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

Co-Collateral Agent; Separate Collateral Agent. (a) If at any time or times it shall be necessary or prudent in order to conform to any law of any jurisdiction in which any of the Collateral shall be located, or to avoid any violation of law or imposition on the Collateral Agent of taxes by such jurisdiction not otherwise imposed on the Collateral Agent, or the Collateral Agent shall be advised by counsel, satisfactory to it, that it is necessary or prudent in the interest of the Secured Parties, or the Collateral Agent shall deem it desirable for its own protection in the performance of its duties hereunder or under any Security Document, the Collateral Agent and each of the Grantors shall execute and deliver all instruments and agreements necessary or proper to constitute another bank or trust company, or one or more Persons approved by the Collateral Agent and the Grantors, either to act as co-collateral agent or co-collateral agents of all or any of the Collateral under this Agreement or under any of the Security Documents, jointly with the Collateral Agent originally named herein or therein or any successor Collateral Agent, or to act as separate collateral agent or collateral agents of any of the Collateral. If any of the Grantors shall not have joined in the execution of such instruments and agreements within 10 days after it receives a written request from the Collateral Agent to do so, or if an Event of Default shall have occurred and be continuing, the Collateral Agent may act under the foregoing provisions of this Section 5.9(a) without the concurrence of such Grantors and execute and deliver such instruments and agreements on behalf of such Grantors. Each of the Grantors hereby appoints the Collateral Agent as its agent and attorney to act for it under the foregoing provisions of this Section 5.9(a) in either of such contingencies.

Co-Collateral Agent; Separate Collateral Agent. (a) If at any time or times it shall be necessary or prudent in order to conform to any applicable law of any jurisdiction in which any of the Collateral shall be located, or to avoid any violation of applicable law or imposition on the Collateral Agent of taxes by such jurisdiction not otherwise imposed on the Collateral Agent, or the Collateral Agent shall be advised by counsel, satisfactory to it, that it is necessary or prudent in the interest interests of the Notes Secured Parties, or the Collateral Agent shall deem it desirable for its own protection in the performance of its duties hereunder or under any Security Collateral Document, the Collateral Agent and each the Company and the Guarantors may (and in the case of conforming to any applicable law or avoiding the Grantors shall violation of any applicable law, shall) execute and deliver all instruments and agreements necessary or proper to constitute another bank or trust company, or one or more Persons persons approved by the Collateral Agent and the GrantorsCompany, either to act as co-collateral agent or co-collateral agents of all or any of the Collateral under this Agreement Indenture or under any of the Security Collateral Documents, jointly with the Collateral Agent originally named herein or therein or any successor Collateral Agent, or to act as separate collateral agent or collateral agents of any of the Collateral. If any of (x) the Grantors Company and the Guarantors shall not have joined in the execution of such instruments and agreements within 10 days after it receives they receive a written request from the Collateral Agent to do so, and (y) the execution of such instruments and agreements is being undertaken in order to conform to any applicable law of any jurisdiction in which any of the Collateral shall be located, or if an Event to avoid any violation of Default shall have occurred and be continuingapplicable law, then the Collateral Agent may acting as directed by a majority of Holders shall act under the foregoing provisions of this Section 5.9(a) 13.12 without the concurrence of such Grantors the Company and the Guarantors and execute and deliver such instruments and agreements on behalf of the Company and the Guarantors and any such Grantorsact shall be binding on the Company and the Guarantors as if executed by the Company and the Guarantors. Each of the Grantors Company and each Guarantor hereby appoints appoint the Collateral Agent as its agent and attorney to act for it under the foregoing provisions of this Section 5.9(a) 13.12 in either of such contingencies.

Co-Collateral Agent; Separate Collateral Agent. (a) If at any time or times (i) it shall be necessary or prudent in order to conform to any law of any jurisdiction in which any of the Collateral shall be located, or located to avoid any violation of law or imposition on the Collateral Agent of taxes by such jurisdiction not otherwise imposed on the Collateral Agent, or (ii) the Collateral Agent shall be advised by counsel, satisfactory to it, that it is necessary or prudent in the interest of the Secured Parties, (iii) the Administrative Agent shall in writing so request the Collateral Agent and the Obligors, or (iv) the Collateral Agent shall deem it desirable for its own protection in the performance of its duties hereunder or under any Security Document, the Collateral Agent and each of the Grantors Obligors shall execute and deliver all instruments and agreements necessary or proper to constitute another bank or trust company, or one or more Persons persons approved by the Collateral Agent and the GrantorsObligors, either to act as co-collateral agent or co-collateral agents of all or any of the Collateral under this Agreement or under any of the Security Documents, jointly with the Collateral Agent originally named herein or therein or any successor Collateral Agent, or to act as separate collateral agent or collateral agents of any of the Collateral. If any of the Grantors Obligor shall not have joined in the execution of such instruments and agreements within 10 days after it receives a written request from the Collateral Agent to do so, or if an Event of Default shall have occurred and be continuing, the Collateral Agent may act under the foregoing provisions of this Section 5.9(aclause (a) without the concurrence of such Grantors the Obligors and execute and deliver such instruments and agreements on behalf of such GrantorsObligor. Each of the Grantors Obligor hereby appoints the Collateral Agent as its agent and attorney to act for it under the foregoing provisions of this Section 5.9(aclause (a) in either of such contingencies.

Co-Collateral Agent; Separate Collateral Agent. (ai) If at any time or times it shall be necessary or prudent in order to conform to any law of any jurisdiction in which any of the Collateral shall be located, or to avoid any violation of law or imposition on the Collateral Agent of taxes by such jurisdiction not otherwise imposed on the Collateral Agent, or the Collateral Agent shall be advised by counsel, satisfactory to it, that it is reasonably necessary or prudent in the interest of the Secured Parties, or the Applicable Authorized Representative shall in writing so request the Collateral Agent and the Grantors, or the Collateral Agent shall deem it desirable for its own protection in the performance of its duties hereunder or under any Security Documenthereunder, the Collateral Agent and each the Grantors shall, at the reasonable request of the Grantors shall Collateral Agent, execute and deliver all instruments and agreements necessary or proper to constitute another bank or trust company, or one or more Persons persons approved by the Collateral Agent and the Grantors, either to act as co-co collateral agent or co-co collateral agents of all or any of the Collateral under this Agreement or under any of the Security DocumentsCollateral, jointly with the Collateral Agent originally named herein or therein or any successor Collateral Agentor successors, or to act as separate collateral agent or collateral agents of any of such property. In the Collateral. If any of event the Grantors shall not have joined in the execution of such instruments and agreements within 10 30 days after it receives the receipt of a written request from the Collateral Agent so to do sodo, or if in case an Event of Actionable Default shall have occurred and be continuing, the Collateral Agent may act under the foregoing provisions of this Section 5.9(a6(i) without the concurrence of such Grantors the Grantors, and execute and deliver such instruments and agreements on behalf of such Grantors. Each of the Grantors hereby appoints appoint the Collateral Agent as its agent and attorney to act for it under the foregoing provisions of this Section 5.9(a6(i) in either of such contingencies.

Co-Collateral Agent; Separate Collateral Agent. (a) If at any time or times it shall be necessary or prudent in order to conform to any law of any jurisdiction in which any of the Collateral shall be located, or to avoid any violation of law or imposition on the Collateral Agent of taxes by such jurisdiction not otherwise imposed on the Collateral Agent, or the Collateral Agent shall be advised by counsel, satisfactory to it, Opinion of Counsel that it is necessary or prudent in the interest of the Secured Parties, Parties or the Collateral Agent shall deem it desirable for its own protection in the performance of its duties hereunder or under any Security Documenthereunder, the Collateral Agent and each of the Grantors shall execute and deliver all instruments and agreements necessary or proper to constitute another bank or trust company, or one or more Persons persons approved by the Collateral Agent and the Grantors, either to act as co-collateral agent Collateral Agent or co-collateral agents Collateral Agents of all or any of the Collateral under this Agreement or under any of the Security DocumentsAgreement, jointly with the Collateral Agent originally named herein or therein or any successor Collateral Agent, or to act as separate collateral agent Collateral Agent or collateral agents Collateral Agents of any of the Collateral. If any of the Grantors shall not have joined in the execution of such instruments and agreements within 10 days after it receives a written request from the Collateral Agent to do so, or if an Event of Default shall have has occurred and be is continuing, the Collateral Agent may act under the foregoing provisions of this Section 5.9(a10.13(a) without the concurrence of such Grantors and execute and deliver such instruments and agreements on behalf of such Grantors. Each of the Grantors hereby appoints the Collateral Agent as its agent and attorney to act for it under the foregoing provisions of this Section 5.9(a10.13(a) in either of such contingencies.

Co-Collateral Agent; Separate Collateral Agent. (a) If at any time or times it shall be necessary or prudent in order to conform to any law of any jurisdiction in which any of the Collateral shall be located, or to avoid any violation of law or imposition on the Collateral Agent of taxes by such jurisdiction not otherwise imposed on the Collateral Agent, or the Collateral Agent shall be advised by counsel, satisfactory to it, that it is necessary or prudent in the interest interests of [***] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE COMMISSION. the Secured Parties, or the Collateral Agent shall deem it desirable for its own protection in the performance of its duties hereunder or under any Security Loan Document, the Collateral Agent and each of the Grantors Borrower and the Loan Parties shall execute and deliver all instruments and agreements necessary or proper to constitute another bank or bank, trust company, company or one or more Persons persons in each case approved by the Collateral Agent and the GrantorsBorrower, either to act as co-collateral agent or co-collateral agents of all or any of the Collateral under this Agreement or under any of the Security Loan Documents, jointly with the Collateral Agent originally named herein or therein or any successor Collateral Agent, or to act as separate collateral agent or collateral agents of any of the Collateral. If any of the Grantors shall not have joined in the execution of such instruments and agreements within 10 days after it receives a written request from the Collateral Agent to do so, or if an Event of Default shall have occurred and be continuing, the Collateral Agent may act under the foregoing provisions of this Section 5.9(a) without the concurrence of such Grantors and execute and deliver such instruments and agreements on behalf of such Grantors. Each of the Grantors Borrower and each Loan Party hereby appoints the Collateral Agent as its agent and attorney to act for it under the foregoing provisions of this Section 5.9(a) 4.12 in either of such contingencies.

Co-Collateral Agent; Separate Collateral Agent. (a) If at any time or times it shall be necessary or prudent in order to conform to any law of any jurisdiction in which any of the Shared Collateral shall be located, or to avoid any violation of law or imposition on the Collateral Agent of taxes by such jurisdiction not otherwise imposed on the Collateral Agent, or the Collateral Agent shall be advised by counsel, satisfactory to it, that it is necessary or prudent in the interest of the Secured Parties, or the Collateral Agent shall deem it desirable for its own protection in the performance of its duties hereunder or under any Shared Collateral Security Document, the Collateral Agent and each of the Grantors shall execute and deliver all instruments and agreements necessary or proper to constitute another bank or trust company, or one or more Persons approved by the Collateral Agent and the Grantors, either to act as co-collateral agent or co-collateral agents of all or any of the Shared Collateral under this Agreement or under any of the Shared Collateral Security Documents, jointly with the Collateral Agent originally named herein or therein or any successor Collateral Agent, or to act as separate collateral agent or collateral agents of any of the Shared Collateral. If any of the Grantors shall not have joined in the execution of such instruments and agreements within 10 days after it receives a written request from the Collateral Agent to do so, or if an Event of Default shall have occurred and be continuing, the Collateral Agent may act under the foregoing provisions of this Section 5.9(a) without the concurrence of such Grantors and execute and deliver such instruments and agreements on behalf of such Grantors. Each of the Grantors hereby appoints the Collateral Agent as its agent and attorney to act for it under the foregoing provisions of this Section 5.9(a) in either of such contingencies.

Co-Collateral Agent; Separate Collateral Agent. (a) If at any time or times it shall be necessary or prudent in order to conform to any law of any jurisdiction in which any of the Collateral shall be located, or to avoid any violation of law or imposition on the Collateral Agent of taxes by such jurisdiction not otherwise imposed on the Collateral Agent, or the Collateral Agent shall be advised by counsel, satisfactory to it, that it is necessary or prudent in the interest of the Secured Parties, or the Applicable Directing Parties shall in writing so request the Collateral Agent, or the Collateral Agent shall deem it desirable for its own protection in the performance of its duties hereunder or under any other Security Document, the Collateral Agent and each of the Grantors shall execute and deliver all instruments and agreements necessary or proper to constitute another bank or trust company, or one or more Persons persons approved by the Collateral Agent and, if no Default or Event of Default exists and the GrantorsCompany has certified in writing to the Collateral Agent that no Event of Default exists, the Company (such approval not to be unreasonably withheld or delayed), either to act as co-collateral agent or co-collateral agents of all or any of the Collateral under this Agreement or under any of the other Security Documents, jointly with the Collateral Agent originally named herein or therein or any successor Collateral Agent, or to act as separate collateral agent or collateral agents of any of the Collateral. If any of the Grantors shall not have joined in the execution of such instruments and agreements within 10 30 days after it receives a written request from the Collateral Agent to do so, or if an Event a Notice of Default shall have occurred and be continuingAcceleration is in effect, the Collateral Agent may act under the foregoing provisions of this Section 5.9(a) without the concurrence of such Grantors and execute and deliver such instruments and agreements on behalf of such Grantors. Each of the Grantors hereby appoints the Collateral Agent as its agent and attorney to act for it under the foregoing provisions of this Section 5.9(a) in either of such contingencies.

Co-Collateral Agent; Separate Collateral Agent. (a) If at any time or times it shall be necessary or prudent in order to conform to any applicable law of any jurisdiction in which any of the Collateral shall be located, or to avoid any violation of applicable law or imposition on the Collateral Agent of taxes by such jurisdiction not otherwise imposed on the Collateral Agent, or the Collateral Agent shall be advised by counsel, satisfactory to it, that it is necessary or prudent in the interest interests of the Notes Secured Parties, or the Collateral Agent shall deem it desirable for its own protection in the performance of its duties hereunder or under any Security Collateral Document, the Collateral Agent and each the Company and the Guarantors may (and in the case of conforming to any applicable law or avoiding the Grantors shall violation of any applicable law, shall) execute and deliver all instruments and agreements necessary or proper to constitute another bank or trust company, or one or more Persons persons approved by the Collateral Agent and the GrantorsCompany, either to act as co-collateral agent or co-collateral agents of all or any of the Collateral under this Agreement Indenture or under any of the Security Collateral Documents, jointly with the Collateral Agent originally named herein or therein or any successor Collateral Agent, or to act as separate collateral agent or collateral agents of any of the Collateral. If any of (x) the Grantors Company and the Guarantors shall not have joined in the execution of such instruments and agreements within 10 days after it receives they receive a written request from the Collateral Agent to do so, and (y) the execution of such instruments and agreements is being undertaken in order to conform to any applicable law of any jurisdiction in which any of the Collateral shall be located, or if an Event to avoid any violation of Default shall have occurred and be continuingapplicable law, then the Collateral Agent may acting as directed by a majority of Holders shall act under the foregoing provisions of this Section 5.9(a) 13.12 without the concurrence of such Grantors the Company and the Guarantors and execute and deliver such instruments and agreements on behalf of the Company and the Guarantors and any such Grantorsact shall be binding on the Company and the Guarantors as if executed by the Company and the Guarantors. Each of the Grantors Company and each Guarantor hereby appoints appoint the Collateral Agent as its agent and attorney to act for it under the foregoing provisions of this Section 5.9(a) 13.12 in either of such contingencies.. 115

Co-Collateral Agent; Separate Collateral Agent. (a) If at any time or times it shall be necessary or prudent in order to conform to any law of any jurisdiction in which any of the Collateral shall be located, or to avoid any violation of law or imposition on the Collateral Agent of taxes by such jurisdiction not otherwise imposed on the Collateral Agent, or the Collateral Agent shall be advised by counsel, satisfactory to it, that it is necessary or prudent in the interest of the Secured Parties, or the Applicable Directing Parties shall in writing so request the Collateral Agent, or the Collateral Agent shall deem it desirable for its own protection in the performance of its duties hereunder or under any other Security Document, the Collateral Agent and each of the Grantors shall execute and deliver all instruments and agreements necessary or proper to constitute another bank or trust company, or one or more Persons persons approved by the Collateral Agent and, if no Default or Event of Default exists and the GrantorsCompany has certified in writing to the Collateral Agent that no Event of Default exists, the Company (such approval not to be unreasonably withheld or delayed), either to act as co-collateral agent co‑agent or co-collateral agents of all or any of the Collateral under this Agreement or under any of the other Security Documents, jointly with the Collateral Agent originally named herein or therein or any successor Collateral Agent, or to act as separate collateral agent or collateral agents of any of the Collateral. If any of the Grantors shall not have joined in the execution of such instruments and agreements within 10 30 days after it receives a written request from the Collateral Agent to do so, or if an Event a Notice of Default shall have occurred and be continuingAcceleration is in effect, the Collateral Agent may act under the foregoing provisions of this Section 5.9(a) without the concurrence of such Grantors and execute and deliver such instruments and agreements on behalf of such Grantors. Each of the Grantors hereby appoints the Collateral Agent as its agent and attorney to act for it under the foregoing provisions of this Section 5.9(a) in either of such contingencies.

Co-Collateral Agent; Separate Collateral Agent. (a) If at any time or times it shall be necessary or prudent in order to conform to any applicable law of any jurisdiction in which any of the Collateral shall be located, or to avoid any violation of applicable law or imposition on the Collateral Agent of taxes by such jurisdiction not otherwise imposed on the Collateral Agent, or the Collateral Agent shall be advised by counsel, satisfactory to it, that it is necessary or prudent in the interest interests of the Noteholder Secured Parties, or the Collateral Agent shall deem it desirable for its own protection in the performance of its duties hereunder or under any Security Document, the Collateral Agent and each the Issuer and the Guarantors may (and in the case of conforming to any applicable law or avoiding the Grantors shall violation of any applicable law, shall) execute and deliver all instruments and agreements necessary or proper to constitute another bank or trust company, or one or more Persons persons approved by the Collateral Agent and the GrantorsIssuer, either to act as co-collateral agent or co-collateral agents of all or any of the Collateral under this Agreement Indenture or under any of the Security Documents, jointly with the Collateral Agent originally named herein or therein or any successor Collateral Agent, or to act as separate collateral agent or collateral agents of any of the Collateral. If any of (x) the Grantors Issuer and the Guarantors shall not have joined in the execution of such instruments and agreements within 10 days after it receives they receive a written request from the Collateral Agent to do so, and (y) the execution of such instruments and agreements is being undertaken in order to conform to any applicable law of any jurisdiction in which any of the Collateral shall be located, or if an Event to avoid any violation of Default shall have occurred and be continuingapplicable law, then the Collateral Agent may acting as directed by a majority of Holders shall act under the foregoing provisions of this Section 5.9(a) 10.12 without the concurrence of such Grantors the Issuer and the Guarantors and execute and deliver such instruments and agreements on behalf of the Issuer and the Guarantors and any such Grantorsact shall be binding on the Issuer and the Guarantors as if executed by the Issuer and the Guarantors. Each of the Grantors The Issuer and each Guarantor hereby appoints appoint the Collateral Agent as its agent and attorney to act for it under the foregoing provisions of this Section 5.9(a) 10.12 in either of such contingencies.

Co-Collateral Agent; Separate Collateral Agent. (ai) If at any time or times it shall be necessary or prudent in order to conform to any law of any jurisdiction in which any of the Collateral shall be located, or to avoid any violation of law or imposition on the Collateral Agent of taxes by such jurisdiction not otherwise imposed on the Collateral Agent, or the Collateral Agent shall be advised by counsel, satisfactory to it, that it is reasonably necessary or prudent in the interest of the Secured Parties, or the Applicable Authorized Representative shall in writing so request the Collateral Agent and the Grantors, or the Collateral Agent shall deem it desirable for its own protection in the performance of its duties hereunder or under any Security Documenthereunder, the Collateral Agent and each the Grantors shall, at the reasonable request of the Grantors shall Collateral Agent, execute and deliver all instruments and agreements necessary or proper to constitute another bank or trust company, or one or more Persons persons approved by the Collateral Agent and the Grantors, either to act as co-collateral agent or co-collateral agents of all or any of the Collateral under this Agreement or under any of the Security DocumentsCollateral, jointly with the Collateral Agent originally named herein or therein or any successor Collateral Agentor successors, or to act as separate collateral agent or collateral agents of any of such property. In the Collateral. If any of event the Grantors shall not have joined in the execution of such instruments and agreements within 10 30 days after it receives the receipt of a written request from the Collateral Agent so to do sodo, or if in case an Event of Actionable Default shall have occurred and be continuing, the Collateral Agent may act under the foregoing provisions of this Section 5.9(a6(i) without the concurrence of such Grantors the Grantors, and execute and deliver such instruments and agreements on behalf of such Grantors. Each of the Grantors hereby appoints appoint the Collateral Agent as its agent and attorney to act for it under the foregoing provisions of this Section 5.9(a6(i) in either of such contingencies.

Co-Collateral Agent; Separate Collateral Agent. (a) If at any time or times it shall be necessary or prudent in order to conform to any law of any jurisdiction in which any of the Collateral shall be located, or to avoid any violation of law or imposition on the Collateral Agent of taxes by such jurisdiction not otherwise imposed on the Collateral Agent, or the Collateral Agent shall be advised by counsel, satisfactory to it, legal counsel that it is necessary or prudent in the interest of the Secured PartiesLenders, or the Collateral Agent shall deem it desirable for its own protection in the performance of its duties hereunder or under any Security Documenthereunder, the Collateral Agent and each of the Grantors Borrower shall execute and deliver all instruments and agreements necessary or proper to constitute another bank or trust company, or one or more Persons persons approved by the Collateral Agent and the GrantorsBorrower (with the consent, not to be unreasonably withheld, of the Controlling Creditor), either to act as co-collateral agent Collateral Agent or co-collateral agents Collateral Agents of all or any of the Collateral under this Agreement or under any of the Security DocumentsAgreement, jointly with the Collateral Agent originally named herein or therein or any successor Collateral Agent, or to act as separate collateral agent Collateral Agent or collateral agents Collateral Agents of any of the Collateral. If any of the Grantors Borrower shall not have joined in the execution of such instruments and agreements within 10 days after it receives a written request from the Collateral Agent to do so, or if an Event of Default shall have occurred and be continuing, the Collateral Agent may act under the foregoing provisions of this Section 5.9(a8.10(a) without the concurrence of such Grantors the Borrower (and without the consent of the Controlling Creditor) and execute and deliver such instruments and agreements on behalf of such Grantorsthe Borrower. Each of the Grantors The Borrower hereby appoints the Collateral Agent as its agent and attorney to act for it under the foregoing provisions of this Section 5.9(a8.10(a) in either of such contingencies.

Co-Collateral Agent; Separate Collateral Agent. (a) If at any time or times it shall be necessary or prudent in order to conform to any law of any jurisdiction in which any of the Collateral shall be located, or to avoid any violation of law or imposition on the Collateral Agent of taxes by such jurisdiction not otherwise imposed on the Collateral Agent, or the Collateral Agent shall be advised by counsel, satisfactory to it, opinion of counsel that it is necessary or prudent in the interest of the Secured Parties, or the Collateral Agent shall deem it desirable for its own protection in the performance of its duties hereunder or under any Security Documenthereunder, the Collateral Agent and each of the Grantors shall execute and deliver all instruments and agreements necessary or proper to constitute another bank or trust company, or one or more Persons persons approved by the Collateral Agent and the Grantors, either to act as co-collateral agent Collateral Agent or co-collateral agents Collateral Agents of all or any of the Collateral under this Agreement or under any of the Security DocumentsAgreement, jointly with the Collateral Agent originally named herein or therein or any successor Collateral Agent, or to act as separate collateral agent or collateral agents of any of the Collateral. If any of the Grantors shall not have joined in the execution of such instruments and agreements within 10 days after it receives a written request from the Collateral Agent to do so, or if an Event of Default shall have occurred and be is continuing, the Collateral Agent may act under the foregoing provisions of this Section 5.9(a9.14(a) without the concurrence of such Grantors and execute and deliver such instruments and agreements on behalf of such Grantors. Each of the Grantors hereby appoints the Collateral Agent as its agent and attorney to act for it under the foregoing provisions of this Section 5.9(a9.14(a) in either of such contingencies.

Co-Collateral Agent; Separate Collateral Agent. (a) If at any time or times it shall be necessary or prudent in order to conform to any law of any jurisdiction in which any of the Collateral shall be located, or to avoid any violation of law or imposition on the Collateral Agent of taxes by such jurisdiction not otherwise imposed on the Collateral Agent, or the Collateral Agent shall be advised by counsel, satisfactory to it, that it is necessary or prudent in the interest of the Secured PartiesCreditors, or the Majority Secured Creditors or the Trustees shall in writing so request, or the Collateral Agent shall deem it desirable for its own protection in the performance of its own duties hereunder or under any Security DocumentAgreement, the Collateral Agent Agent, the Trustees and each of the Grantors Company as shall be necessary or prudent shall execute and deliver all instruments and agreements necessary or proper to constitute another bank or trust company, or one or more Persons persons approved by the Collateral Agent and the GrantorsCompany, either to act as co-collateral agent or co-collateral agents of all or any of the Collateral under this Agreement or under any of the Security Documents, Agreements jointly with the Collateral Agent originally named herein or therein or any successor Collateral Agent, or to act as separate collateral agent or collateral agents of any of the Collateral. If Collateral (any of the Grantors foregoing, a "Co-Collateral Agent"). If the Company shall not have joined in the execution of such instruments and agreements within 10 days after it receives a written request from the Collateral Agent to do so, or if an Event of Default shall have occurred and be continuing, the Collateral Agent may act under the foregoing provisions of this Section 5.9(a7.7(a) without the concurrence of such Grantors the Company and execute and deliver such instruments and agreements on behalf of such Grantorsthe Company. Each of the Grantors The Company hereby appoints the Collateral Agent as its agent and attorney to act for it under the foregoing provisions of this Section 5.9(a7.7(a) in either of such contingencies.

Co-Collateral Agent; Separate Collateral Agent. (a) If at any time or times it shall be necessary or prudent in order to conform to any law of any jurisdiction in which any of the Collateral shall be located, or to avoid any violation of law or imposition on the Collateral Agent of taxes by such jurisdiction not otherwise imposed on the Collateral Agent, or the Collateral Agent shall be advised by counsel, satisfactory to it, that it is necessary or prudent in the interest of the Secured Parties, or the Collateral Agent shall deem it desirable for its own protection in the performance of its duties hereunder or under any other Security Document, the Collateral Agent and each of the Guarantors and Grantors shall execute and deliver all instruments and agreements necessary or proper to constitute another bank or trust company, or one or more Persons approved by the Collateral Agent and the Grantors, either to act as co-collateral agent or co-collateral agents of all or any of the Collateral under this Agreement or under any of the other Security Documents, jointly with the Collateral Agent originally named herein or therein or any successor Collateral Agent, or to act as separate collateral agent or collateral agents of any of the Shared Collateral. If any of the Guarantors or Grantors shall not have joined in the execution of such instruments and agreements within 10 days ten Business Days after it receives a reasonable written request from the Collateral Agent to do soso that specifically references this Section, or if an Event of Default shall have occurred and be continuing, the Collateral Agent may act under the foregoing provisions of this Section 5.9(a9.17(a) without the concurrence of such Guarantors or Grantors and execute and deliver such instruments and agreements on behalf of such Guarantors and Grantors. Each of the Guarantors and Grantors hereby appoints the Collateral Agent as its agent and attorney to act for it under the foregoing provisions of this Section 5.9(a9.17(a) in either of such contingencies.

Co-Collateral Agent; Separate Collateral Agent. (a) If at any time or times it shall be necessary or prudent in order to conform to any applicable law of any jurisdiction in which any of the Collateral shall be located, or to avoid any violation of applicable law or imposition on the Collateral Agent of taxes by such jurisdiction not otherwise imposed on the Collateral Agent, or the Collateral Agent shall be advised by counsel, satisfactory to it, that it is necessary or prudent in the interest interests of the Notes Secured Parties, or the Collateral Agent shall deem it desirable for its own protection in the performance of its duties hereunder or under any Security Collateral Document, the Collateral Agent and each the Company may (and in the case of conforming to any applicable law or avoiding the Grantors shall violation of any applicable law, shall) execute and deliver all instruments and agreements necessary or proper to constitute another bank or trust company, or one or more Persons persons approved by the Collateral Agent and the GrantorsCompany, either to act as co-collateral agent or co-collateral agents of all or any of the Collateral under this Agreement Indenture or under any of the Security Collateral Documents, jointly with the Collateral Agent originally named herein or therein or any successor Collateral Agent, or to act as separate collateral agent or collateral agents of any of the Collateral. If any of (x) the Grantors Company shall not have joined in the execution of such instruments and agreements within 10 days after it receives they receive a written request from the Collateral Agent to do so, and (y) the execution of such instruments and agreements is being undertaken in order to conform to any applicable law of any jurisdiction in which any of the Collateral shall be located, or if an Event to avoid any violation of Default shall have occurred and be continuingapplicable law, then the Collateral Agent may acting as directed by a majority of Holders shall act under the foregoing provisions of this Section 5.9(a) 13.12 without the concurrence of such Grantors the Company and execute and deliver such instruments and agreements on behalf of the Company and any such Grantorsact shall be binding on the Company as if executed by the Company. Each of the Grantors The Company hereby appoints the Collateral Agent as its agent and attorney to act for it under the foregoing provisions of this Section 5.9(a) 13.12 in either of such contingencies.