Common use of Authority of Collateral Agent Clause in Contracts

Authority of Collateral Agent. (a) Each Grantor acknowledges that the rights and responsibilities of the Collateral Agent under this Agreement with respect to any action taken by the Collateral Agent or the exercise or non-exercise by the Collateral Agent of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Agreement shall, as among the Collateral Agent and the Holders, be governed by the Indenture and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Collateral Agent and the Grantors, the Collateral Agent shall be conclusively presumed to be acting as agent for the Collateral Agent and the other Secured Parties with full and valid authority so to act or refrain from acting, and no Grantor shall be under any obligation, or entitlement, to make any inquiry respecting such authority. (b) By acceptance of the benefits of this Agreement and any other Security Document, each Secured Party (whether or not a signatory hereto) shall be deemed irrevocably (i) to consent to the appointment of the Collateral Agent as its agent hereunder and under such other Security Document, (ii) to confirm that the Collateral Agent shall have the authority to act as the agent of such Secured Party for the enforcement of any provisions of this Agreement and such other Security Documents against any Grantor, the exercise of remedies hereunder or thereunder and the giving or withholding of any consent or approval hereunder or thereunder relating to any Collateral or any Grantor’s obligations with respect thereto, and (iii) to agree to be bound by the terms of this Agreement and any other Security Documents.

Authority of Collateral Agent. (a) Each Grantor acknowledges that the rights and responsibilities of the Collateral Agent under this Agreement with respect to any action taken by the Collateral Agent or the exercise or non-exercise by the Collateral Agent of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Agreement shall, as among between the Collateral Agent and the HoldersLenders, be governed by the Indenture Credit Agreement and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Collateral Agent and the Grantors, the Collateral Agent shall be conclusively presumed to be acting as agent for the Collateral Agent Lenders and the other Secured Parties with full and valid authority so to act or refrain from acting, and no Grantor or other Person (except a Lender) shall be under any obligation, or entitlement, to make any inquiry respecting such authority. (b) By . Notwithstanding any other provision herein or in any Loan Document, the only duty or responsibility of the Collateral Agent to any Qualified Counterparty or to any Foreign Currency L/C Issuing Lender, in its capacity as such, under this Agreement is the duty to remit to such Qualified Counterparty or such Foreign Currency L/C Issuing Lender any amounts to which it is entitled pursuant to Section 6.5. In addition, by acceptance of the benefits of this Agreement and any other Security Documenthereof, each Secured Party (whether or that is not a signatory hereto) shall be deemed irrevocably (i) to consent to the appointment of the Collateral Agent as its agent hereunder and under such other Security Document, (ii) to confirm that the Collateral Agent shall have the authority to act as the agent of such Secured Party for the enforcement of any provisions of this Agreement and such other Security Documents against any Grantor, the exercise of remedies hereunder or thereunder and the giving or withholding of any consent or approval hereunder or thereunder relating to any Collateral or any Grantor’s obligations with respect thereto, and (iii) to agree Lender agrees to be bound by Sections 9.15(b) and 9.19 of the terms of this Credit Agreement with the same force and any other Security Documentseffect as if originally named therein as a Lender.

Authority of Collateral Agent. (a) Each Grantor Obligor acknowledges that the rights and responsibilities of the Collateral Agent under this Agreement with respect to any action taken by the Collateral Agent or the exercise or non-exercise nonexercise by the Collateral Agent of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Agreement shall, as among the Collateral Agent and the HoldersSecured Parties, be governed by the Indenture Credit Agreement and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Collateral Agent and the GrantorsObligors, the Collateral Agent shall be conclusively presumed to be acting as agent for the Collateral Agent and the other Secured Parties with full and valid authority so to act or refrain from acting, and no Grantor Obligor shall be under any obligation, or entitlement, to make any inquiry respecting such authority. (b) By . The Collateral Agent has been appointed to act as Collateral Agent hereunder by the Lenders and, by their acceptance of the benefits hereof, the other Secured Parties. The Collateral 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 the release or substitution of Collateral), solely in accordance with this Agreement and any the other Security Document, each Secured Party (whether or not a signatory hereto) shall be deemed irrevocably (i) to consent to the appointment of the Collateral Agent as its agent hereunder and under such other Security Document, (ii) to confirm that the Collateral Agent shall have the authority to act as the agent of such Secured Party for the enforcement of any provisions of this Agreement and such other Security Documents against any Grantor, the exercise of remedies hereunder or thereunder and the giving or withholding of any consent or approval hereunder or thereunder relating to any Collateral or any Grantor’s obligations with respect thereto, and (iii) to agree to be bound by the terms of this Agreement and any other Security Loan Documents.

Authority of Collateral Agent. (a) Each Grantor acknowledges that the rights and responsibilities of the Collateral Agent under this Agreement with respect to any action taken by the Collateral Agent or the exercise or non-exercise by the Collateral Agent of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Agreement shall, as among between the Collateral Agent and the Holdersother Priority Lien Secured Parties, be governed by the Indenture Collateral Agency Agreement and the Priority Lien Documents and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Collateral Agent and the Grantors, the Collateral Agent shall be conclusively presumed to be acting as agent for the Collateral Agent and the other Priority Lien Secured Parties with full and valid authority so to act or refrain from acting, and no Grantor shall be under any obligation, or entitlement, to make any inquiry respecting such authority. (b) By The provisions of Articles 3, 5 and 6 of the Collateral Agency Agreement are incorporated herein by reference. Each Priority Lien Secured Party, by its acceptance of the benefits of this Agreement and hereof, agrees that it shall have no right individually to realize upon any other Security Document, each Secured Party (whether or not a signatory hereto) shall be deemed irrevocably (i) to consent to the appointment of the Collateral Agent as its agent hereunder, it being understood and agreed by such Priority Lien Secured Party that all rights and remedies hereunder and under such other Security Document, (ii) to confirm that may be exercised solely by the Collateral Agent shall have the authority to act as the agent of such Secured Party for the enforcement benefit of any provisions of this Agreement and such other Security Documents against any Grantor, the exercise of remedies hereunder or thereunder and the giving or withholding of any consent or approval hereunder or thereunder relating to any Collateral or any Grantor’s obligations Priority Lien Secured Parties in accordance with respect thereto, and (iii) to agree to be bound by the terms of this Agreement and the Collateral Agency Agreement. To the extent permitted by applicable law, each Priority Lien Secured Party authorizes the Collateral Agent to credit bid all or any other Security Documentspart of the Priority Lien Obligations held by it.

Authority of Collateral Agent. (a) Each Grantor acknowledges that the rights and responsibilities of the Collateral Agent under this Agreement with respect to any action taken by the Collateral Agent or the exercise or non-exercise by the Collateral Agent of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Agreement shall, as among between the Collateral Agent and the HoldersLenders, be governed by the Indenture Credit Agreement and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Collateral Agent and the Grantors, the Collateral Agent shall be conclusively presumed to be acting as agent for the Collateral Agent Lenders and the other Secured Parties with full and valid authority so to act or refrain from acting, and no Grantor or other Person (except a Lender) shall be under any obligation, or entitlement, to make any inquiry respecting such authority. (b) By . Notwithstanding any other provision herein or in any Loan Document, the only duty or responsibility of the Collateral Agent to any Qualified Counterparty, any Cash Management Bank or to any Foreign Currency L/C Issuing Lender, in its capacity as such, under this Agreement is the duty to remit to such Qualified Counterparty, such Cash Management Bank or such Foreign Currency L/C Issuing Lender any amounts to which it is entitled pursuant to Section 6.5. In addition, by acceptance of the benefits of this Agreement and any other Security Documenthereof, each Secured Party (whether or that is not a signatory hereto) shall be deemed irrevocably (i) to consent to the appointment of the Collateral Agent as its agent hereunder and under such other Security Document, (ii) to confirm that the Collateral Agent shall have the authority to act as the agent of such Secured Party for the enforcement of any provisions of this Agreement and such other Security Documents against any Grantor, the exercise of remedies hereunder or thereunder and the giving or withholding of any consent or approval hereunder or thereunder relating to any Collateral or any Grantor’s obligations with respect thereto, and (iii) to agree Lender agrees to be bound by Sections 9.15(b) and 9.19 of the terms Credit Agreement with the same force and effect as if originally named therein as a Lender.” SECTION 4.5 Section 8.15(c) of this the Guarantee and Collateral Agreement is amended and any other Security Documents.restated to include reference to Cash Management Banks and read as follows:

Authority of Collateral Agent. (a) The Collateral Agent shall have and be entitled to exercise all powers hereunder that are specifically granted to Collateral Agent by the terms hereof, together with such powers as are reasonably incidental thereto. The Collateral Agent may perform any of its duties hereunder or in connection with the Collateral by or through agents or employees and shall be entitled to retain counsel and to act in reliance upon the advice of counsel concerning all such matters. Neither the Collateral Agent nor any director, officer, employee, attorney or agent of the Collateral Agent shall be responsible for the validity, effectiveness or sufficiency hereof or of any document or security furnished pursuant hereto. The Collateral Agent and its directors, officers, employees, attorneys and agents shall be entitled to rely on any communication, instrument or document reasonably believed by it or them to be genuine and correct and to have been signed or sent by the proper person or persons. Each Grantor Assignor acknowledges that the rights and responsibilities of the Collateral Agent under this Agreement with respect to any action taken by the Collateral Agent or the exercise or non-exercise by the Collateral Agent of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Agreement shall, as among between the Collateral Agent and the HoldersHolders of the Senior Secured Notes, be governed by the Indenture and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Collateral Agent and the GrantorsAssignor, the Collateral Agent shall be conclusively presumed to be acting as agent for the Collateral Agent and Holders of the other Senior Secured Parties Notes with full and valid authority so to act or refrain from acting, and no Grantor Assignor shall not be under any obligation, obligated or entitlement, entitled to make any inquiry respecting such authority. (b) By acceptance of the benefits of this Agreement and any other Security Document, each Secured Party (whether or not a signatory hereto) shall be deemed irrevocably (i) to consent to the appointment of the Collateral Agent as its agent hereunder and under such other Security Document, (ii) to confirm that the Collateral Agent shall have the authority to act as the agent of such Secured Party for the enforcement of any provisions of this Agreement and such other Security Documents against any Grantor, the exercise of remedies hereunder or thereunder and the giving or withholding of any consent or approval hereunder or thereunder relating to any Collateral or any Grantor’s obligations with respect thereto, and (iii) to agree to be bound by the terms of this Agreement and any other Security Documents.

Authority of Collateral Agent. (a) Each Grantor acknowledges that the rights and responsibilities of the Collateral Agent under this Agreement with respect to any action taken by the Collateral Agent or the exercise or non-exercise by the Collateral Agent of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Agreement shall, as among between the Collateral Agent and the Holdersother Secured Parties, be governed by the Indenture and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Collateral Agent and the Grantors, the Collateral Agent shall be conclusively presumed to be acting as agent for the Collateral Agent and the other Secured Parties with full and valid authority so to act or refrain from acting, and no Grantor shall be under any obligation, or entitlement, to make any inquiry respecting such authority. . As among the Noteholders, the Trustee and the Collateral Agent, (ba) By acceptance of the benefits of this Agreement and any other Security Document, each Secured Party (whether or not a signatory hereto) shall be deemed irrevocably (i) to consent to the appointment Collateral Agent will hold all items of the Collateral Agent as its agent hereunder and at any time received under such other Security Document, (ii) to confirm that the Collateral Agent shall have the authority to act as the agent of such Secured Party for the enforcement of any provisions of this Agreement and such other Security Documents against any Grantor, the exercise of remedies hereunder or thereunder and the giving or withholding of any consent or approval hereunder or thereunder relating to any Collateral or any Grantor’s obligations in accordance with respect thereto, and (iii) to agree to be bound by the terms of this Agreement and the Indenture and (b) by accepting the benefits of this Agreement, each Noteholder and the Trustee acknowledges and agrees that (1) the obligations of the Collateral Agent as holder of the Collateral and any interests therein and with respect to any disposition of any of the Collateral or any interest therein, are only those obligations expressly set forth in this Agreement and the Indenture, and (2) this Agreement may be enforced only by the action of the Collateral Agent and that no other Security DocumentsSecured Party shall have any right individually to seek to enforce or to enforce this Agreement, it being understood and agreed that such rights and remedies may be exercised by the Collateral Agent, for the benefit of the Secured Parties, upon the terms of this Agreement and the Indenture.