Common use of Appointment; Identification of Indemnification Collateral Clause in Contracts

Appointment; Identification of Indemnification Collateral. Secured Party and Pledgor hereby appoint Securities Intermediary and Pledge Collateral Agent to perform their respective duties as set forth herein and authorize Securities Intermediary to hold that portion of the Indemnification Collateral consisting of cash or securities in the Indemnification Collateral Account and Pledge Collateral Agent to hold that portion of the Pledge Collateral required to be so held in the Pledge Collateral Accounts established under the Pledge Agreement in the name of the Securities Intermediary or the name of its nominees, except as otherwise provided in the Pledge Agreement. Securities Intermediary and Pledge Collateral Agent hereby accept such appointments and agree to establish and maintain the Indemnification Collateral Account and the Pledge Collateral Accounts under the Pledge Agreement and this Agreement and maintain appropriate records identifying the Indemnification Collateral in the Indemnification Collateral Account as pledged by Pledgor to Secured Party and the Pledge Collateral in the Pledge Collateral Accounts as pledged by Pledgor to Pledge Collateral Agent for benefit of Secured Party. Pledgor hereby authorizes Securities Intermediary to, and Securities Intermediary agrees with Pledgor, Secured Party and Pledge Collateral Agent that Securities Intermediary will, comply with all Written Instructions, including entitlement orders relating to the securities account that is part of the Indemnification Collateral Account and instructions relating to the disposition of funds in the deposit account that is part of the Indemnification Collateral Account, originated by Secured Party with respect to the Indemnification Collateral, and that it will comply with all Written Instructions of Pledge Collateral Agent with respect to the Pledge Collateral Accounts, without further consent or direction from Pledgor or any other party. Pledge Collateral Agent agrees with Secured Party that it will act as secured party for benefit of Secured Party with respect to the Pledge Collateral and the Pledge Collateral Accounts under the Pledge Agreement and will comply with all Written Instructions originated by Secured Party with respect to the Pledge Collateral and the Pledge Collateral Accounts without further consent or direction from Pledgor or any other party.

Appointment; Identification of Indemnification Collateral. Secured Party and Pledgor hereby appoint Securities Intermediary and Pledge Collateral Agent to perform their respective duties as set forth herein and authorize Securities Intermediary to hold that portion of the Indemnification Collateral consisting of cash or securities in the Indemnification Collateral Account and Pledge Collateral Agent to hold that portion of the Pledge Collateral required to be so held in the Pledge Collateral Accounts established under the Pledge Agreement in the name of the Securities Intermediary or the name of its nominees, except as otherwise provided in the Pledge Agreement. Securities Intermediary and Pledge Collateral Agent hereby accept such appointments and agree to establish and maintain the Indemnification Collateral Account and the Pledge Collateral Accounts under the Pledge Agreement and this Agreement and maintain appropriate records identifying the Indemnification Collateral in the Indemnification Collateral Account as pledged by Pledgor to Secured Party and the Pledge Collateral in the Pledge Collateral Accounts as pledged by Pledgor to Pledge Collateral Agent for benefit of Secured Party. Pledgor hereby authorizes Securities Intermediary to, and Securities Intermediary agrees with Pledgor, Secured Party and Pledge Collateral Agent that Securities Intermediary will, comply with all Oral and Written Instructions, including entitlement orders relating to the securities account that is part of the Indemnification Collateral Account and instructions relating to the disposition of funds in the deposit account that is part of the Indemnification Collateral Account, originated by Secured Party with respect to the Indemnification Collateral, and that it will comply with all Oral and Written Instructions of Pledge Collateral Agent with respect to the Pledge Collateral Accounts, without further consent or direction from Pledgor or any other party. Pledge Collateral Agent agrees with Secured Party that it will act as secured party for benefit of Secured Party with respect to the Pledge Collateral and the Pledge Collateral Accounts under the Pledge Agreement and will comply with all Oral and Written Instructions originated by Secured Party with respect to the Pledge Collateral and the Pledge Collateral Accounts without further consent or direction from Pledgor or any other party.