Common use of Appointment of Co-Collateral Agent Clause in Contracts

Appointment of Co-Collateral Agent. Solely for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Collateral may at the time be located, the Collateral Agent shall have the power and may execute and deliver all instruments necessary to appoint one or more Persons to act as a co-Collateral Agent or separate Collateral Agent or separate Collateral Agents, of all or any part of the Collateral, and to vest in such Person or Persons, in such capacity and for the benefit of the Securityholders, such title to the Collateral, or any part hereof, and subject to the other provisions of this Section, such powers, duties, obligations, and rights as the Collateral Agent may consider necessary or desirable. No co-Collateral Agent or separate Collateral Agent hereunder shall be required to meet the terms of eligibility as a successor Collateral Agent under Section 8.02 and no notice to the Securityholders of the appointment of any co-Collateral Agent or separate Collateral Agent shall be required under this Agreement or any of the other Operative Agreements. (a) Every separate Collateral Agent and co-Collateral Agent shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Collateral Agent shall be conferred or imposed upon and exercised or performed by the Collateral Agent and such separate Collateral Agent or co-Collateral Agent jointly (it being understood that such separate Collateral Agent or co-Collateral Agent is not authorized to act separately without the Collateral Agent joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Collateral Agent shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Collateral or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate Collateral Agent or co-Collateral Agent, but solely at the direction of the Collateral Agent; (ii) no Collateral Agent shall be personally liable by reason of any act or omission of any other Collateral Agent under the Operative Agreements; and (iii) the Collateral Agent may at any time accept the resignation of or remove any separate Collateral Agent or co-Collateral Agent. (b) Any notice, request or other writing given to the Collateral Agent shall be deemed to have been given to each of the then separate Collateral Agents and co-Collateral Agents, as effectively as if given to each of them. Every instrument appointing any separate Collateral Agent or co-Collateral Agent shall refer to this Agreement and the conditions of this Section 7.15. Each separate Collateral Agent and co-Collateral Agent, upon its acceptance of the obligations conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Collateral Agent or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection or rights (including the rights to compensation, reimbursement and indemnification hereunder) to, the Collateral Agent. Every such instrument shall be filed with the Collateral Agent. (c) Any separate Collateral Agent or co-Collateral Agent may at any time constitute the Collateral Agent its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate Collateral Agent or co-Collateral Agent shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and obligations shall vest in and be exercised by the Collateral Agent, to the extent permitted by law, without the appointment of a new or successor Collateral Agent.

Appointment of Co-Collateral Agent. Solely (a) Notwithstanding any other provisions of this Deed of Trust, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Collateral Mortgaged Property may at the time be located, the Collateral Agent shall have the power and may execute and deliver all instruments necessary to appoint one or more Persons to act as a co-Collateral Agent collateral agent or separate Collateral Agent collateral agent or separate Collateral Agentscollateral agents, of all or any part of the CollateralMortgaged Property, and to vest in such Person or Persons, in such capacity and for the benefit of the SecurityholdersSecured Parties, such title to the CollateralMortgaged Property, or any part hereof, and subject to the other provisions of this Section, such powers, duties, obligations, and rights as the Collateral Agent may consider necessary or desirable. No co-Collateral Agent collateral agent or separate Collateral Agent collateral agent hereunder shall be required to meet the terms of eligibility as a successor Collateral Agent under Section 8.02 17, and no notice to the Securityholders Secured Parties of the appointment of any co-Collateral Agent collateral agent or separate Collateral Agent collateral agent shall be required under this Agreement or any of the other Operative AgreementsSection 17. (ab) Every separate Collateral Agent collateral agent and co-Collateral Agent collateral agent shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Collateral Agent shall be conferred or imposed upon and exercised or performed by the Collateral Agent and such separate Collateral Agent collateral agent or co-Collateral Agent collateral agent jointly (it being understood that such separate Collateral Agent collateral agent or co-Collateral Agent collateral agent is not authorized to act separately without the Collateral Agent joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Collateral Agent shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Collateral Mortgaged Property or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate Collateral Agent collateral agent or co-Collateral Agentcollateral agent, but solely at the direction of the Collateral Agent; (ii) no Collateral Agent collateral agent shall be personally liable by reason of any act or omission of any other Collateral Agent collateral agent under the Operative Agreementsthis Deed of Trust; and (iii) the Collateral Agent may at any time accept the resignation of or remove any separate Collateral Agent collateral agent or co-Collateral Agentcollateral agent. (bc) Any notice, request or other writing given to the Collateral Agent shall be deemed to have been given to each of the then separate Collateral Agents collateral agents and co-Collateral Agentscollateral agents, as effectively as if given to each of them. Every instrument appointing any separate Collateral Agent collateral agent or co-Collateral Agent collateral agent shall refer to this Agreement and the conditions Deed of this Section 7.15Trust. Each separate Collateral Agent collateral agent and co-Collateral Agentcollateral agent, upon its acceptance of the obligations conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Collateral Agent or separately, as may be provided therein, subject to all the provisions of this AgreementDeed of Trust, specifically including every provision of this Agreement Deed of Trust relating to the conduct of, affecting the liability of, or affording protection or rights (including the rights to compensation, reimbursement and indemnification hereunder) to, the Collateral Agent. Every such instrument shall be filed with the Collateral Agent. (cd) Any separate Collateral Agent collateral agent or co-Collateral Agent collateral agent may at any time constitute the Collateral Agent its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement Deed of Trust on its behalf and in its name. If any separate Collateral Agent collateral agent or co-Collateral Agent collateral agent shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and obligations shall vest in and be exercised by the Collateral Agent, to the extent permitted by law, without the appointment of a new or successor Collateral Agentcollateral agent.

Appointment of Co-Collateral Agent. Solely (a) Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Collateral may at the time be located, the Collateral Agent shall have the power and may execute and deliver all instruments necessary to appoint one or more Persons to act as a co-Collateral Agent collateral agent or separate Collateral Agent collateral agent or separate Collateral Agentscollateral agents, of all or any part of the Collateral, and to vest in such Person or Persons, in such capacity and for the benefit of the SecurityholdersSecured Parties, such title to the Collateral, or any part hereof, and subject to the other provisions of this Section, such powers, duties, obligations, and rights as the Collateral Agent may consider necessary or desirable. No co-Collateral Agent collateral agent or separate Collateral Agent collateral agent hereunder shall be required to meet the terms of eligibility as a successor Collateral Agent under Section 8.02 9.6 and no notice to the Securityholders Secured Parties of the appointment of any co-Collateral Agent collateral agent or separate Collateral Agent collateral agent shall be required under this Agreement or any of the other Operative AgreementsSection 9.6. (ab) Every separate Collateral Agent collateral agent and co-Collateral Agent collateral agent shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Collateral Agent shall be conferred or imposed upon and exercised or performed by the Collateral Agent and such separate Collateral Agent collateral agent or co-Collateral Agent collateral agent jointly (it being understood that such separate Collateral Agent collateral agent or co-Collateral Agent collateral agent is not authorized to act separately without the Collateral Agent joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Collateral Agent shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Collateral or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate Collateral Agent collateral agent or co-Collateral Agentcollateral agent, but solely at the direction of the Collateral Agent; (ii) no Collateral Agent collateral agent shall be personally liable by reason of any act or omission of any other Collateral Agent collateral agent under the Operative AgreementsLoan Documents; and (iii) the Collateral Agent may at any time accept the resignation of or remove any separate Collateral Agent collateral agent or co-Collateral Agentcollateral agent. (bc) Any notice, request or other writing given to the Collateral Agent shall be deemed to have been given to each of the then separate Collateral Agents collateral agents and co-Collateral Agentscollateral agents, as effectively as if given to each of them. Every instrument appointing any separate Collateral Agent collateral agent or co-Collateral Agent collateral agent shall refer to this Agreement and the conditions of this Section 7.15Article IX. Each separate Collateral Agent collateral agent and co-Collateral Agentcollateral agent, upon its acceptance of the obligations conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Collateral Agent or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection or rights (including the rights to compensation, reimbursement and indemnification hereunder) to, the Collateral Agent. Every such instrument shall be filed with the Collateral Agent. (cd) Any separate Collateral Agent collateral agent or co-Collateral Agent collateral agent may at any time constitute the Collateral Agent its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate Collateral Agent collateral agent or co-Collateral Agent collateral agent shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and obligations shall vest in and be exercised by the Collateral Agent, to the extent permitted by law, without the appointment of a new or successor Collateral Agentcollateral agent.

Appointment of Co-Collateral Agent. Solely Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Collateral may at the time be located, the Collateral Agent shall have the power and may execute and deliver all instruments necessary to appoint one or more Persons persons to act as a coits Co-Collateral Agent or separate Collateral Agent or separate Collateral Agents, of all or any part of the Collateral, and to vest in such Person or Personspersons, in such capacity and for the benefit or on behalf of the SecurityholdersSecured Parties, such title to the Collateral, or any part hereofthereof, and subject to the other provisions of this SectionSection 11.8, such powers, duties, obligations, rights and rights trusts as the Collateral Agent may consider necessary or desirable. No co-Collateral Agent or separate Collateral Agent hereunder shall be required to meet the terms of eligibility as a successor Collateral Agent under Section 8.02 and no notice to the Securityholders of , provided that the appointment of any cosuch Co-Collateral Agent or separate Collateral Agent shall be required under this Agreement or any subject to the approval of the other Operative Agreements. (a) Every separate Collateral Agent Issuer and cothe Controlling Party, which approval shall not be unreasonably withheld, and provided further, that any Co-Collateral Agent shall, shall agree to be liable to the Secured Parties to the extent permitted by law, be appointed the Collateral Agent is so liable pursuant to this Agreement. All rights and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Collateral Agent shall may be conferred or imposed upon and may be exercised or performed by the Collateral Agent and such separate Collateral Agent or co-Collateral Agent jointly (it being understood that such separate Collateral Agent or co-Collateral Agent is not authorized to act separately without the Collateral Agent joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Collateral Agent shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Collateral or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate Collateral Agent or coa Co-Collateral Agent, but solely at the direction of the Collateral Agent; (ii) no Collateral Agent shall be personally liable by reason of any act or omission of any other Collateral Agent under the Operative Agreements; and (iii) the Collateral Agent may at any time accept the resignation of or remove any separate Collateral Agent or co-Collateral Agent. (b) . Any notice, request or other writing given to the Collateral Agent shall be deemed to have been given to each of the then separate Collateral Agents and coCo-Collateral AgentsAgent, as effectively as if given to each of themsuch Co-Collateral Agent. Every instrument appointing any separate Collateral Agent or coCo-Collateral Agent shall refer to this Agreement and the conditions of this Section 7.15. Each separate Collateral Agent and co-Collateral Agent, upon its acceptance of the obligations conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Collateral Agent or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection or rights (including the rights to compensation, reimbursement and indemnification hereunder) to, the Collateral Agent. Every such instrument shall be filed with the Collateral Agent. (c) Any separate Collateral Agent or co-Collateral Agent may at any time constitute the Collateral Agent its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its namesection. If any separate Collateral Agent or coCo-Collateral Agent shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and obligations trusts shall vest in and be exercised by the Collateral Agent, Agent to the extent permitted by law, without the . The appointment of a new Co-Collateral Agent shall not relieve the Collateral Agent from any of its obligations hereunder. The Collateral Agent shall not be responsible for any willful misconduct or successor negligence on the part of any Co-Collateral Agent appointed with due care and in good faith pursuant to this Section 11.8. Delivery to the Collateral Agent and/or Trustee of the financial statements and reports is for informational purposes only and the Collateral Agent's and/or the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuer's compliance with any of its covenants hereunder (as to which the Collateral Agent and/or the Trustee is entitle to rely exclusively on officers' certificates).

Appointment of Co-Collateral Agent. Solely (a) Notwithstanding any other provisions of this Indenture or any other Note Document, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Collateral may at the time be located, the Collateral Agent shall have the power and may execute and deliver all instruments necessary to appoint one or more Persons to act as a co-Collateral Agent collateral agent or co-collateral agents, or separate Collateral Agent collateral agent or separate Collateral Agentscollateral agents, of all or any part of the Collateral, and to vest in such Person or Persons, in such capacity and for the benefit of the Securityholdersholders of Note Obligations, such title to the Collateral, or any part hereofthereof, and subject to the other provisions of this Section, such powers, duties, obligations, rights and rights trusts as the Collateral Agent may reasonably consider necessary or desirabledesirable for such purpose. No co-Collateral Agent collateral agent or separate Collateral Agent hereunder collateral agent shall be required to meet the terms of eligibility as a successor Collateral Agent Trustee under Section 8.02 7.10 hereof and no notice to the Securityholders holders of Note Obligations of the appointment of any co-Collateral Agent collateral agent or separate Collateral Agent collateral agent shall be required under this Agreement or any of the other Operative AgreementsSection 7.08 hereof. (ab) Every separate Collateral Agent and co-Collateral Agent collateral agent or separate collateral agent shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i1) all rights, powers, duties and obligations conferred or imposed upon the Collateral Agent shall be conferred or imposed upon and exercised or performed by the Collateral Agent and such separate Collateral Agent or co-Collateral Agent collateral agent or separate collateral agent jointly (it being understood that such separate Collateral Agent or co-Collateral Agent collateral agent or separate collateral agent is not authorized to act separately without the Collateral Agent joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Collateral Agent shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Collateral or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate Collateral Agent or co-Collateral Agentcollateral agent or separate collateral agent, but solely at the direction of the Collateral Agent; (ii) no Collateral Agent shall be personally liable by reason of any act or omission of any other Collateral Agent under the Operative Agreements; and (iii2) the Collateral Agent may at any time accept the resignation of or remove any separate Collateral Agent or co-Collateral Agentcollateral agent or separate collateral agent. (bc) Any notice, request or other writing given to the Collateral Agent shall be deemed to have been given to each of the then separate Collateral Agents and co-Collateral Agentscollateral agents or separate collateral agents, as effectively as if given to each of them. Every instrument appointing any separate Collateral Agent or co-Collateral Agent collateral agent or separate collateral agent shall refer to this Agreement Indenture and the conditions of this Section 7.1510.11. Each separate Collateral Agent and co-Collateral Agentcollateral agent or separate collateral agent, upon its acceptance of the obligations trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Collateral Agent or separately, as may be provided therein, subject to all the provisions of this AgreementIndenture, specifically including every provision of this Agreement Indenture relating to the conduct of, affecting the liability of, or affording protection or rights (including the rights to compensation, reimbursement and indemnification hereunder) to, the Collateral Agent. Every such instrument shall be filed with the Collateral Agent. (cd) Any separate Collateral Agent or co-Collateral Agent collateral agent or separate collateral agent may at any time constitute the Collateral Agent Agent, its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Indenture, the Security Documents and the Intercreditor Agreement on its behalf and in its name. If any separate Collateral Agent or co-Collateral Agent collateral agent or separate collateral agent shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and obligations trusts shall vest in and be exercised by the Collateral Agent, to the extent permitted by law, without the appointment of a new or successor Collateral Agentco-collateral agent or separate collateral agent.