Common use of Co-Collateral Trustees Clause in Contracts

Co-Collateral Trustees. At any time or times, the Issuer and the Collateral Trustee shall have power to appoint one or more Persons to act as co-collateral trustee (subject to the satisfaction of the S&P Rating Condition), jointly with the Collateral Trustee, of all or any part of the Assets, with the power to file such proofs of claim and take such other actions pursuant to Section 5.6 herein and to make such claims and enforce such rights of action on behalf of the Holders, as such Holders themselves may have the right to do, subject to the other provisions of this Section 6.12. The Issuer shall join with the Collateral Trustee in the execution, delivery and performance of all instruments and agreements necessary or proper to appoint a co-collateral trustee. If the Issuer does not join in such appointment within 15 days after the receipt by them of a request to do so, the Collateral Trustee shall have the power to make such appointment. Should any written instrument from the Issuer be required by any co-collateral trustee so appointed, more fully confirming to such co-collateral trustee such property, title, right or power, any and all such instruments shall, on request, be executed, acknowledged and delivered by the Issuer. The Issuer agrees to pay, to the extent funds are available therefor under Section 11.1(a)(i)(A), for any reasonable fees and expenses in connection with such appointment. Every co-collateral trustee shall, to the extent permitted by law, but to such extent only, be appointed subject to the following terms: (a) the Debt shall be authenticated and delivered and all rights, powers, duties and obligations hereunder in respect of the custody of securities, Xxxx and other personal property held by, or required to be deposited or pledged with, the Collateral Trustee hereunder, shall be exercised solely by the Collateral Trustee; (b) the rights, powers, duties and obligations hereby conferred or imposed upon the Collateral Trustee in respect of any property covered by the appointment of a co-collateral trustee shall be conferred or imposed upon and exercised or performed by the Collateral Trustee or by the co-collateral trustee and such co-collateral trustee jointly as shall be provided in the instrument appointing such co-collateral trustee; (c) the Collateral Trustee at any time, by an instrument in writing executed by it, with the concurrence of the Issuer evidenced by an Issuer Order, may accept the resignation of or remove any co-collateral trustee appointed under this Section 6.12, and in case an Event of Default has occurred and is continuing, the Collateral Trustee shall have the power to accept the resignation of, or remove, any such co-collateral trustee without the concurrence of the Issuer. A successor to any co-collateral trustee so resigned or removed may be appointed in the manner provided in this Section 6.12; (d) no co-collateral trustee hereunder shall be personally liable by reason of any act or omission of the Collateral Trustee hereunder; (e) the Collateral Trustee shall not be liable by reason of any act or omission of a co-collateral trustee; and (f) any Act of the Holders delivered to the Collateral Trustee shall be deemed to have been delivered to each co-collateral trustee. The Issuer shall notify the Rating Agency of the appointment of a co-collateral trustee hereunder.

Co-Collateral Trustees. At any time or times, the Issuer and the Collateral Trustee shall have power to appoint one or more Persons to act as co-collateral trustee (subject to the satisfaction of the S&P Rating Condition), jointly with the Collateral Trustee, of all or any part of the Assets, with the power to file such proofs of claim and take such other actions pursuant to Section 5.6 herein and to make such claims and enforce such rights of action on behalf of the Holders, as such Holders themselves may have the right to do, subject to the other provisions of this Section 6.12. The Issuer shall join with the Collateral Trustee in the execution, delivery and performance of all instruments and agreements necessary or proper to appoint a co-collateral trustee. If the Issuer does not join in such appointment within 15 fifteen (15) days after the receipt by them of a request to do so, the Collateral Trustee shall have the power to make such appointment. Should any written instrument from the Issuer be required by any co-collateral trustee so appointed, more fully confirming to such co-collateral trustee such property, title, right or power, any and all such instruments shall, on request, be executed, acknowledged and delivered by the Issuer. The Issuer agrees to pay, to the extent funds are available therefor under Section 11.1(a)(i)(A), for any reasonable fees and expenses in connection with such appointment. Every co-collateral trustee shall, to the extent permitted by law, but to such extent only, be appointed subject to the following terms: (a) the Debt shall be authenticated and delivered and all rights, powers, duties and obligations hereunder in respect of the custody of securities, Xxxx and other personal property held by, or required to be deposited or pledged with, the Collateral Trustee hereunder, shall be exercised solely by the Collateral Trustee; (b) the rights, powers, duties and obligations hereby conferred or imposed upon the Collateral Trustee in respect of any property covered by the appointment of a co-collateral trustee shall be conferred or imposed upon and exercised or performed by the Collateral Trustee or by the co-collateral trustee and such co-collateral trustee jointly as shall be provided in the instrument appointing such co-collateral trustee; (c) the Collateral Trustee at any time, by an instrument in writing executed by it, with the concurrence of the Issuer evidenced by an Issuer Order, may accept the resignation of or remove any co-collateral trustee appointed under this Section 6.12, and in case an Event of Default has occurred and is continuing, the Collateral Trustee shall have the power to accept the resignation of, or remove, any such co-collateral trustee without the concurrence of the Issuer. A successor to any co-collateral trustee so resigned or removed may be appointed in the manner provided in this Section 6.12; (d) no co-collateral trustee hereunder shall be personally liable by reason of any act or omission of the Collateral Trustee hereunder; (e) the Collateral Trustee shall not be liable by reason of any act or omission of a co-collateral trustee; and (f) any Act of the Holders delivered to the Collateral Trustee shall be deemed to have been delivered to each co-collateral trustee. The Issuer shall notify the Rating Agency of the appointment of a co-collateral trustee hereunder.

Co-Collateral Trustees. (a) At any time or times, for the Issuer purposes of meeting the legal requirements of any jurisdiction in which any of the Collateral may at the time be located, the Borrower and the Collateral Trustee shall have power to appoint one or more Persons to act as co-collateral trustee (subject to the satisfaction and, upon written request of the S&P Rating Condition), jointly with the Collateral Trustee, of all or any part of the Assets, with the power to file Borrower shall for such proofs of claim and take such other actions pursuant to Section 5.6 herein and to make such claims and enforce such rights of action on behalf of the Holders, as such Holders themselves may have the right to do, subject to the other provisions of this Section 6.12. The Issuer shall purpose join with the Collateral Trustee in the execution, delivery and performance of all instruments and agreements necessary or proper to appoint one or more persons approved by the Collateral Trustee to act as co-trustee, jointly with the Collateral Trustee, of all or any 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 other provisions of this Section 5.3; provided that any person appointed as a co-collateral trusteetrustee hereunder must meet the requirements of Section 6.2. If the Issuer Borrower does not join in such appointment within 15 days after the receipt by them it of a request to do so, or in case it has received a Notice of Actionable Default, the Collateral Trustee alone shall have the power to make such appointment. . (b) Should any written instrument from the Issuer Borrower be required by any co-collateral trustee so appointed, appointed for more fully confirming to such co-collateral trustee such property, title, right or power, any and all such instruments shall, on request, be executed, acknowledged and delivered by the Issuer. The Issuer agrees to pay, to the extent funds are available therefor under Section 11.1(a)(i)(A), for any reasonable fees and expenses in connection with such appointment. Borrower. (c) Every co-collateral trustee shall, to the extent permitted by law, but to such extent only, be appointed subject to the following terms: (a1) the Debt shall be authenticated and delivered and all All rights, powers, duties and obligations hereunder in respect of the custody of securities, Xxxx cash and other personal property held by, or required to be deposited or pledged with, the Collateral Trustee hereunder, shall be exercised solely by the Collateral Trustee;. (b2) the The rights, powers, duties and obligations hereby conferred or imposed upon the Collateral Trustee in respect of any property covered by the such appointment of a co-collateral trustee shall be conferred or imposed upon and exercised or performed by the Collateral Trustee or by the co-collateral trustee Collateral Trustee and such co-collateral trustee jointly jointly, as shall be provided in the instrument appointing such co-collateral trustee;, except to the extent that under any law of any jurisdiction in which any particular act is to be performed, the Collateral Trustee shall be incompetent or unqualified to perform such act, in which event such rights, powers, duties and obligations shall be exercised and performed by such co-trustee. (c3) the The Collateral Trustee at any time, by an instrument in writing executed by it, with the concurrence of the Issuer Borrower evidenced by an Issuer OrderOfficers' Certificate of the Borrower, may accept the resignation of or remove any co-collateral trustee appointed under this Section 6.125.3, and and, in case an Event it has received a Notice of Default has occurred and is continuingActionable Default, the Collateral Trustee shall have the power to accept the resignation of, or remove, any such co-collateral trustee without the concurrence of the IssuerBorrower. Upon the written request of the Collateral Trustee, the Borrower shall join with the Collateral Trustee 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-collateral trustee so resigned or removed may be appointed in the manner provided in this Section 6.12;5.3. (d4) no No co-collateral trustee hereunder shall be personally liable by reason of any act or omission of the Collateral Trustee Trustee, or any such other trustee hereunder;. (e5) the Collateral Trustee shall not be liable by reason of any act Any notice, direction or omission of a co-collateral trustee; and (f) any Act of the Holders instruction delivered to the Collateral Trustee shall be deemed to have been delivered to each such co-collateral trustee. The Issuer shall notify the Rating Agency of the appointment of a co-collateral trustee hereunder.

Co-Collateral Trustees. At any time or times, the Issuer and the Collateral Trustee shall have power to appoint one or more Persons to act as co-collateral trustee (subject to the satisfaction of the S&P Rating Condition), jointly with the Collateral Trustee, of all or any part of the Assets, with the power to file such proofs of claim and take such other actions pursuant to Section 5.6 herein and to make such claims and enforce such rights of action on behalf of the Holders, as such Holders themselves may have the right to do, subject to the other provisions of this Section 6.12. The Issuer shall join with the Collateral Trustee in the execution, delivery and performance of all instruments and agreements necessary or proper to appoint a co-collateral trustee. If the Issuer does not join in such appointment within 15 days after the receipt by them of a request to do so, the Collateral Trustee shall have the power to make such appointment. Should any written instrument from the Issuer be required by any co-collateral trustee so appointed, more fully confirming to such co-collateral trustee such property, title, right or power, any and all such instruments shall, on request, be executed, acknowledged and delivered by the Issuer. The Issuer agrees to pay, to the extent funds are available therefor under Section 11.1(a)(i)(A), for any reasonable fees and expenses in connection with such appointment. Every co-collateral trustee shall, to the extent permitted by law, but to such extent only, be appointed subject to the following terms: (a) the Debt Secured Notes shall be authenticated and delivered and all rights, powers, duties and obligations hereunder in respect of the custody of securities, Xxxx and other personal property held by, or required to be deposited or pledged with, the Collateral Trustee hereunder, shall be exercised solely by the Collateral Trustee; (b) the rights, powers, duties and obligations hereby conferred or imposed upon the Collateral Trustee in respect of any property covered by the appointment of a co-collateral trustee shall be conferred or imposed upon and exercised or performed by the Collateral Trustee or by the co-collateral trustee and such co-collateral trustee jointly as shall be provided in the instrument appointing such co-collateral trustee; (c) the Collateral Trustee at any time, by an instrument in writing executed by it, with the concurrence of the Issuer evidenced by an Issuer Order, may accept the resignation of or remove any co-collateral trustee appointed under this Section 6.12, and in case an Event of Default has occurred and is continuing, the Collateral Trustee shall have the power to accept the resignation of, or remove, any such co-collateral trustee without the concurrence of the Issuer. A successor to any co-collateral trustee so resigned or removed may be appointed in the manner provided in this Section 6.12; (d) no co-collateral trustee hereunder shall be personally liable by reason of any act or omission of the Collateral Trustee hereunder; (e) the Collateral Trustee shall not be liable by reason of any act or omission of a co-collateral trustee; and (f) any Act of the Holders delivered to the Collateral Trustee shall be deemed to have been delivered to each co-collateral trustee. The Issuer shall notify the Rating Agency of the appointment of a co-collateral trustee hereunder.

Co-Collateral Trustees. (a) At any time or times, for the Issuer purposes of meeting the legal requirements of any jurisdiction in which any of the Collateral may at the time be located, the Borrower and the Collateral Trustee shall have power to appoint one or more Persons to act as co-collateral trustee (subject to the satisfaction and, upon written request of the S&P Rating Condition)Collateral Trustee upon the written instructions of a Priority Debt Representative or otherwise, jointly with the Collateral Trustee, of all or any part of the Assets, with the power to file Borrower shall for such proofs of claim and take such other actions pursuant to Section 5.6 herein and to make such claims and enforce such rights of action on behalf of the Holders, as such Holders themselves may have the right to do, subject to the other provisions of this Section 6.12. The Issuer shall purpose join with the Collateral Trustee in the execution, delivery and performance of all instruments and agreements necessary or proper to appoint one or more Persons approved by the Collateral Trustee to act as co-trustee, jointly with the Collateral Trustee, of all or any 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 other provisions of this Section 6.3; provided that any person appointed as a co-collateral trusteetrustee hereunder must meet the requirements of Section 7.2. If the Issuer Borrower does not join in such appointment within 15 days after the receipt by them it of a request to do so, or in case it has received a Notice of Actionable Default, the Collateral Trustee alone shall have the power to make such appointment. . (b) Should any written instrument from the Issuer Borrower be required by any co-collateral trustee so appointed, appointed for more fully confirming to such co-collateral trustee such property, title, right or power, any and all such instruments shall, on request, be executed, acknowledged and delivered by the Issuer. The Issuer agrees to pay, to the extent funds are available therefor under Section 11.1(a)(i)(A), for any reasonable fees and expenses in connection with such appointment. Borrower. (c) Every co-collateral trustee shall, to the extent permitted by law, but to such extent only, be appointed subject to the following terms: (ai) the Debt shall be authenticated and delivered and all All rights, powers, duties and obligations hereunder in respect of the custody of securities, Xxxx cash and other personal property held by, or required to be deposited or pledged with, the Collateral Trustee hereunder, shall be exercised solely by the Collateral Trustee;. (bii) the The rights, powers, duties and obligations hereby conferred or imposed upon the Collateral Trustee in respect of any property covered by the such appointment of a co-collateral trustee shall be conferred or imposed upon and exercised or performed by the Collateral Trustee or by the co-collateral trustee Collateral Trustee and such co-collateral trustee jointly jointly, as shall be provided in the instrument appointing such co-collateral trustee;, except to the extent that under any law of any jurisdiction in which any particular act is to be performed, the Collateral Trustee shall be incompetent or unqualified to perform such act, in which event such rights, powers, duties and obligations shall be exercised and performed by such co-trustee. (ciii) the The Collateral Trustee at any time, by an instrument in writing executed by it, with the concurrence of the Issuer Borrower evidenced by an Issuer OrderOfficers’ Certificate, may accept the resignation of or remove any co-collateral trustee appointed under this Section 6.126.3, and and, in case an Event it has received a Notice of Default has occurred and is continuingActionable Default, the Collateral Trustee shall have the power to accept the resignation of, or remove, any such co-collateral trustee without the concurrence of the IssuerBorrower. Upon the written request of the Collateral Trustee, the Borrower shall join with the Collateral Trustee 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-collateral trustee so resigned or removed may be appointed in the manner provided in this Section 6.12;6.3. (div) no No co-collateral trustee hereunder shall be personally liable by reason of any act or omission of the Collateral Trustee Trustee, or any such other trustee hereunder;. (ev) the Collateral Trustee shall not be liable by reason of any act Any notice, direction or omission of a co-collateral trustee; and (f) any Act of the Holders instruction delivered to the Collateral Trustee shall be deemed to have been delivered to each such co-collateral trustee. The Issuer shall notify the Rating Agency of the appointment of a co-collateral trustee hereunder.

Co-Collateral Trustees. At any time or times, the Issuer and the Collateral Trustee shall have power to appoint one or more Persons to act as co-trusteeco-collateral trustee (subject to the satisfaction of the S&P Rating Condition), jointly with the Collateral Trustee, of all or any part of the Assets, with the power to file such proofs of claim and take such other actions pursuant to Section 5.6 herein and to make such claims and enforce such rights of action on behalf of the Holders, as such Holders themselves may have the right to do, subject to the other provisions of this Section 6.12. The Issuer shall join with the Collateral Trustee in the execution, delivery and performance of all instruments and agreements necessary or proper to appoint a co-trusteeco-collateral trustee. If the Issuer does not join in such appointment within 15 days after the receipt by them of a request to do so, the Collateral Trustee shall have the power to make such appointment. Should any written instrument from the Issuer be required by any co-co-collateral trustee so appointed, more fully confirming to such co-trusteeco-collateral trustee such property, title, right or power, any and all such instruments shall, on request, be executed, acknowledged and delivered by the Issuer. The Issuer agrees to pay, to the extent funds are available therefor under Section 11.1(a)(i)(A), for any reasonable fees and expenses in connection with such appointment. Every co-trustee co-collateral trustee shall, to the extent permitted by law, but to such extent only, be appointed subject to the following terms: (a) the Debt shall be authenticated and delivered and all rights, powers, duties and obligations hereunder in respect of the custody of securities, Xxxx and other personal property held by, or required to be deposited or pledged with, the Collateral Trustee hereunder, shall be exercised solely by the Collateral Trustee; (b) the rights, powers, duties and obligations hereby conferred or imposed upon the Collateral Trustee in respect of any property covered by the appointment of a co-collateral trustee shall be conferred or imposed upon and exercised or performed by the Collateral Trustee or by the co-collateral trustee and such co-collateral trustee jointly as shall be provided in the instrument appointing such co-collateral trustee; (c) the Collateral Trustee at any time, by an instrument in writing executed by it, with the concurrence of the Issuer evidenced by an Issuer Order, may accept the resignation of or remove any co-collateral trustee appointed under this Section 6.12, and in case an Event of Default has occurred and is continuing, the Collateral Trustee shall have the power to accept the resignation of, or remove, any such co-collateral trustee without the concurrence of the Issuer. A successor to any co-collateral trustee so resigned or removed may be appointed in the manner provided in this Section 6.12; (d) no co-collateral trustee hereunder shall be personally liable by reason of any act or omission of the Collateral Trustee hereunder; (e) the Collateral Trustee shall not be liable by reason of any act or omission of a co-collateral trustee; and (f) any Act of the Holders delivered to the Collateral Trustee shall be deemed to have been delivered to each co-collateral trustee. The Issuer shall notify the Rating Agency of the appointment of a co-collateral trustee hereunder.

Co-Collateral Trustees. At any time or times, the Issuer and the Collateral Trustee shall have power to appoint one or more Persons to act as co-collateral trustee (subject to written notice to the satisfaction of the S&P Rating ConditionAgency), jointly with the Collateral Trustee, of all or any part of the Assets, with the power to file such proofs of claim and take such other actions pursuant to Section 5.6 herein and to make such claims and enforce such rights of action on behalf of the Holders, as such Holders themselves may have the right to do, subject to the other provisions of this Section 6.12. The Issuer shall join with the Collateral Trustee in the execution, delivery and performance of all instruments and agreements necessary or proper to appoint a co-collateral trustee. If the Issuer does not join in such appointment within 15 days after the receipt by them it of a request to do so, the Collateral Trustee shall have the power to make such appointment. Should any written instrument from the Issuer be required by any co-collateral trustee so appointed, more fully confirming to such co-collateral trustee such property, title, right or power, any and all such instruments shall, on request, be executed, acknowledged and delivered by the Issuer. The Issuer agrees to pay, to the extent funds are available therefor under Section 11.1(a)(i)(A), for any reasonable fees and expenses in connection with such appointment. Every co-collateral trustee shall, to the extent permitted by law, but to such extent only, be appointed subject to the following terms: (a) the Debt Notes shall be authenticated and delivered and all rights, powers, duties and obligations hereunder in respect of the custody of securities, Xxxx Cxxx and other personal property held by, or required to be deposited or pledged with, the Collateral Trustee hereunder, shall be exercised solely by the Collateral Trustee; (b) the rights, powers, duties and obligations hereby conferred or imposed upon the Collateral Trustee in respect of any property covered by the appointment of a co-collateral trustee shall be conferred or imposed upon and exercised or performed by the Collateral Trustee or by the co-collateral trustee Collateral Trustee and such co-collateral trustee jointly as shall be provided in the instrument appointing such co-collateral trustee; (c) the Collateral Trustee at any time, by an instrument in writing executed by it, with the concurrence of the Issuer evidenced by an Issuer Order, may accept the resignation of or remove any co-collateral trustee appointed under this Section 6.12, and in case an Event of Default has occurred and is continuing, the Collateral Trustee shall have the power to accept the resignation of, or remove, any such co-collateral trustee without the concurrence of the Issuer. A successor to any co-collateral trustee so resigned or removed may be appointed in the manner provided in this Section 6.12; (d) no co-collateral trustee hereunder shall be personally liable by reason of any act or omission of the Collateral Trustee hereunder; (e) the Collateral Trustee shall not be liable by reason of any act or omission of a co-collateral trustee; and (f) any Act of the Holders delivered to the Collateral Trustee shall be deemed to have been delivered to each co-collateral trustee. The Issuer shall notify the Rating Agency of the appointment of a co-collateral trustee hereunder.

Co-Collateral Trustees. At any time or times, the Issuer and the Collateral Trustee shall have power to appoint one or more Persons to act as co-collateral trustee (subject to the satisfaction of the S&P Rating Condition)trustee, jointly with the Collateral Trustee, of all or any part of the Assets, with the power to file such proofs of claim and take such other actions pursuant to Section 5.6 herein and to make such claims and enforce such rights of action on behalf of the Holders, as such Holders themselves may have the right to do, subject to the other provisions of this Section 6.12. The Issuer shall join with the Collateral Trustee in the execution, delivery and performance of all instruments and agreements necessary or proper to appoint a co-collateral trustee. If the Issuer does not join in such appointment within 15 days after the receipt by them it of a request to do so, the Collateral Trustee shall have the power to make such appointment. Should any written instrument from the Issuer be required by any co-collateral trustee so appointed, more fully confirming to such co-co collateral trustee such property, title, right or power, any and all such instruments shall, on request, be executed, acknowledged and delivered by the Issuer. The Issuer agrees to pay, to the extent funds are available therefor under Section 11.1(a)(i)(A), for any reasonable fees and expenses in connection with such appointment. Every co-collateral trustee shall, to the extent permitted by law, but to such extent only, be appointed subject to the following terms: (a) the Debt Notes shall be authenticated and delivered and all rights, powers, duties and obligations hereunder in respect of the custody of securities, Xxxx and other personal property held by, or required to be deposited or pledged with, the Collateral Trustee hereunder, shall be exercised solely by the Collateral Trustee; (b) the rights, powers, duties and obligations hereby conferred or imposed upon the Collateral Trustee in respect of any property covered by the appointment of a co-collateral trustee shall be conferred or imposed upon and exercised or performed by the Collateral Trustee or by the co-collateral trustee Collateral Trustee and such co-collateral trustee jointly as shall be provided in the instrument appointing such co-collateral trustee; (c) the Collateral Trustee at any time, by an instrument in writing executed by it, with the concurrence of the Issuer evidenced by an Issuer Order, may accept the resignation of or remove any co-collateral trustee appointed under this Section 6.12, and in case an Event of Default has occurred and is continuing, the Collateral Trustee shall have the power to accept the resignation of, or remove, any such co-collateral trustee without the concurrence of the Issuer. A successor to any co-collateral trustee so resigned or removed may be appointed in the manner provided in this Section 6.12; (d) no co-collateral trustee hereunder shall be personally liable by reason of any act or omission of the Collateral Trustee hereunder; (e) the Collateral Trustee shall not be liable by reason of any act or omission of a co-collateral trustee; and (f) any Act of the Holders delivered to the Collateral Trustee shall be deemed to have been delivered to each co-collateral trustee. The Issuer shall notify the each Rating Agency of the appointment of a co-collateral trustee hereunder.

Co-Collateral Trustees. At any time or times, the Issuer and the Collateral Trustee shall have power to appoint one or more Persons to act as co-collateral trustee (subject to the satisfaction of the S&P Rating Condition), jointly with the Collateral Trustee, of all or any part of the Assets, with the power to file such proofs of claim and take such other actions pursuant to Section 5.6 herein and to make such claims and enforce such rights of action on behalf of the Holders, as such Holders themselves may have the right to do, subject to the other provisions of this Section 6.12. The Issuer shall join with the Collateral Trustee in the execution, delivery and performance of all instruments and agreements necessary or proper to appoint a co-collateral trustee. If the Issuer does not join in such appointment within 15 days after the receipt by them of a request to do so, the Collateral Trustee shall have the power to make such appointment. Should any written instrument from the Issuer be required by any co-collateral trustee so appointed, more fully confirming to such co-collateral trustee such property, title, right or power, any and all such instruments shall, on request, be executed, acknowledged and delivered by the Issuer. The Issuer agrees to pay, to the extent funds are available therefor under Section 11.1(a)(i)(A), for any reasonable fees and expenses in connection with such appointment. Every co-collateral trustee shall, to the extent permitted by law, but to such extent only, be appointed subject to the following terms: (a) the Debt shall be authenticated and delivered and all rights, powers, duties and obligations hereunder in respect of the custody of securities, Xxxx Cash and other personal property held by, or required to be deposited or pledged with, the Collateral Trustee hereunder, shall be exercised solely by the Collateral Trustee; (b) the rights, powers, duties and obligations hereby conferred or imposed upon the Collateral Trustee in respect of any property covered by the appointment of a co-collateral trustee shall be conferred or imposed upon and exercised or performed by the Collateral Trustee or by the co-collateral trustee Collateral Trustee and such co-collateral trustee jointly as shall be provided in the instrument appointing such co-collateral trustee; (c) the Collateral Trustee at any time, by an instrument in writing executed by it, with the concurrence of the Issuer evidenced by an Issuer Order, may accept the resignation of or remove any co-collateral trustee appointed under this Section 6.12, and in case an Event of Default has occurred and is continuing, the Collateral Trustee shall have the power to accept the resignation of, or remove, any such co-collateral trustee without the concurrence of the Issuer. A successor to any co-collateral trustee so resigned or removed may be appointed in the manner provided in this Section 6.12; (d) no co-collateral trustee hereunder shall be personally liable by reason of any act or omission of the Collateral Trustee hereunder; (e) the Collateral Trustee shall not be liable by reason of any act or omission of a co-collateral trustee; and (f) any Act of the Holders delivered to the Collateral Trustee shall be deemed to have been delivered to each co-collateral trustee. The Issuer shall notify the Rating Agency of the appointment of a co-collateral trustee hereunder.

Co-Collateral Trustees. At any time or times, the Issuer and the Collateral Trustee shall have power to appoint one or more Persons to act as co-collateral trustee Collateral Trustee (subject to the satisfaction of the S&P Rating Condition), jointly with the Collateral Trustee, of all or any part of the Assets, with the power to file such proofs of claim and take such other actions pursuant to Section 5.6 herein and to make such claims and enforce such rights of action on behalf of the Holders, as such Holders themselves may have the right to do, subject to the other provisions of this Section 6.12. The Issuer shall join with the Collateral Trustee in the execution, delivery and performance of all instruments and agreements necessary or proper to appoint a co-collateral trusteeCollateral Trustee. If the Issuer does not join in such appointment within 15 days after the receipt by them of a request to do so, the Collateral Trustee shall have the power to make such appointment. Should any written instrument from the Issuer be required by any co-collateral trustee Collateral Trustee so appointed, more fully confirming to such co-collateral trustee Collateral Trustee such property, title, right or power, any and all such instruments shall, on request, be executed, acknowledged and delivered by the Issuer. The Issuer agrees to pay, to the extent funds are available therefor under Section 11.1(a)(i)(A)clause (A) of the Priority of Interest Proceeds, for any reasonable fees and expenses in connection with such appointment. Every co-collateral trustee Collateral Trustee shall, to the extent permitted by law, but to such extent only, be appointed subject to the following terms: (a) the Debt shall be authenticated and delivered and all rights, powers, duties and obligations hereunder in respect of the custody of securities, Xxxx and other personal property held by, or required to be deposited or pledged with, the Collateral Trustee hereunder, shall be exercised solely by the Collateral Trustee; (b) the rights, powers, duties and obligations hereby conferred or imposed upon the Collateral Trustee in respect of any property covered by the appointment of a co-collateral trustee Collateral Trustee shall be conferred or imposed upon and exercised or performed by the Collateral Trustee or by the co-collateral trustee Collateral Trustee and such co-collateral trustee Collateral Trustee jointly as shall be provided in the instrument appointing such co-collateral trusteeCollateral Trustee; (c) the Collateral Trustee at any time, by an instrument in writing executed by it, with the concurrence of the Issuer evidenced by an Issuer Order, may accept the resignation of or remove any co-collateral trustee Collateral Trustee appointed under this Section 6.12, and in case an Event of Default has occurred and is continuing, the Collateral Trustee shall have the power to accept the resignation of, or remove, any such co-collateral trustee Collateral Trustee without the concurrence of the Issuer. A successor to any co-collateral trustee Collateral Trustee so resigned or removed may be appointed in the manner provided in this Section 6.12; (d) no co-collateral trustee Collateral Trustee hereunder shall be personally liable by reason of any act or omission of the Collateral Trustee hereunder; (e) the Collateral Trustee shall not be liable by reason of any act or omission of a co-collateral trusteeCollateral Trustee; and (f) any Act of the Holders delivered to the Collateral Trustee shall be deemed to have been delivered to each co-collateral trusteeCollateral Trustee. The Issuer shall notify the Rating Agency of the appointment of a co-collateral trustee Collateral Trustee hereunder.