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. 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. 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 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. (a) Each of the holders by acceptance of the Notes, and each beneficial owner of an interest in a Note, hereby designates and appoint the Security Agent as its agent under this Indenture, the Security Documents and the Intercreditor Agreement and each of the holders by acceptance of the Notes, and each beneficial owner of an interest in a Note, hereby irrevocably authorizes the Security Agent to take such action on its behalf under the provisions of this Indenture, the Security Documents, the Intercreditor Agreement, if any, 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, the Intercreditor Agreement, if any, and consents and agrees to the terms of this Indenture, the Intercreditor Agreement and each Security Document (as applicable), 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 10.07. Each holder agrees that any action taken by the Security Agent hereunder in accordance with the provisions of this Indenture, the Intercreditor Agreement or the Security Documents (as applicable), 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 or the Intercreditor Agreement (as applicable) 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/or the Intercreditor Agreement (as applicable) 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, 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 and/or the Intercreditor Agreement (as applicable) 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 obligatedresponsible for the negligence or willful 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. The exculpatory provisions of this Article X shall apply to any such sub-agent and to the Affiliates of the Security Agent and any such sub-agent. (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 in good faith 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 as determined by a court of competent jurisdiction by a final and non-appealable judgment) or under or in connection with any Security Document and/or Intercreditor Agreement or the transactions contemplated thereby (except for its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by a final and non-appealable judgment), 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 and/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 and/or the Intercreditor Agreement or the validity, effectiveness, genuineness, enforceability or sufficiency of this Indenture, the Security Documents and/or the Intercreditor Agreement or for any failure of any Grantor or any other party to this Indenture, the Security Documents and/or the Intercreditor Agreement to perform its obligations hereunder or thereunder (if any). None of the Security Agent or any of its 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 and/or the Intercreditor Agreement, if any, 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 have the right hereunderbe 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 make demands, to give notices, to exercise or refrain from exercising any rights be genuine and correct and to take have been signed, sent, or refrain from taking any action made by the proper Person or Persons, and upon advice and statements of legal counsel (including, without limitation, counsel to the release Issuer or substitution of Collateralany other Grantor), solely 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 accordance with any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, or other paper or document. Unless otherwise expressly required hereunder or pursuant to the Security Documents or 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 shall be fully justified in failing or refusing to take any action under this Indenture, the benefit Security Documents and/or the Intercreditor Agreement unless it shall first receive such written advice or concurrence of Secured Parties the Trustee or the holders of a majority in aggregate principal amount of the Notes as it determines and, if it so requests, it shall first be indemnified to its 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 and/or the Intercreditor Agreement in accordance with a request, direction, instruction or consent of the terms Trustee or the holders of this Section. a majority in aggregate principal amount of the then outstanding Notes and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the holders. (e) The Security Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, unless a Responsible Officer of the Security Agent shall have received written notice from the Trustee or the Issuer referring to this Indenture, describing such Default or Event of Default and stating that such notice is a “notice of default” and such notice references the Notes, the Issuer and this Indenture. 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 VI or the holders of a majority in aggregate principal amount of the Notes (subject to this Section 10.07). (f) The Security Agent under this Indenture may resign at any time by giving thirty ▇▇▇▇▇▇ (30) daysBusiness Days’ prior written notice thereof to the Holders, the Trustee and the GrantorsIssuer, 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 collateral agent. If no successor collateral agent is appointed prior to the Grantors 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 written direction of the Holders 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 rightmay appoint a successor collateral agent under this Indenture, upon five (5) Business Days’ notice subject to the Security Agent, following receipt consent of the Grantors’ consent Issuer (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 collateral agent is appointed and consented to by the Issuer pursuant to the preceding sentence within 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 Security Agent hereunder by a successor collateral agent hereunder, such successor collateral agent shall succeed to all the rights, powers and duties of the retiring Security Agent, that and the term “Security Agent” shall include such successor will become Security Agent under this Agreementcollateral agent, 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 10.07 (and Section 7.07 hereof) 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 under this Indenture. (g) Except as otherwise explicitly provided herein or in the Security Documents or the Intercreditor Agreement, neither the Security Agent nor any of its respective officers, directors, employees or agents or other Related Persons shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The Security Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither the Security Agent nor any of its officers, directors, employees or agents shall be responsible for any act or failure to act hereunder, except for its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by a final and non-appealable judgment. (h) The Trustee and/or the Security Agent, as applicable, are hereby authorized and directed to, and hereby agree to, whether on or after the Issue Date (i) enter into and/or join the Security Documents to which it is party (and any joinders, supplements or amendments thereto contemplated hereby), (ii) make any representations of the holders set forth in the Security Documents or the Intercreditor Agreement, (iii) bind the holders on the terms as set forth in the Security Documents and the Intercreditor Agreement and (iv) perform and observe its obligations under the Security Documents and the Intercreditor Agreement. Any such action shall be at the direction and expense of the Issuer and shall be accompanied by an Officer’s Certificate and an Opinion of Counsel stating that the execution is authorized or permitted pursuant to this Indenture; provided that neither an Officer’s Certificate nor an Opinion of Counsel shall be required in connection with the entry into the any accession documents to the Intercreditor Agreement by the Security Agent on the Issue Date. (i) If applicable, the Security Agent is each holder’s agent for the purpose of perfecting the holders’ security interest in assets which, in accordance with Article 9 of the Uniform Commercial Code, can be perfected only by possession. Should the Trustee obtain possession of any such Collateral, upon written request from the Issuer, the Trustee shall notify the Security Agent thereof and promptly shall, subject to the Intercreditor Agreement, deliver such Collateral to the Security Agent or otherwise deal with such Collateral in accordance with the Security Agent’s instructions. (j) The Security Agent shall have no obligation whatsoever to the Trustee or any of the holders to assure that the Collateral exists or is owned by any Grantor or is cared for, protected, or insured or has been encumbered, or that the Security Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected, maintained or enforced or are entitled to any particular priority, or to determine whether all or the Grantor’s property constituting Collateral intended to be subject to the Lien and security interest of the Security Documents has been properly and completely listed or delivered, as the case may be, or the genuineness, validity, marketability or sufficiency thereof or title thereto, or to exercise at all or in any particular manner or under any duty of care, disclosure, or fidelity, or to continue exercising, any of the rights, authorities, and powers granted or available to the Security Agent pursuant to this Indenture, any Security Document or the Intercreditor Agreement, other than pursuant to the instructions of the holders of a majority in aggregate principal amount of the Notes or as otherwise provided in the Security Documents. (k) No provision of this Indenture, any Security Document or the Intercreditor Agreement shall require the Security Agent (or the Trustee) to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or thereunder or to take or omit to take any action hereunder or thereunder or take any action at the request or direction of holders (or the Trustee in the case of the Security Agent), unless it shall have received indemnity and/or security satisfactory to the Security Agent and the Trustee against potential costs and liabilities incurred by the Security Agent and the Trustee relating thereto. Notwithstanding anything to the contrary contained in this Indenture, the Security Documents or the Intercreditor Agreement, in the event the Security Agent is entitled or required to commence an action to foreclose or otherwise exercise its remedies to acquire control or possession of the Collateral, the Security Agent shall not be required to commence any such action or exercise any remedy or to inspect or conduct any studies of any property under the mortgages or take any such other action if the Security Agent has determined that the Security Agent may incur personal liability as a result of the presence at, or release on or from, the Collateral or such property, of any hazardous substances. The Security Agent shall at any time be entitled to cease taking any action described in this clause (k) if it no longer reasonably deems any indemnity, security or undertaking from the Issuer or the holders to be sufficient. (l) The Security Agent (i) shall not be liable for any action taken or omitted to be taken by it in connection with this Indenture, the Security Documents and/or the Intercreditor Agreement or instrument referred to herein or therein, except to the extent that any of the foregoing are found by a final, non-appealable judgment of a court of competent jurisdiction to have resulted from its own bad faith, gross negligence or willful misconduct as determined by a court of competen

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.