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 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 in the 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 Collateral Document, the Collateral Agent and the Company and the Guarantors may (and in the case of conforming to any applicable law or avoiding the 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 approved by the Collateral Agent and the Company, either to act as co-collateral agent or co-collateral agents of all or any of the Collateral under this Indenture or under any of the Collateral Documents, jointly with the Collateral Agent originally named herein or therein or any successor Collateral Agent, or to act as separate agent or agents of any of the Collateral. If (x) the Company and the Guarantors shall not have joined in the execution of such instruments and agreements within 10 days after 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 to avoid any violation of applicable law, then the Collateral Agent acting as directed by a majority of Holders shall act under the foregoing provisions of this Section 13.12 without the concurrence of the Company and the Guarantors and execute and deliver such instruments and agreements on behalf of the Company and the Guarantors and any such act shall be binding on the Company and the Guarantors as if executed by the Company and the Guarantors. Each of the Company and each Guarantor hereby appoint the Collateral Agent as its agent and attorney to act for it under the foregoing provisions of this Section 13.12 in either of such contingencies. (b) Every separate collateral agent and every co-collateral agent, other than any successor Collateral Agent appointed pursuant to this Article, shall, to the extent permitted by law, be appointed and act and be such, subject to the following provisions and conditions: (1) all rights, powers, duties and obligations conferred upon the Collateral Agent in respect of the custody, control and management of moneys, papers or securities shall be exercised solely by the Collateral Agent or any agent appointed by the Collateral Agent; (2) all rights, powers, duties and obligations conferred or imposed upon the Collateral Agent hereunder and under the relevant Collateral Documents shall be conferred or imposed and exercised or performed by the Collateral Agent and such separate collateral agent or separate collateral agents or co-collateral agent or co-collateral agents, jointly, as shall be provided in the instrument appointing such separate collateral agents or co-collateral agent or co-collateral agents, 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, or unless the performance of such act or acts would result in the imposition of any tax on the Collateral Agent which would not be imposed absent such joint act or acts, in which event such rights, powers, duties and obligations shall be exercised and performed by such separate collateral agent or collateral agents or co-collateral agent or co-collateral agents; (3) no power given hereby or by the relevant Collateral Documents to, or which it is provided herein or therein may be exercised by, any such co-collateral agent or co-collateral agents or separate collateral agent or collateral agents shall be exercised hereunder or thereunder by such co-collateral agent or co-collateral agents or separate collateral agent or collateral agents except jointly with, or with the consent in writing of, the Collateral Agent, anything contained herein to the contrary notwithstanding; and (4) no collateral agent hereunder shall be personally liable by reason of any act or omission of any other collateral agent hereunder.

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 interests interest 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 Collateral Security Document, the Collateral Agent and each of the Company and the Guarantors may (and in the case of conforming to any applicable law or avoiding the violation of any applicable law, shall) 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 CompanyGrantors, either to act as co-collateral agent or co-collateral agents of all or any of the Collateral under this Indenture Agreement or under any of the 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 Collateral. If (x) any of the Company and the Guarantors Grantors shall not have joined in the execution of such instruments and agreements within 10 days after they receive it receives a written request from the Collateral Agent to do so, or if an Event of Default shall have occurred 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 locatedcontinuing, or to avoid any violation of applicable law, then the Collateral Agent acting as directed by a majority of Holders shall may act under the foregoing provisions of this Section 13.12 5.9(a) without the concurrence of the Company and the Guarantors such Grantors and execute and deliver such instruments and agreements on behalf of the Company and the Guarantors and any such act shall be binding on the Company and the Guarantors as if executed by the Company and the GuarantorsGrantors. Each of the Company and each Guarantor Grantors hereby appoint appoints the Collateral Agent as its agent and attorney to act for it under the foregoing provisions of this Section 13.12 5.9(a) in either of such contingencies. (b) Every separate collateral agent and every co-collateral agent, other than any successor Collateral Agent appointed pursuant to this ArticleSection 5.6, shall, to the extent permitted by law, be appointed and act and be such, subject to the following provisions and conditions: (1i) all rights, powers, duties and obligations conferred upon the Collateral Agent in respect of the custody, control and management of moneys, papers or securities shall be exercised solely by the Collateral Agent or any agent appointed by the Collateral Agent; (2ii) all rights, powers, duties and obligations conferred or imposed upon the Collateral Agent hereunder and under the relevant Collateral Security Documents shall be conferred or imposed and exercised or performed by the Collateral Agent and such separate collateral agent or separate collateral agents or co-collateral agent or co-collateral agents, jointly, as shall be provided in the instrument appointing such separate collateral agent or separate collateral agents or co-collateral agent or co-collateral agents, 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, or unless the performance of such act or acts would result in the imposition of any tax on the Collateral Agent which would not be imposed absent such joint act or acts, in which event such rights, powers, duties and obligations shall be exercised and performed by such separate collateral agent or separate collateral agents or co-collateral agent or co-collateral agents; (3iii) no power given hereby or by the relevant Collateral Security Documents to, or which it is provided herein or therein may be exercised by, any such co-collateral agent or co-collateral agents or separate collateral agent or separate collateral agents shall be exercised hereunder or thereunder by such co-collateral agent or co-collateral agents or separate collateral agent or separate collateral agents except jointly with, or with the consent in writing of, the Collateral Agent, anything contained herein to the contrary notwithstanding; and; (4iv) no collateral agent hereunder shall be personally liable by reason of any act or omission of any other collateral agent hereunder; and (v) the Borrower and the Collateral Agent, at any time by an instrument in writing executed by them jointly, may accept the resignation of or remove any such separate collateral agent or co-collateral agent and, in that case by an instrument in writing executed by them jointly, may appoint a successor to such separate collateral agent or co-collateral agent, as the case may be, anything contained herein to the contrary notwithstanding. If the Borrower shall not have joined in the execution of any such instrument 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 shall have the power to accept the resignation of or remove any such separate collateral agent or co-collateral agent and to appoint a successor without the concurrence of the Borrower, the Borrower hereby appointing the Collateral Agent its agent and attorney to act for it in such connection in such contingency. If the Collateral Agent shall have appointed a separate collateral agent or separate collateral agents or co-collateral agent or co-collateral agents as above provided, the Collateral Agent may at any time, by an instrument in writing, accept the resignation of or remove any such separate collateral agent or co-collateral agent and the successor to any such separate collateral agent or co-collateral agent shall be appointed by the Borrower and the Collateral Agent, or by the Collateral Agent alone pursuant to this Section 5.9(b).

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 applicable law of any jurisdiction in which any of the Collateral shall be located, or located 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 (ii) the Collateral Agent shall be advised by counsel, satisfactory to it, that it is necessary or prudent in the interests interest of the Notes 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 Collateral Security Document, the Collateral Agent and the Company and the Guarantors may (and in the case of conforming to any applicable law or avoiding the violation of any applicable law, shall) Obligors 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 CompanyObligors, either to act as co-collateral agent or co-collateral agents of all or any of the Collateral under this Indenture Agreement or under any of the 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 Collateral. If (x) the Company and the Guarantors any Obligor shall not have joined in the execution of such instruments and agreements within 10 days after they receive it receives a written request from the Collateral Agent to do so, or if an Event of Default shall have occurred 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 locatedcontinuing, or to avoid any violation of applicable law, then the Collateral Agent acting as directed by a majority of Holders shall may act under the foregoing provisions of this Section 13.12 clause (a) without the concurrence of the Company and the Guarantors Obligors and execute and deliver such instruments and agreements on behalf of the Company and the Guarantors and any such act shall be binding on the Company and the Guarantors as if executed by the Company and the GuarantorsObligor. Each of the Company and each Guarantor Obligor hereby appoint appoints the Collateral Agent as its agent and attorney to act for it under the foregoing provisions of this Section 13.12 clause (a) in either of such contingencies. (b) Every separate collateral agent and every co-collateral agent, other than any successor Collateral Agent appointed pursuant to this ArticleSection 5.6, shall, to the extent permitted by law, be appointed and act and be such, subject to the following provisions and conditions: (1i) all rights, powers, duties and obligations conferred upon the Collateral Agent in respect of the custody, control and management of moneys, papers or securities shall be exercised solely by the Collateral Agent or any agent appointed by the Collateral Agent; (2ii) all rights, powers, duties and obligations conferred or imposed upon the Collateral Agent hereunder and under the relevant Collateral Security Document or Documents shall be conferred or imposed and exercised or performed by the Collateral Agent and such separate collateral agent or separate collateral agents or co-collateral agent or co-collateral agents, jointly, as shall be provided in the instrument appointing such separate collateral agent or separate collateral agents or co-collateral agent or co-collateral agents, 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, or unless the performance of such act or acts would result in the imposition of any tax on the Collateral Agent which would not be imposed absent such joint act or acts, in which event such rights, powers, duties and obligations shall be exercised and performed by such separate collateral agent or separate collateral agents or co-collateral agent or co-collateral agents; (3) ; no power given hereby or by the relevant Collateral Security Documents to, or which it is provided herein or therein may be exercised by, any such co-collateral agent or co-collateral agents or separate collateral agent or separate collateral agents shall be exercised hereunder or thereunder by such co-collateral agent or co-collateral agents or separate collateral agent or separate collateral agents except jointly with, or with the consent in writing of, the Collateral Agent, anything contained herein to the contrary notwithstanding; and; (4iii) no the Borrower and the Collateral Agent, at any time by an instrument in writing executed by them jointly, may accept the resignation of or remove any such separate collateral agent hereunder or co-collateral agent and, in that case by an instrument in writing executed by them jointly, may appoint a successor to such separate collateral agent or co-collateral agent, as the case may be, anything contained herein to the contrary notwithstanding. If the Borrower shall not have joined in the execution of any such instrument within 10 days after it receives a written request from the Collateral Agent to do so, or if an Event of Default has occurred and is continuing, the Collateral Agent shall have the power to accept the resignation of or remove any such separate collateral agent or co-collateral agent and to appoint a successor without the concurrence of the Borrower, the Borrower hereby appointing the Collateral Agent its agent and attorney to act for it in such connection in such contingency. If the Collateral Agent shall have appointed a separate collateral agent or separate collateral agents or co-collateral agent or co-collateral agents as above provided, the Collateral Agent may at any time, by an instrument in writing, accept the resignation of or remove any such separate collateral agent or co-collateral agent and the successor to any such separate collateral agent or co-collateral agent shall be personally liable appointed by reason of any act the Borrower and the Collateral Agent, or omission of any other collateral agent hereunderby the Collateral Agent alone pursuant to this clause (b).

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, legal counsel that it is necessary or prudent in the interests interest of the Notes Secured PartiesLenders, or the Collateral Agent shall deem it desirable for its own protection in the performance of its duties hereunder or under any Collateral Documenthereunder, the Collateral Agent and the Company and the Guarantors may (and in the case of conforming to any applicable law or avoiding the violation of any applicable law, shall) Borrower shall promptly 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 CompanyBorrower (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 Indenture or under any of the Collateral DocumentsAgreement, jointly with the Collateral Agent originally named herein or therein or any successor Collateral Agent, or to act as separate agent Collateral Agent or agents Collateral Agents of any of the Collateral. If (x) the Company and the Guarantors shall not have joined in the execution of such instruments and agreements within 10 days after 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 to avoid any violation of applicable law, then the Collateral Agent acting as directed by a majority of Holders shall act under the foregoing provisions of this Section 13.12 without the concurrence of the Company and the Guarantors and execute and deliver such instruments and agreements on behalf of the Company and the Guarantors and any such act shall be binding on the Company and the Guarantors as if executed by the Company and the Guarantors. Each of the Company and each Guarantor hereby appoint the Collateral Agent as its agent and attorney to act for it under the foregoing provisions of this Section 13.12 in either of such contingencies. (b) Every separate collateral agent Collateral Agent and every co-collateral agentCollateral Agent, other than any successor Collateral Agent appointed pursuant to this ArticleSection 8.8, shall, to the extent permitted by law, be appointed and act and be such, subject to the following provisions and conditions: (1i) all rights, powers, duties and obligations conferred upon the such Collateral Agent in respect of the custody, control and management of moneys, papers or securities shall be exercised solely by the such Collateral Agent or any agent appointed by the such Collateral Agent; (2ii) all rights, powers, duties and obligations conferred or imposed upon the Collateral Agent hereunder and under the relevant Collateral Documents shall be conferred or imposed and exercised or performed by the Collateral Agent and such separate collateral agent Collateral Agent or separate collateral agents Collateral Agents or co-collateral agent Collateral Agent or co-collateral agentsCollateral Agents, jointly, as shall be provided in the instrument appointing such separate collateral agents Collateral Agent or separate Collateral Agents or co-collateral agent Collateral Agent or co-collateral agentsCollateral Agents, 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, or unless the performance of such act or acts would result in the imposition of any tax on the Collateral Agent which would not be imposed absent such joint act or acts, in which event such rights, powers, duties and obligations shall be exercised and performed by such separate collateral agent Collateral Agent or collateral agents separate Collateral Agents or co-collateral agent Collateral Agent or co-collateral agentsCollateral Agents; (3iii) except as provided in clause (ii) above, no power given hereby or by the relevant Collateral Documents to, or which it is provided herein or therein may be exercised by, any such co-collateral agent Collateral Agent or co-collateral agents Collateral Agents or separate collateral agent Collateral Agent or collateral agents separate Collateral Agents shall be exercised hereunder or thereunder by such co-collateral agent Collateral Agent or co-collateral agents Collateral Agents or separate collateral agent Collateral Agent or collateral agents separate Collateral Agents except jointly with, or with the consent in writing of, the Collateral Agent, anything contained herein to the contrary notwithstanding; and; (4iv) no collateral agent Collateral Agent hereunder shall be personally liable by reason of any act or omission of any other collateral agent Collateral Agent hereunder; and (v) the Borrower and the Collateral Agent, at any time by an instrument in writing executed by them jointly (with the consent, not to be unreasonably withheld, of the Controlling Creditor), may accept the resignation of or remove (for any reason or no reason at all) any such separate Collateral Agent or co-Collateral Agent and, in that case by an instrument in writing executed by them jointly, may appoint a successor to such separate Collateral Agent or co-Collateral Agent, as the case may be, anything contained herein to the contrary notwithstanding.

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, Opinion of Counsel that it is necessary or prudent in the interests interest of the Notes 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 Collateral Documenthereunder, the Collateral Agent and each of the Company and the Guarantors may (and in the case of conforming to any applicable law or avoiding the violation of any applicable law, shall) 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 CompanyGrantors, either to act as co-collateral agent Collateral Agent or co-collateral agents Collateral Agents of all or any of the Collateral under this Indenture or under any of the Collateral DocumentsAgreement, jointly with the Collateral Agent originally named herein or therein or any successor Collateral Agent, or to act as separate agent Collateral Agent or agents Collateral Agents of any of the Collateral. If (x) any of the Company and the Guarantors Grantors shall not have joined in the execution of such instruments and agreements within 10 days after they receive it receives a written request from the Collateral Agent to do so, or if an Event of Default has occurred 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 locatedcontinuing, or to avoid any violation of applicable law, then the Collateral Agent acting as directed by a majority of Holders shall may act under the foregoing provisions of this Section 13.12 10.13(a) without the concurrence of the Company and the Guarantors such Grantors and execute and deliver such instruments and agreements on behalf of the Company and the Guarantors and any such act shall be binding on the Company and the Guarantors as if executed by the Company and the GuarantorsGrantors. Each of the Company and each Guarantor Grantors hereby appoint appoints the Collateral Agent as its agent and attorney to act for it under the foregoing provisions of this Section 13.12 10.13(a) in either of such contingencies. (b) Every separate collateral agent Collateral Agent and every co-collateral agentCollateral Agent, other than any successor Collateral Agent appointed pursuant to this ArticleSection 10.10(b), shall, to the extent permitted by law, be appointed and act and be such, subject to the following provisions and conditions: (1i) all rights, powers, duties and obligations conferred upon the Collateral Agent in respect of the custody, control and management of moneys, papers or securities shall be exercised solely by the Collateral Agent or any agent appointed by the Collateral Agent; (2ii) all rights, powers, duties and obligations conferred or imposed upon the Collateral Agent hereunder and under the relevant Collateral Documents shall be conferred or imposed and exercised or performed by the Collateral Agent and such separate collateral agent Collateral Agent or separate collateral agents Collateral Agents or co-collateral agent Collateral Agent or co-collateral agentsCollateral Agents, jointly, as shall be provided in the instrument appointing such separate collateral agents Collateral Agent or separate Collateral Agents or co-collateral agent Collateral Agent or co-collateral agentsCollateral Agents, 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, or unless the performance of such act or acts would result in the imposition of any tax on the Collateral Agent which would not be imposed absent such joint act or acts, in which event such rights, powers, duties and obligations shall be exercised and performed by such separate collateral agent Collateral Agent or collateral agents separate Collateral Agents or co-collateral agent Collateral Agent or co-collateral agentsCollateral Agents; (3iii) no power given hereby or by the relevant Collateral Documents to, or which it is provided herein or therein may be exercised by, any such co-collateral agent Collateral Agent or co-collateral agents Collateral Agents or separate collateral agent Collateral Agent or collateral agents separate Collateral Agents shall be exercised hereunder or thereunder by such co-collateral agent Collateral Agent or co-collateral agents Collateral Agents or separate collateral agent Collateral Agent or collateral agents separate Collateral Agents except jointly with, or with the consent in writing of, the Collateral Agent, anything contained herein to the contrary notwithstanding; and; (4iv) no collateral agent Collateral Agent hereunder shall be personally liable by reason of any act or omission of any other collateral Collateral Agent hereunder; and (v) the Company and the Collateral Agent, at any time by an instrument in writing executed by them jointly, may accept the resignation of or remove (for any reason or no reason at all) any such separate Collateral Agent or co-Collateral Agent and, in that case by an instrument in writing executed by them jointly, may appoint a successor to such separate Collateral Agent or co-Collateral Agent, as the case may be, anything contained herein to the contrary notwithstanding. If the Company shall not have joined in the execution of any such instrument within 10 days after it receives a written request from the Collateral Agent to do so, or if an Event of Default has occurred and is continuing, the Collateral Agent shall have the power to accept the resignation of or remove any such separate Collateral Agent or co-Collateral Agent and to appoint a successor without the concurrence of the Company, the Company hereby appointing the Collateral Agent its agent hereunderand attorney to act for it in such connection in such contingency. If the Collateral Agent shall have appointed a separate Collateral Agent or separate Collateral Agents or co-Collateral Agent or co-Collateral Agents as above provided, the Collateral Agent may at any time, by an instrument in writing, accept the resignation of or remove any such separate Collateral Agent or co-Collateral Agent and the successor to any such separate Collateral Agent or co-Collateral Agent shall be appointed by the Company and the Collateral Agent, or by the Collateral Agent alone pursuant to this Section 10.13(b).

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, legal counsel that it is necessary or prudent in the interests interest of the Notes Secured PartiesLenders, or the Collateral Agent shall deem it desirable for its own protection in the performance of its duties hereunder or under any Collateral Documenthereunder, the Collateral Agent and the Company and the Guarantors may (and in the case of conforming to any applicable law or avoiding the violation of any applicable law, shall) Borrower 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 CompanyBorrower (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 Indenture or under any of the Collateral DocumentsAgreement, jointly with the Collateral Agent originally named herein or therein or any successor Collateral Agent, or to act as separate agent Collateral Agent or agents Collateral Agents of any of the Collateral. If (x) the Company and the Guarantors Borrower shall not have joined in the execution of such instruments and agreements within 10 days after they receive it receives a written request from the Collateral Agent to do so, or if an Event of Default shall have occurred 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 locatedcontinuing, or to avoid any violation of applicable law, then the Collateral Agent acting as directed by a majority of Holders shall may act under the foregoing provisions of this Section 13.12 8.10 (a) without the concurrence of the Company Borrower (and without the Guarantors consent of the Controlling Creditor) and execute and deliver such instruments and agreements on behalf of the Company and the Guarantors and any such act shall be binding on the Company and the Guarantors as if executed by the Company and the GuarantorsBorrower. Each of the Company and each Guarantor The Borrower hereby appoint appoints the Collateral Agent as its agent and attorney to act for it under the foregoing provisions of this Section 13.12 8.10(a) in either of such contingencies. (b) Every separate collateral agent Collateral Agent and every co-collateral agentCollateral Agent, other than any successor Collateral Agent appointed pursuant to this ArticleSection 8.8, shall, to the extent permitted by law, be appointed and act and be such, subject to the following provisions and conditions: (1i) all rights, powers, duties and obligations conferred upon the such Collateral Agent in respect of the custody, control and management of moneys, papers or securities shall be exercised solely by the such Collateral Agent or any agent appointed by the such Collateral Agent; (2ii) all rights, powers, duties and obligations conferred or imposed upon the Collateral Agent hereunder and under the relevant Collateral Documents shall be conferred or imposed and exercised or performed by the Collateral Agent and such separate collateral agent Collateral Agent or separate collateral agents Collateral Agents or co-collateral agent Collateral Agent or co-collateral agentsCollateral Agents, jointly, as shall be provided in the instrument appointing such separate collateral agents Collateral Agent or separate Collateral Agents or co-collateral agent Collateral Agent or co-collateral agentsCollateral Agents, 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, or unless the performance of such act or acts would result in the imposition of any tax on the Collateral Agent which would not be imposed absent such joint act or acts, in which event such rights, powers, duties and obligations shall be exercised and performed by such separate collateral agent Collateral Agent or collateral agents separate Collateral Agents or co-collateral agent Collateral Agent or co-collateral agentsCollateral Agents; (3iii) except as provided in clause (ii) above, no power given hereby or by the relevant Collateral Documents to, or which it is provided herein or therein may be exercised by, any such co-collateral agent Collateral Agent or co-collateral agents Collateral Agents or separate collateral agent Collateral Agent or collateral agents separate Collateral Agents shall be exercised hereunder or thereunder by such co-collateral agent Collateral Agent or co-collateral agents Collateral Agents or separate collateral agent Collateral Agent or collateral agents separate Collateral Agents except jointly with, or with the consent in writing of, the Collateral Agent, anything contained herein to the contrary notwithstanding; and; (4iv) no collateral agent Collateral Agent hereunder shall be personally liable by reason of any act or omission of any other collateral Collateral Agent hereunder; and (v) the Borrower and the Collateral Agent, at any time by an instrument in writing executed by them jointly (with the consent, not to be unreasonably withheld, of the Controlling Creditor), may accept the resignation of or remove (for any reason or no reason at all) any such separate Collateral Agent or co-Collateral Agent and, in that case by an instrument in writing executed by them jointly, may appoint a successor to such separate Collateral Agent or co-Collateral Agent, as the case may be, anything contained herein to the contrary notwithstanding. If the Borrower shall not have joined in the execution of any such instrument 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 shall have the power to accept the resignation of or remove any such separate Collateral Agent or co-Collateral Agent and to appoint a successor without the concurrence of the Borrower (and without the consent of the Controlling Creditor), the Borrower hereby appointing the Collateral Agent its agent hereunderand attorney to act for it in such connection in such contingency. If the Collateral Agent shall have appointed a separate Collateral Agent or separate Collateral Agents or co-Collateral Agent or co-Collateral Agents as above provided, the Collateral Agent may at any time, by an instrument in writing, accept the resignation of or remove any such separate Collateral Agent or co-Collateral Agent and the successor to any such separate Collateral Agent or co-Collateral Agent shall be appointed by the Borrower and the Collateral Agent, or by the Collateral Agent alone pursuant to this Section 8.10(b).

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 interests interest of the Notes 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 Collateral other Security Document, the Collateral Agent and each of the Company and the Guarantors may (and in the case of conforming to any applicable law or avoiding the violation of any applicable law, shall) 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, if no Default or Event of Default exists and the CompanyCompany 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 Indenture Agreement or under any of the Collateral other Security Documents, jointly with the Collateral Agent originally named herein or therein or any successor Collateral Agent, or to act as separate agent or agents of any of the Collateral. If (x) any of the Company and the Guarantors Grantors shall not have joined in the execution of such instruments and agreements within 10 30 days after they receive it receives a written request from the Collateral Agent to do so, and (y) the execution or if a Notice of such instruments and agreements Acceleration is being undertaken in order to conform to any applicable law of any jurisdiction in which any of the Collateral shall be locatedeffect, or to avoid any violation of applicable law, then the Collateral Agent acting as directed by a majority of Holders shall may act under the foregoing provisions of this Section 13.12 5.9(a) without the concurrence of the Company and the Guarantors such Grantors and execute and deliver such instruments and agreements on behalf of the Company and the Guarantors and any such act shall be binding on the Company and the Guarantors as if executed by the Company and the GuarantorsGrantors. Each of the Company and each Guarantor Grantors hereby appoint appoints the Collateral Agent as its agent and attorney to act for it under the foregoing provisions of this Section 13.12 5.9(a) in either of such contingencies. (b) Every separate collateral agent and every co-collateral agent, other than any successor Collateral Agent appointed pursuant to this ArticleSection 5.9, shall, to the extent permitted by law, be appointed and act and be such, subject to the following provisions and conditions: (1i) all rights, powers, duties and obligations conferred upon the Collateral Agent in respect of the custody, control and management of moneys, papers or securities shall be exercised solely by the Collateral Agent or any agent appointed by the Collateral Agent; (2ii) all rights, powers, duties and obligations conferred or imposed upon the Collateral Agent hereunder and under the other relevant Collateral Security Document or Documents shall be conferred or imposed and exercised or performed by the Collateral Agent and such separate collateral agent or separate collateral agents or co-collateral agent or co-collateral agents, jointly, as shall be provided in the instrument appointing such separate collateral agent or separate agents or co-collateral agent or co-collateral agents, 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, or unless the performance of such act or acts would result in the imposition of any tax on the Collateral Agent which would not be imposed absent such joint act or acts, in which event such rights, powers, duties and obligations shall be exercised and performed by such separate collateral agent or collateral separate agents or co-collateral agent or co-collateral agents; (3iii) no power given hereby or by the other relevant Collateral Security Documents to, or which it is provided herein or therein may be exercised by, any such co-collateral agent or co-collateral agents or separate collateral agent or collateral separate agents shall be exercised hereunder or thereunder by such co-collateral agent or co-collateral agents or separate collateral agent or collateral separate agents except jointly with, or with the consent in writing of, the Collateral Agent, anything contained herein to the contrary notwithstanding; and; (4iv) no collateral separate agent or co-agent hereunder shall be personally liable by reason of any act or omission of any other collateral agent hereunder; (v) the Collateral Agent, at any time by a written and executed instrument, may accept the resignation of or remove any such separate agent or co-agent and, with consent of Applicable Directing Parties (not to be unreasonably withheld) and with the consent of the Company (not to be unreasonably withheld or delayed) if no Event of Default exists and the Company has certified in writing to the Collateral Agent that no Event of Default exists may appoint a successor to such separate agent or co-agent, as the case may be, anything contained herein to the contrary notwithstanding. If the Company shall not have joined in the execution of any such instrument within 30 days after it receives a written request from the Collateral Agent to do so, or if a Notice of Acceleration is in effect, the Collateral Agent with consent of Applicable Directing Parties (not to be unreasonably withheld) shall have the power to accept the resignation of or remove any such separate agent or co-agent and to appoint a successor without the concurrence of the Company, the Company hereby appointing the Collateral Agent its agent and attorney to act for it in such connection in such contingency. If the Collateral Agent shall have appointed a separate agent or separate agents or co-agent or co-agents as above provided, the Collateral Agent may at any time, by an instrument in writing, accept the resignation of or remove any such separate agent or co-agent and the successor to any such separate agent or co-agent shall be appointed by the Collateral Agent with consent of Applicable Directing Parties (not to be unreasonably withheld); (vi) such separate agent or co-agent shall act as bailee and agent for and on behalf of the Collateral Agent in order to perfect any Liens on the Collateral; and (vii) all fees, expenses and indemnity obligations owed to such separate agent or co-agent shall be entitled to share ratably with the Collateral Agent Fees in the allocation of payments described in Section 3.5. (c) Each separate agent and co-agent shall and agrees to (i) hold all Collateral in its possession (or which it controls or which is registered in its name) for the benefit of and as agent for perfection of and bailee for the Collateral Agent and to perfect the security interest in and Liens on such Collateral created by the Security Documents to which it is a party, including to the extent that possession or control is taken to perfect a Lien thereon under the UCC (such bailment being intended, among other things, to satisfy the requirements of Section 8-301, 9-106 and 9-313 of the UCC), and (ii) comply with instructions and entitlement orders originated by the Collateral Agent with respect to the Collateral without further consent by the Company or any other Grantors, and the Collateral Agent agrees not to deliver any such instructions and orders unless instructed to do so by the Applicable Directing Parties.

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 in the 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 Collateral Document, the Collateral Agent and the Company and the Guarantors may of (and in the case of conforming to any applicable law or avoiding the violation of any applicable law, shalla) 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 Company, either to act as co-collateral agent or co-collateral agents of all or any of the Collateral under this Indenture or under any of the Collateral Documents, jointly with the Collateral Agent originally named herein or therein or any successor Collateral Agent, or to act as separate agent or agents of any of the Collateral. If (x) the Company and the Guarantors shall not have joined in the execution of such instruments and agreements within 10 days after 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 to avoid any violation of applicable law, then the Collateral Agent acting as directed by a majority of Holders shall act under the foregoing provisions of this Section 13.12 without the concurrence of the Company Borrower (and without the Guarantors consent of the Controlling Creditor) and execute and deliver such instruments and agreements on behalf of the Company and the Guarantors and any such act shall be binding on the Company and the Guarantors as if executed by the Company and the GuarantorsBorrower. Each of the Company and each Guarantor The Borrower hereby appoint appoints the Collateral Agent as its agent and attorney to act for it under the foregoing provisions of this Section 13.12 8.10(a) in either of such contingencies. (b) Every separate collateral agent Collateral Agent and every co-collateral agentCollateral Agent, other than any successor Collateral Agent appointed pursuant to this ArticleSection 8.8, shall, to the extent permitted by law, be appointed and act and be such, subject to the following provisions and conditions: (1i) all rights, powers, duties and obligations conferred upon the such Collateral Agent in respect of the custody, control and management of moneys, papers or securities shall be exercised solely by the such Collateral Agent or any agent appointed by the such Collateral Agent; (2ii) all rights, powers, duties and obligations conferred or imposed upon the Collateral Agent hereunder and under the relevant Collateral Documents shall be conferred or imposed and exercised or performed by the Collateral Agent and such separate collateral agent Collateral Agent or separate collateral agents Collateral Agents or co-collateral agent Collateral Agent or co-collateral agentsCollateral Agents, jointly, as shall be provided in the instrument appointing such separate collateral agents Collateral Agent or separate Collateral Agents or co-collateral agent Collateral Agent or co-collateral agentsCollateral Agents, 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, or unless the performance of such act or acts would result in the imposition of any tax on the Collateral Agent which would not be imposed absent such joint act or acts, in which event such rights, powers, duties and obligations shall be exercised and performed by such separate collateral agent Collateral Agent or collateral agents separate Collateral Agents or co-collateral agent Collateral Agent or co-collateral agentsCollateral Agents; (3iii) except as provided in clause (ii) above, no power given hereby or by the relevant Collateral Documents to, or which it is provided herein or therein may be exercised by, any such co-collateral agent Collateral Agent or co-collateral agents Collateral Agents or separate collateral agent Collateral Agent or collateral agents separate Collateral Agents shall be exercised hereunder or thereunder by such co-collateral agent Collateral Agent or co-collateral agents Collateral Agents or separate collateral agent Collateral Agent or collateral agents separate Collateral Agents except jointly with, or with the consent in writing of, the Collateral Agent, anything contained herein to the contrary notwithstanding; and; (4iv) no collateral agent Collateral Agent hereunder shall be personally liable by reason of any act or omission of any other collateral Collateral Agent hereunder; and (v) the Borrower and the Collateral Agent, at any time by an instrument in writing executed by them jointly (with the consent, not to be unreasonably withheld, of the Controlling Creditor), may accept the resignation of or remove (for any reason or no reason at all) any such separate Collateral Agent or co-Collateral Agent and, in that case by an instrument in writing executed by them jointly, may appoint a successor to such separate Collateral Agent or co-Collateral Agent, as the case may be, anything contained herein to the contrary notwithstanding. If the Borrower shall not have joined in the execution of any such instrument 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 shall have the power to accept the resignation of or remove any such separate Collateral Agent or co-Collateral Agent and to appoint a successor without the concurrence of the Borrower (and without the consent of the Controlling Creditor), the Borrower hereby appointing the Collateral Agent its agent hereunderand attorney to act for it in such connection in such contingency. If the Collateral Agent shall have appointed a separate Collateral Agent or separate Collateral Agents or co-Collateral Agent or co-Collateral Agents as above provided, the Collateral Agent may at any time, by an instrument in writing, accept the resignation of or remove any such separate Collateral Agent or co-Collateral Agent and the successor to any such separate Collateral Agent or co-Collateral Agent shall be appointed by the Borrower and the Collateral Agent, or by the Collateral Agent alone pursuant to this Section 8.10(b).

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, opinion of counsel that it is necessary or prudent in the interests interest 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 Collateral Documenthereunder, the Collateral Agent and each of the Company and the Guarantors may (and in the case of conforming to any applicable law or avoiding the violation of any applicable law, shall) 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 CompanyGrantors, either to act as co-collateral agent Collateral Agent or co-collateral agents Collateral Agents of all or any of the Collateral under this Indenture or under any of the Collateral 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 (x) any of the Company and the Guarantors Grantors shall not have joined in the execution of such instruments and agreements within 10 days after they receive it receives a written request from the Collateral Agent to do so, or if an Event of Default shall have occurred 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 locatedcontinuing, or to avoid any violation of applicable law, then the Collateral Agent acting as directed by a majority of Holders shall may act under the foregoing provisions of this Section 13.12 9.14(a) without the concurrence of the Company and the Guarantors such Grantors and execute and deliver such instruments and agreements on behalf of the Company and the Guarantors and any such act shall be binding on the Company and the Guarantors as if executed by the Company and the GuarantorsGrantors. Each of the Company and each Guarantor Grantors hereby appoint appoints the Collateral Agent as its agent and attorney to act for it under the foregoing provisions of this Section 13.12 9.14(a) in either of such contingencies. (ba) Every separate collateral agent Collateral Agent and every co-collateral agentCollateral Agent, other than any successor Collateral Agent appointed pursuant to this ArticleSection 9.14(b), shall, to the extent permitted by law, be appointed and act and be such, subject to the following provisions and conditions: (1i) all rights, powers, duties and obligations conferred upon the Collateral Agent in respect of the custody, control and management of moneys, papers or securities shall be exercised solely by the Collateral Agent or any agent appointed by the Collateral Agent; (2ii) all rights, powers, duties and obligations conferred or imposed upon the Collateral Agent hereunder and under the relevant Collateral Documents shall be conferred or imposed and exercised or performed by the Collateral Agent and such separate collateral agent Collateral Agent or separate collateral agents Collateral Agents or co-collateral agent Collateral Agent or co-collateral agentsCollateral Agents, jointly, as shall be provided in the instrument appointing such separate collateral agents Collateral Agent or separate Collateral Agents or co-collateral agent Collateral Agent or co-collateral agentsCollateral Agents, 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, or unless the performance of such act or acts would result in the imposition of any tax on the Collateral Agent which would not be imposed absent such joint act or acts, in which event such rights, powers, duties and obligations shall be exercised and performed by such separate collateral agent Collateral Agent or collateral agents separate Collateral Agents or co-collateral agent Collateral Agent or co-collateral agentsCollateral Agents; (3iii) no power given hereby or by the relevant Collateral Documents to, or which it is provided herein or therein may be exercised by, any such co-collateral agent Collateral Agent or co-collateral agents Collateral Agents or separate collateral agent Collateral Agent or collateral agents separate Collateral Agents shall be exercised hereunder or thereunder by such co-collateral agent Collateral Agent or co-collateral agents co- Collateral Agents or separate collateral agent Collateral Agent or collateral agents separate Collateral Agents except jointly with, or with the consent in writing of, the Collateral Agent, anything contained herein to the contrary notwithstanding; and; (4iv) no collateral agent Collateral Agent hereunder shall be personally liable by reason of any act or omission of any other collateral Collateral Agent hereunder; and (v) the Borrower and the Collateral Agent, at any time by an instrument in writing executed by them jointly, may accept the resignation of or remove (for any reason or no reason at all) any such separate Collateral Agent or co-Collateral Agent and, in that case by an instrument in writing executed by them jointly, may appoint a successor to such separate Collateral Agent or co-Collateral Agent, as the case may be, anything contained herein to the contrary notwithstanding. If the Borrower shall not have joined in the execution of any such instrument within 10 days after it receives a written request from the Collateral Agent to do so, or if an Event of Default has occurred and is continuing, the Collateral Agent shall have the power to accept the resignation of or remove any such separate Collateral Agent or co-Collateral Agent and to appoint a successor without the concurrence of the Borrower, the Borrower hereby appointing the Collateral Agent its agent hereunderand attorney to act for it in such connection in such contingency. If the Collateral Agent shall have appointed a separate Collateral Agent or separate Collateral Agents or co-Collateral Agent or co-Collateral Agents as above provided, the Collateral Agent may at any time, by an instrument in writing, accept the resignation of or remove any such separate Collateral Agent or co Collateral Agent and the successor to any such separate Collateral Agent or co-Collateral Agent shall be appointed by the Borrower and the Collateral Agent, or by the Collateral Agent alone pursuant to this Section 9.14(b).

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 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 reasonably necessary in the interests interest of the Notes 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 Collateral Documenthereunder, the Collateral Agent and the Company and Grantors shall, at the Guarantors may (and in reasonable request of the case of conforming to any applicable law or avoiding the violation of any applicable lawCollateral Agent, 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 CompanyGrantors, either to act as co-co collateral agent or co-co collateral agents of all or any of the Collateral under this Indenture or under any of the Collateral 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 (x) event the Company and the Guarantors Grantors shall not have joined in the execution of such instruments and agreements within 10 30 days after they receive the receipt of a written request from the Collateral Agent so 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 locateddo, or to avoid any violation of applicable lawin case an Actionable Default shall have occurred and be continuing, then the Collateral Agent acting as directed by a majority of Holders shall may act under the foregoing provisions of this Section 13.12 6(i) without the concurrence of the Company Grantors, and the Guarantors and execute and deliver such instruments and agreements on behalf of the Company and the Guarantors and any such act shall be binding on the Company and the Guarantors as if executed by the Company and the Guarantors. Each of the Company and each Guarantor Grantors hereby appoint the Collateral Agent as its agent and attorney to act for it under the foregoing provisions of this Section 13.12 6(i) in either of such contingencies. (bii) Every separate collateral agent and every co-co collateral agent, other than any collateral agent that may be appointed as successor to the Collateral Agent appointed pursuant to this ArticleAgent, shall, to the extent permitted by law, be appointed and act and be such, subject to the following provisions and conditions, namely: (1) all rights, powers, duties and obligations conferred upon the Collateral Agent in respect of the custody, control and management of moneys, papers or securities shall be exercised solely by the Collateral Agent or any agent appointed by the Collateral Agent; (2) all rights, powers, duties and obligations conferred or imposed upon the Collateral Agent hereunder and under the relevant Collateral Documents shall be conferred or imposed and exercised or performed by the Collateral Agent and such separate collateral agent or separate collateral agents or co-collateral agent or co-collateral agents, jointly, as shall be provided in the instrument appointing such separate collateral agents or co-collateral agent or co-collateral agents, 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, or unless the performance of such act or acts would result in the imposition of any tax on the Collateral Agent which would not be imposed absent such joint act or acts, in which event such rights, powers, duties and obligations shall be exercised and performed by such separate collateral agent or collateral agents or co-collateral agent or co-collateral agents; (3) no power given hereby or by the relevant Collateral Documents to, or which it is provided herein or therein may be exercised by, any such co-collateral agent or co-collateral agents or separate collateral agent or collateral agents shall be exercised hereunder or thereunder by such co-collateral agent or co-collateral agents or separate collateral agent or collateral agents except jointly with, or with the consent in writing of, the Collateral Agent, anything contained herein to the contrary notwithstanding; and (4) no collateral agent hereunder shall be personally liable by reason of any act or omission of any other collateral agent hereunder.

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 interests interest of the Notes 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 Collateral DocumentSecurity Agreement, the Collateral Agent Agent, the Trustees and the Company and the Guarantors may (and in the case of conforming to any applicable law as shall be necessary or avoiding the violation of any applicable law, shall) prudent 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 Company, either to act as co-collateral agent or co-collateral agents of all or any of the Collateral under this Indenture or under any of the Collateral Documents, Security Agreements jointly with the Collateral Agent originally named herein or therein or any successor Collateral Agent, or to act as separate agent or agents of any of the CollateralCollateral (any of the foregoing, a "Co-Collateral Agent"). If (x) the Company and the Guarantors shall not have joined in the execution of such instruments and agreements within 10 days after they receive it receives 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 to avoid any violation of applicable law, then the Collateral Agent acting as directed by a majority of Holders shall may act under the foregoing provisions of this Section 13.12 7.7(a) without the concurrence of the Company and the Guarantors and execute and deliver such instruments and agreements on behalf of the Company. The Company and the Guarantors and any such act shall be binding on the Company and the Guarantors as if executed by the Company and the Guarantors. Each of the Company and each Guarantor hereby appoint appoints the Collateral Agent as its agent and attorney to act for it under the foregoing provisions of this Section 13.12 7.7(a) in either of such contingencies. (b) Every separate collateral agent and every coCo-collateral agentCollateral Agent, other than any successor Collateral Agent appointed pursuant to this ArticleSection 7.5, shall, to the extent permitted by law, be appointed and act and be such, subject to the following provisions and conditions: (1i) all rights, powers, duties and obligations conferred upon the Collateral Agent in respect of the custody, control and management of moneys, papers or securities shall be exercised solely by the Collateral Agent or any agent appointed by the Collateral Agent; (2ii) all rights, powers, duties and obligations conferred or imposed upon the Collateral Agent hereunder and under the relevant Collateral Documents Security Agreements shall be conferred or imposed and exercised or performed by the Collateral Agent and such separate collateral agent or separate collateral agents or co-collateral co- agent or co-collateral agents, jointly, as shall be provided in the instrument appointing such separate collateral agent or separate agents or co-collateral agent or co-collateral agents, 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, or unless the performance of such act or acts would result in the imposition of any tax on the Collateral Agent which would not be imposed absent such joint act or acts, in which event such rights, powers, duties and obligations shall be exercised and performed by such separate collateral agent or collateral separate agents or co-collateral agent or co-collateral agents; (3iii) no power given hereby or by the relevant Collateral Documents any Security Agreement to, or which it is provided herein or therein may be exercised by, any such co-collateral agent or co-collateral agents or separate collateral agent or collateral agents separate agents, shall be exercised hereunder or thereunder by such co-collateral agent or co-collateral agents or separate collateral agent or collateral separate agents except jointly with, or with the consent in writing of, the Collateral Agent, anything contained herein in any Security Agreement to the contrary notwithstanding; and; (4iv) no collateral agent hereunder shall be personally liable by reason of any act or omission of any other collateral agent hereunder; and (v) the Company and the Collateral Agent, at any time by an instrument in writing executed by them jointly, may accept the resignation of or remove any such separate agent or co-agent and, in that case by an instrument in writing executed by them jointly, may appoint a successor to such separate agent or co-agent, as the case may be, anything contained herein to the contrary notwithstanding. If the Company shall not have joined in the execution of any such instrument within 10 days after it receives a written request from the Collateral Agent to do so, the Collateral Agent shall have the power to accept the resignation of or remove any such separate agent or co-agent and to appoint a successor without the concurrence of the Company, the Company hereby appointing the Collateral Agent its agent and attorney to act for it in such connection in such contingency. If the Collateral Agent shall have appointed a separate agent or separate agents or co-agent or co-agents as above provided, the Collateral Agent may at any time, by an instrument in writing, accept the resignation of or remove any such separate agent or co-agent and the successor to any such separate agent or co-agent shall be appointed by the Company and the Collateral Agent, or by the Collateral Agent alone pursuant to this Section 7.7(b).

Co-Collateral Agent; Separate Collateral Agent. (a) If at any time or times it shall be necessary 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 in the interests of the Notes 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 Collateral Security Document, the Collateral Agent and the Company Issuer and the Guarantors may (and in the case of conforming to any applicable law or avoiding the 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 approved by the Collateral Agent and the CompanyIssuer, either to act as co-collateral agent or co-collateral agents of all or any of the Collateral under this Indenture or under any of the Collateral Security Documents, jointly with the Collateral Agent originally named herein or therein or any successor Collateral Agent, or to act as separate agent or agents of any of the Collateral. If (x) the Company Issuer and the Guarantors shall not have joined in the execution of such instruments and agreements within 10 days after 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 to avoid any violation of applicable law, then the Collateral Agent acting as directed by a majority of Holders shall act under the foregoing provisions of this Section 13.12 10.12 without the concurrence of the Company Issuer and the Guarantors and execute and deliver such instruments and agreements on behalf of the Company Issuer and the Guarantors and any such act shall be binding on the Company Issuer and the Guarantors as if executed by the Company Issuer and the Guarantors. Each of the Company The Issuer and each Guarantor hereby appoint the Collateral Agent as its agent and attorney to act for it under the foregoing provisions of this Section 13.12 10.12 in either of such contingencies. (b) Every separate collateral agent and every co-collateral agent, other than any successor Collateral Agent appointed pursuant to this Article, shall, to the extent permitted by law, be appointed and act and be such, subject to the following provisions and conditions: (1) all rights, powers, duties and obligations conferred upon the Collateral Agent in respect of the custody, control and management of moneys, papers or securities shall be exercised solely by the Collateral Agent or any agent appointed by the Collateral Agent; (2) all rights, powers, duties and obligations conferred or imposed upon the Collateral Agent hereunder and under the relevant Collateral Security Documents shall be conferred or imposed and exercised or performed by the Collateral Agent and such separate collateral agent or separate collateral agents or co-collateral agent or co-collateral agents, jointly, as shall be provided in the instrument appointing such separate collateral agent or separate collateral agents or co-collateral agent or co-collateral agents, 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, or unless the performance of such act or acts would result in the imposition of any tax on the Collateral Agent which would not be imposed absent such joint act or acts, in which event such rights, powers, duties and obligations shall be exercised and performed by such separate collateral agent or separate collateral agents or co-collateral agent or co-collateral agents; (3) no power given hereby or by the relevant Collateral Security Documents to, or which it is provided herein or therein may be exercised by, any such co-collateral agent or co-collateral agents or separate collateral agent or separate collateral agents shall be exercised hereunder or thereunder by such co-collateral agent or co-collateral agents or separate collateral agent or separate collateral agents except jointly with, or with the consent in writing of, the Collateral Agent, anything contained herein to the contrary notwithstanding; and (4) no collateral agent hereunder shall be personally liable by reason of any act or omission of any other collateral agent hereunder.

Co-Collateral Agent; Separate Collateral Agent. (a) If at any time or times it shall be necessary 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 in the 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 Collateral Document, the Collateral Agent and the Company and the Guarantors may (and in the case of conforming to any applicable law or avoiding the 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 approved by the Collateral Agent and the Company, either to act as co-collateral agent or co-collateral agents of all or any of the Collateral under this Indenture or under any of the Collateral Documents, jointly with the Collateral Agent originally named herein or therein or any successor Collateral Agent, or to act as separate agent or agents of any of the Collateral. If (x) the Company and the Guarantors shall not have joined in the execution of such instruments and agreements within 10 days after 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 to avoid any violation of applicable law, then the Collateral Agent acting as directed by a majority of Holders shall act under the foregoing provisions of this Section 13.12 without the concurrence of the Company and the Guarantors and execute and deliver such instruments and agreements on behalf of the Company and the Guarantors and any such act shall be binding on the Company and the Guarantors as if executed by the Company and the Guarantors. Each of the Company and each Guarantor hereby appoint the Collateral Agent as its agent and attorney to act for it under the foregoing provisions of this Section 13.12 in either of such contingencies. (b) Every separate collateral agent and every co-collateral agent, other than any successor Collateral Agent appointed pursuant to this Article, shall, to the extent permitted by law, be appointed and act and be such, subject to the following provisions and conditions: (1) all rights, powers, duties and obligations conferred upon the Collateral Agent in respect of the custody, control and management of moneys, papers or securities shall be exercised solely by the Collateral Agent or any agent appointed by the Collateral Agent; (2) all rights, powers, duties and obligations conferred or imposed upon the Collateral Agent hereunder and under the relevant Collateral Documents shall be conferred or imposed and exercised or performed by the Collateral Agent and such separate collateral agent or separate collateral agents or co-collateral agent or co-collateral agents, jointly, as shall be provided in the instrument appointing such separate collateral agents or co-collateral agent or co-collateral agents, 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, or unless the performance of such act or acts would result in the imposition of any tax on the Collateral Agent which would not be imposed absent such joint act or acts, in which event such rights, powers, duties and obligations shall be exercised and performed by such separate collateral agent or collateral agents or co-collateral agent or co-collateral agents; (3) no power given hereby or by the relevant Collateral Documents to, or which it is provided herein or therein may be exercised by, any such co-collateral agent or co-collateral agents or separate collateral agent or collateral agents shall be exercised hereunder or thereunder by such co-collateral agent or co-collateral agents or separate collateral agent or collateral agents except jointly with, or with the consent in writing of, the Collateral Agent, anything contained herein to the contrary notwithstanding; and (4) no collateral agent hereunder shall be personally liable by reason of any act or omission of any other collateral agent hereunder.collateral

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 interests interest of the Notes 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 Collateral other Security Document, the Collateral Agent and each of the Company and the Guarantors may (and in the case of conforming to any applicable law or avoiding the violation of any applicable law, shall) 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, if no Default or Event of Default exists and the CompanyCompany 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 Indenture Agreement or under any of the Collateral other Security Documents, jointly with the Collateral Agent originally named herein or therein or any successor Collateral Agent, or to act as separate agent or agents of any of the Collateral. If (x) any of the Company and the Guarantors Grantors shall not have joined in the execution of such instruments and agreements within 10 30 days after they receive it receives a written request from the Collateral Agent to do so, and (y) the execution or if a Notice of such instruments and agreements Acceleration is being undertaken in order to conform to any applicable law of any jurisdiction in which any of the Collateral shall be locatedeffect, or to avoid any violation of applicable law, then the Collateral Agent acting as directed by a majority of Holders shall may act under the foregoing provisions of this Section 13.12 5.9(a) without the concurrence of the Company and the Guarantors such Grantors and execute and deliver such instruments and agreements on behalf of the Company and the Guarantors and any such act shall be binding on the Company and the Guarantors as if executed by the Company and the GuarantorsGrantors. Each of the Company and each Guarantor Grantors hereby appoint appoints the Collateral Agent as its agent and attorney to act for it under the foregoing provisions of this Section 13.12 5.9(a) in either of such contingencies. (b) Every separate collateral agent and every co-collateral agentco‑agent, other than any successor Collateral Agent appointed pursuant to this ArticleSection 5.9, shall, to the extent permitted by law, be appointed and act and be such, subject to the following provisions and conditions: (1i) all rights, powers, duties and obligations conferred upon the Collateral Agent in respect of the custody, control and management of moneys, papers or securities shall be exercised solely by the Collateral Agent or any agent appointed by the Collateral Agent; (2ii) all rights, powers, duties and obligations conferred or imposed upon the Collateral Agent hereunder and under the other relevant Collateral Security Document or Documents shall be conferred or imposed and exercised or performed by the Collateral Agent and such separate collateral agent or separate collateral agents or co‑agent or co-collateral agent or co-collateral agents, jointly, as shall be provided in the instrument appointing such separate collateral agent or separate agents or co‑agent or co-collateral agent or co-collateral agents, 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, or unless the performance of such act or acts would result in the imposition of any tax on the Collateral Agent which would not be imposed absent such joint act or acts, in which event such rights, powers, duties and obligations shall be exercised and performed by such separate collateral agent or collateral separate agents or co‑agent or co-collateral agent or co-collateral agents; (3iii) no power given hereby or by the other relevant Collateral Security Documents to, or which it is provided herein or therein may be exercised by, any such co-collateral agent or co-collateral agents or separate collateral agent or collateral separate agents shall be exercised hereunder or thereunder by such co-collateral agent co‑agent or co-collateral agents or separate collateral agent or collateral separate agents except jointly with, or with the consent in writing of, the Collateral Agent, anything contained herein to the contrary notwithstanding; and; (4iv) no collateral separate agent or co-agent hereunder shall be personally liable by reason of any act or omission of any other collateral agent hereunder; (v) the Collateral Agent, at any time by a written and executed instrument, may accept the resignation of or remove any such separate agent or co-agent and, with consent of Applicable Directing Parties (not to be unreasonably withheld) and with the consent of the Company (not to be unreasonably withheld or delayed) if no Event of Default exists and the Company has certified in writing to the Collateral Agent that no Event of Default exists may appoint a successor to such separate agent or co-agent, as the case may be, anything contained herein to the contrary notwithstanding. If the Company shall not have joined in the execution of any such instrument within 30 days after it receives a written request from the Collateral Agent to do so, or if a Notice of Acceleration is in effect, the Collateral Agent with consent of Applicable Directing Parties (not to be unreasonably withheld) shall have the power to accept the resignation of or remove any such separate agent or co-agent and to appoint a successor without the concurrence of the Company, the Company hereby appointing the Collateral Agent its agent and attorney to act for it in such connection in such contingency. If the Collateral Agent shall have appointed a separate agent or separate agents or co-agent or co-agents as above provided, the Collateral Agent may at any time, by an instrument in writing, accept the resignation of or remove any such separate agent or co-agent and the successor to any such separate agent or co-agent shall be appointed by the Collateral Agent with consent of Applicable Directing Parties (not to be unreasonably withheld); (vi) such separate agent or co-agent shall act as bailee and agent for and on behalf of the Collateral Agent in order to perfect any Liens on the Collateral; and (vii) all fees, expenses and indemnity obligations owed to such separate agent or co‑agent shall be entitled to share ratably with the Collateral Agent Fees in the allocation of payments described in Section 3.5. (c) Each separate agent and co-agent shall and agrees to (i) hold all Collateral in its possession (or which it controls or which is registered in its name) for the benefit of and as agent for perfection of and bailee for the Collateral Agent and to perfect the security interest in and Liens on such Collateral created by the Security Documents to which it is a party, including to the extent that possession or control is taken to perfect a Lien thereon under the UCC (such bailment being intended, among other things, to satisfy the requirements of Section 8-301, 9-106 and 9-313 of the UCC), and (ii) comply with instructions and entitlement orders originated by the Collateral Agent with respect to the Collateral without further consent by the Company or any other Grantors, and the Collateral Agent agrees not to deliver any such instructions and orders unless instructed to do so by the Applicable Directing Parties.

Co-Collateral Agent; Separate Collateral Agent. (a) If at any time or times it shall be necessary 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 in the 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 Collateral Document, the Collateral Agent and the Company and the Guarantors may (and in the case of conforming to any applicable law or avoiding the 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 approved by the Collateral Agent and the Company, either to act as co-collateral agent or co-collateral agents of all or any of the Collateral under this Indenture or under any of the Collateral Documents, jointly with the Collateral Agent originally named herein or therein or any successor Collateral Agent, or to act as separate agent or agents of any of the Collateral. If (x) the Company and the Guarantors shall not have joined in the execution of such instruments and agreements within 10 days after 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 to avoid any violation of applicable law, then the Collateral Agent acting as directed by a majority of Holders shall act under the foregoing provisions of this Section 13.12 without the concurrence of the Company and the Guarantors and execute and deliver such instruments and agreements on behalf of the Company and the Guarantors and any such act shall be binding on the Company and the Guarantors as if executed by the Company. The Company and the Guarantors. Each of the Company and each Guarantor hereby appoint appoints the Collateral Agent as its agent and attorney to act for it under the foregoing provisions of this Section 13.12 in either of such contingencies. (b) Every separate collateral agent and every co-collateral agent, other than any successor Collateral Agent appointed pursuant to this Article, shall, to the extent permitted by law, be appointed and act and be such, subject to the following provisions and conditions: (1) all rights, powers, duties and obligations conferred upon the Collateral Agent in respect of the custody, control and management of moneys, papers or securities shall be exercised solely by the Collateral Agent or any agent appointed by the Collateral Agent; (2) all rights, powers, duties and obligations conferred or imposed upon the Collateral Agent hereunder and under the relevant Collateral Documents shall be conferred or imposed and exercised or performed by the Collateral Agent and such separate collateral agent or separate collateral agents or co-collateral agent or co-collateral agents, jointly, as shall be provided in the instrument AMERICAS 110782874 67 appointing such separate collateral agents or co-collateral agent or co-collateral agents, 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, or unless the performance of such act or acts would result in the imposition of any tax on the Collateral Agent which would not be imposed absent such joint act or acts, in which event such rights, powers, duties and obligations shall be exercised and performed by such separate collateral agent or collateral agents or co-collateral agent or co-collateral agents; (3) no power given hereby or by the relevant Collateral Documents to, or which it is provided herein or therein may be exercised by, any such co-collateral agent or co-collateral agents or separate collateral agent or collateral agents shall be exercised hereunder or thereunder by such co-collateral agent or co-collateral agents or separate collateral agent or collateral agents except jointly with, or with the consent in writing of, the Collateral Agent, anything contained herein to the contrary notwithstanding; and (4) no collateral agent hereunder shall be personally liable by reason of any act or omission of any other collateral agent hereunder.. AMERICAS 110782874 68

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 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 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 Collateral Loan Document, the Collateral Agent and the Company Borrower and the Guarantors may (and in the case of conforming to any applicable law or avoiding the violation of any applicable law, shall) 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 in each case approved by the Collateral Agent and the CompanyBorrower, either to act as co-collateral agent or co-collateral agents of all or any of the Collateral under this Indenture Agreement or under any of the Collateral Loan Documents, jointly with the Collateral Agent originally named herein or therein or any successor Collateral Agent, or to act as separate agent or agents of any of the Collateral. If (x) the Company and the Guarantors shall not have joined in the execution of such instruments and agreements within 10 days after 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 to avoid any violation of applicable law, then the Collateral Agent acting as directed by a majority of Holders shall act under the foregoing provisions of this Section 13.12 without the concurrence of the Company and the Guarantors and execute and deliver such instruments and agreements on behalf of the Company and the Guarantors and any such act shall be binding on the Company and the Guarantors as if executed by the Company and the Guarantors. Each of the Company Borrower and each Guarantor Loan Party hereby appoint appoints the Collateral Agent as its agent and attorney to act for it under the foregoing provisions of this Section 13.12 4.12 in either of such contingencies. (b) Every separate collateral agent Collateral Agent and every co-collateral agentCollateral Agent, other than any successor Collateral Agent appointed pursuant to this ArticleSection 4.09(d), shall, to the extent permitted by law, be appointed and act and be such, subject to the following provisions and conditions: (1i) all rights, powers, duties and obligations conferred upon the Collateral Agent in respect of the custody, control and management of moneys, papers or securities shall be exercised solely by the Collateral Agent or any agent appointed by the Collateral Agent; (2ii) all rights, protections, indemnities, powers, duties and obligations conferred or imposed upon the Collateral Agent hereunder and under the relevant Collateral Loan Documents shall be conferred or imposed and exercised or performed by the Collateral Agent and such separate collateral agent Collateral Agent or separate collateral agents Collateral Agents or co-collateral agent Collateral Agent or co-collateral agentsCollateral Agents, jointly, as shall be provided in the instrument appointing such separate collateral agents Collateral Agent or separate Collateral Agents or co-collateral agent Collateral Agent or co-collateral agentsCollateral Agents, 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, or unless the performance of such act or acts would result in the imposition of any tax on the Collateral Agent which would not be imposed absent such joint act or acts, in which event such rights, powers, duties and obligations shall be exercised and performed by such separate collateral agent or collateral agents Collateral Agent or co-collateral agent or co-collateral agentsCollateral Agent; (3iii) no power given hereby or by the relevant Collateral Loan Documents to, or which it is provided herein or therein may be exercised by, any such co-collateral agent or co-collateral agents Collateral Agent or separate collateral agent or collateral agents Collateral Agent shall be exercised hereunder or thereunder by such co-collateral agent or co-collateral agents Collateral Agent or separate collateral agent or collateral agents Collateral Agent except jointly with, or with the consent in writing of, the Collateral Agent, anything contained herein to the contrary notwithstanding; and[***] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE COMMISSION. (4iv) no collateral agent Collateral Agent hereunder shall be personally liable by reason of any act or omission of any other collateral Collateral Agent or co-Collateral Agent hereunder; (v) the Borrower and the Loan Parties and the Collateral Agent, at any time by an instrument in writing executed by them jointly, may accept the resignation of or remove any such separate Collateral Agent or co-Collateral Agent and, in that case by an instrument in writing executed by them jointly, may appoint a successor to such separate Collateral Agent or co-Collateral Agent, as the case may be, anything contained herein to the contrary notwithstanding. If the Collateral Agent shall have appointed a separate Collateral Agent or separate Collateral Agents or co-Collateral Agent or co-Collateral Agents as above provided, the Collateral Agent may at any time, by an instrument in writing, accept the resignation of or remove any such separate Collateral Agent or co-Collateral Agent and the successor to any such separate Collateral Agent or co-Collateral Agent shall be appointed by the Borrower and the Loan Parties and the Collateral Agent, or by the Collateral Agent alone pursuant to this Section; and (vi) the Collateral Agent shall have no responsibility or liability relating to any appointment of a separate Collateral Agent or co-Collateral Agents or any action or inaction of such separate Collateral Agent or co-Collateral Agent. Any separate Collateral Agent or co-Collateral Agent shall not be deemed an agent hereunderof the Collateral Agent.

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 Shared 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 interests interest 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 Shared Collateral Security Document, the Collateral Agent and each of the Company and the Guarantors may (and in the case of conforming to any applicable law or avoiding the violation of any applicable law, shall) 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 CompanyGrantors, either to act as co-collateral agent or co-collateral agents of all or any of the Shared Collateral under this Indenture 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 (x) any of the Company and the Guarantors Grantors shall not have joined in the execution of such instruments and agreements within 10 days after they receive it receives a written request from the Collateral Agent to do so, or if an Event of Default shall have occurred 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 locatedcontinuing, or to avoid any violation of applicable law, then the Collateral Agent acting as directed by a majority of Holders shall may act under the foregoing provisions of this Section 13.12 5.9(a) without the concurrence of the Company and the Guarantors such Grantors and execute and deliver such instruments and agreements on behalf of the Company and the Guarantors and any such act shall be binding on the Company and the Guarantors as if executed by the Company and the GuarantorsGrantors. Each of the Company and each Guarantor Grantors hereby appoint appoints the Collateral Agent as its agent and attorney to act for it under the foregoing provisions of this Section 13.12 5.9(a) in either of such contingencies. (b) Every separate collateral agent and every co-collateral agent, other than any successor Collateral Agent appointed pursuant to this Article, shall, to the extent permitted by law, be appointed and act and be such, subject to the following provisions and conditions: (1) all rights, powers, duties and obligations conferred upon the Collateral Agent in respect of the custody, control and management of moneys, papers or securities shall be exercised solely by the Collateral Agent or any agent appointed by the Collateral Agent; (2) all rights, powers, duties and obligations conferred or imposed upon the Collateral Agent hereunder and under the relevant Collateral Documents shall be conferred or imposed and exercised or performed by the Collateral Agent and such separate collateral agent or separate collateral agents or co-collateral agent or co-collateral agents, jointly, as shall be provided in the instrument appointing such separate collateral agents or co-collateral agent or co-collateral agents, 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, or unless the performance of such act or acts would result in the imposition of any tax on the Collateral Agent which would not be imposed absent such joint act or acts, in which event such rights, powers, duties and obligations shall be exercised and performed by such separate collateral agent or collateral agents or co-collateral agent or co-collateral agents; (3) no power given hereby or by the relevant Collateral Documents to, or which it is provided herein or therein may be exercised by, any such co-collateral agent or co-collateral agents or separate collateral agent or collateral agents shall be exercised hereunder or thereunder by such co-collateral agent or co-collateral agents or separate collateral agent or collateral agents except jointly with, or with the consent in writing of, the Collateral Agent, anything contained herein to the contrary notwithstanding; and (4) no collateral agent hereunder shall be personally liable by reason of any act or omission of any other collateral agent hereunder.

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 reasonably necessary in the interests interest of the Notes 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 Collateral Documenthereunder, the Collateral Agent and the Company and Grantors shall, at the Guarantors may (and in reasonable request of the case of conforming to any applicable law or avoiding the violation of any applicable lawCollateral Agent, 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 CompanyGrantors, either to act as co-collateral agent or co-collateral agents of all or any of the Collateral under this Indenture or under any of the Collateral 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 (x) event the Company and the Guarantors Grantors shall not have joined in the execution of such instruments and agreements within 10 30 days after they receive the receipt of a written request from the Collateral Agent so 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 locateddo, or to avoid any violation of applicable lawin case an Actionable Default shall have occurred and be continuing, then the Collateral Agent acting as directed by a majority of Holders shall may act under the foregoing provisions of this Section 13.12 6(i) without the concurrence of the Company Grantors, and the Guarantors and execute and deliver such instruments and agreements on behalf of the Company and the Guarantors and any such act shall be binding on the Company and the Guarantors as if executed by the Company and the Guarantors. Each of the Company and each Guarantor Grantors hereby appoint the Collateral Agent as its agent and attorney to act for it under the foregoing provisions of this Section 13.12 6(i) in either of such contingencies. (b) Every separate collateral agent and every co-collateral agent, other than any successor Collateral Agent appointed pursuant to this Article, shall, to the extent permitted by law, be appointed and act and be such, subject to the following provisions and conditions: (1) all rights, powers, duties and obligations conferred upon the Collateral Agent in respect of the custody, control and management of moneys, papers or securities shall be exercised solely by the Collateral Agent or any agent appointed by the Collateral Agent; (2) all rights, powers, duties and obligations conferred or imposed upon the Collateral Agent hereunder and under the relevant Collateral Documents shall be conferred or imposed and exercised or performed by the Collateral Agent and such separate collateral agent or separate collateral agents or co-collateral agent or co-collateral agents, jointly, as shall be provided in the instrument appointing such separate collateral agents or co-collateral agent or co-collateral agents, 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, or unless the performance of such act or acts would result in the imposition of any tax on the Collateral Agent which would not be imposed absent such joint act or acts, in which event such rights, powers, duties and obligations shall be exercised and performed by such separate collateral agent or collateral agents or co-collateral agent or co-collateral agents; (3) no power given hereby or by the relevant Collateral Documents to, or which it is provided herein or therein may be exercised by, any such co-collateral agent or co-collateral agents or separate collateral agent or collateral agents shall be exercised hereunder or thereunder by such co-collateral agent or co-collateral agents or separate collateral agent or collateral agents except jointly with, or with the consent in writing of, the Collateral Agent, anything contained herein to the contrary notwithstanding; and (4) no collateral agent hereunder shall be personally liable by reason of any act or omission of any other collateral agent hereunder.

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 interests interest 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 Collateral Security Document, the Collateral Agent and each of the Company and the Guarantors may (and in the case of conforming to any applicable law or avoiding the violation of any applicable law, shall) 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 CompanyGrantors, either to act as co-collateral agent or co-collateral agents of all or any of the Collateral under this Indenture Agreement or under any of the 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 Collateral. If (x) any of the Company and the Guarantors Grantors shall not have joined in the execution of such instruments and agreements within 10 days after they receive it receives a written request from the Collateral Agent to do so, or if an Event of Default shall have occurred 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 locatedcontinuing, or to avoid any violation of applicable law, then the Collateral Agent acting as directed by a majority of Holders shall may act under the foregoing provisions of this Section 13.12 5.9(a) without the concurrence of the Company and the Guarantors such Grantors and execute and deliver such instruments and agreements on behalf of the Company and the Guarantors and any such act shall be binding on the Company and the Guarantors as if executed by the Company and the GuarantorsGrantors. Each of the Company and each Guarantor Grantors hereby appoint appoints the Collateral Agent as its agent and attorney to act for it under the foregoing provisions of this Section 13.12 5.9(a) in either of such contingencies. (b) Every separate collateral agent and every co-collateral agent, other than any successor Collateral Agent appointed pursuant to this ArticleSection 5.6, shall, to the extent permitted by law, be appointed and act and be such, subject to the following provisions and conditions: (1i) all rights, powers, duties and obligations conferred upon the Collateral Agent in respect of the custody, control and management of moneys, papers or securities shall be exercised solely by the Collateral Agent or any agent appointed by the Collateral Agent; ; (2ii) all rights, powers, duties and obligations conferred or imposed upon the Collateral Agent hereunder and under the relevant Collateral Security Documents shall be conferred or imposed and exercised or performed by the Collateral Agent and such separate collateral agent or separate collateral agents or co-collateral agent or co-collateral agents, jointly, as shall be provided in the instrument appointing such separate collateral agent or separate collateral agents or co-collateral agent or co-collateral agents, 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, or unless the performance of such act or acts would result in the imposition of any tax on the Collateral Agent which would not be imposed absent such joint act or acts, in which event such rights, powers, duties and obligations shall be exercised and performed by such separate collateral agent or separate collateral agents or co-collateral agent or co-collateral agents; (3) no power given hereby or by the relevant Collateral Documents to, or which it is provided herein or therein may be exercised by, any such co-collateral agent or co-collateral agents or separate collateral agent or collateral agents shall be exercised hereunder or thereunder by such co-collateral agent or co-collateral agents or separate collateral agent or collateral agents except jointly with, or with the consent in writing of, the Collateral Agent, anything contained herein to the contrary notwithstanding; and (4) no collateral agent hereunder shall be personally liable by reason of any act or omission of any other collateral agent hereunder.

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 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 reasonably necessary in the interests interest of the Notes 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 Collateral Documenthereunder, the Collateral Agent and the Company and Grantors shall, at the Guarantors may (and in reasonable request of the case of conforming to any applicable law or avoiding the violation of any applicable lawCollateral Agent, 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 CompanyGrantors, either to act as co-co collateral agent or co-co collateral agents of all or any of the Collateral under this Indenture or under any of the Collateral 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 (x) event the Company and the Guarantors Grantors shall not have joined in the execution of such instruments and agreements within 10 30 days after they receive the receipt of a written request from the Collateral Agent so 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 locateddo, or to avoid any violation of applicable lawin case an Actionable Default shall have occurred and be continuing, then the Collateral Agent acting as directed by a majority of Holders shall may act under the foregoing provisions of this Section 13.12 6(i) without the concurrence of the Company Grantors, and the Guarantors and execute and deliver such instruments and agreements on behalf of the Company and the Guarantors and any such act shall be binding on the Company and the Guarantors as if executed by the Company and the Guarantors. Each of the Company and each Guarantor Grantors hereby appoint the Collateral Agent as its agent and attorney to act for it under the foregoing provisions of this Section 13.12 6(i) in either of such contingencies. (bii) Every separate collateral agent and every co-co collateral agent, other than any collateral agent that may be appointed as successor to the Collateral Agent appointed pursuant to this ArticleAgent, shall, to the extent permitted by law, be appointed and act and be such, subject to the following provisions and conditions, namely: (1A) all rights, powers, duties and obligations conferred upon the Collateral Agent in respect of the custody, control and management of moneys, papers or securities Securities shall be exercised solely by the Collateral Agent Agent, or any its successors as collateral agent appointed by the Collateral Agenthereunder; (2B) all rights, powers, duties and obligations conferred or imposed upon the Collateral Agent hereunder and under the relevant Collateral Documents shall be conferred or imposed and exercised or performed by the Collateral Agent and such separate collateral agent or separate collateral agents or co-co collateral agent or co-co collateral agents, jointly, as shall be provided in the instrument appointing such separate collateral agent or separate collateral agents or co-co collateral agent or co-co collateral agents, 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, or unless the performance of such act or acts would result in the imposition of any tax on the Collateral Agent which would not be imposed absent such joint act or acts, in which event such rights, powers, duties and obligations shall be exercised and performed by such separate collateral agent or separate collateral agents or co-co collateral agent or co-co collateral agents; (3C) no power given hereby or by the relevant Collateral Documents to, or which that it is provided herein or therein hereby may be exercised by, any such co-co collateral agent or co collateral agents or separate collateral agent or separate collateral agents, shall be exercised hereunder by such co collateral agent or co-collateral agents or separate collateral agent or collateral agents shall be exercised hereunder or thereunder by such co-collateral agent or co-collateral agents or separate collateral agent or collateral agents agents, except jointly with, or with the consent in writing of, the Collateral Agent, anything herein contained herein to the contrary notwithstanding; and; (4D) no collateral agent hereunder shall be personally liable by reason of any act or omission of any other collateral agent hereunder; and (E) the Grantors and the Collateral Agent, at any time by an instrument in writing, executed by them, may accept the resignation of or remove any such separate collateral agent or co collateral agent, and in that case, by an instrument in writing executed by the Grantors and the Collateral Agent jointly, may appoint a successor to such separate collateral agent or co collateral agent, as the case may be, anything herein contained to the contrary notwithstanding. In the event that the Grantors shall not have joined in the execution of any such instrument within ten days after the receipt of a written request from the Collateral Agent so to do, or in case an Actionable Default shall have occurred and be continuing, the Collateral Agent shall have the power to accept the resignation of or remove any such separate collateral agent or co collateral agent and to appoint a successor without the concurrence of the Grantors, the Grantors hereby appointing the Collateral Agent its agent and attorney to act for it in such connection in either of such contingencies. In the event that the Collateral Agent shall have appointed a separate collateral agent or separate collateral agents or co collateral agent or co collateral agents as above provided, it may at any time, by an instrument in writing, accept the resignation of or remove any such separate collateral agent or co collateral agents, the successor to any such separate collateral agent or co collateral agent to be appointed by the Grantors and the Collateral Agent, or by the Collateral Agent alone, as provided in this Section 6(i).

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 interests interest 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 Collateral other Security Document, the Collateral Agent and the Company and each of the Guarantors may (and in the case of conforming to any applicable law or avoiding the violation of any applicable law, shall) 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 CompanyGrantors, either to act as co-collateral agent or co-collateral agents of all or any of the Collateral under this Indenture Agreement or under any of the Collateral 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 (x) the Company and 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 they receive it receives a reasonable 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 locatedso that specifically references this Section, or to avoid any violation if an Event of applicable lawDefault shall have occurred and be continuing, then the Collateral Agent acting as directed by a majority of Holders shall may act under the foregoing provisions of this Section 13.12 9.17(a) without the concurrence of the Company and the such Guarantors or Grantors and execute and deliver such instruments and agreements on behalf of the Company and the such Guarantors and any such act shall be binding on the Company and the Guarantors as if executed by the Company and the GuarantorsGrantors. Each of the Company Guarantors and each Guarantor Grantors hereby appoint appoints the Collateral Agent as its agent and attorney to act for it under the foregoing provisions of this Section 13.12 9.17(a) in either of such contingencies. (b) Every separate collateral agent and every co-collateral agent, other than any successor Collateral Agent appointed pursuant to this ArticleSection 9.14, shall, to the extent permitted by law, be appointed and act and be such, subject to the following provisions and conditions: (1i) all rights, powers, duties and obligations conferred upon the Collateral Agent in respect of the custody, control and management of moneys, papers or securities shall be exercised solely by the Collateral Agent or any agent appointed by the Collateral Agent; (2ii) all rights, powers, duties and obligations conferred or imposed upon the Collateral Agent hereunder and under the other relevant Collateral Security Documents shall be conferred or imposed and exercised or performed by the Collateral Agent and such separate collateral agent or separate collateral agents or co-collateral agent or co-collateral agents, jointly, as shall be provided in the instrument appointing such separate collateral agent or separate collateral agents or co-collateral agent or co-collateral agents, 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, or unless the performance of such act or acts would result in the imposition of any tax on the Collateral Agent which would not be imposed absent such joint act or acts, in which event such rights, powers, duties and obligations shall be exercised and performed by such separate collateral agent or separate collateral agents or co-collateral agent or co-collateral agents; (3iii) no power given hereby or by the other relevant Collateral Security Documents to, or which it is provided herein or therein may be exercised by, any such co-collateral agent or co-collateral agents or separate collateral agent or separate collateral agents shall be exercised hereunder or thereunder by such co-collateral agent or co-collateral agents or separate collateral agent or separate collateral agents except jointly with, or with the consent in writing of, the Collateral Agent, anything contained herein to the contrary notwithstanding; and; (4iv) no collateral agent hereunder shall be personally liable by reason of any act or omission of any other collateral agent hereunder; and (v) the Borrower and the Collateral Agent, at any time by an instrument in writing executed by them jointly, may accept the resignation of or remove any such separate collateral agent or co-collateral agent and, in that case by an instrument in writing executed by them jointly, may appoint a successor to such separate collateral agent or co-collateral agent, as the case may be, anything contained herein to the contrary notwithstanding. If the Borrower shall not have joined in the execution of any such instrument within ten days after it receives a reasonable written request from the Collateral Agent to do so, or if an Event of Default shall have occurred and be continuing, the Collateral Agent shall have the power to accept the resignation of or remove any such separate collateral agent or co-collateral agent and to appoint a successor without the concurrence of the Borrower, the Borrower hereby appointing the Collateral Agent its agent and attorney to act for it in such connection in such contingency. If the Collateral Agent shall have appointed a separate collateral agent or separate collateral agents or co-collateral agent or co-collateral agents as above provided, the Collateral Agent may at any time, by an instrument in writing, accept the resignation of or remove any such separate collateral agent or co-collateral agent and the successor to any such separate collateral agent or co-collateral agent shall be appointed by the Borrower and the Collateral Agent, or by the Collateral Agent alone pursuant to this Section 9.17(b).