Common use of Security Agent Clause in Contracts

Security Agent. The Security Agent has been appointed to act as Security Agent hereunder by the Holders and, by their acceptance of the benefits hereof, the other Secured Parties. The Security Agent 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 Intercreditor Agreement, any Additional Intercreditor Agreement, this Agreement and the Indenture. In furtherance of the foregoing provisions of this Section, each Secured Party, 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 Secured Party that all rights and remedies hereunder may be exercised solely by the Security Agent for the benefit of Secured Parties in accordance with the terms of this Section. Security Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to the Holders, the Trustee and the Grantors, and Security Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to the Grantors and Security Agent signed by the Trustee on behalf of the Holders of a majority in principal amount of the Notes then outstanding (the “Required Holders”). Upon any such notice of resignation or any such removal, Required Holders shall have the right, upon five (5) Business Days’ notice to the Security Agent, following receipt of the Grantors’ consent (which shall not be unreasonably withheld or delayed and which shall not be required while an Event of Default exists), to appoint a successor Security Agent. Upon the acceptance of any appointment as Security Agent hereunder by a successor Security Agent, that successor will become Security Agent under this Agreement, and the retiring or removed Security Agent under this Agreement shall promptly (i) transfer to such successor Security Agent 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 Security Agent under this Agreement, and (ii) execute and deliver to such successor Security Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Security Agent of the security interests created hereunder, whereupon such retiring or removed Security Agent shall be discharged from its duties and obligations under this Agreement. After any retiring or removed Security Agent’s resignation or removal hereunder as the Security Agent, the provisions of this Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it under this Agreement while it was the Security Agent hereunder.

Security Agent. The Security Agent has been appointed to act as Security Agent hereunder by the Holders and, by their acceptance of the benefits hereof, the other Secured Parties. The Security Agent 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 Intercreditor Agreement, any Additional Intercreditor Agreement, this Agreement and the Indenture. In furtherance of the foregoing provisions of this Section, each Secured Party, 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 Secured Party that all rights and remedies hereunder may be exercised solely by the Security Agent for the benefit of Secured Parties in accordance with the terms of this Section. Security Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to the Holders, the Trustee and the GrantorsGrantor, and Security Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to the Grantors Grantor and Security Agent signed by the Trustee on behalf of the Holders of a majority in principal amount of the Notes then outstanding (the “Required Holders”). Upon any such notice of resignation or any such removal, Required Holders shall have the right, upon five (5) Business Days’ notice to the Security Agent, following receipt of the Grantors’ Grantor’s consent (which shall not be unreasonably withheld or delayed and which shall not be required while an Event of Default exists), to appoint a successor Security Agent. Upon the acceptance of any appointment as Security Agent hereunder by a successor Security Agent, that successor will become Security Agent under this Agreement, and the retiring or removed Security Agent under this Agreement shall promptly (i) transfer to such successor Security Agent 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 Security Agent under this Agreement, and (ii) execute and deliver to such successor Security Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Security Agent of the security interests created hereunder, whereupon such retiring or removed Security Agent shall be discharged from its duties and obligations under this Agreement. After any retiring or removed Security Agent’s resignation or removal hereunder as the Security Agent, the provisions of this Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it under this Agreement while it was the Security Agent hereunder.

Security Agent. (a) The Security Agent has been appointed to act as Security Agent hereunder by Trustee and each of the Holders and, by their acceptance of the benefits hereofNotes hereby designates and appoints the Security Agent as its agent under this Indenture, the other Secured PartiesCollateral Documents and the Intercreditor Agreement and the Trustee and each of the Holders by acceptance of the Notes hereby irrevocably authorizes the Security Agent to take such action on its behalf under the provisions of this Indenture, the Collateral Documents and the Intercreditor Agreement and to exercise such powers and perform such duties as are expressly delegated to the Security Agent by the terms of this Indenture, the Collateral Documents and the Intercreditor Agreement, and consents and agrees to the terms of the Intercreditor Agreement and each Collateral Document, as the same may be in effect or may be amended, restated, supplemented or otherwise modified from time to time in accordance with their respective terms. The Security Agent shall be obligatedagrees to act as such on the express conditions contained in this ‎Section 12.9. The provisions of this ‎Section 12.9 are solely for the benefit of the Security Agent and none of the Trustee, and any of the Holders nor any of the Grantors 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 as a third party beneficiary of any of the provisions contained herein other than as expressly provided in ‎Section 12.4. Each Holder agrees that any action (including, without limitation, taken by the release or substitution of Collateral), solely Security Agent in accordance with the provision of this Indenture, the Intercreditor Agreement, any Additional Intercreditor Agreement, this Agreement and the Indenture. In furtherance of Collateral Documents, and the foregoing provisions of this Section, each Secured Party, 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 Secured Party that all rights and remedies hereunder may be exercised solely exercise by the Security Agent for the benefit of Secured Parties in accordance with the terms of this Sectionany rights or remedies set forth herein and therein shall be authorized and binding upon all Holders. Security Agent may resign at Notwithstanding any time by giving thirty (30) days’ prior written notice thereof provision to the Holderscontrary contained elsewhere in this Indenture, the Trustee Collateral Documents and the Grantors, and Security Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to the Grantors and Security Agent signed by the Trustee on behalf of the Holders of a majority in principal amount of the Notes then outstanding (the “Required Holders”). Upon any such notice of resignation or any such removal, Required Holders shall have the right, upon five (5) Business Days’ notice to the Security Agent, following receipt of the Grantors’ consent (which shall not be unreasonably withheld or delayed and which shall not be required while an Event of Default exists), to appoint a successor Security Agent. Upon the acceptance of any appointment as Security Agent hereunder by a successor Security Agent, that successor will become Security Agent under this Intercreditor Agreement, and the retiring or removed Security Agent under this Agreement shall promptly (i) transfer to such successor Security Agent 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 Security Agent under this Agreement, and (ii) execute and deliver to such successor Security Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Security Agent of the security interests created hereunder, whereupon such retiring or removed Security Agent shall be discharged from its ministerial and administrative in nature, and the Security Agent shall not have any duties or responsibilities, except those expressly set forth herein and in the other Note Documents to which the Security Agent is a party, nor shall the Security Agent have or be deemed to have any trust or other fiduciary relationship with the Trustee, any Holder or any Grantor, and no implied covenants, functions, responsibilities, duties, obligations under or liabilities shall be read into this Agreement. After any retiring Indenture, the Collateral Documents and the Intercreditor Agreement or removed Security Agent’s resignation or removal hereunder as otherwise exist against the Security Agent. Without limiting the generality of the foregoing sentence, the provisions use of the term “agent” in this Agreement shall inure Indenture with reference to its benefit as to any actions taken or omitted to be taken by it under this Agreement while it was the Security Agent hereunderis not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.

Security Agent. The Security Agent has been appointed to act as Security Agent hereunder by the Holders Lenders and, by their acceptance of the benefits hereof, the other Secured Parties. The Security Agent 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 Intercreditor Agreement, any Additional Intercreditor Agreement, this Agreement and the IndentureCredit Agreement. In furtherance of the foregoing provisions of this Section, each Secured Party, 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 Secured Party that all rights and remedies hereunder may be exercised solely by the Security Agent for the benefit of Secured Parties in accordance with the terms of this Section. Security Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to the Holders, the Trustee Lenders and the Grantors, and Security Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to the Grantors and Security Agent signed by the Trustee on behalf of the Holders of a majority in principal amount of the Notes then outstanding (the “Required Holders”)Lenders. Upon any such notice of resignation or any such removal, Required Holders Lenders shall have the right, upon five (5) Business Days’ notice to the Security Agent, following receipt of the Grantors’ consent (which shall not be unreasonably withheld or delayed and which shall not be required while an Event of Default exists), to appoint a successor Security Agent. Upon the acceptance of any appointment as Security Agent hereunder by a successor Security Agent, that successor will become Security Agent under this Agreement. Upon the acceptance of any appointment as Administrative Agent under the terms of the Credit Agreement by a successor Administrative Agent, that successor Administrative Agent shall thereby also be deemed the successor Security Agent and such successor Security Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Security Agent under this Agreement, and the retiring or removed Security Agent under this Agreement shall promptly (i) transfer to such successor Security Agent 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 Security Agent under this Agreement, and (ii) execute and deliver to such successor Security Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Security Agent of the security interests created hereunder, whereupon such retiring or removed Security Agent shall be discharged from its duties and obligations under this Agreement. After any retiring or removed Security Agent’s resignation or removal hereunder as the Security Agent, the provisions of this Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it under this Agreement while it was the Security Agent hereunder.

Security Agent. The Security Agent has been appointed to act as Security Agent hereunder by the Holders Lenders and, by their acceptance of the benefits hereof, the other Secured Parties. The Security Agent 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 Intercreditor Agreement, any Additional Intercreditor Agreement, this Agreement and the IndentureCredit Agreement. In furtherance of the foregoing provisions of this Section, each Secured Party, 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 Secured Party that all rights and remedies hereunder may be exercised solely by the Security Agent for the benefit of Secured Parties in accordance with the terms of this Section. Security Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to the Holders, the Trustee Lenders and the GrantorsGrantor, and Security Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to the Grantors Grantor and Security Agent signed by the Trustee on behalf of the Holders of a majority in principal amount of the Notes then outstanding (the “Required Holders”)Lenders. Upon any such notice of resignation or any such removal, Required Holders Lenders shall have the right, upon five (5) Business Days’ notice to the Security Agent, following receipt of the Grantors’ Grantor’s consent (which shall not be unreasonably withheld or delayed and which shall not be required while an Event of Default exists), to appoint a successor Security Agent. Upon the acceptance of any appointment as Security Agent hereunder by a successor Security Agent, that successor will become Security Agent under this Agreement. Upon the acceptance of any appointment as Administrative Agent under the terms of the Credit Agreement by a successor Administrative Agent, that successor Administrative Agent shall thereby also be deemed the successor Security Agent and such successor Security Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Security Agent under this Agreement, and the retiring or removed Security Agent under this Agreement shall promptly (i) transfer to such successor Security Agent 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 Security Agent under this Agreement, and (ii) execute and deliver to such successor Security Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Security Agent of the security interests created hereunder, whereupon such retiring or removed Security Agent shall be discharged from its duties and obligations under this Agreement. After any retiring or removed Security Agent’s resignation or removal hereunder as the Security Agent, the provisions of this Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it under this Agreement while it was the Security Agent hereunder.

Security Agent. The Security Agent has been In all matters in connection with or in relation to or concerning this Pledge Agreement and all transactions, matters and things contemplated by this Pledge Agreement, the Finance Parties shall act through the Pledgee, or any successor appointed to act as Security Agent hereunder by the Holders and, by their acceptance in accordance with Articles Seven and Nine of the benefits hereof, Indenture. The Pledgor undertakes to pay to the Pledgee the amount of the Secured Liabilities on the respective due date thereof. Without prejudice to the right of the other Secured Parties, the Pledgee shall consequently be the obligee of the Pledgor with respect to the Secured Liabilities and shall be entitled in its own name to claim performance thereof, and there shall be “solidarité active” between the Pledgee and the Note Issuer. The Security Agent provisions of the Indenture and this Pledge Agreement shall be obligated, and deemed to embody the agreement thereto. The Pledgee shall have administer 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 Intercreditor Agreement, any Additional Intercreditor Agreement, this Agreement and the Indenture. In furtherance of the foregoing provisions of this Section, each Secured Party, 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 Finance Parties. The Pledgee may employ agents and agreed by such Secured Party that all rights and remedies hereunder may be exercised solely by the Security Agent for the benefit of Secured Parties attorneys in accordance with the terms of this Section. Security Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to the Holders, the Trustee and the Grantors, and Security Agent may be removed at any time with or without cause by an instrument or concurrent instruments fact in writing delivered to the Grantors and Security Agent signed by the Trustee on behalf of the Holders of a majority in principal amount of the Notes then outstanding (the “Required Holders”). Upon any such notice of resignation or any such removal, Required Holders shall have the right, upon five (5) Business Days’ notice to the Security Agent, following receipt of the Grantors’ consent (which shall not be unreasonably withheld or delayed and which shall not be required while an Event of Default exists), to appoint a successor Security Agentconnection therewith. Upon the acceptance of any appointment as Security Agent hereunder by a successor Security AgentAgent under the Indenture, that successor will Security Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Security Agent as the Security Agent under this Pledge Agreement, and the retiring or removed Security Agent under this Agreement shall promptly (ia) assign and transfer to such successor Security Agent all sumsof its right, Securities title and other items of Collateral held hereunder, together with all records interest in and other documents necessary or appropriate in connection with to this Pledge Agreement and the performance of Shares and the duties of the successor Security Agent under this AgreementRelated Rights, and (iib) execute and deliver to such successor Security Agent such assignments and amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Security Agent of the security interests Pledge created hereunder, whereupon such retiring or removed Security Agent shall be discharged from its duties and obligations under this Pledge Agreement. After any retiring or removed Security Agent’s resignation or removal hereunder as the Security Agent, the provisions of this Pledge Agreement and the Note Documents shall inure to its benefit as to any actions taken or omitted to be taken by it under this Pledge Agreement while it was the Security Agent hereunder.

Security Agent. The Security In all matters in connection with or in relation to or concerning this Pledge Agreement and all transactions, matters and things contemplated by this Pledge Agreement, the Secured Parties shall act through the Pledgee, or any successor appointed as Collateral Agent has been appointed to act as Security Agent hereunder by the Holders and, by their acceptance in accordance with Article VII of the benefits hereof, Credit Agreement. The Pledgor undertakes to pay to the Pledgee the amount of the Secured Obligations on the respective due date thereof. Without prejudice to the right of the other Secured Parties, the Pledgee shall consequently be the obligee of the Pledgor with respect to the Secured Obligations and shall be entitled in its own name to claim performance thereof, and there shall be “solidarité active” between the Pledgee and the Secured Parties. The Security Agent provisions of the Credit Agreement and this Pledge Agreement shall be obligated, and deemed to embody the agreement thereto. The Pledgee shall have administer 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 Intercreditor Agreement, any Additional Intercreditor Agreement, this Agreement and the Indenture. In furtherance of the foregoing provisions of this Section, each Secured Party, 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 Parties. The Pledgee may employ agents and agreed by such Secured Party that all rights and remedies hereunder may be exercised solely by the Security Agent for the benefit of Secured Parties attorneys in accordance with the terms of this Section. Security Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to the Holders, the Trustee and the Grantors, and Security Agent may be removed at any time with or without cause by an instrument or concurrent instruments fact in writing delivered to the Grantors and Security Agent signed by the Trustee on behalf of the Holders of a majority in principal amount of the Notes then outstanding (the “Required Holders”). Upon any such notice of resignation or any such removal, Required Holders shall have the right, upon five (5) Business Days’ notice to the Security Agent, following receipt of the Grantors’ consent (which shall not be unreasonably withheld or delayed and which shall not be required while an Event of Default exists), to appoint a successor Security Agentconnection therewith. Upon the acceptance of any appointment as Security Collateral Agent hereunder by a successor Security AgentCollateral Agent under the Credit Agreement, that successor will Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Security Agent as the Security Agent under this Pledge Agreement, and the retiring or removed Security Agent under this Agreement shall promptly (ia) assign and transfer to such successor Security Agent all sumsof its right, Securities title and other items of Collateral held hereunder, together with all records interest in and other documents necessary or appropriate in connection with to this Pledge Agreement and the performance of Shares and the duties of the successor Security Agent under this AgreementRelated Rights, and (iib) execute and deliver to such successor Security Agent such assignments and amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Security Agent of the security interests Pledge created hereunder, whereupon such retiring or removed Security Agent shall be discharged from its duties and obligations under this Pledge Agreement. After any retiring or removed Security Agent’s resignation or removal hereunder as the Security Agent, the provisions of this Pledge Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it under this Pledge Agreement while it was the Security Agent hereunder.

Security Agent. (a) The Security Agent has been appointed to act as Security Agent hereunder by Issuer and each of the Holders and, by their acceptance of the benefits hereofNotes hereby designates and appoints the Security Agent as its agent under this Indenture, the other Secured PartiesSecurity Documents and the Intercreditor Agreement, and the Issuer and each of the Holders by acceptance of the Notes hereby irrevocably authorizes the Security Agent to take such action on its behalf under the provisions of this Indenture, the Security Documents and the Intercreditor Agreement and to exercise such powers and perform such duties as are expressly delegated to the Security Agent by the terms of this Indenture, the Security Documents and the Intercreditor Agreement, and consents and agrees to the terms of the Intercreditor Agreement and each Security Document, as the same may be in effect or may be amended, restated, supplemented or otherwise modified from time to time in accordance with their respective terms. The Security Agent shall be obligated, and shall have agrees to act as such on the right hereunder, to make demands, to give notices, to exercise or refrain from exercising any rights and to take or refrain from taking express conditions contained in this Section 12.07. Each Holder agrees that any action (including, without limitation, taken by the release or substitution of Collateral), solely Security Agent in accordance with the provision of this Indenture, the Intercreditor Agreement, any Additional Intercreditor Agreement, this Agreement and the Indenture. In furtherance of Security Documents, and the foregoing provisions of this Section, each Secured Party, 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 Secured Party that all rights and remedies hereunder may be exercised solely exercise by the Security Agent for the benefit of Secured Parties in accordance with the terms of this Sectionany rights or remedies set forth herein and therein shall be authorized and binding upon all Holders. Security Agent may resign at Notwithstanding any time by giving thirty (30) days’ prior written notice thereof provision to the Holderscontrary contained elsewhere in this Indenture, the Trustee Security Documents and the Grantors, and Security Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to the Grantors and Security Agent signed by the Trustee on behalf of the Holders of a majority in principal amount of the Notes then outstanding (the “Required Holders”). Upon any such notice of resignation or any such removal, Required Holders shall have the right, upon five (5) Business Days’ notice to the Security Agent, following receipt of the Grantors’ consent (which shall not be unreasonably withheld or delayed and which shall not be required while an Event of Default exists), to appoint a successor Security Agent. Upon the acceptance of any appointment as Security Agent hereunder by a successor Security Agent, that successor will become Security Agent under this Intercreditor Agreement, and the retiring or removed Security Agent under this Agreement shall promptly (i) transfer to such successor Security Agent 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 Security Agent under this Agreement, and (ii) execute and deliver to such successor Security Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Security Agent of the security interests created hereunder, whereupon such retiring or removed Security Agent shall be discharged from its ministerial and administrative in nature, and the Security Agent shall not have any duties or responsibilities, except those expressly set forth herein and in the Security Documents and the Intercreditor Agreement to which the Security Agent is a party, nor shall the Security Agent have or be deemed to have any trust or other fiduciary relationship with the Trustee, any Holder or any Grantor, and no implied covenants, functions, responsibilities, duties, obligations under or liabilities shall be read into this Agreement. After any retiring Indenture, the Security Documents and the Intercreditor Agreement or removed Security Agent’s resignation or removal hereunder as otherwise exist against the Security Agent. Without limiting the generality of the foregoing sentence, the provisions use of the term “agent” in this Agreement shall inure Indenture with reference to its benefit as to any actions taken or omitted to be taken by it under this Agreement while it was the Security Agent hereunder.is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. 123