Common use of Administrative Agent as Agent Clause in Contracts

Administrative Agent as Agent. The Administrative 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, solely in accordance with this Guaranty and the Credit Agreement; provided that the Administrative Agent shall exercise, or refrain from exercising, any remedies under or with respect to this Guaranty in accordance with the instructions of the Required Lenders or all Lenders, as the case may be, in accordance with the terms of the Credit Agreement. Each Beneficiary not a party to the Credit Agreement that obtains the benefit of this Guaranty shall be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of the Credit Agreement, and that with respect to the actions and omissions of the Administrative Agent hereunder or otherwise relating hereto that do or may affect such Beneficiary, the Administrative Agent and each of its Related Parties shall be entitled to all the rights, benefits and immunities conferred under Article IX of the Credit Agreement. Upon the acceptance of any appointment as the Administrative Agent under Section 9.06 of the Credit Agreement by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent under this Guaranty, and the retiring or removed Administrative Agent under this Guaranty shall promptly (a) transfer to such successor Administrative Agent all sums held hereunder, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under this Guaranty, and (b) take such other actions as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent of the rights created hereunder, whereupon such retiring Administrative Agent shall be discharged from its duties and obligations under this Guaranty. After any retiring Administrative Agent’s resignation hereunder as the Administrative Agent, the provisions of this Guaranty shall inure to its benefits as to any actions taken or omitted to be taken by it under this Guaranty while it was the Administrative Agent hereunder.

Administrative Agent as Agent. (a) The Administrative Agent has been appointed to act as the Administrative Agent hereunder by Lenders. The Administrative 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, solely in accordance with this Guaranty and the Credit Agreement; provided that the Administrative Agent shall exercise, or refrain from exercising, any remedies under or with respect to this Guaranty in accordance with the instructions of the Required Lenders or all (i) Requisite Lenders, or (ii) after payment in full of all Obligations under the Credit Agreement and the other Loan Documents (other than Unasserted Obligations), the cancellation or expiration of all Letters of Credit and the termination of the Commitments, the holders of a majority of the aggregate amount then due and payable (exclusive of expenses and similar payments but including any early termination payments then due) under Related Credit Arrangements (including Related Credit Arrangements that have been terminated) (Requisite Lenders or, if applicable, such holders being referred to herein as “Requisite Obligees”). (b) The Administrative Agent shall at all times be the case may be, in accordance with the terms of same Person that is Administrative Agent under the Credit Agreement. Each Beneficiary not a party to the Credit Agreement that obtains the benefit Written notice of this Guaranty shall be deemed to have acknowledged and accepted the appointment of the resignation by Administrative Agent pursuant to the terms subsection 9.5 of the Credit Agreement, and that with respect to the actions and omissions Agreement shall also constitute notice of resignation as the Administrative Agent hereunder or otherwise relating hereto that do or may affect such Beneficiary, the under this Guaranty; and appointment of a successor Administrative Agent and each of its Related Parties shall be entitled pursuant to all the rights, benefits and immunities conferred under Article IX subsection 9.5 of the Credit AgreementAgreement shall also constitute appointment of a successor Administrative Agent under this Guaranty. Upon the acceptance of any appointment as the Administrative Agent under Section 9.06 subsection 9.5 of the Credit Agreement by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent under this Guaranty, and the retiring or removed Administrative Agent under this Guaranty shall promptly (ai) transfer to such successor Administrative Agent all sums held hereunder, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under this Guaranty, and (bii) take such other actions as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent of the rights created hereunder, whereupon such retiring Administrative Agent shall be discharged from its duties and obligations under this Guaranty. After any retiring Administrative Agent’s resignation hereunder as the Administrative Agent, the provisions of this Guaranty shall inure to its benefits as to any actions taken or omitted to be taken by it under this Guaranty while it was the Administrative Agent hereunder.

Administrative Agent as Agent. (a) Credit Suisse AG, Cayman Islands Branch, has been appointed to act as Administrative Agent hereunder by the Lenders and, by their acceptance of the benefits hereof, the other Secured Parties. The Administrative 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 actionaction (including the release or substitution of Collateral), solely in accordance with this Guaranty Security Agreement and the Credit Agreement; , provided that the Administrative Agent shall exercise, or refrain from exercising, any remedies under or with respect to this Guaranty provided for in Section 5 in accordance with the instructions of the (i) Required Lenders or (ii) after the termination of this Security Agreement. In furtherance of the foregoing provisions of this Section 7(a), 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 Lenders, as rights and remedies hereunder may be exercised solely by the case may be, Administrative Agent for the ratable benefit of the Lenders and Secured Parties in accordance with the terms of this Section 7(a). For the avoidance of doubt, each Secured Party has irrevocably authorized and directed the Administrative Agent as the agent for such Secured Party to execute and deliver intercreditor agreements, substantially in the form attached as Exhibit E-1 and E-2 to the Credit Agreement (with such changes thereto as agreed by the Administrative Agent in its sole discretion), in connection with any Indebtedness incurred under Sections 10.1(a), 10.1(f), 10.1(k), 10.1(n), 10.1(o), 10.1(p) or 10.1(r) of the Credit Agreement on their behalf. (b) The Administrative Agent shall at all times be the same Person that is the Administrative Agent under the Credit Agreement. Each Beneficiary not a party to the Credit Agreement that obtains the benefit Written notice of this Guaranty shall be deemed to have acknowledged and accepted the appointment of resignation by the Administrative Agent pursuant to the terms Section 12.9 of the Credit Agreement shall also constitute notice of resignation as Administrative Agent under this Security Agreement, and that with respect to the actions and omissions ; removal of the Administrative Agent hereunder or otherwise relating hereto that do or may affect such Beneficiary, the shall also constitute removal as Administrative Agent under this Security Agreement; and each appointment of its Related Parties shall be entitled a successor Administrative Agent pursuant to all the rights, benefits and immunities conferred under Article IX Section 12.9 of the Credit Agreement shall also constitute appointment of a successor Administrative Agent under this Security Agreement. Upon the acceptance of any appointment as the Administrative Agent under Section 9.06 12.9 of the Credit Agreement by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent under this GuarantySecurity Agreement, and the retiring or removed Administrative Agent under this Guaranty Security Agreement shall promptly (ai) transfer to such successor Administrative Agent all sums 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 Administrative Agent under this GuarantySecurity Agreement, and (bii) execute and deliver to such successor Administrative Agent such amendments to financing statements and take such other actions actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent of the rights Security Interests created hereunder, whereupon such retiring or removed Administrative Agent shall be discharged from its duties and obligations under this GuarantySecurity Agreement. After any retiring or removed Administrative Agent’s resignation or removal hereunder as the Administrative Agent, the provisions of this Guaranty Security Agreement shall inure to its benefits benefit as to any actions taken or omitted to be taken by it under this Guaranty Security Agreement while it was the Administrative Agent hereunder. (c) The Administrative Agent shall not be deemed to have any duty whatsoever with respect to any Secured Party that is a counterparty to a Hedge Agreement the obligations under which constitute Obligations, until it shall have received written notice in form and substance satisfactory to the Administrative Agent from a Grantor or any such Secured Party as to the existence and terms of the applicable Hedge Agreement.

Administrative Agent as Agent. (a) The Administrative Agent has been appointed to act as Administrative Agent hereunder by the Secured Parties. The Administrative 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, solely in accordance with this Guaranty and the Credit Agreement; provided that the Administrative Agent shall exercise, or refrain from exercising, any remedies under or with respect to this Guaranty hereunder in accordance with the instructions of (i) the Required Requisite Lenders or (ii) after payment in full of all LendersObligations then due and payable under the Credit Agreement and the other Loan Documents, the holders of a majority of the aggregate notional amount (or, with respect to any Rate Protection Agreement that has been terminated in accordance with its terms, the amount then due and payable (exclusive of expenses and similar payments but including any early termination payments then due) under such Rate Protection Agreement) under all Rate Protection Agreements (the Requisite Lenders or, if applicable, such holders being referred to herein as the case “Requisite Obligees”). In furtherance of the foregoing provisions of this subsection 3.14, each counterparty to a Rate Protection Agreement, by its acceptance of the benefits hereof, agrees that it shall have no right individually to enforce this Guaranty, it being understood and agreed by such that all rights and remedies hereunder may be, be exercised solely by the Administrative Agent for the benefit of Secured Parties in accordance with the terms of this subsection 3.14. (b) The Administrative Agent shall at all times be the same Person that is the Administrative Agent under the Credit Agreement. Each Beneficiary not a party Written notice of resignation by the Administrative Agent pursuant to subsection 9.5 of the Credit Agreement that obtains shall also constitute notice of resignation as the benefit of Administrative Agent under this Guaranty shall be deemed to have acknowledged and accepted the appointment Guaranty; removal of the Administrative Agent pursuant to the terms subsection 9.5 of the Credit Agreement, and that with respect to the actions and omissions of Agreement shall also constitute removal as the Administrative Agent hereunder or otherwise relating hereto that do or may affect such Beneficiary, the under this Guaranty; and appointment of a successor Administrative Agent and each of its Related Parties shall be entitled pursuant to all the rights, benefits and immunities conferred under Article IX subsection 9.5 of the Credit AgreementAgreement shall also constitute appointment of a successor Administrative Agent under this Guaranty. Upon the acceptance of any appointment as the Administrative Agent under Section 9.06 subsection 9.5 of the Credit Agreement by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent under this Guaranty, and the retiring or removed Administrative Agent under this Guaranty shall promptly (ai) transfer to such successor Administrative Agent all sums held hereunder, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under this Guaranty, and (bii) take such other actions as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent of the rights created hereunder, whereupon such retiring or removed Administrative Agent shall be discharged from its duties and obligations under this Guaranty. After any retiring or removed Administrative Agent’s resignation or removal hereunder as the Administrative Agent, the provisions of this Guaranty shall inure to its benefits benefit as to any actions taken or omitted to be taken by it under this Guaranty while it was the Administrative Agent hereunder.

Administrative Agent as Agent. (a) The Administrative Agent has been appointed to act as the Administrative Agent hereunder by Lenders and, by their acceptance of the benefits hereof, the Cash Management Banks and Hedge Counterparties. The Administrative 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 actionaction (including, without limitation, the release or substitution of Collateral), solely in accordance with this Guaranty Agreement and the Credit Agreement; provided that the Administrative Agent shall exercise, or refrain from exercising, any remedies under or with respect to this Guaranty provided for in Section 15 hereof in accordance with the instructions of Requisite Obligees. In furtherance of the Required Lenders foregoing provisions of this Section 20(a), each Cash Management Bank and each Hedge Counterparty, 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 Cash Management Bank or Swap Counterparty that all Lendersrights and remedies hereunder may be exercised solely by the Administrative Agent for the benefit of the Secured Parties in accordance with the terms of this Section 20(a). (b) The Administrative Agent shall at all times be the same Person that is Administrative Agent under the Credit Agreement. Written notice of resignation by Administrative Agent pursuant to subsection 9.5 of the Credit Agreement shall also constitute notice of resignation as the Administrative Agent under this Agreement; and appointment of a successor Administrative Agent pursuant to subsection 9.5 of the Credit Agreement shall also constitute appointment of a successor the Administrative Agent under this Agreement. Upon the acceptance of any appointment as Administrative Agent under subsection 9.5 of the Credit Agreement by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring the Administrative Agent under this Agreement, and the retiring Administrative Agent under this Agreement shall promptly (i) transfer to such successor Administrative 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 Administrative Agent under this Agreement, and (ii) execute and deliver to such successor Administrative 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 Administrative Agent of the security interests created hereunder, whereupon such retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Administrative Agent’s resignation hereunder as the Administrative 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 Administrative Agent hereunder. (c) No Secured Party (other than the Administrative Agent) that obtains the benefit of this Agreement shall have any right to notice of any action or to consent to, direct or object to any action hereunder (including the release, impairment or modification of any Secured Obligations or security therefor) other than in its capacity as a Lender and, in such case, only to the extent expressly provided in the Loan Documents. Notwithstanding any other provision of this Agreement to the contrary, the Administrative Agent shall only be required to verify the payment of, or that other satisfactory arrangement have been made with respect to, the Secured Obligations arising under any Related Credit Arrangement to the extent the Administrative Agent has received written notice of such Obligations, together with such supporting documentation as it may request, from the applicable Cash Management Bank or Hedge Counterparty, as the case may be, in accordance with the terms of the Credit Agreement. Each Beneficiary Secured Party not a party to the Credit Agreement that obtains the benefit of this Guaranty Agreement shall be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of the Credit Agreement, and that with respect to the actions and omissions of the Administrative Agent hereunder or otherwise relating hereto that do or may affect such BeneficiarySecured Party, the Administrative Agent and each of its Related Parties shall be entitled to all the rights, benefits and immunities conferred under Article IX Section 9 of the Credit Agreement. Upon the acceptance of any appointment as the Administrative Agent under Section 9.06 of the Credit Agreement by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent under this Guaranty, and the retiring or removed Administrative Agent under this Guaranty shall promptly (a) transfer to such successor Administrative Agent all sums held hereunder, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under this Guaranty, and (b) take such other actions as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent of the rights created hereunder, whereupon such retiring Administrative Agent shall be discharged from its duties and obligations under this Guaranty. After any retiring Administrative Agent’s resignation hereunder as the Administrative Agent, the provisions of this Guaranty shall inure to its benefits as to any actions taken or omitted to be taken by it under this Guaranty while it was the Administrative Agent hereunder.

Administrative Agent as Agent. (a) The Administrative Agent has been appointed to act as Administrative Agent hereunder by the Secured Parties. The Administrative 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, solely in accordance with this Guaranty and the Credit AgreementLoan Documents; provided that the Administrative Agent shall exercise, or refrain from exercising, any remedies under or with respect to this Guaranty hereunder in accordance with the instructions of the Required Lenders or Lenders. In furtherance of the foregoing provisions of this Section 3.14, each Secured Party, by its acceptance of the benefits hereof, agrees that, except to the extent specifically provided herein, it shall have no right individually to enforce this Guaranty, it being understood and agreed by such that all Lenders, as rights and remedies hereunder may be exercised solely by the case may be, Administrative Agent for the benefit of the Secured Parties in accordance with the terms of this Section 3.14. (b) The Administrative Agent shall at all times be the same Person that is the Administrative Agent under the Credit Agreement. Each Beneficiary not a party Written notice of resignation by the Administrative Agent pursuant to the terms of the Credit Agreement that obtains shall also constitute notice of resignation as the benefit of Administrative Agent under this Guaranty shall be deemed to have acknowledged and accepted the appointment Guaranty; removal of the Administrative Agent pursuant to the terms of the Credit Agreement, and that with respect to the actions and omissions of Agreement shall also constitute removal as the Administrative Agent hereunder or otherwise relating hereto that do or may affect such Beneficiary, the under this Guaranty; and appointment of a successor Administrative Agent and each of its Related Parties shall be entitled pursuant to all the rights, benefits and immunities conferred under Article IX terms of the Credit AgreementAgreement shall also constitute appointment of a successor Administrative Agent under this Guaranty. Upon the acceptance of any appointment as the Administrative Agent under Section 9.06 the terms of the Credit Agreement by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent under this Guaranty, and the retiring or removed Administrative Agent under this Guaranty shall promptly (ai) transfer to such successor Administrative Agent all sums held hereunder, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under this Guaranty, and (bii) take such other actions as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent of the rights created hereunder, whereupon such retiring or removed Administrative Agent shall be discharged from its duties and obligations under this Guaranty. After any retiring or removed Administrative Agent’s resignation or removal hereunder as the Administrative Agent, the provisions of this | Guaranty shall inure to its benefits benefit as to any actions taken or omitted to be taken by it under this Guaranty while it was the Administrative Agent hereunder.

Administrative Agent as Agent. The (a) Administrative Agent has been appointed to act as Administrative Agent hereunder by Lenders, Hedge Banks and Cash Management Banks, by their acceptance of the benefits hereof. Administrative 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 actionaction (including without limitation the release or substitution of Pledged Equity), solely in accordance with this Guaranty Agreement and the Credit Agreement; provided that the Administrative Agent shall exercise, or refrain from exercising, any remedies under or with respect to this Guaranty provided for in Section 11 in accordance with the instructions of the Required Lenders or Lenders. (b) Administrative Agent shall at all Lenders, as times be the case may be, in accordance with the terms of same Person that is Administrative Agent under the Credit Agreement. Each Beneficiary not a party to the Credit Agreement that obtains the benefit Written notice of this Guaranty shall be deemed to have acknowledged and accepted the appointment of the resignation by Administrative Agent pursuant to the terms Section 10.06 of the Credit Agreement, and that with respect to the actions and omissions Agreement shall also constitute notice of the resignation as Administrative Agent hereunder or otherwise relating hereto that do or may affect such Beneficiary, the under this Agreement; and appointment of a successor Administrative Agent and each of its Related Parties shall be entitled pursuant to all the rights, benefits and immunities conferred under Article IX Section 10.06 of the Credit Agreement shall also constitute appointment of a successor Administrative Agent under this Agreement. Upon the acceptance of any appointment as the Administrative Agent under Section 9.06 10.06 of the Credit Agreement by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent under this GuarantyAgreement, and the retiring or removed Administrative Agent under this Guaranty Agreement shall promptly (ai) transfer to such successor Administrative Agent all sums sums, securities and other items of Pledged Equity held hereunder, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under this GuarantyAgreement, and (bii) execute and deliver to such successor Administrative Agent such amendments to financing statements, and take such other actions actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent of the rights security interests created hereunder, whereupon such retiring Administrative Agent shall be discharged from its duties and obligations under this GuarantyAgreement. After any retiring Administrative Agent’s resignation hereunder as the Administrative Agent, the provisions of this Guaranty Agreement shall inure to its benefits benefit as to any actions taken or omitted to be taken by it under this Guaranty Agreement while it was the Administrative Agent hereunder.

Administrative Agent as Agent. (a) Bank of America, N.A. has been appointed to act as Administrative Agent under the Credit Agreement by the Lenders, the Swing Line Lender and the L/C Issuer and, by their acceptance of the benefits hereof and the other Collateral Documents, the other Secured Parties. The Administrative Agent shall be obligated, and shall have the right hereunderhereunder and under the other Collateral Documents, to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any actionaction (including the release or substitution of Collateral or Mortgage Property), solely in accordance with this Guaranty Security Agreement, the other Collateral Documents, the Credit Agreement and the Intercreditor Agreement, provided that, except as otherwise expressly provided in the Credit Agreement; provided that Agreement or the other Loan Documents, the Administrative Agent shall exercise, or refrain from exercising, any remedies under or with respect to this Guaranty provided for herein, including in Section 5, in accordance with the instructions of the Required Lenders Lenders. In furtherance of the foregoing provisions of this subsection 7(a), 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 or Mortgage Property, it being understood and agreed by such Secured Party that all Lendersrights and remedies hereunder or pursuant to the other Collateral Documents, as may be exercised solely by the case may be, Administrative Agent for the benefit of the Secured Parties in accordance with the terms of this subsection 7(a). (b) The Administrative Agent shall at all times be the same Person that is the Administrative Agent under the Credit Agreement. Each Beneficiary not a party to the Credit Agreement that obtains the benefit Written notice of this Guaranty shall be deemed to have acknowledged and accepted the appointment of resignation by the Administrative Agent pursuant to the terms Section 9.06 of the Credit Agreement, Agreement shall also constitute notice of resignation as Administrative Agent under this Security Agreement and that with respect to the actions and omissions other Collateral Documents; removal of the Administrative Agent hereunder or otherwise relating hereto that do or may affect such Beneficiary, the shall also constitute removal as Administrative Agent under this Security Agreement or the other Collateral Documents; and each appointment of its Related Parties shall be entitled a successor Administrative Agent pursuant to all the rights, benefits and immunities conferred under Article IX Section 9.06 of the Credit AgreementAgreement shall also constitute appointment of a successor Administrative Agent under this Security Agreement and the other Collateral Documents. Upon the acceptance of any appointment as the Administrative Agent under Section 9.06 of the Credit Agreement by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent under this GuarantySecurity Agreement and the other Collateral Documents, and the retiring or removed Administrative Agent under this Guaranty Security Agreement and the other Collateral Documents shall promptly (ai) transfer to such successor Administrative Agent all sums 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 Administrative Agent under this GuarantySecurity Agreement and the other Collateral Documents, and (bii) execute and deliver to such successor Administrative Agent or otherwise authorize the filing of such amendments to financing statements and take such other actions actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent of the rights Security Interests created hereunder, whereupon such retiring or removed Administrative Agent shall be discharged from its duties and obligations under this GuarantySecurity Agreement and the other Collateral Documents. After any retiring or removed Administrative Agent’s resignation or removal hereunder as the Administrative Agent, the provisions of this Guaranty Security Agreement and the other Collateral Documents shall inure to its benefits benefit as to any actions taken or omitted to be taken by it under this Guaranty Security Agreement and the other Collateral Documents while it was the Administrative Agent hereunder.

Administrative Agent as Agent. (a) Credit Suisse First Boston, acting through its Cayman Islands Branch, has been appointed to act as Administrative Agent hereunder by the Lenders and, by their acceptance of the benefits hereof, the other Secured Parties. The Administrative 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 actionaction (including the release or substitution of Collateral), solely in accordance with this Guaranty Security Agreement and the Credit Agreement; , provided that the Administrative Agent shall exercise, or refrain from exercising, any remedies under or with respect to this Guaranty provided for in Section 5 in accordance with the instructions of the (i) Required Lenders or (ii) after the termination of this Security Agreement. In furtherance of the foregoing provisions of this Section 7(a), 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 Lenders, as rights and remedies hereunder may be exercised solely by the case may be, Administrative Agent for the ratable benefit of the Lenders and Secured Parties in accordance with the terms of this Section 7(a). (b) The Administrative Agent shall at all times be the same Person that is the Administrative Agent under the Credit Agreement. Each Beneficiary not a party to the Credit Agreement that obtains the benefit Written notice of this Guaranty shall be deemed to have acknowledged and accepted the appointment of resignation by the Administrative Agent pursuant to the terms Section 12.9 of the Credit Agreement shall also constitute notice of resignation as Administrative Agent under this Security Agreement, and that with respect to the actions and omissions ; removal of the Administrative Agent hereunder or otherwise relating hereto that do or may affect such Beneficiary, the shall also constitute removal as Administrative Agent under this Security Agreement; and each appointment of its Related Parties shall be entitled a successor Administrative Agent pursuant to all the rights, benefits and immunities conferred under Article IX Section 12.9 of the Credit Agreement shall also constitute appointment of a successor Administrative Agent under this Security Agreement. Upon the acceptance of any appointment as the Administrative Agent under Section 9.06 12.9 of the Credit Agreement by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent under this GuarantySecurity Agreement, and the retiring or removed Administrative Agent under this Guaranty Security Agreement shall promptly (ai) transfer to such successor Administrative Agent all sums 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 Administrative Agent under this GuarantySecurity Agreement, and (bii) execute and deliver to such successor Administrative Agent such amendments to financing statements and take such other actions actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent of the rights Security Interests created hereunder, whereupon such retiring or removed Administrative Agent shall be discharged from its duties and obligations under this GuarantySecurity Agreement. After any retiring or removed Administrative Agent’s resignation or removal hereunder as the Administrative Agent, the provisions of this Guaranty Security Agreement shall inure to its benefits benefit as to any actions taken or omitted to be taken by it under this Guaranty Security Agreement while it was the Administrative Agent hereunder. (c) The Administrative Agent shall not be deemed to have any duty whatsoever with respect to any Secured Party that is a counterparty to a Hedge Agreement the obligations under which constitute Obligations, until it shall have received written notice in form and substance satisfactory to the Administrative Agent from a Grantor or any such Secured Party as to the existence and terms of the applicable Hedge Agreement.

Administrative Agent as Agent. (a) The Administrative Agent has been appointed to act as the administrative agent hereunder by the Secured Parties. The Administrative 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, solely in accordance with this Guaranty and the Credit Agreement; Loan Documents. In furtherance of the foregoing provisions of this Section 3.13, each Secured Party, by its acceptance of the benefits hereof, agrees that, except to the extent specifically provided herein, it shall have no right individually to enforce this Guaranty, it being understood and agreed by such Secured Parties that all rights and remedies hereunder may be exercised solely by the Administrative Agent shall exercise, or refrain from exercising, any remedies under or with respect to this Guaranty in accordance with for the instructions benefit of the Required Lenders or all Lenders, as the case may be, Secured Parties in accordance with the terms of this Section 3.13. (b) The Administrative Agent shall at all times be the same Person that is the Administrative Agent under the Credit Agreement. Each Beneficiary not a party Written notice of resignation by the Administrative Agent pursuant to the terms of the Credit Agreement that obtains shall also constitute notice of resignation as the benefit of Administrative Agent under this Guaranty shall be deemed to have acknowledged and accepted the appointment Guaranty; removal of the Administrative Agent pursuant to the terms of the Credit Agreement, and that with respect to the actions and omissions of Agreement shall also constitute removal as the Administrative Agent hereunder or otherwise relating hereto that do or may affect such Beneficiary, the under this Guaranty; and appointment of a successor Administrative Agent and each of its Related Parties shall be entitled pursuant to all the rights, benefits and immunities conferred under Article IX terms of the Credit AgreementAgreement shall also constitute appointment of a successor Administrative Agent under this Guaranty. Upon the acceptance of any appointment as the Administrative Agent under Section 9.06 the terms of the Credit Agreement by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent under this Guaranty, and the retiring or removed Administrative Agent under this Guaranty shall promptly (ai) transfer to such successor Administrative Agent all sums held hereunder, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under this Guaranty, ; and (bii) take such other actions as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent of the rights created hereunder, whereupon such retiring or removed Administrative Agent shall be discharged from its duties and obligations under this Guaranty. After any retiring or removed Administrative Agent’s resignation or removal hereunder as the Administrative Agent, the provisions of this Guaranty shall inure to its benefits benefit as to any actions taken or omitted to be taken by it under this Guaranty while it was the Administrative Agent hereunder. In the performance of its duties hereunder, the Administrative Agent shall have all of the rights, benefits, protections, immunities and indemnities afforded to it in the Loan Documents.

Administrative Agent as Agent. The (a) Administrative Agent has been appointed to act as Administrative Agent hereunder by Lenders, Hedge Banks and Cash Management Banks, by their acceptance of the benefits hereof. Administrative 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 actionaction (including, without limitation, the release or substitution of Collateral), solely in accordance with this Guaranty Agreement and the Credit Agreement; provided that the Administrative Agent shall exercise, or refrain from exercising, any remedies under or with respect to this Guaranty provided for in Section 12 hereof in accordance with the instructions of Required Lenders. (b) Administrative Agent shall at all times be the Required Lenders or all Lenders, as the case may be, in accordance with the terms of same Person that is Administrative Agent under the Credit Agreement. Each Beneficiary not a party to the Credit Agreement that obtains the benefit Written notice of this Guaranty shall be deemed to have acknowledged and accepted the appointment of the resignation by Administrative Agent pursuant to the terms Section 10.06 of the Credit Agreement, and that with respect to the actions and omissions Agreement shall also constitute notice of the resignation as Administrative Agent hereunder or otherwise relating hereto that do or may affect such Beneficiary, the under this Agreement; and appointment of a successor Administrative Agent and each of its Related Parties shall be entitled pursuant to all the rights, benefits and immunities conferred under Article IX Section 10.06 of the Credit Agreement shall also constitute appointment of a successor Administrative Agent under this Agreement. Upon the acceptance of any appointment as the Administrative Agent under Section 9.06 10.06 of the Credit Agreement by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent under this GuarantyAgreement, and the retiring or removed Administrative Agent under this Guaranty Agreement shall promptly (ai) transfer to such successor Administrative Agent all sums 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 Administrative Agent under this GuarantyAgreement, and (bii) execute (if necessary) and deliver to such successor Administrative Agent such amendments to financing statements, and take such other actions actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent of the rights security interests created hereunder, whereupon such retiring Administrative Agent shall be discharged from its duties and obligations under this GuarantyAgreement. After any retiring Administrative Agent’s resignation hereunder as the Administrative Agent, the provisions of this Guaranty Agreement shall inure to its benefits benefit as to any actions taken or omitted to be taken by it under this Guaranty Agreement while it was the Administrative Agent hereunder.

Administrative Agent as Agent. (a) JPMorgan Chase Bank has been appointed to act as Administrative Agent under the Credit Agreement by the Lenders and, by their acceptance of the benefits hereof, the other Secured Parties. The Administrative 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 actionaction (including the release or substitution of Collateral), solely in accordance with this Guaranty Security Agreement and the Credit Agreement; , provided that the Administrative Agent shall exercise, or refrain from exercising, any remedies under or with respect to this Guaranty provided for in Section 5 in accordance with the instructions of Required Lenders. In furtherance of the Required foregoing provisions of this subsection 7(a), 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 Administrative Agent for the benefit of the Lenders or all Lenders, as the case may be, and Secured Parties in accordance with the terms of this subsection 7(a). (b) The Administrative Agent shall at all times be the same Person that is the Administrative Agent under the Credit Agreement. Each Beneficiary not a party to the Credit Agreement that obtains the benefit Written notice of this Guaranty shall be deemed to have acknowledged and accepted the appointment of resignation by the Administrative Agent pursuant to the terms subsection 12.9 of the Credit Agreement shall also constitute notice of resignation as Administrative Agent under this Security Agreement, and that with respect to the actions and omissions ; removal of the Administrative Agent hereunder or otherwise relating hereto that do or may affect such Beneficiary, the shall also constitute removal as Administrative Agent under this Security Agreement; and each appointment of its Related Parties shall be entitled a successor Administrative Agent pursuant to all the rights, benefits and immunities conferred under Article IX subsection 12.9 of the Credit Agreement shall also constitute appointment of a successor Administrative Agent under this Security Agreement. Upon the acceptance of any appointment as the Administrative Agent under Section 9.06 subsection 12.9 of the Credit Agreement by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent under this GuarantySecurity Agreement, and the retiring or removed Administrative Agent under this Guaranty Security Agreement shall promptly (ai) transfer to such successor Administrative Agent all sums 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 Administrative Agent under this GuarantySecurity Agreement, and (bii) execute and deliver to such successor Administrative Agent or otherwise authorize the filing of such amendments to financing statements and take such other actions actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent of the rights Security Interests created hereunder, whereupon such retiring or removed Administrative Agent shall be discharged from its duties and obligations under this GuarantySecurity Agreement. After any retiring or removed Administrative Agent’s resignation or removal hereunder as the Administrative Agent, the provisions of this Guaranty Security Agreement shall inure to its benefits benefit as to any actions taken or omitted to be taken by it under this Guaranty Security Agreement while it was the Administrative Agent hereunder. (c) The Administrative Agent shall not be deemed to have any duty whatsoever with respect to any Secured Party that is a counterparty to a Hedge Agreement the obligations under which constitute Obligations, until it shall have received written notice in form and substance satisfactory to the Administrative Agent from a Grantor or any such Secured Party as to the existence and terms of the applicable Hedge Agreement.

Administrative Agent as Agent. (a) The Administrative Agent has been appointed to act as Administrative Agent hereunder by the Secured Parties. The Administrative 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, solely in accordance with this Guaranty and the Credit Agreement; provided that the Administrative Agent shall exercise, or refrain from exercising, any remedies under or with respect to this Guaranty hereunder in accordance with the instructions of (i) the Required Requisite Lenders or (ii) after payment in full of all LendersObligations then due and payable under the Credit Agreement and the other Loan Documents, the holders of a majority of the aggregate notional amount (or, with respect to any Rate/FX Protection Agreement that has been terminated in accordance with its terms, the amount then due and payable (exclusive of expenses and similar payments but including any early termination payments then due) under such Rate/FX Protection Agreement) under all Rate/FX Protection Agreements (the Requisite Lenders or, if applicable, such holders being referred to herein as the case “Requisite Obligees”). In furtherance of the foregoing provisions of this subsection 3.15, each counterparty to a Rate/FX Protection Agreement, by its acceptance of the benefits hereof, agrees that it shall have no right individually to enforce this Guaranty, it being understood and agreed by such that all rights and remedies hereunder may be, be exercised solely by the Administrative Agent for the benefit of Secured Parties in accordance with the terms of this subsection 3.15. (b) The Administrative Agent shall at all times be the same Person that is the Administrative Agent under the Credit Agreement. Each Beneficiary not a party Written notice of resignation by the Administrative Agent pursuant to subsection 9.5 of the Credit Agreement that obtains shall also constitute notice of resignation as the benefit of Administrative Agent under this Guaranty shall be deemed to have acknowledged and accepted the appointment Guaranty; removal of the Administrative Agent pursuant to the terms subsection 9.5 of the Credit Agreement, and that with respect to the actions and omissions of Agreement shall also constitute removal as the Administrative Agent hereunder or otherwise relating hereto that do or may affect such Beneficiary, the under this Guaranty; and appointment of a successor Administrative Agent and each of its Related Parties shall be entitled pursuant to all the rights, benefits and immunities conferred under Article IX subsection 9.5 of the Credit AgreementAgreement shall also constitute appointment of a successor Administrative Agent under this Guaranty. Upon the acceptance of any appointment as the Administrative Agent under Section 9.06 subsection 9.5 of the Credit Agreement by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent under this Guaranty, and the retiring or removed Administrative Agent under this Guaranty shall promptly (ai) transfer to such successor Administrative Agent all sums held hereunder, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under this Guaranty, and (bii) take such other actions as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent of the rights created hereunder, whereupon such retiring or removed Administrative Agent shall be discharged from its duties and obligations under this Guaranty. After any retiring or removed Administrative Agent’s resignation or removal hereunder as the Administrative Agent, the provisions of this Guaranty shall inure to its benefits benefit as to any actions taken or omitted to be taken by it under this Guaranty while it was the Administrative Agent hereunder.

Administrative Agent as Agent. The Administrative Agent has been appointed to act as the Administrative Agent hereunder by Lenders. The Administrative 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, solely in accordance with this Guaranty and the Credit Agreement; provided that the Administrative Agent shall exercise, or refrain from exercising, any remedies under or with respect to this Guaranty in accordance with the instructions of the Required Lenders or all (i) Requisite Lenders, or (ii) after payment in full of all Obligations under the Credit Agreement and the other Loan Documents (other than Unasserted Obligations), the cancellation or expiration of all Letters of Credit and the termination of the Commitments, the holders of a majority of the aggregate amount then due and payable (exclusive of expenses and similar payments but including any early termination payments then due) under Related Credit Arrangements (including Related Credit Arrangements that have been terminated) (Requisite Lenders or, if applicable, such holders being referred to herein as “Requisite Obligees”). • The Administrative Agent shall at all times be the case may be, in accordance with the terms of same Person that is Administrative Agent under the Credit Agreement. Each Beneficiary not a party to the Credit Agreement that obtains the benefit Written notice of this Guaranty shall be deemed to have acknowledged and accepted the appointment of the resignation by Administrative Agent pursuant to the terms subsection 9.5 of the Credit Agreement, and that with respect to the actions and omissions Agreement shall also constitute notice of resignation as the Administrative Agent hereunder or otherwise relating hereto that do or may affect such Beneficiary, the under this Guaranty; and appointment of a successor Administrative Agent and each of its Related Parties shall be entitled pursuant to all the rights, benefits and immunities conferred under Article IX subsection 9.5 of the Credit AgreementAgreement shall also constitute appointment of a successor Administrative Agent under this Guaranty. Upon the acceptance of any appointment as the Administrative Agent under Section 9.06 subsection 9.5 of the Credit Agreement by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent under this Guaranty, and the retiring or removed Administrative Agent under this Guaranty shall promptly (ai) transfer to such successor Administrative Agent all sums held hereunder, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under this Guaranty, and (bii) take such other actions as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent of the rights created hereunder, whereupon such retiring Administrative Agent shall be discharged from its duties and obligations under this Guaranty. After any retiring Administrative Agent’s resignation hereunder as the Administrative Agent, the provisions of this Guaranty shall inure to its benefits as to any actions taken or omitted to be taken by it under this Guaranty while it was the Administrative Agent hereunder.

Administrative Agent as Agent. (a) The Administrative Agent has been appointed to act as Administrative Agent hereunder by the Secured Parties. The Administrative 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, solely in accordance with this Guaranty and the Credit Agreement; provided that the Administrative Agent shall exercise, or refrain from exercising, any remedies under or with respect to this Guaranty hereunder in accordance with the instructions of (i) the Required Requisite Lenders or (ii) after payment in full of all LendersObligations then due and payable under the Credit Agreement and the other Loan Documents, the holders of a majority of the aggregate notional amount (or, with respect to any Rate Protection Agreement that has been terminated in accordance with its terms, the amount then due and payable (exclusive of expenses and similar payments but including any early termination payments then due) under such Rate Protection Agreement) under all Rate Protection Agreements (the Requisite Lenders or, if applicable, such holders being referred to herein as the case "Requisite Obligees"). In furtherance of the foregoing provisions of this subsection 3.14, each counterparty to a Rate Protection Agreement, by its acceptance of the benefits hereof, agrees that it shall have no right individually to enforce this Guaranty, it being understood and agreed by such that all rights and remedies hereunder may be, be exercised solely by the Administrative Agent for the benefit of Secured Parties in accordance with the terms of this subsection 3.14. (b) The Administrative Agent shall at all times be the same Person that is the Administrative Agent under the Credit Agreement. Each Beneficiary not a party Written notice of resignation by the Administrative Agent pursuant to subsection 9.5 of the Credit Agreement that obtains shall also constitute notice of resignation as the benefit of Administrative Agent under this Guaranty shall be deemed to have acknowledged and accepted the appointment Guaranty; removal of the Administrative Agent pursuant to the terms subsection 9.5 of the Credit Agreement, and that with respect to the actions and omissions of Agreement shall also constitute removal as the Administrative Agent hereunder or otherwise relating hereto that do or may affect such Beneficiary, the under this Guaranty; and appointment of a successor Administrative Agent and each of its Related Parties shall be entitled pursuant to all the rights, benefits and immunities conferred under Article IX subsection 9.5 of the Credit AgreementAgreement shall also constitute appointment of a successor Administrative Agent under this Guaranty. Upon the acceptance of any appointment as the Administrative Agent under Section 9.06 subsection 9.5 of the Credit Agreement by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent under this Guaranty, and the retiring or removed Administrative Agent under this Guaranty shall promptly (ai) transfer to such successor Administrative Agent all sums held hereunder, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under this Guaranty, and (bii) take such other actions as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent of the rights created hereunder, whereupon such retiring or removed Administrative Agent shall be discharged from its duties and obligations under this Guaranty. After any retiring or removed Administrative Agent’s 's resignation or removal hereunder as the Administrative Agent, the provisions of this Guaranty shall inure to its benefits benefit as to any actions taken or omitted to be taken by it under this Guaranty while it was the Administrative Agent hereunder.

Administrative Agent as Agent. (a) Credit Suisse First Boston has been appointed to act as Administrative Agent hereunder by the Lenders and, by their acceptance of the benefits hereof, the other Secured Parties. The Administrative 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 actionaction (including the release or substitution of Collateral), solely in accordance with this Guaranty Security Agreement and the Credit Agreement; , provided that the Administrative Agent shall exercise, or refrain from exercising, any remedies under or with respect to this Guaranty provided for in Section 5 in accordance with the instructions of the (i) Required Lenders or (ii) after the termination of this Security Agreement. In furtherance of the foregoing provisions of this Section 7(a), 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 Lenders, as rights and remedies hereunder may be exercised solely by the case may be, Administrative Agent for the ratable benefit of the Lenders and Secured Parties in accordance with the terms of this Section 7(a). (b) The Administrative Agent shall at all times be the same Person that is the Administrative Agent under the Credit Agreement. Each Beneficiary not a party to the Credit Agreement that obtains the benefit Written notice of this Guaranty shall be deemed to have acknowledged and accepted the appointment of resignation by the Administrative Agent pursuant to the terms Section 12.9 of the Credit Agreement shall also constitute notice of resignation as Administrative Agent under this Security Agreement, and that with respect to the actions and omissions ; removal of the Administrative Agent hereunder or otherwise relating hereto that do or may affect such Beneficiary, the shall also constitute removal as Administrative Agent under this Security Agreement; and each appointment of its Related Parties shall be entitled a successor Administrative Agent pursuant to all the rights, benefits and immunities conferred under Article IX Section 12.9 of the Credit Agreement shall also constitute appointment of a successor Administrative Agent under this Security Agreement. Upon the acceptance of any appointment as the Administrative Agent under Section 9.06 12.9 of the Credit Agreement by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent under this GuarantySecurity Agreement, and the retiring or removed Administrative Agent under this Guaranty Security Agreement shall promptly (ai) transfer to such successor Administrative Agent all sums 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 Administrative Agent under this GuarantySecurity Agreement, and (bii) execute and deliver to such successor Administrative Agent such amendments to financing statements and take such other actions actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent of the rights Security Interests created hereunder, whereupon such retiring or removed Administrative Agent shall be discharged from its duties and obligations under this GuarantySecurity Agreement. After any retiring or removed Administrative Agent’s 's resignation or removal hereunder as the Administrative Agent, the provisions of this Guaranty Security Agreement shall inure to its benefits benefit as to any actions taken or omitted to be taken by it under this Guaranty Security Agreement while it was the Administrative Agent hereunder. (c) The Administrative Agent shall not be deemed to have any duty whatsoever with respect to any Secured Party that is a counterparty to a Hedge Agreement the obligations under which constitute Obligations, until it shall have received written notice in form and substance satisfactory to the Administrative Agent from a Grantor or any such Secured Party as to the existence and terms of the applicable Hedge Agreement.

Administrative Agent as Agent. (a) The Administrative Agent has been appointed to act as Administrative Agent hereunder by the Secured Parties. The Administrative 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, solely in accordance with this Guaranty and the Credit AgreementLoan Documents; provided that the Administrative Agent shall exercise, or refrain from exercising, any remedies under or with respect to this Guaranty hereunder in accordance with the instructions of the Required Lenders or Lenders. In furtherance of the foregoing provisions of this Section 3.14, each Secured Party, by its acceptance of the benefits hereof, agrees that, except to the extent specifically provided herein, it shall have no right individually to enforce this Guaranty, it being understood and agreed by such that all Lenders, as rights and remedies hereunder may be exercised solely by the case may be, Administrative Agent for the benefit of the Secured Parties in accordance with the terms of this Section 3.14. (b) The Administrative Agent shall at all times be the same Person that is the Administrative Agent under the Credit Agreement. Each Beneficiary not a party Written notice of resignation by the Administrative Agent pursuant to the terms of the Credit Agreement that obtains shall also constitute notice of resignation as the benefit of Administrative Agent under this Guaranty shall be deemed to have acknowledged and accepted the appointment Guaranty; removal of the Administrative Agent pursuant to the terms of the Credit Agreement, and that with respect to the actions and omissions of Agreement shall also constitute removal as the Administrative Agent hereunder or otherwise relating hereto that do or may affect such Beneficiary, the under this Guaranty; and appointment of a successor Administrative Agent and each of its Related Parties shall be entitled pursuant to all the rights, benefits and immunities conferred under Article IX terms of the Credit AgreementAgreement shall also constitute appointment of a successor Administrative Agent under this Guaranty. Upon the acceptance of any appointment as the Administrative Agent under Section 9.06 the terms of the Credit Agreement by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent under this Guaranty, and the retiring or removed Administrative Agent under this Guaranty shall promptly (ai) transfer to such successor Administrative Agent all sums held hereunder, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under this Guaranty, and (bii) take such other actions as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent of the rights created hereunder, whereupon such retiring or removed Administrative Agent shall be discharged from its duties and obligations under this Guaranty. After any retiring or removed Administrative Agent’s resignation or removal hereunder as the Administrative Agent, the provisions of this Guaranty shall inure to its benefits benefit as to any actions taken or omitted to be taken by it under this Guaranty while it was the Administrative Agent hereunder.

Administrative Agent as Agent. (a) The Administrative Agent has been appointed to act as Administrative Agent hereunder by the Secured Parties. The Administrative 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, solely in accordance with this Guaranty and the Credit Agreement; provided PROVIDED that the Administrative Agent shall exercise, or refrain from exercising, any remedies under or with respect to this Guaranty hereunder in accordance with the instructions of the Required (i) Requisite Lenders or (ii) after payment in full of all LendersObligations then due and payable under the Credit Agreement and the other Loan Documents, the holders of a majority of the aggregate notional amount (or, with respect to any Rate Protection Agreement that has been terminated in accordance with its terms, the amount then due and payable (exclusive of expenses and similar payments but including any early termination payments then due) under such Rate Protection Agreement) under all Rate Protection Agreements (Requisite Lenders or, if applicable, such holders being referred to herein as "REQUISITE OBLIGEES"). In furtherance of the case foregoing provisions of this subsection 3.14, each Interest Rate Exchanger, by its acceptance of the benefits hereof, agrees that it shall have no right individually to enforce this Guaranty, it being understood and agreed by such Interest Rate Exchanger that all rights and remedies hereunder may be, be exercised solely by the Administrative Agent for the benefit of Secured Parties in accordance with the terms of this subsection 3.14. (b) Administrative Agent shall at all times be the same Person that is Administrative Agent under the Credit Agreement. Each Beneficiary not a party Written notice of resignation by the Administrative Agent pursuant to subsection 10.5 of the Credit Agreement that obtains the benefit shall also constitute notice of resignation as Administrative Agent under this Guaranty shall be deemed to have acknowledged and accepted the appointment Guaranty; removal of the Administrative Agent pursuant to the terms subsection 9.5 of the Credit Agreement, and that with respect to the actions and omissions of the Agreement shall also constitute removal as Administrative Agent hereunder or otherwise relating hereto that do or may affect such Beneficiary, the under this Guaranty; and appointment of a successor Administrative Agent and each of its Related Parties shall be entitled pursuant to all the rights, benefits and immunities conferred under Article IX subsection 9.5 of the Credit AgreementAgreement shall also constitute appointment of a successor Administrative Agent under this Guaranty. Upon the acceptance of any appointment as the Administrative Agent under Section 9.06 subsection 9.5 of the Credit Agreement by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent under this Guaranty, and the retiring or removed Administrative Agent under this Guaranty shall promptly (ai) transfer to such successor Administrative Agent all sums held hereunder, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under this Guaranty, and (bii) take such other actions as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent of the rights created hereunder, whereupon such retiring or removed Administrative Agent shall be discharged from its duties and obligations under this Guaranty. After any retiring or removed Administrative Agent’s 's resignation or removal hereunder as the Administrative Agent, the provisions of this Guaranty shall inure to its benefits benefit as to any actions taken or omitted to be taken by it under this Guaranty while it was the Administrative Agent hereunder.

Administrative Agent as Agent. (a) JPMorgan Chase Bank has been appointed to act as Administrative Agent hereunder by the Lenders and, by their acceptance of the benefits hereof, the other Secured Parties. The Administrative 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 actionaction (including the release or substitution of Collateral), solely in accordance with this Guaranty Security Agreement and the Credit Agreement; , provided that the Administrative Agent shall exercise, or refrain from exercising, any remedies under or with respect to this Guaranty provided for in Section 5 in accordance with the instructions of the (i) Required Lenders or (ii) after the termination of this Security Agreement. In furtherance of the foregoing provisions of this subsection 7(a), 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 Lenders, as rights and remedies hereunder may be exercised solely by the case may be, Administrative Agent for the ratable benefit of the Lenders and Secured Parties in accordance with the terms of this subsection 7(a). (b) The Administrative Agent shall at all times be the same Person that is the Administrative Agent under the Credit Agreement. Each Beneficiary not a party to the Credit Agreement that obtains the benefit Written notice of this Guaranty shall be deemed to have acknowledged and accepted the appointment of resignation by the Administrative Agent pursuant to the terms subsection 12.9 of the Credit Agreement shall also constitute notice of resignation as Administrative Agent under this Security Agreement, and that with respect to the actions and omissions ; removal of the Administrative Agent hereunder or otherwise relating hereto that do or may affect such Beneficiary, the shall also constitute removal as Administrative Agent under this Security Agreement; and each appointment of its Related Parties shall be entitled a successor Administrative Agent pursuant to all the rights, benefits and immunities conferred under Article IX subsection 12.9 of the Credit Agreement shall also constitute appointment of a successor Administrative Agent under this Security Agreement. Upon the acceptance of any appointment as the Administrative Agent under Section 9.06 subsection 12.9 of the Credit Agreement by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent under this GuarantySecurity Agreement, and the retiring or removed Administrative Agent under this Guaranty Security Agreement shall promptly (ai) transfer to such successor Administrative Agent all sums 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 Administrative Agent under this GuarantySecurity Agreement, and (bii) execute and deliver to such successor Administrative Agent such amendments to financing statements and take such other actions actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent of the rights Security Interests created hereunder, whereupon such retiring or removed Administrative Agent shall be discharged from its duties and obligations under this GuarantySecurity Agreement. After any retiring or removed Administrative Agent’s 's resignation or removal hereunder as the Administrative Agent, the provisions of this Guaranty Security Agreement shall inure to its benefits benefit as to any actions taken or omitted to be taken by it under this Guaranty Security Agreement while it was the Administrative Agent hereunder. (c) The Administrative Agent shall not be deemed to have any duty whatsoever with respect to any Secured Party that is a counterparty to a Hedge Agreement the obligations under which constitute Obligations, until it shall have received written notice in form and substance satisfactory to the Administrative Agent from a Grantor or any such Secured Party as to the existence and terms of the applicable Hedge Agreement.

Administrative Agent as Agent. (a) The Administrative Agent has been appointed to act as the Administrative Agent hereunder by Lenders and, by their acceptance of the benefits hereof, the Cash Management Banks and Hedge Counterparties. The Administrative 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 actionaction (including, without limitation, the release or substitution of Collateral), solely in accordance with this Guaranty Agreement and the Credit Agreement; provided that the Administrative Agent shall exercise, or refrain from exercising, any remedies under or with respect to this Guaranty provided for in Section 15 hereof in accordance with the instructions of Requisite Obligees. In furtherance of the Required Lenders foregoing provisions of this Section 20(a), each Cash Management Bank and each Hedge Counterparty, 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 Cash Management Bank or Hedge Counterparty that all Lendersrights and remedies hereunder may be exercised solely by the Administrative Agent for the benefit of the Secured Parties in accordance with the terms of this Section 20(a). (b) The Administrative Agent shall at all times be the same Person that is Administrative Agent under the Credit Agreement. Written notice of resignation by Administrative Agent pursuant to subsection 9.5 of the Credit Agreement shall also constitute notice of resignation as the Administrative Agent under this Agreement; and appointment of a successor Administrative Agent pursuant to subsection 9.5 of the Credit Agreement shall also constitute appointment of a successor the Administrative Agent under this Agreement. Upon the acceptance of any appointment as Administrative Agent under subsection 9.5 of the Credit Agreement by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring the Administrative Agent under this Agreement, and the retiring Administrative Agent under this Agreement shall promptly (i) transfer to such successor Administrative 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 Administrative Agent under this Agreement, and (ii) execute and deliver to such successor Administrative 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 Administrative Agent of the security interests created hereunder, whereupon such retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Administrative Agent’s resignation hereunder as the Administrative 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 Administrative Agent hereunder. (c) No Secured Party (other than the Administrative Agent) that obtains the benefit of this Agreement shall have any right to notice of any action or to consent to, direct or object to any action hereunder (including the release, impairment or modification of any Secured Obligations or security therefor) other than in its capacity as a Lender and, in such case, only to the extent expressly provided in the Loan Documents. Notwithstanding any other provision of this Agreement to the contrary, the Administrative Agent shall only be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, the Secured Obligations arising under any Related Credit Arrangement to the extent the Administrative Agent has received written notice of such Obligations, together with such supporting documentation as it may request, from the applicable Cash Management Bank or Hedge Counterparty, as the case may be, in accordance with the terms of the Credit Agreement. Each Beneficiary Secured Party not a party to the Credit Agreement that obtains the benefit of this Guaranty Agreement shall be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of the Credit Agreement, and that with respect to the actions and omissions of the Administrative Agent hereunder or otherwise relating hereto that do or may affect such BeneficiarySecured Party, the Administrative Agent and each of its Related Parties shall be entitled to all the rights, benefits and immunities conferred under Article IX Section 9 of the Credit Agreement. Upon the acceptance of any appointment as the Administrative Agent under Section 9.06 of the Credit Agreement by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent under this Guaranty, and the retiring or removed Administrative Agent under this Guaranty shall promptly (a) transfer to such successor Administrative Agent all sums held hereunder, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under this Guaranty, and (b) take such other actions as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent of the rights created hereunder, whereupon such retiring Administrative Agent shall be discharged from its duties and obligations under this Guaranty. After any retiring Administrative Agent’s resignation hereunder as the Administrative Agent, the provisions of this Guaranty shall inure to its benefits as to any actions taken or omitted to be taken by it under this Guaranty while it was the Administrative Agent hereunder.

Administrative Agent as Agent. (a) The Administrative Agent has been appointed to act as Administrative Agent hereunder by the Secured Parties. The Administrative 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, solely in accordance with this Guaranty and the Credit AgreementLoan Documents; provided that the Administrative Agent shall exercise, or refrain from exercising, any remedies under or with respect to this Guaranty hereunder in accordance with the instructions of the Required Lenders or Lenders. In furtherance of the foregoing provisions of this Section 3.14, each Secured Party, by its acceptance of the benefits hereof, agrees that, except to the extent specifically provided herein, it shall have no right individually to enforce this Guaranty, it being understood and agreed by such that all Lenders, as rights and remedies hereunder may be exercised solely by the case may be, Administrative Agent for the benefit of the Secured Parties in accordance with the terms of this Section 3.14. (b) The Administrative Agent shall at all times be the same Person that is the Administrative Agent under the Credit Agreement. Each Beneficiary not a party Written notice of resignation by the Administrative Agent pursuant to the terms of the Credit Agreement that obtains shall also constitute notice of resignation as the benefit of Administrative Agent under this Guaranty shall be deemed to have acknowledged and accepted the appointment Guaranty; removal of the Administrative Agent pursuant to the terms of the Credit Agreement, and that with respect to the actions and omissions of Agreement shall also constitute removal as the Administrative Agent hereunder or otherwise relating hereto that do or may affect such Beneficiary, the under this Guaranty; and appointment of a successor Administrative Agent and each of its Related Parties shall be entitled pursuant to all the rights, benefits and immunities conferred under Article IX terms of the Credit AgreementAgreement shall also constitute appointment of a successor Administrative Agent under this Guaranty. Upon the acceptance of any appointment as the Administrative Agent under Section 9.06 the terms of the Credit Agreement by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent under this Guaranty, and the retiring or removed Administrative Agent under this Guaranty shall promptly (ai) transfer to such successor Administrative Agent all sums held hereunder, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under this Guaranty, and (b) take such other actions as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent of the rights created hereunder, whereupon such retiring Administrative Agent shall be discharged from its duties and obligations under this Guaranty. After any retiring Administrative Agent’s resignation hereunder as the Administrative Agent, the provisions of this Guaranty shall inure to its benefits as to any actions taken or omitted to be taken by it under this Guaranty while it was the Administrative Agent hereunder.the

Administrative Agent as Agent. (a) Credit Suisse First Boston has been appointed to act as Administrative Agent under the Credit Agreement by the Lenders and, by their acceptance of the benefits hereof, the other Secured Parties. The Administrative 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 actionaction (including the release or substitution of Collateral), solely in accordance with this Guaranty Security Agreement and the Credit Agreement; , provided that the Administrative Agent shall exercise, or refrain from exercising, any remedies under or with respect to this Guaranty provided for in Section 5 in accordance with the instructions of Required Lenders. In furtherance of the Required foregoing provisions of this subsection 7(a), 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 Administrative Agent for the ratable benefit of the Lenders or all Lenders, as the case may be, and Secured Parties in accordance with the terms of this subsection 7(a). (b) The Administrative Agent shall at all times be the same Person that is the Administrative Agent under the Credit Agreement. Each Beneficiary not a party to the Credit Agreement that obtains the benefit Written notice of this Guaranty shall be deemed to have acknowledged and accepted the appointment of resignation by the Administrative Agent pursuant to the terms subsection 12.9 of the Credit Agreement shall also constitute notice of resignation as Administrative Agent under this Security Agreement, and that with respect to the actions and omissions ; removal of the Administrative Agent hereunder or otherwise relating hereto that do or may affect such Beneficiary, the shall also constitute removal as Administrative Agent under this Security Agreement; and each appointment of its Related Parties shall be entitled a successor Administrative Agent pursuant to all the rights, benefits and immunities conferred under Article IX subsection 12.9 of the Credit Agreement shall also constitute appointment of a successor Administrative Agent under this Security Agreement. Upon the acceptance of any appointment as the Administrative Agent under Section 9.06 subsection 12.9 of the Credit Agreement by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent under this GuarantySecurity Agreement, and the retiring or removed Administrative Agent under this Guaranty Security Agreement shall promptly (ai) transfer to such successor Administrative Agent all sums 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 Administrative Agent under this GuarantySecurity Agreement, and (bii) execute and deliver to such successor Administrative Agent or otherwise authorize the filing of such amendments to financing statements and take such other actions actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent of the rights Security Interests created hereunder, whereupon such retiring or removed Administrative Agent shall be discharged from its duties and obligations under this GuarantySecurity Agreement. After any retiring or removed Administrative Agent’s resignation or removal hereunder as the Administrative Agent, the provisions of this Guaranty Security Agreement shall inure to its benefits benefit as to any actions taken or omitted to be taken by it under this Guaranty Security Agreement while it was the Administrative Agent hereunder. (c) The Administrative Agent shall not be deemed to have any duty whatsoever with respect to any Secured Party that is a counterparty to a Hedge Agreement the obligations under which constitute Obligations, until it shall have received written notice in form and substance satisfactory to the Administrative Agent from a Grantor or any such Secured Party as to the existence and terms of the applicable Hedge Agreement.