Common use of Supplemental Collateral Agent Clause in Contracts

Supplemental Collateral Agent. Any Agent may execute any of its duties under this Agreement or any other Loan Document (including for purposes of holding or enforcing any encumbrance on the Security (or any portion thereof) granted under the Security Agreements or of exercising any rights and remedies thereunder at the direction of the Onshore Collateral Agent or Offshore Collateral Agent) by or through agents, employees or attorneys-in-fact and shall be entitled to the advice of counsel and other consultants or experts concerning all matters pertaining to such duties. The Onshore Collateral Agent or Offshore Collateral Agent may also from time to time, when it deems it to be necessary or desirable, appoint one or more trustees, co-trustees, collateral co-agents, collateral subagents, attorneys-in-fact, or a “Representante” as referred to in Law on Secured Transactions (each, a “Supplemental Collateral Agent”) with respect to all or any part of the Security; provided, however, that no such Supplemental Collateral Agent shall be authorized to take any action with respect to any Security unless and except to the extent expressly authorized in writing by the Onshore Collateral Agent or Offshore Collateral Agent, as applicable. Should any instrument in writing from the Borrower or any other Party be required by any Supplemental Collateral Agent so appointed by the Onshore Collateral Agent or Offshore Collateral Agent to more fully or certainly vest in and confirm to such Supplemental Collateral Agent such rights, powers, privileges and duties, the Borrower shall, or shall cause such party to, execute, acknowledge and deliver any and all such instruments promptly upon request by the Onshore Collateral Agent and/or the Offshore Collateral Agent. If any Supplemental Collateral Agent, or successor thereto, shall die, become incapable of acting, resign or be removed, all rights, powers, privileges and duties of such Supplemental Collateral Agent, to the extent permitted by law, shall automatically vest in and be exercised by the Onshore Collateral Agent or the Offshore Collateral Agent until the appointment of a new Supplemental Collateral Agent. No Agent shall be responsible for the negligence or misconduct of any agent, attorney-in-fact or Supplemental Collateral Agent that it selects in accordance with the foregoing provisions of this Section 12.2 in the absence of such Agent’s gross negligence or willful misconduct.

Supplemental Collateral Agent. Any Anything contained herein or in the Collateral Documents to the contrary notwithstanding, the Administrative Agent may execute any of its duties under this Agreement or any other Loan Document (including for purposes of holding or enforcing any encumbrance on the Security (or any portion thereof) granted under the Security Agreements or of exercising any rights and remedies thereunder at the direction of the Onshore Collateral Agent or Offshore Collateral Agent) by or through agents, employees or attorneys-in-fact and shall be entitled to the advice of counsel and other consultants or experts concerning all matters pertaining to such duties. The Onshore Collateral Agent or Offshore Collateral Agent may also from time to time, when it the Administrative Agent deems it to be necessary or desirablenecessary, appoint one or more trustees, co-trustees, collateral co-agents, agents or collateral subagents, attorneys-in-fact, or a “Representante” as referred to in Law on Secured Transactions subagents (each, each a “Supplemental Collateral Agent”) with respect to all or any part of the SecurityReal Property Collateral. In the event that the Administrative Agent so appoints any Supplemental Collateral Agent with respect to any Real Property Collateral, (i) such Supplemental Collateral Agent shall automatically be vested, in addition to the Administrative Agent, with all rights, powers, privileges, interests and remedies of the Administrative Agent under the Collateral Documents with respect to such Real Property Collateral; (ii) such Supplemental Collateral Agent shall be deemed to be an “Agent” for purposes of this Agreement and the other Loan Documents, and the provisions of Section 24 of the Security Agreement, this Article and Section 11.05 hereof that refer to the Agents (or either of them) shall inure to the benefit of such Supplemental Collateral Agent, and all references therein and in the other Loan Documents to the Administrative Agent shall be deemed to be references to the Administrative Agent and/or such Supplemental Collateral Agent, as the context may require; and (iii) the term “Administrative Agent,” when used herein or in any applicable Collateral Document in relation to the Liens on or security interests in such Real Property Collateral granted in favor of the Administrative Agent, and any rights, powers, privileges, interests and remedies of the Administrative Agent with respect to such Real Property Collateral, shall be deemed to include such Supplemental Collateral Agent; provided, however, that no such Supplemental Collateral Agent shall be authorized to take any action with respect to any Security such Real Property Collateral unless and except to the extent expressly authorized in writing by the Onshore Collateral Agent or Offshore Collateral Administrative Agent, as applicable. Should any instrument in writing from any of the Borrower Borrowers or any other Loan Party be required by any Supplemental Collateral Agent so appointed by the Onshore Collateral Agent or Offshore Collateral Administrative Agent to more fully or certainly vest in and confirm confirming to such Supplemental Collateral Agent such rights, powers, privileges and duties, the such Borrower shall, or shall cause such party Loan Party to, execute, acknowledge and deliver any and all such instruments promptly upon request by the Onshore Collateral Agent and/or the Offshore Collateral Administrative Agent. If any Supplemental Collateral Agent, or successor thereto, shall die, become incapable of acting, resign or be removed, all the rights, powers, privileges and duties of such Supplemental Collateral Agent, to the extent permitted by law, shall automatically vest in and be exercised by the Onshore Collateral Agent or the Offshore Collateral Administrative Agent until the appointment of a new Supplemental Collateral Agent. No Agent shall be responsible for the negligence or misconduct of any agent, attorney-in-fact or Supplemental Collateral Agent that it selects in accordance with the foregoing provisions of this Section 12.2 in the absence of such Agent’s gross negligence or willful misconduct.

Supplemental Collateral Agent. Any Anything contained herein or in the Collateral Documents to the contrary notwithstanding, the Administrative Agent may execute any of its duties under this Agreement or any other Loan Document (including for purposes of holding or enforcing any encumbrance on the Security (or any portion thereof) granted under the Security Agreements or of exercising any rights and remedies thereunder at the direction of the Onshore Collateral Agent or Offshore Collateral Agent) by or through agents, employees or attorneys-in-fact and shall be entitled to the advice of counsel and other consultants or experts concerning all matters pertaining to such duties. The Onshore Collateral Agent or Offshore Collateral Agent may also from time to time, when it the Administrative Agent deems it to be necessary or desirablenecessary, appoint one or more trustees, co-trustees, collateral co-agents, agents or collateral subagents, attorneys-in-fact, or subagents (each a “Representante” as referred to in Law on Secured Transactions (each, a “Supplemental Collateral Agent”"SUPPLEMENTAL COLLATERAL AGENT") with respect to all or any part of the SecurityReal Property Collateral. In the event that the Administrative Agent so appoints any Supplemental Collateral Agent with respect to any Real Property Collateral, (i) such Supplemental Collateral Agent shall automatically be vested, in addition to the Administrative Agent, with all rights, powers, privileges, interests and remedies of the Administrative Agent under the Collateral Documents with respect to such Real Property Collateral; provided(ii) such Supplemental Collateral Agent shall be deemed to be an "Agent" for purposes of this Agreement and the other Loan Documents, howeverand the provisions of SECTION 24 of the Security Agreement, this Article and SECTION 11.05 hereof that refer to the Agents (or either of them) shall inure to the benefit of such Supplemental Collateral Agent, and all references therein and in the other Loan Documents to the Administrative Agent shall be deemed to be references to the Administrative Agent and/or such Supplemental Collateral Agent, as the context may require; and (iii) the term "Administrative Agent," when used herein or in any applicable Collateral Document in relation to the Liens on or security interests in such Real Property Collateral granted in favor of the Administrative Agent, and any rights, powers, privileges, interests and remedies of the Administrative Agent with respect to such Real Property Collateral, shall be deemed to include such Supplemental Collateral Agent; PROVIDED, HOWEVER, that no such Supplemental Collateral Agent shall be authorized to take any action with respect to any Security such Real Property Collateral unless and except to the extent expressly authorized in writing by the Onshore Collateral Agent or Offshore Collateral Administrative Agent, as applicable. Should any instrument in writing from any of the Borrower Borrowers or any other Loan Party be required by any Supplemental Collateral Agent so appointed by the Onshore Collateral Agent or Offshore Collateral Administrative Agent to more fully or certainly vest in and confirm confirming to such Supplemental Collateral Agent such rights, powers, privileges and duties, the such Borrower shall, or shall cause such party Loan Party to, execute, acknowledge and deliver any and all such instruments promptly upon request by the Onshore Collateral Agent and/or the Offshore Collateral Administrative Agent. If any Supplemental Collateral Agent, or successor thereto, shall die, become incapable of acting, resign or be removed, all the rights, powers, privileges and duties of such Supplemental Collateral Agent, to the extent permitted by law, shall automatically vest in and be exercised by the Onshore Collateral Agent or the Offshore Collateral Administrative Agent until the appointment of a new Supplemental Collateral Agent. No Agent shall be responsible for the negligence or misconduct of any agent, attorney-in-fact or Supplemental Collateral Agent that it selects in accordance with the foregoing provisions of this Section 12.2 in the absence of such Agent’s gross negligence or willful misconduct.

Supplemental Collateral Agent. Any Agent may execute It is the purpose hereof and the other Credit Documents that there shall be no violation of any law of any jurisdiction denying or restricting the right of banking corporations or associations to transact business as agent or trustee in such jurisdiction. It is recognized that in case of litigation hereunder or any of its duties under this Agreement the other Credit Documents, and in particular in case of the enforcement of any of the Credit Documents, or in case Administrative Agent deems that by reason of any present or future law of any jurisdiction it may not exercise any of the rights, powers or remedies granted herein or in any of the other Credit Documents or take any other Loan Document (including for purposes of holding action which may be desirable or enforcing any encumbrance on the Security (or any portion thereof) granted under the Security Agreements or of exercising any rights and remedies thereunder at the direction of the Onshore Collateral Agent or Offshore Collateral Agent) by or through agentsnecessary in connection therewith, employees or attorneys-in-fact and shall be entitled to the advice of counsel and other consultants or experts concerning all matters pertaining to such duties. The Onshore Collateral Agent or Offshore Collateral Agent 106 it may also from time to time, when it deems it to be necessary that Administrative Agent appoint an additional individual or desirable, appoint one or more trusteesinstitution as a separate trustee, co-trusteestrustee, collateral agent or collateral co-agents, collateral subagents, attorneys-in-fact, or agent (a “Representante” as referred to in Law on Secured Transactions (each, "SUPPLEMENTAL COLLATERAL AGENT"). In the event that Administrative Agent appoints a “Supplemental Collateral Agent”) Agent with respect to all any Collateral, (i) each and every right, power, privilege or duty expressed or intended hereby or any part of the Security; providedother Credit Documents to be exercised by or vested in or conveyed to Administrative Agent with respect to such Collateral shall be exercisable by and vest in such Supplemental Collateral Agent to the extent, howeverand only to the extent, that no necessary to enable such Supplemental Collateral Agent to exercise such rights, powers and privileges with respect to such Collateral and to perform such duties with respect to such Collateral, and every covenant and obligation contained in the Credit Documents and necessary to the exercise or performance thereof by such Supplemental Collateral Agent shall run to and be authorized enforceable by either Agent or such Supplemental Collateral Agent, and (ii) the provisions of this Section 9 and of Sections 10.2 and 10.3 that refer to take any action with respect to any Security unless and except Administrative Agent shall inure to the extent expressly authorized in writing by the Onshore benefit of such Supplemental Collateral Agent or Offshore and all references therein to Administrative Agent shall be deemed to be references to Administrative Agent and/or such Supplemental Collateral Agent, as applicablethe context may require. Should any instrument in writing from the Borrower or any other Credit Party be required by any Supplemental Collateral Agent so appointed by the Onshore Collateral Administrative Agent or Offshore Collateral Agent to for more fully or and certainly vest vesting in and confirm confirming to such Supplemental Collateral Agent him or it such rights, powers, privileges and duties, the Borrower shall, or shall cause such party Credit Party to, execute, acknowledge and deliver any and all such instruments promptly upon request by the Onshore Collateral Agent and/or the Offshore Collateral Administrative Agent. If In case any Supplemental Collateral Agent, or a successor thereto, shall die, become incapable of acting, resign or be removed, all the rights, powers, privileges and duties of such Supplemental Collateral Agent, to the extent permitted by law, shall automatically vest in and be exercised by the Onshore Collateral Agent or the Offshore Collateral Administrative Agent until the appointment of a new Supplemental Collateral Agent. No Agent shall be responsible for the negligence or misconduct of any agent, attorney-in-fact or Supplemental Collateral Agent that it selects in accordance with the foregoing provisions of this Section 12.2 in the absence of such Agent’s gross negligence or willful misconduct.

Supplemental Collateral Agent. Any Agent may execute It is the purpose hereof and the other Credit Documents that there shall be no violation of any law of any jurisdiction denying or restricting the right of banking corporations or associations to transact business as agent or trustee in such jurisdiction. It is recognized that in case of litigation hereunder or any of its duties under this Agreement the other Credit Documents, and in particular in case of the enforcement of any of the Credit Documents, or in case Administrative Agent deems that by reason of any present or future law of any jurisdiction it may not exercise any of the rights, powers or remedies granted herein or in any of the other Credit Documents or take any other Loan Document (including for purposes of holding action which may be desirable or enforcing any encumbrance on the Security (or any portion thereof) granted under the Security Agreements or of exercising any rights and remedies thereunder at the direction of the Onshore Collateral Agent or Offshore Collateral Agent) by or through agentsnecessary in connection therewith, employees or attorneys-in-fact and shall be entitled to the advice of counsel and other consultants or experts concerning all matters pertaining to such duties. The Onshore Collateral Agent or Offshore Collateral Agent it may also from time to time, when it deems it to be necessary that Administrative Agent appoint an additional individual or desirable, appoint one or more trusteesinstitution as a separate trustee, co-trusteestrustee, collateral agent or collateral co-agents, collateral subagents, attorneys-in-fact, or agent (a “Representante” as referred to in Law on Secured Transactions (each, a “"Supplemental Collateral Agent”) "). In the event that Administrative Agent appoints a Supplemental Collateral Agent with respect to all any Collateral, (i) each and every right, power, privilege or duty expressed or intended hereby or any part of the Security; providedother Credit Documents to be exercised by or vested in or conveyed to Administrative Agent with respect to such Collateral shall be exercisable by and vest in such Supplemental Collateral Agent to the extent, howeverand only to the extent, that no necessary to enable such Supplemental Collateral Agent to exercise such rights, powers and privileges with respect to such Collateral and to perform such duties with respect to such Collateral, and every covenant and obligation contained in the Credit Documents and necessary to the exercise or performance thereof by such Supplemental Collateral Agent shall run to and be authorized enforceable by either Agent or such Supplemental Collateral Agent, and (ii) the provisions of this Section 9 and of Sections 10.2 and 10.3 that refer to take any action with respect to any Security unless and except Administrative Agent shall inure to the extent expressly authorized in writing by the Onshore benefit of such Supplemental Collateral Agent or Offshore and all references therein to Administrative Agent shall be deemed to be references to Administrative Agent and/or such Supplemental Collateral Agent, as applicablethe context may require. Should any instrument in writing from the Borrower Company or any other Credit Party be required by any Supplemental Collateral Agent so appointed by the Onshore Collateral Administrative Agent or Offshore Collateral Agent to for more fully or and certainly vest vesting in and confirm confirming to such Supplemental Collateral Agent him or it such rights, powers, privileges and duties, the Borrower Company shall, or shall cause such party Credit Party to, execute, acknowledge and deliver any and all such instruments promptly upon request by the Onshore Collateral Agent and/or the Offshore Collateral Administrative Agent. If In case any Supplemental Collateral Agent, or a successor thereto, shall die, become incapable of acting, resign or be removed, all the rights, powers, privileges and duties of such Supplemental Collateral Agent, to the extent permitted by law, shall automatically vest in and be exercised by the Onshore Collateral Agent or the Offshore Collateral Administrative Agent until the appointment of a new Supplemental Collateral Agent. No Agent shall be responsible for the negligence or misconduct of any agent, attorney-in-fact or Supplemental Collateral Agent that it selects in accordance with the foregoing provisions of this Section 12.2 in the absence of such Agent’s gross negligence or willful misconduct.

Supplemental Collateral Agent. Any Anything contained herein or in the Collateral Documents to the contrary notwithstanding, the Administrative Agent may execute any of its duties under this Agreement or any other Loan Document (including for purposes of holding or enforcing any encumbrance on the Security (or any portion thereof) granted under the Security Agreements or of exercising any rights and remedies thereunder at the direction of the Onshore Collateral Agent or Offshore Collateral Agent) by or through agents, employees or attorneys-in-fact and shall be entitled to the advice of counsel and other consultants or experts concerning all matters pertaining to such duties. The Onshore Collateral Agent or Offshore Collateral Agent may also from time to time, when it the Administrative Agent deems it to be necessary or desirablenecessary, appoint one or more trustees, co-trustees, collateral co-agents, agents or collateral subagents, attorneys-in-fact, or subagents (each a “Representante” as referred to in Law on Secured Transactions (each, a “"Supplemental Collateral Agent”") with respect to all or any part of the SecurityReal Property Collateral. In the event that the Administrative Agent so appoints any Supplemental Collateral Agent with respect to any Real Property Collateral, (i) such Supplemental Collateral Agent shall automatically be vested, in addition to the Administrative Agent, with all rights, powers, privileges, interests and remedies of the Administrative Agent under the Collateral Documents with respect to such Real Property Collateral; (ii) such Supplemental Collateral Agent shall be deemed to be an "Agent" for purposes of this Agreement and the other Loan Documents, and the provisions of Section 9.1 of the Security Agreement, this Article and Section 9.6 hereof that refer to the Agents (or either of them) shall inure to the benefit of such Supplemental Collateral Agent, and all references therein and in the other Loan Documents to the Administrative Agent shall be deemed to be references to the Administrative Agent and/or such Supplemental Collateral Agent, as the context may require; and (iii) the term "Administrative Agent," when used herein or in any applicable Collateral Document in relation to the Liens on or security interests in such Real Property Collateral granted in favor of the Administrative Agent, and any rights, powers, privileges, interests and remedies of the Administrative Agent with respect to such Real Property Collateral, shall be deemed to include such Supplemental Collateral Agent; provided, however, that no such Supplemental Collateral Agent shall be authorized to take any action with respect to any Security such Real Property Collateral unless and except to the extent expressly authorized in writing by the Onshore Collateral Agent or Offshore Collateral Administrative Agent, as applicable. Should any instrument in writing from the Borrower or any other Credit Party be required by any Supplemental Collateral Agent so appointed by the Onshore Collateral Agent or Offshore Collateral Administrative Agent to more fully or certainly vest in and confirm confirming to such Supplemental Collateral Agent such rights, powers, privileges and duties, the Borrower shall, or shall cause such party Credit Party to, execute, acknowledge and deliver any and all such instruments promptly upon request by the Onshore Collateral Agent and/or the Offshore Collateral Administrative Agent. If any Supplemental Collateral Agent, or successor thereto, shall die, become incapable of acting, resign or be removed, all the rights, powers, privileges and duties of such Supplemental Collateral Agent, to the extent permitted by law, shall automatically vest in and be exercised by the Onshore Collateral Agent or the Offshore Collateral Administrative Agent until the appointment of a new Supplemental Collateral Agent. No Agent shall be responsible for the negligence or misconduct of any agent, attorney-in-fact or Supplemental Collateral Agent that it selects in accordance with the foregoing provisions of this Section 12.2 in the absence of such Agent’s gross negligence or willful misconduct.

Supplemental Collateral Agent. Any Agent may execute It is the purpose hereof and the other Credit Documents that there shall be no violation of any law of any jurisdiction denying or restricting the right of banking corporations or associations to transact business as agent or trustee in such jurisdiction. It is recognized that in case of litigation hereunder or any of its duties under this Agreement the other Credit Documents, and in particular in case of the enforcement of any of the Credit Documents, or in case Administrative Agent deems that by reason of any present or future law of any jurisdiction it may not exercise any of the rights, powers or remedies granted herein or in any of the other Credit Documents or take any other Loan Document (including for purposes of holding action which may be desirable or enforcing any encumbrance on the Security (or any portion thereof) granted under the Security Agreements or of exercising any rights and remedies thereunder at the direction of the Onshore Collateral Agent or Offshore Collateral Agent) by or through agentsnecessary in connection therewith, employees or attorneys-in-fact and shall be entitled to the advice of counsel and other consultants or experts concerning all matters pertaining to such duties. The Onshore Collateral Agent or Offshore Collateral Agent it may also from time to time, when it deems it to be necessary that Administrative Agent appoint an additional individual or desirable, appoint one or more trusteesinstitution as a separate trustee, co-trusteestrustee, collateral agent or collateral co-agents, collateral subagents, attorneys-in-fact, or a “Representante” as referred to in Law on Secured Transactions agent (each, a “Supplemental Collateral Agent”) ). In the event that Administrative Agent appoints a Supplemental Collateral Agent with respect to all any Collateral, (i) each and every right, power, privilege or duty expressed or intended hereby or any part of the Security; providedother Credit Documents to be exercised by or vested in or conveyed to Administrative Agent with respect to such Collateral shall be exercisable by and vest in such Supplemental Collateral Agent to the extent, howeverand only to the extent, that no necessary to enable such Supplemental Collateral Agent to exercise such rights, powers and privileges with respect to such Collateral and to perform such duties with respect to such Collateral, and every covenant and obligation contained in the Credit Documents and necessary to the exercise or performance thereof by such Supplemental Collateral Agent shall run to and be authorized enforceable by either Agent or such Supplemental Collateral Agent, and (ii) the provisions of this Section 9 and of Sections 10.2 and 10.3 that refer to take any action with respect to any Security unless and except Administrative Agent shall inure to the extent expressly authorized in writing by the Onshore benefit of such Supplemental Collateral Agent or Offshore and all references therein to Administrative Agent shall be deemed to be references to Administrative Agent and/or such Supplemental Collateral Agent, as applicablethe context may require. Should any instrument in writing from the Borrower Company or any other Credit Party be required by any Supplemental Collateral Agent so appointed by the Onshore Collateral Administrative Agent or Offshore Collateral Agent to for more fully or and certainly vest vesting in and confirm confirming to such Supplemental Collateral Agent him or it such rights, powers, privileges and duties, the Borrower Company shall, or shall cause such party Credit Party to, execute, acknowledge and deliver any and all such instruments promptly upon request by the Onshore Collateral Agent and/or the Offshore Collateral Administrative Agent. If In case any Supplemental Collateral Agent, or a successor thereto, shall die, become incapable of acting, resign or be removed, all the rights, powers, privileges and duties of such Supplemental Collateral Agent, to the extent permitted by law, shall automatically vest in and be exercised by the Onshore Collateral Agent or the Offshore Collateral Administrative Agent until the appointment of a new Supplemental Collateral Agent. No Agent shall be responsible for the negligence or misconduct of any agent, attorney-in-fact or Supplemental Collateral Agent that it selects in accordance with the foregoing provisions of this Section 12.2 in the absence of such Agent’s gross negligence or willful misconduct.