”), the Security Documents Agreement, the Loan Guaranties (in each case as applicable) and any other documents or instruments related thereto to any of the foregoing or necessary or, as determined by the Collateral Agent (acting on the instructions of the Requisite Obligees (as defined below)), desirable to perfect the Liens granted to the Collateral Agent thereunder same and, subject to the provisions of this Agreement, for the purpose of enforcing the Secured Creditors' Parties’ rights in respect of the Domestic Collateral and the obligations of the Pledgors Grantors under the Security Documents, Collateral Documents and for the purpose of, or in connection with, releasing the obligations of the Pledgors Loan Guarantors under the Security Documents. Without limiting the generality of the foregoing, the Collateral Agent is further hereby appointed as agent for each of the Secured Creditors to hold the Liens on the Collateral granted pursuant to the Security Documents with, subject to Section 3, sole authority to exercise remedies under the Security Documents. The Collateral Agent is hereby authorized to act as mortgagee under all mortgages, beneficiary under all deeds of trust and as Secured Creditor under all security agreements and pledge agreements and each other Security Document and to follow the instructions provided to it under this AgreementLoan Guaranties.

Appointment as Collateral Agent. The Bank Lender Agent and each Other Permitted Credit Exposure Holder listed on the Second Priority Notes Trustee signature pages hereof each hereby irrevocably and unconditionally appoints, and each Bank Related Hedging Interest Rate Exchanger, Bank Related Overdraft Currency Exchanger, Additional First Priority Indebtedness New Senior Debt Representative, Refinancing Senior Debt Representative and Additional Second Priority Indebtedness New Junior Debt Representative signing signing, an acknowledgment hereto, by such signingsigning and each Existing Senior Note Trustee by signing an acknowledgement hereto or pursuant to an Existing Senior Note Supplemental Indenture, irrevocably and unconditionally appointsby such signing or pursuant to such indenture, Deutsche Bank AG, New York Branch appoints Bankers Trust Company to serve as collateral agent and representative of each such Secured Creditor Party under each of the Security Collateral Documents and the Loan Guaranties (in such capacity, together with its successors in such capacity, the "Collateral AgentCOLLATERAL AGENT") and irrevocably and unconditionally authorizes the Collateral Agent to act as agent for the Secured Creditors Parties for the purpose of executing and delivering, on behalf of all such Secured CreditorsParties, the Pledge Agreement and, on behalf of the Lender Agent, the Other Permitted Credit Exposure Holders, the Interest Rate Exchangers, the Currency Exchangers, the New Senior Debt Representatives (the "SENIOR SECURED Parties") and the Existing Senior Note Trustees, the Security Documents Agreement, the Mortgages, the Loan Guaranties (as applicable) and any other documents or instruments related thereto or necessary or, as determined by the Collateral Agent (acting on the instructions of the Requisite Obligees (as defined below)), desirable to perfect the Liens granted to the Collateral Agent thereunder same and, subject to the provisions of this Agreement, for the purpose of enforcing the Secured CreditorsParties' rights in respect of the Domestic Collateral and the obligations of the Pledgors Grantors under the Security Documents, Collateral Documents and for the purpose of, or in connection with, releasing the obligations of the Pledgors Loan Guarantors under the Security Documents. Without limiting the generality of the foregoing, the Collateral Agent is further hereby appointed as agent for each of the Secured Creditors to hold the Liens on the Collateral granted pursuant to the Security Documents with, subject to Section 3, sole authority to exercise remedies under the Security Documents. The Collateral Agent is hereby authorized to act as mortgagee under all mortgages, beneficiary under all deeds of trust and as Secured Creditor under all security agreements and pledge agreements and each other Security Document and to follow the instructions provided to it under this AgreementLoan Guaranties.