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. Notwithstanding anything contained (a) At any time or times, for the purposes of meeting the legal requirements of any jurisdiction in this Agreement which any of the Collateral may at the time be located, the Issuer and the Collateral Agent shall have power to appoint and, upon written request of the Collateral Agent, the Obligors shall for such purpose join with the Collateral Agent in the execution, delivery and performance of all instruments and agreements necessary or proper to appoint one or more Persons approved by the Collateral Agent to act as co-trustee, jointly with the Collateral Agent, of all or any other Loan Document part of the Collateral, with such powers as may be provided in the instrument of appointment, and to vest in such Person or Persons in the capacity aforesaid, any property, title, right or power deemed necessary or desirable, subject to the contraryother provisions of this Section 5.4; provided that any person appointed as a co-trustee hereunder must meet the requirements of Section 6.2. If the Obligors do not join in such appointment within 15 days after the receipt by them of a request to do so, or in case it has received a Notice of Actionable Default, the Collateral Agent alone shall have power to make such appointment. (b) Should any written instrument from the Issuer be required by any co-trustee so appointed to more fully confirm to such co-trustee such property, title, right or power, any and all determinations under this Agreement such instruments shall, on request, be executed, acknowledged and delivered by the Issuer or other Loan Documents related, directly or indirectlyapplicable Obligor. (c) Every co-trustee shall, to the Collateralextent permitted by law, Borrowing Base eligibility standards or criteriabut to such extent only, reserves or be appointed subject to the implementation or adjustment of reserves, collateral information following terms: (i) All rights, access powers, duties and obligations hereunder in respect of the custody of securities, cash and other personal property held by, or required to be deposited or pledged with, the Collateral Agent hereunder, shall be exercised solely by the Collateral Agent. (ii) The rights, appraisal powers, duties and obligations hereby conferred or imposed upon the Collateral Agent in respect of any property covered by such appointment shall be conferred or imposed upon and exercised or performed by the Collateral Agent or by the Collateral Agent and such co-trustee jointly, as shall be provided in the instrument appointing such co-trustee, except to the extent that under any law of any jurisdiction in which any particular act is to be performed, the Collateral Agent shall be incompetent or unqualified to perform such act, in which event such rights, audit rightspowers, cash management duties and cash dominion rights obligations shall be exercised and control agreement rights performed by such co-trustee. (includingiii) The Collateral Agent at any time, for by an instrument in writing executed by it, with the avoidance concurrence of doubtthe Issuer evidenced by an Officers’ Certificate, may accept the resignation of or remove any co-trustee appointed under this Section 5.4, and, in case it has received a Notice of Actionable Default, the Collateral Agent shall have power to accept the resignation of, or remove, any such determinations which are assigned co-trustee without the concurrence of the Issuer. Upon the written request of the Collateral Agent, the Issuer shall join with the Collateral Agent in the execution, delivery and performance of all instruments and agreements necessary or proper to effectuate such resignation or removal. A successor to any co-trustee so resigned or removed may be appointed in the Administrative Agent pursuant to this Agreement and other Loan Documents) shall, be made by Co-Collateral Agents as set forth manner provided in this Section 13.14 5.4. (hereinafter collectively referred to as a “Collateral Matter”). If a Coiv) No 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 trustee hereunder shall be made personally liable by the individual Co-Collateral Agent either asserting the more conservative credit judgment reason of any act or declining to permit the requested action for which consent is being sought by any omission 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 or any such other trustee hereunder. (v) Any notice, direction or instruction delivered 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 Cohave been delivered to each such co-Collateral Agent or any Lender with respect to Borrowing Base eligibility standards or advance rates applicable to the Borrowing Base or reservestrustee.

Co-Collateral Agents. (i) Notwithstanding anything contained in this Agreement or any other Loan Document to the contrarycontrary set forth herein, all determinations of the Co-Collateral Agents, as the case may be, 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, shall be made jointly by the Co-Collateral Agents as set forth Agents, provided that, 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 event that the Co-Collateral Agents cannot agree on a determination with respect any matter to a Collateral Matterbe determined by them, the determination shall be made by the individual Co-Collateral Agent either asserting the more most conservative credit judgment or declining to permit the requested action for which consent is being sought by the applicable Loan Party. This provision shall be binding upon any successor to a Co-Collateral Agent. (ii) Agent agrees to provide each Co-Collateral Agent with drafts of the Borrowers Collateral appraisals and field examination reports and final versions of field examination or the Obligors; provided, however, that, if an issue canCollateral appraisals promptly after Agent’s receipt thereof (but Agent shall not be resolved by either the more conservative credit judgment or declining liable for failing to permit a requested action by any of the Borrowers or the Obligors (such as the selection or replacement of an appraisal firmdo so), then the decision of the Administrative Agent shall be final. Administrative Agent shall implement any decision on determination by The Co-Collateral Agents as arrived at pursuant will have the right to participate in all decisions relating to the terms hereof. To effectuate settling of the intent scope of field examination or Collateral appraisals and to participate in any such field examinations or appraisals at their own expense (except as otherwise provided herein), and, subject to the limits on the frequency thereof provided for in this Agreement, the right to request and determine the timing of field examinations or Collateral appraisals and other examinations, in each case, in the exercise of their respective Permitted Discretion. (iii) If any provision of this Section 13.14Agreement or any of the other Loan Documents allows the Agent to request that documents or other information be provided by or on behalf of any Loan Party, Administrative Agent agrees and does not provide that it shall, upon request from any Co-Collateral Agent, promptly deliver to the requesting a Co-Collateral Agent any and all copies of all documentsmay request such documents or other information, notices, and a Co-Collateral Agent may request in writing that Agent request that such documents or other information delivered be provided 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, on behalf of such Loan Party and promptly upon the administration receipt 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 such 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 Agent shall (i) request such document or other information from the Borrower Representative and (ii) provide it 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 each Co-Collateral Agent promptly after the receipt of such document or other information from Borrower Representative. Notwithstanding the foregoing, the Agent shall not be required to take any Lender with respect action, or make any request, that it reasonably believes would expose it to Borrowing Base eligibility standards liability or advance rates that is contrary to any Loan Document or applicable to the Borrowing Base or reserveslaw.

Co-Collateral Agents. Notwithstanding anything contained (a) At any time or times, for the purposes of meeting the legal requirements of any jurisdiction in this Agreement which any of the Collateral may at the time be located, the Company and the Collateral Agent shall have power to appoint and, upon written request of the Collateral Agent upon the written instructions of a Secured Debt Representative or otherwise, the Obligors shall for such purpose join with the Collateral Agent in the execution, delivery and performance of all instruments and agreements necessary or proper to appoint one or more Persons approved by the Collateral Agent to act as co-trustee, jointly with the Collateral Agent, of all or any other Loan Document part of the Collateral, with such powers as may be provided in the instrument of appointment, and to vest in such Person or Persons in the capacity aforesaid, any property, title, right or power deemed necessary or desirable, subject to the contraryother provisions of this Section 5.3; provided that any person appointed as a co- trustee hereunder must meet the requirements of Section 6.2. If the Company does not join in such appointment within 15 days after the receipt by it of a request to do so, or in case it has received a Notice of Actionable Default, the Collateral Agent alone shall have power to make such appointment. (b) Should any written instrument from the Company be required by any co-trustee so appointed for more fully confirming to such co-trustee such property, title, right or power, any and all determinations under this Agreement such instruments shall, on request, be executed, acknowledged and delivered by the other Loan Documents related, directly or indirectlyCompany. (c) Every co-trustee shall, to the Collateralextent permitted by law, Borrowing Base eligibility standards or criteriabut to such extent only, reserves or be appointed subject to the implementation or adjustment of reserves, collateral information following terms: (i) All rights, access powers, duties and obligations hereunder in respect of the custody of securities, cash and other personal property held by, or required to be deposited or pledged with, the Collateral Agent hereunder, shall be exercised solely by the Collateral Agent. (ii) The rights, appraisal powers, duties and obligations hereby conferred or imposed upon the Collateral Agent in respect of any property covered by such appointment shall be conferred or imposed upon and exercised or performed by the Collateral Agent or by the Collateral Agent and such co- trustee jointly, as shall be provided in the instrument appointing such co- trustee, except to the extent that under any law of any jurisdiction in which any particular act is to be performed, the Collateral Agent shall be incompetent or unqualified to perform such act, in which event such rights, audit rightspowers, cash management duties and cash dominion rights obligations shall be exercised and control agreement rights performed by such co-trustee. (includingiii) The Collateral Agent at any time, for by an instrument in writing executed by it, with the avoidance concurrence of doubtthe Company evidenced by an Officers’ Certificate, may accept the resignation of or remove any co-trustee appointed under this Section 5.3, and, in case it has received a Notice of Actionable Default, the Collateral Agent shall have power to accept the resignation of, or remove, any such determinations which are assigned co-trustee without the concurrence of the Company. Upon the written request of the Collateral Agent, the Company shall join with the Collateral Agent in the execution, delivery and performance of all instruments and agreements necessary or proper to effectuate such resignation or removal. A successor to any co-trustee so resigned or removed may be appointed in the Administrative Agent pursuant to this Agreement and other Loan Documents) shall, be made by Co-Collateral Agents as set forth manner provided in this Section 13.14 5.3. (hereinafter collectively referred to as a “Collateral Matter”). If a Coiv) No 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 trustee hereunder shall be made personally liable by the individual Co-Collateral Agent either asserting the more conservative credit judgment reason of any act or declining to permit the requested action for which consent is being sought by any omission 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 or any such other trustee hereunder. (v) Any notice, direction or instruction delivered 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 Cohave been delivered to each such co-Collateral Agent or any Lender with respect to Borrowing Base eligibility standards or advance rates applicable to the Borrowing Base or reservestrustee.

Co-Collateral Agents. Notwithstanding anything contained ‌ (a) At any time or times, for the purposes of meeting the legal requirements of any jurisdiction in this Agreement which any of the Collateral may at the time be located, the Issuer and the Collateral Agent shall have power to appoint and, upon written request of the Collateral Agent, the Obligors shall for such purpose join with the Collateral Agent in the execution, delivery and performance of all instruments and agreements necessary or proper to appoint one or more Persons approved by the Collateral Agent to act as co-trustee, jointly with the Collateral Agent, of all or any other Loan Document part of the Collateral, with such powers as may be provided in the instrument of appointment, and to vest in such Person or Persons in the capacity aforesaid, any property, title, right or power deemed necessary or desirable, subject to the contraryother provisions of this Section 5.4; provided that any person appointed as a co- trustee hereunder must meet the requirements of Section 6.2. If the Obligors do not join in such appointment within 15 days after the receipt by them of a request to do so, or in case it has received a Notice of Actionable Default, the Collateral Agent alone shall have power to make such appointment. (b) Should any written instrument from the Issuer be required by any co-trustee so appointed to more fully confirm to such co-trustee such property, title, right or power, any and all determinations under this Agreement such instruments shall, on request, be executed, acknowledged and delivered by the Issuer or other Loan Documents related, directly or indirectlyapplicable Obligor. (c) Every co-trustee shall, to the Collateralextent permitted by law, Borrowing Base eligibility standards or criteriabut to such extent only, reserves or be appointed subject to the implementation or adjustment of reserves, collateral information following terms: (i) All rights, access powers, duties and obligations hereunder in respect of the custody of securities, cash and other personal property held by, or required to be deposited or pledged with, the Collateral Agent hereunder, shall be exercised solely by the Collateral Agent. (ii) The rights, appraisal powers, duties and obligations hereby conferred or imposed upon the Collateral Agent in respect of any property covered by such appointment shall be conferred or imposed upon and exercised or performed by the Collateral Agent or by the Collateral Agent and such co- trustee jointly, as shall be provided in the instrument appointing such co- trustee, except to the extent that under any law of any jurisdiction in which any particular act is to be performed, the Collateral Agent shall be incompetent or unqualified to perform such act, in which event such rights, audit rightspowers, cash management duties and cash dominion rights obligations shall be exercised and control agreement rights performed by such co-trustee. (includingiii) The Collateral Agent at any time, for by an instrument in writing executed by it, with the avoidance concurrence of doubtthe Issuer evidenced by an Officers’ Certificate, may accept the resignation of or remove any co-trustee appointed under this Section 5.4, and, in case it has received a Notice of Actionable Default, the Collateral Agent shall have power to accept the resignation of, or remove, any such determinations which are assigned co-trustee without the concurrence of the Issuer. Upon the written request of the Collateral Agent, the Issuer shall join with the Collateral Agent in the execution, delivery and performance of all instruments and agreements necessary or proper to effectuate such resignation or removal. A successor to any co-trustee so resigned or removed may be appointed in the Administrative Agent pursuant to this Agreement and other Loan Documents) shall, be made by Co-Collateral Agents as set forth manner provided in this Section 13.14 5.4. (hereinafter collectively referred to as a “Collateral Matter”). If a Coiv) No 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 trustee hereunder shall be made personally liable by the individual Co-Collateral Agent either asserting the more conservative credit judgment reason of any act or declining to permit the requested action for which consent is being sought by any omission 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 or any such other trustee hereunder. (v) Any notice, direction or instruction delivered 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 Cohave been delivered to each such co-Collateral Agent or any Lender with respect to Borrowing Base eligibility standards or advance rates applicable to the Borrowing Base or reservestrustee.

Co-Collateral Agents. (a) Notwithstanding anything contained to the contrary set forth in this Agreement or any other Loan Document to the contraryAgreement, all determinations under this Agreement and of 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 under the Loan Documents shall be made jointly by the Co-Collateral Agent makes any proposal with respect to a Collateral Matter (including without limitationAgents; provided that, any proposal to adjust or revise, or interpret, any borrowing base eligibility standards or reserves), in the other Co-Collateral Agent shall respond to such proposal within three (3) Business Days. If event that the Co-Collateral Agents cannot agree on a determination with respect any matter to a be determined by the Co-Collateral MatterAgents, the determination shall be made by the individual Co-Collateral Agent either asserting the more most 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 applicable Loan Party. This provision shall be final. Administrative Agent shall implement binding upon any decision on determination by successor to a Co-Collateral Agents as arrived Agent. (b) Any Co-Collateral Agent may resign at pursuant any time upon 30 days’ notice to the terms hereofLenders and the Borrower. To effectuate Upon receipt of any such notice of resignation, the intent Required Lenders shall have the right, with the Borrower’s consent (such consent not to be unreasonably withheld or delayed) (provided that no consent of this the Borrower shall be required if an Event of Default under Section 13.147.01(a), Administrative Agent agrees 7.01(b), 7.01(h) or 7.01(i) has occurred and is continuing), to appoint a successor for such resigning Co-Collateral Agent; provided that within 10 days of receipt of such resignation notice, SunTrust Bank may request in writing to the Lenders and the Borrower that it shall, upon request from any be appointed as such successor Co-Collateral Agent, promptly deliver and upon receipt of such request, subject to the requesting reasonable consent of the Borrower (such consent not to be unreasonably withheld or delayed) (provided that no consent of the Borrower shall be required if an Event of Default under Section 7.01(a), 7.01(b), 7.01(h) or 7.01(i) has occurred and is continuing), SunTrust Bank shall be deemed to be appointed as such successor Co-Collateral Agent. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Co-Collateral Agent any and all copies gives notice of all documentsits resignation, notices, and other information delivered by then (x) if 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 Person 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 then acting as a Co-Collateral Agent, submit to then such Person shall act as the Borrowers sole-Collateral Agent until a successor Co-Collateral Agent is so appointed, and Obligors, (y) if no Person is then acting as applicable, any request requested by a Co-Collateral Agent. Any of , the foregoing to Administrative Agent shall act as the contrary notwithstanding, nothing contained in this Section 13.14 shall be deemed to expand the rights of Administrative Agent, any sole Co-Collateral Agent until a successor Co-Collateral Agent is so appointed. If a retiring Co-Collateral Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and the retiring Co-Collateral Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents. Upon the acceptance of a successor’s appointment as a Co-Collateral Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or any Lender with respect to Borrowing Base eligibility standards retired) Co-Collateral Agent, and the retiring Co-Collateral Agent shall be discharged from all of its duties and obligations hereunder or advance rates applicable to under the Borrowing Base or reservesother Loan Documents (if not already discharged therefrom as provided above in this Section).

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.

Co-Collateral Agents. Notwithstanding anything contained in this Agreement or (a) Any Co-Collateral Agent may resign at any other Loan Document time upon written notice to the contraryBorrower, all determinations under the Administrative Agent and each Lender and the resignation of such Co-Collateral Agent shall become effective immediately upon the delivery of such written notice. (b) Upon a resignation of any Co-Collateral Agent pursuant to Section 10.10(a), any Co-Collateral Agent shall remain indemnified to the extent provided in this Agreement and the other Loan Documents related, directly or indirectly, to and the Collateral, Borrowing Base eligibility standards or criteria, reserves or provisions of this Section 10.10 (and the implementation or adjustment analogous provisions 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 shall continue in effect for the benefit of such Co-Collateral Agents Agent for all of its actions and inactions while serving as set forth such Co-Collateral Agent hereunder and under the other Loan Documents. (i) If the Commitments of SunTrust Bank are less than $15,000,000 or SunTrust Bank is a Defaulting Lender, SunTrust Bank may be removed as a Co-Collateral Agent by the Borrower or the Majority Lenders upon written notice to it as Co-Collateral Agent and with such removal to become effective immediately upon the delivery of such written notice, (ii) if the Commitments of Xxxxx Fargo Capital Finance, LLC are less than $15,000,000 or Xxxxx Fargo Capital Finance, LLC is a Defaulting Lender, Xxxxx Fargo Capital Finance, LLC may be removed as a Co-Collateral Agent by the Borrower or the Majority Lenders upon written notice to it as Co-Collateral Agent and with such removal to become effective immediately upon the delivery of such written notice. (d) Notwithstanding anything to the contrary contained in this Agreement, no Co-Collateral Agent may assign its role and responsibilities in connection with any assignment permitted by Section 13.14 11.07. (hereinafter collectively referred to as a “Collateral Matter”). e) If a Co-Collateral Agent proposes an adjustment or revision to Borrowing Base eligibility standards, advance rates applicable to the Borrowing Base or reserves, or makes any other proposal with respect regarding a determination or action which may be made by the Co-Collateral Agents pursuant to a Collateral Matter (including without limitation, this Agreement or any proposal to adjust or revise, or interpret, any borrowing base eligibility standards or reserves)other Loan Document, the other Co-Collateral Agent Agents shall respond to such proposal within three (3) Business DaysDays of their receipt of such written proposal. If In the event that the Co-Collateral Agents cannot agree on a Borrowing Base eligibility standards, advance rates applicable to the Borrowing Base or reserves or any other action or determination with respect which may be made by the Co-Collateral Agents pursuant to a this Agreement or any other Loan Document, the consenting vote of 2 of the 3 Co-Collateral MatterAgents shall be required; provided that if there are only two Co-Collateral Agents at the time of such determination, the determination shall be made by the individual Co-Collateral Agent either asserting the more conservative credit judgment judgment, the numerically larger reserve or declining to permit the requested action for which consent is being sought by any of the Borrowers or relevant Co-Borrowers, as applicable; provided further in the Obligors; provided, however, that, if event an issue cannot be resolved by either the more conservative credit judgment judgment, the numerically larger reserve or declining to permit a requested action by any of the Co-Borrowers or the Obligors (such as the selection or replacement of an appraisal firm), then the decision of the Administrative Security 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.