Common use of Secured Party as Agent Clause in Contracts

Secured Party as Agent. (a) Administrative Agent, and each successor to Administrative Agent, has been appointed to act as Secured Party hereunder by Lenders and, by their acceptance of the benefits hereof, Hedge Providers. Secured Party shall be obligated, and shall have the right hereunder, to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any action (including, without limitation, the release or substitution of Collateral), solely in accordance with the terms of the Credit Agreement, any related agency agreement among Administrative Agent and the Lenders (collectively, as amended, supplemented or otherwise modified or replaced from time to time, the “Agency Documents”) and this Agreement; provided that Secured Party shall exercise, or refrain from exercising, any remedies provided for in Section 16 in accordance with the instructions of (i) Requisite Lenders or (ii) after payment in full of all Obligations under the Credit Agreement and the other Loan Documents, the cancellation or expiration or cash collateralization or collateralization by “back-to-back” letters of credit of all Letters of Credit and the termination of the Commitments, the holders of a majority of the aggregate notional amount (or, with respect to any Lender Hedge Agreement that has been terminated in accordance with its terms, the amount then due and payable (exclusive of expenses and similar payments but including any early termination payments then due)) under such Lender Hedge Agreements (Requisite Lenders or, if applicable, such holders being referred to herein as “Requisite Obligees”). In furtherance of the foregoing provisions of this Section 21(a), each Hedge Provider, by its acceptance of the benefits hereof, agrees that it shall have no right individually to realize upon any of the Collateral hereunder, it being understood and agreed by such Hedge Provider that all rights and remedies hereunder may be exercised solely by Secured Party for the benefit of Lenders and Hedge Providers in accordance with the terms of this Section 21(a). Each Grantor and all other persons are entitled to rely on releases, waivers, consents, approvals, notifications and other acts of Administrative Agent, without inquiry into the existence of required consents or approvals of Requisite Obligees therefor.

Secured Party as Agent. (a) Administrative Agent, and each successor to Administrative Agent, Secured Party has been appointed to act as Secured Party hereunder by Lenders and, by their acceptance of the benefits hereofof this Agreement and the other Loan Documents, Hedge Providersby each Interest Rate Exchanger. Secured Party shall be obligated, and shall have the right hereunder, to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any action (including, without limitation, the release or substitution of Collateral), solely in accordance with the terms of the Credit Agreement, any related agency agreement among Administrative Agent this Agreement and the Lenders (collectively, as amended, supplemented or otherwise modified or replaced from time to time, the “Agency Documents”) and this Agreement; provided that Secured Party shall exercise, or refrain from exercising, any remedies provided for in Section 16 in accordance with the instructions of (i) Requisite Lenders or (ii) after payment in full of all Obligations under the Credit Agreement and upon the instructions of Requisite Lenders, and the Interest Rate Exchangers, by their acceptance of the benefits of this Agreement and other Loan Documents, hereby agree to be bound by such instructions. 508 (b) Secured Party shall at all times be the cancellation same Person that is Agent under the Credit Agreement. Written notice of resignation by Agent pursuant to subsection 10.5A of the Credit Agreement shall also constitute notice of resignation as Secured Party under this Agreement; removal of Agent pursuant to subsection 10.5A of the Credit Agreement shall also constitute removal as Secured Party under this Agreement; and appointment of a successor Agent pursuant to subsection 10.5A of the Credit Agreement shall also constitute appointment of a successor Secured Party under this Agreement. Upon the acceptance of any appointment as Agent under subsection 10.5A of the Credit Agreement by a successor Agent, that successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or expiration or cash collateralization or collateralization by “back-to-back” letters of credit of all Letters of Credit removed Secured Party under this Agreement, and the termination retiring or removed Secured Party under this Agreement shall promptly (i) transfer to such successor Secured Party all sums, securities and other items of Collateral held hereunder, together with all records and other documents necessary or appropriate in connection with the performance of the Commitmentsduties of the successor Secured Party under this Agreement, and (ii) execute and deliver to such successor Secured Party such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Secured Party of the security interests created hereunder, whereupon such retiring or removed Secured Party shall be discharged from its duties and obligations under this Agreement. After any retiring or removed Agent's resignation or removal hereunder as Secured Party, the holders of a majority of the aggregate notional amount (or, with respect to any Lender Hedge Agreement that has been terminated in accordance with its terms, the amount then due and payable (exclusive of expenses and similar payments but including any early termination payments then due)) under such Lender Hedge Agreements (Requisite Lenders or, if applicable, such holders being referred to herein as “Requisite Obligees”). In furtherance of the foregoing provisions of this Section 21(a), each Hedge Provider, Agreement shall inure to its benefit as to any actions taken or omitted to be taken by its acceptance of the benefits hereof, agrees that it shall have no right individually to realize upon any of the Collateral hereunder, under this Agreement while it being understood and agreed by such Hedge Provider that all rights and remedies hereunder may be exercised solely by was Secured Party for the benefit of Lenders and Hedge Providers in accordance with the terms of this Section 21(a). Each Grantor and all other persons are entitled to rely on releases, waivers, consents, approvals, notifications and other acts of Administrative Agent, without inquiry into the existence of required consents or approvals of Requisite Obligees thereforhereunder.

Secured Party as Agent. (a) Administrative Agent, and each successor to Administrative Agent, Secured Party has been appointed to act as Secured Party hereunder by Lenders and, by their acceptance of the benefits hereof, Hedge ProvidersLenders. Secured Party shall be obligated, and shall have the right hereunder, to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any action (including, without limitation, the release or substitution of Pledged Collateral), solely in accordance with this Agreement and the terms of DIP Credit Agreement. (b) Secured Party shall at all times be the same Person that is Agent under the Credit Agreement. Notice of resignation by Agent pursuant to subsection 8.9 of the DIP Credit Agreement shall also constitute notice of resignation as Secured Party under this Agreement and appointment of a successor Agent pursuant to subsection 8.9 of the DIP Credit Agreement shall also constitute appointment of a successor Secured Party under this Agreement. Upon the acceptance of any appointment as Agent under subsection 8.9 of the DIP Credit Agreement by a successor Agent, any related agency agreement among Administrative that successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Secured Party under this Agreement, and the Lenders retiring or removed Secured Party under this Agreement shall promptly (collectivelyi) transfer to such successor Secured Party all sums, securities and other items of Collateral held hereunder, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Secured Party under this Agreement, and (ii) execute and deliver to such successor Secured Party such amendments to financing statements, and take such other actions, as amendedmay be necessary or appropriate in connection with the assignment to such successor Secured Party of the security interests created hereunder, supplemented whereupon such retiring or otherwise modified or replaced from time to time, the “Agency Documents”) and this Agreement; provided that removed Secured Party shall exercise, be discharged from its duties and obligations under this Agreement. After any retiring or refrain from exercising, any remedies provided for in Section 16 in accordance with the instructions of (i) Requisite Lenders removed Agent's resignation or (ii) after payment in full of all Obligations under the Credit Agreement and the other Loan Documentsremoval hereunder as Secured Party, the cancellation or expiration or cash collateralization or collateralization by “back-to-back” letters of credit of all Letters of Credit and the termination of the Commitments, the holders of a majority of the aggregate notional amount (or, with respect to any Lender Hedge Agreement that has been terminated in accordance with its terms, the amount then due and payable (exclusive of expenses and similar payments but including any early termination payments then due)) under such Lender Hedge Agreements (Requisite Lenders or, if applicable, such holders being referred to herein as “Requisite Obligees”). In furtherance of the foregoing provisions of this Section 21(a), each Hedge Provider, Agreement shall inure to its benefit as to any actions taken or omitted to be taken by its acceptance of the benefits hereof, agrees that it shall have no right individually to realize upon any of the Collateral hereunder, under this Agreement while it being understood and agreed by such Hedge Provider that all rights and remedies hereunder may be exercised solely by was Secured Party for the benefit of Lenders and Hedge Providers in accordance with the terms of this Section 21(a)hereunder. Each Grantor and all other persons are entitled to rely on releases, waivers, consents, approvals, notifications and other acts of Administrative Agent, without inquiry into the existence of required consents or approvals of Requisite Obligees thereforSECTION 17.

Secured Party as Agent. (a) Administrative Agent, and each successor to Administrative Agent, Secured Party has been appointed to act as Secured Party hereunder by Lenders and, by their acceptance of the benefits hereof, Hedge ProvidersLenders. Secured Party shall at all times be obligatedthe same Person that is Agent under the Credit Agreement. Written notice of resignation by Agent pursuant to subsection 9.7 of the Credit Agreement shall also constitute notice of resignation as Secured Party under this Agreement; removal of Agent pursuant to subsection 9.7 of the Credit Agreement shall also constitute removal as Secured Party under this Agreement; and appointment of a successor Agent pursuant to subsection 9.7 of the Credit Agreement shall also constitute appointment of a successor Secured Party under this Agreement. Upon the acceptance of any appointment as Agent under subsection 9.7 of the Credit Agreement by a successor Agent, that successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Secured Party under this Agreement, and the retiring or removed Secured Party under this Agreement shall have promptly (i) transfer to such successor Secured Party all items of Collateral held by Securities Intermediary hereunder (which shall be credited to, and held for the right credit of, a Restricted Securities Account maintained for such successor Secured Party), together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Secured Party under this Agreement, and (ii) execute and deliver to such successor Secured Party such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Secured Party of the security interests created hereunder, to make demands, to give notices, to exercise whereupon such retiring or refrain removed Secured Party shall be discharged from exercising its duties and obligations under this Agreement. After any rights, and to take retiring or refrain from taking any action (including, without limitationremoved Agent's resignation or removal hereunder as Secured Party, the release provisions of this Agreement shall inure to its benefit as to any actions taken or substitution of Collateral), solely omitted to be taken by it under this Agreement while it was Secured Party hereunder. Secured Party (as notified to Securities Intermediary from time to time in accordance with the terms this provision) shall give notice to Securities Intermediary of the Credit Agreement, any related agency agreement among Administrative Agent and the Lenders (collectively, as amended, supplemented or otherwise modified or replaced from time to time, the “Agency Documents”) and this Agreement; provided that appointment of a successor Secured Party and, thereafter, Securities Intermediary shall exercise, or refrain from exercising, any remedies provided for in Section 16 in accordance with the instructions of (i) Requisite Lenders or (ii) after payment in full of all Obligations under the Credit Agreement and the other Loan Documents, the cancellation or expiration or cash collateralization or collateralization by “back-to-back” letters of credit of all Letters of Credit and the termination of the Commitments, the holders of a majority of the aggregate notional amount (or, with respect to any Lender Hedge Agreement that has been terminated in accordance with its terms, the amount then due and payable (exclusive of expenses and similar payments but including any early termination payments then due)) under treat such Lender Hedge Agreements (Requisite Lenders or, if applicable, such holders being referred to herein successor as “Requisite Obligees”). In furtherance of the foregoing provisions of this Section 21(a), each Hedge Provider, by its acceptance of the benefits hereof, agrees that it shall have no right individually to realize upon any of the Collateral hereunder, it being understood and agreed by such Hedge Provider that all rights and remedies hereunder may be exercised solely by Secured Party under this Agreement for the benefit of Lenders and Hedge Providers in accordance with the terms of this Section 21(a)all purposes. Each Grantor and all other persons are entitled to rely on releases, waivers, consents, approvals, notifications and other acts of Administrative Agent, without inquiry into the existence of required consents or approvals of Requisite Obligees therefor.262