Common use of Co-Collateral Agents Clause in Contracts

Co-Collateral Agents. Notwithstanding anything contained in this Agreement or any other Loan Document to the contrary, all determinations under this Agreement and the other Loan Documents related, directly or indirectly, to the Collateral, Borrowing Base eligibility standards or criteria, reserves or the implementation or adjustment of reserves, collateral information rights, access rights, appraisal rights, audit rights, cash management and cash dominion rights and control agreement rights (including, for the avoidance of doubt, any such determinations which are assigned to the Administrative Agent pursuant to this Agreement and other Loan Documents) shall, be made by Co-Collateral Agents as set forth in this Section 13.14 (hereinafter collectively referred to as a “Collateral Matter”). If a Co-Collateral Agent makes any proposal with respect to a Collateral Matter (including without limitation, any proposal to adjust or revise, or interpret, any borrowing base eligibility standards or reserves), the other Co-Collateral Agent shall respond to such proposal within three (3) Business Days. If the Co-Collateral Agents cannot agree on a determination with respect to a Collateral Matter, the determination shall be made by the individual Co-Collateral Agent either asserting the more conservative credit judgment or declining to permit the requested action for which consent is being sought by any of the Borrowers or the Obligors; provided, however, that, if an issue cannot be resolved by either the more conservative credit judgment or declining to permit a requested action by any of the Borrowers or the Obligors (such as the selection or replacement of an appraisal firm), then the decision of the Administrative Agent shall be final. Administrative Agent shall implement any decision on determination by Co-Collateral Agents as arrived at pursuant to the terms hereof. To effectuate the intent of this Section 13.14, Administrative Agent agrees that it shall, upon request from any Co-Collateral Agent, promptly deliver to the requesting Co-Collateral Agent any and all copies of all documents, notices, and other information delivered by a Borrower or a Obligor to Administrative Agent with respect to each Collateral Matter, including without limitation, Borrowing Base Certificates, reports related to sales, collections, the administration of Accounts, and requests by any of the Borrowers or Obligors for particular action on or relating to, or constituting, a Collateral Matter and all information submitted in connection therewith. Likewise, if Administrative Agent is entitled to request additional information from a Borrower or Obligor with respect to a Collateral Matter, Administrative Agent shall, if requested to do so by a Co-Collateral Agent, submit to the Borrowers and Obligors, as applicable, any request requested by a Co-Collateral Agent. Any of the foregoing to the contrary notwithstanding, nothing contained in this Section 13.14 shall be deemed to expand the rights of Administrative Agent, any Co-Collateral Agent or any Lender with respect to Borrowing Base eligibility standards or advance rates applicable to the Borrowing Base or reserves.

Co-Collateral Agents. No Person party hereto as a Co-Collateral Agent shall have, unless otherwise expressly provided for in this Agreement, any rights, liabilities, duties or responsibilities under this Agreement or any Other Document in its capacity as such. Notwithstanding anything contained in this Agreement or any other Loan Other Document to the contrary, all determinations under this Agreement and the other Loan Other Documents (including modifications to such Other Documents) related, directly or indirectly, to the Collateral, Borrowing Base Formula Amounts, eligibility standards or criteriaand Reserves, reserves or the implementation or adjustment of reservesintercreditor and subordination arrangements, collateral information rights, access rights, appraisal rights, audit rights, cash management and cash dominion rights and or control agreement rights (including, for the avoidance of doubt, any such determinations which are assigned to the Administrative Agent Co-Collateral Agents pursuant to this Agreement and other Loan the Other Documents) shall, shall be made by Co-Collateral Agents as set forth in this Section 13.14 14.16 (hereinafter collectively referred to as a “Collateral Matter”). If a Co-Collateral Agent makes any proposal with respect to a Collateral Matter (including without limitation, any proposal to adjust proposes an adjustment or revise, revision or interpret, any borrowing base interpretation of Formula Amount eligibility standards or reserves), the other Co-Collateral Agent shall respond to such proposal within three (3) Business Daysas promptly as practicable. If In the event that Co-Collateral Agents cannot agree on a determination with respect to a Collateral Matter, the determination shall be made by the individual Co-Collateral Agent either asserting the more conservative credit judgment or declining to permit the requested action for which consent is being sought by any of the Borrowers or the ObligorsBorrowers, as applicable; provided, however, that, if in the event an issue cannot be resolved by either the more conservative credit judgment or declining to permit a requested action by any of the Borrowers or the Obligors Loan Parties (such as the selection or replacement of an appraisal firm), then the decision of the Administrative Agent shall be final. Administrative Agent shall implement any decision on determination by Co-Collateral Agents as arrived at pursuant to the terms hereof. To In order to effectuate the intent of this Section 13.1414.16, Administrative Agent agrees that it shall, upon request from any to promptly deliver to Co-Collateral Agent, promptly deliver to the requesting Co-Collateral Agent any and all Agents copies of all documents, notices, notices and other information delivered by a Borrower or a Obligor Loan Party to Administrative Agent (to the extent such Loan Party is not also required to deliver such item to the Co-Collateral Agents) with respect to each Collateral MatterMatters, including without limitation, Borrowing Base Certificates, reports related to sales, collections, the administration of Accountsaccounts and inventory, and requests by any of the Borrowers or Obligors for particular action on or notices relating to, or constituting, a Collateral Matter and all information submitted in connection therewithto liens. Likewise, if Administrative Agent is entitled to request additional information from a Borrower or Obligor Loan Party with respect to a any Collateral Matter, Administrative Agent shall, if requested to do so by a Co-Collateral Agent, submit to shall make any such request upon the Borrowers and Obligors, as applicable, any request requested by direction of a Co-Collateral Agent. Any of Notwithstanding the foregoing to the contrary notwithstandingforegoing, nothing contained in this Section 13.14 14.16 shall be deemed to expand the rights of Administrative provided under this Agreement to Agent, any Co-Collateral Agent or any Lender with respect to Borrowing Base the Formula Amount, eligibility standards standards, Advance Rates or advance rates applicable to the Borrowing Base or reservesReserves.

Co-Collateral Agents. Each of Wexxx Xargo Capital Finance Corporation Canada and Canadian Imperial Bank of Commerce are hereby appointed as Co-Collateral Agents, and each of Wexxx Xargo Capital Finance Corporation Canada and Canadian Imperial Bank of Commerce hereby accept such appointment. Notwithstanding anything contained in any other provision of this Agreement or any other Loan Document to the contraryDocument, all determinations under this Agreement and the other Loan Documents related, directly or indirectly, to be made with respect to any matter related to the Collateral, the Borrowing Base Base, including eligibility standards or criteriastandards, reserves or the implementation or adjustment of reservesReserves, collateral Protective Advances, intercreditor and/or subordination agreements relating to Collateral, information rightsrights relating to Collateral, access rights, appraisal rights, audit rights, rights and cash management and cash dominion rights and control agreement rights (including, for the avoidance of doubt, any such determinations which are assigned to the Administrative Agent pursuant to this Agreement and other Loan Documents) shall, be made by Co-Collateral Agents as set forth in this Section 13.14 (hereinafter collectively referred to as a “Collateral Matter”)) shall be made by the Co-Collateral Agents as set forth in this Section 8.02. If a Co-Collateral Agent makes any proposal with respect to a Collateral Matter (including without limitation, any proposal to adjust proposes an adjustment or revise, revision or interpret, any borrowing base interpretation of Borrowing Base eligibility standards or reserves), the each other Co-Collateral Agent shall respond to such proposal within three (3) Business DaysDays of such proposal being made. If In the event that the Co-Collateral Agents cannot agree on a determination with respect to a Collateral Matter, the determination shall be made by the individual Co-Collateral Agent either either: (x) asserting the more conservative credit judgment (i.e., the credit judgment that would: (i) result in the least amount of credit being available to the Borrowers under the Agreement, or (ii) cause action to be undertaken which is more protective of the Lenders (such as, for example, increased reporting, or the undertaking of audits or appraisals)), or (y) declining to permit the requested action for which consent is being sought by any of the Borrowers or the ObligorsBorrower; provided, however, that, if in the event an issue cannot be resolved by either the more conservative credit judgment or declining to permit a requested action by any of the Borrowers or the Obligors Credit Parties (such as the selection or replacement of an appraisal firm), then the decision of the Administrative Agent shall be final. Administrative Agent shall implement any decision on determination by Co-Collateral Agents as arrived at pursuant In order to the terms hereof. To effectuate the intent of this Section 13.148.02, the Administrative Agent agrees that it shall, upon request from any Co-Collateral Agent, Agent to promptly deliver to the requesting Co-Collateral Agent any and all copies of all documents, notices, notices and other information delivered by a Borrower or a Obligor Credit Party to the Administrative Agent with respect to each which such Co-Collateral MatterAgent requests, including without limitation, Borrowing Base Certificates, reports related to sales, collections, collections and the administration of Accounts, Accounts and requests by any of the Borrowers or Obligors for particular action on or relating to, or constituting, a Collateral Matter and all information submitted in connection therewithInventory. Likewise, if the Administrative Agent is entitled to request additional information from a Borrower or Obligor Credit Party with respect to a Collateral Matter, the Administrative Agent shall, if requested to do so by a Co-Collateral Agent, submit to shall make any such request upon the Borrowers and Obligors, as applicable, any request requested by direction of a Co-Collateral Agent. Any of Notwithstanding the foregoing to the contrary notwithstandingforegoing, nothing contained in this Section 13.14 8.02 shall be deemed to expand the rights of the Administrative Agent, any Co-Collateral Agent or any Lender with respect to Borrowing Base eligibility standards or advance rates applicable to the Borrowing Base or reservesReserves.