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 Grantor, and Security Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to the 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 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. 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 GrantorGrantors, and Security Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to the Grantor 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 Grantor’s 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 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 Grantor, 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 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 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 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. 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 Grantor, 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 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 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 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. (a) The Issuer and each of the Holders by acceptance of the Notes hereby designates and appoints the Security Agent as its agent under this Indenture, the Security 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 has been appointed agrees to act as such on the express conditions contained in this Section 12.07. Each Holder agrees that any action taken by the Security Agent hereunder in accordance with the provision of this Indenture, the Intercreditor Agreement and the Security Documents, and the exercise by the Holders andSecurity Agent of any rights or remedies set forth herein and therein shall be authorized and binding upon all Holders. Notwithstanding any provision to the contrary contained elsewhere in this Indenture, by their acceptance the Security Documents and the Intercreditor Agreement, the duties of the benefits hereofSecurity Agent shall be 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 or liabilities shall be read into this Indenture, the Security Documents and the Intercreditor Agreement or otherwise exist against the Security Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Indenture with reference to the Security Agent is not intended to connote any fiduciary or other Secured Partiesimplied (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. (b) The Security Agent may perform any of its duties under this Indenture, the Security Documents or the Intercreditor Agreement by or through receivers, agents, employees, attorneys-in-fact or with respect to any specified Person, such Person’s Affiliates, and the respective officers, directors, employees, agents, advisors and attorneys-in-fact of such Person and its Affiliates (a “Related Person”), and shall be entitled to advice of counsel concerning all matters pertaining to such duties, and shall be entitled to act upon, and shall be fully protected in taking action in reliance upon any advice or opinion given by legal counsel. The Security Agent shall not be responsible for the negligence or misconduct of any receiver, agent, employee, attorney-in-fact or Related Person that it selects as long as such selection was made in good faith and with due care. (c) None of the Security Agent or any of its respective Related Persons shall (i) be liable for any action taken or omitted to be taken by any of them under or in connection with this Indenture or the transactions contemplated hereby (except for its own gross negligence or willful misconduct) or under or in connection with any Security Document or the Intercreditor Agreement or the transactions contemplated thereby (except for its own gross negligence or willful misconduct), or (ii) be responsible in any manner to any of the Trustee or any Holder for any recital, statement, representation, warranty, covenant or agreement made by the Issuer or any other Grantor or Affiliate of any Grantor, or any Officer or Related Person thereof, contained in this Indenture, the Security Documents or the Intercreditor Agreement, or in any certificate, report, statement or other document referred to or provided for in, or received by the Security Agent under or in connection with, this Indenture, the Security Documents or the Intercreditor Agreement, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Indenture, the Security Documents or the Intercreditor Agreement, or for any failure of any Grantor or any other party to this Indenture, the Security Documents or the Intercreditor Agreement to perform its obligations hereunder or thereunder. None of the Security Agent or any of its respective Related Persons shall be under any obligation to the Trustee or any Holder to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Indenture, the Security Documents or the Intercreditor Agreement or to inspect the properties, books, or records of any Grantor or any Grantor’s Affiliates. (d) The Security Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, telegram, facsimile, certification, telephone message, statement, or other communication, document or conversation (including those by telephone or e-mail) believed by it to be genuine and correct and to have been signed, sent, or made by the proper Person or Persons, and upon advice and statements of legal counsel (including, without limitation, counsel to the Issuer or any other Grantor), independent accountants and other experts and advisors selected by the Security Agent. The Security Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, or other paper or document. The Security Agent shall be obligated, and shall have the right hereunder, to make demands, to give notices, to exercise fully justified in failing or refrain from exercising any rights and refusing to take or refrain from taking any action (including, without limitationunder this Indenture, the release Security Documents or substitution the Intercreditor Agreement unless it shall first receive such advice or concurrence of Collateral)the Trustee or the Holders of a majority in aggregate principal amount of the Notes as it determines and, solely if it so requests, it shall first be indemnified to its reasonable satisfaction by the Holders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Security Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Indenture, the Security Documents or the Intercreditor Agreement in accordance with the Intercreditor Agreementa request, any Additional Intercreditor Agreementdirection, this Agreement and the Indenture. In furtherance instruction or consent of the foregoing provisions Trustee or the Holders of this Section, each Secured Party, by its acceptance a majority in aggregate principal amount of the benefits hereof, agrees that it then outstanding Notes and such request and any action taken or failure to act pursuant thereto shall have no right individually to realize be binding upon any all of the Collateral hereunderHolders. (e) The Security Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, it being understood and agreed by such Secured Party that all rights and remedies hereunder may be exercised solely by unless a Responsible Officer of the Security Agent for shall have received written notice from the benefit Trustee or the Issuer referring to this Indenture, describing such Default or Event of Secured Parties Default and stating that such notice is a “notice of default.” The Security Agent shall take such action with respect to such Default or Event of Default as may be requested by the Trustee in accordance with Article 6 or the terms Holders of a majority in aggregate principal amount of the Notes (subject to this Section. Section 12.07). (f) The Security Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to the Holders, the Trustee and the GrantorIssuer, and such resignation to be effective upon the acceptance of a successor agent to its appointment as Security Agent. If the Security Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered resigns under this Indenture, the Issuer shall appoint a successor Security Agent. If no successor Security Agent is appointed prior to the Grantor and intended effective date of the resignation of the Security Agent signed by (as stated in the Trustee on behalf notice of resignation), the Trustee, at the direction of the Holders of a majority in of the aggregate principal amount of the Notes then outstanding (the “Required Holders”). Upon any such notice of resignation or any such removaloutstanding, Required Holders shall have the right, upon five (5) Business Days’ notice to the may appoint a successor Security Agent, following receipt subject to the consent of the Grantor’s consent Company (which consent shall not be unreasonably withheld or delayed and which shall not be required while an during a continuing Event of Default existsDefault), . If no successor Security Agent is appointed and consented to by the Company pursuant to the preceding sentence within thirty (30) days after the intended effective date of resignation (as stated in the notice of resignation) the Security Agent shall be entitled to petition a court of competent jurisdiction to appoint a successor Security Agentsuccessor. Upon the acceptance of any its appointment as successor Security Agent hereunder by a hereunder, such successor Security Agent shall succeed to all the rights, powers and duties of the retiring Security Agent, and the term “Security Agent” shall mean such 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 sumsAgent’s appointment, Securities powers and other items of Collateral held hereunder, together with all records and other documents necessary or appropriate in connection with duties as 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 Agreementterminated. After any the retiring or removed Security Agent’s resignation or removal hereunder as the Security Agenthereunder, the provisions of this Agreement Section 12.07 shall continue to inure to its benefit and the retiring Security Agent shall not by reason of such resignation be deemed to be released from liability as to any actions taken or omitted to be taken by it under this Agreement while it was the Security Agent hereunderunder this Indenture.

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 Grantor, and Security Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to the 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 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 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 GrantorGrantors, and Security Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to the Grantor 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 Grantor’s 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.