Common use of Secured Party as Agent Clause in Contracts

Secured Party as Agent. (a) Secured Party has been appointed to act as Secured Party hereunder by Banks and, by their acceptance of the benefits hereof, Derivative/FX Lenders. Secured Party shall be obligated, and shall have the right hereunder, to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any action (including without limitation the release or substitution of Collateral), solely in accordance with this Agreement and the Credit Agreement; provided that Secured Party shall exercise, or refrain -------- from exercising, any remedies provided for in Section 15 hereof in accordance with the instructions of (i) Majority Banks, or (ii) after payment in full of all Obligations under the Credit Agreement and the other Loan Documents, the cancellation or expiration of all Lender Bridge Letters of Credit and the termination of the Commitments, (A) the holders of a majority of the aggregate notional amount under all Lender Derivative/FX Contracts (including Lender Derivative/FX Contracts that have been terminated) or (B) if all Lender Derivative/FX Contracts have been terminated in accordance with their terms, the aggregate amount then due and payable (exclusive of expenses and similar payments but including any early termination payments then due) under such Lender Derivative/FX Contracts (Majority Banks or, if applicable, such holders being referred to herein as "Requisite Obligees"). In furtherance of the ------------------ foregoing provisions of this Section 20(a), each Derivative/FX Lender, 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 Derivative/FX Lender that all rights and remedies hereunder may be exercised solely by Secured Party for the benefit of Banks and Derivative/FX Lenders in accordance with the terms of this Section 20(a).

Secured Party as Agent. (a) Secured Party has been appointed to act as Secured Party hereunder by Banks Lenders and, by their acceptance of the benefits hereof, Derivative/FX LendersInterest Rate Hedgers. Secured Party shall be obligated, and shall have the right hereunder, to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any action (including without limitation the release or substitution of Collateral), solely in accordance with this Agreement and the Credit Agreement; provided that Secured Party shall exercise, or refrain -------- from exercising, any remedies provided for in Section 15 hereof 16 in accordance with the instructions of (i) Majority Banks, the Required Lenders or (ii) after payment in full of all Obligations under the Credit Agreement and the other Loan Documents, the cancellation or expiration of all Lender Bridge Letters of Credit and the termination of the Commitments, (A) the holders of a majority of the aggregate notional amount under all Lender Derivative/FX Contracts Hedging Agreements (including Lender Derivative/FX Contracts Hedging Agreements that have been terminated) or (B) if all Lender Derivative/FX Contracts Hedging Agreements have been terminated in accordance with their terms, the aggregate amount then due and payable (exclusive of expenses and similar payments but including any early termination payments then due) under such Lender Derivative/FX Contracts Hedging Agreements (Majority Banks Required Lenders or, if applicable, such holders being referred to herein as "Requisite Obligees"). In furtherance of the ------------------ foregoing provisions of this Section 20(a21(a), each Derivative/FX LenderInterest Rate Xxxxxx, 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 Derivative/FX Lender Interest Rate Xxxxxx that all rights and remedies hereunder may be exercised solely by Secured Party for the benefit of Banks Lenders and Derivative/FX Lenders Interest Rate Hedgers in accordance with the terms of this Section 20(a21(a).

Secured Party as Agent. (a) Secured Party has been appointed to act as Secured Party hereunder by Banks Lenders and, by their acceptance of the benefits hereof, Derivative/FX LendersHedge Providers. Secured Party shall be obligated, and shall have the right hereunder, to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any action (including without limitation the release or substitution of Collateral), solely in accordance with this Agreement and the Credit Agreement; provided that Secured Party shall exercise, or refrain -------- from exercising, any remedies provided for in Section 15 hereof 16 in accordance with the instructions of (i) Majority Banks, Requisite Lenders or (ii) after payment in full of all Obligations under the Credit Agreement and the other Loan Documents, the cancellation or expiration of all Lender Bridge Letters of Credit and the termination of the Commitments, (A) the holders of a majority of the aggregate notional amount under all Lender Derivative/FX Contracts Hedge Agreements (including Lender Derivative/FX Contracts Hedge Agreements that have been terminated) or (B) if all Lender Derivative/FX Contracts Hedge Agreements have been terminated in accordance with their terms, the aggregate amount then due and payable (exclusive of expenses and similar payments but including any early termination payments then due) under such Lender Derivative/FX Contracts Hedge Agreements (Majority Banks Requisite Lenders or, if applicable, such holders being referred to herein as "Requisite ObligeesREQUISITE OBLIGEES"). In furtherance of the ------------------ foregoing provisions of this Section 20(a21(a), each Derivative/FX LenderHedge Provider, 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 Derivative/FX Lender Hedge Provider that all rights and remedies hereunder may be exercised solely by Secured Party for the benefit of Banks Lenders and Derivative/FX Lenders Hedge Providers in accordance with the terms of this Section 20(a21(a).

Secured Party as Agent. (a) Secured Party has been appointed to act as Secured Party hereunder Administrative Agent by Banks Agents, Lenders and, by their acceptance of the benefits hereof, Derivative/FX LendersInterest Rate Exchangers. Secured Party 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 including, without limitation limitation, the release or substitution of Pledged Collateral), solely in accordance with this Agreement and the Credit Agreement; provided that Secured Party shall exercise, or refrain -------- from exercising, any remedies provided for in Section 15 hereof 11 in accordance with XVIII-11 the instructions of (i) Majority Banks, Requisite Lenders or (ii) after payment in full of all Obligations under the Credit Agreement and the other Loan DocumentsDocuments and subject to the payment of agreed fees, the cancellation or expiration of all Lender Bridge Letters of Credit and the termination of the Commitments, (A) the holders of a majority of the aggregate notional amount under all (or, with respect to any Lender Derivative/FX Contracts (including Lender Derivative/FX Contracts Interest Rate Agreement that have been terminated) or (B) if all Lender Derivative/FX Contracts have has been terminated in accordance with their its terms, the aggregate amount then due and payable (exclusive of expenses and similar payments but including any early termination payments then due) under such Lender Derivative/FX Contracts Interest Rate Agreement) under all Lender Interest Rate Agreements (Majority Banks Requisite Lenders or, if applicable, such holders being referred to herein as "Requisite Obligees"). In furtherance of the ------------------ foregoing provisions of this Section 20(a15(a), each Derivative/FX LenderInterest Rate Exchanger, by its acceptance of the benefits hereof, agrees that it shall have no right individually to realize upon any of the Pledged Collateral hereunder, it being understood and agreed by such Derivative/FX Lender Interest Rate Exchanger that all rights and remedies hereunder may be exercised solely by Secured Party for the benefit of Banks Agents, Lenders and Derivative/FX Lenders Interest Rate Exchangers in accordance with the terms of this Section 20(a15(a).

Secured Party as Agent. (a) Secured Party has been appointed to act as Secured Party hereunder by Banks Lenders and, by their acceptance of the benefits hereof, Derivative/FX LendersHedge Agreement Counterparties. Secured Party shall be obligated, and shall have the right hereunder, to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any action (including without limitation the release or substitution of Collateral), solely in accordance with this Agreement and the Credit Agreement; provided that Secured Party shall exercise, or refrain -------- from exercising, any remedies provided for in Section 15 hereof 11 in accordance with the instructions of (i) Majority BanksRequisite Lenders, or (ii) after payment in full of all Obligations under the Credit Agreement and the other Loan Documents, the cancellation or expiration of all Lender Bridge Letters of Credit and the termination of the Commitments, (A) the holders of a majority of the aggregate notional amount under all Lender Derivative/FX Contracts Secured Hedge Agreements (including Lender Derivative/FX Contracts without limitation Secured Hedge Agreements that have been terminated) or (Biii) if all Lender Derivative/FX Contracts Hedge Agreement Agreements have been terminated in accordance with their terms, the aggregate amount then due and payable (exclusive of expenses and similar payments but including any early termination payments then due) under such Lender Derivative/FX Contracts Secured Hedge Agreements (Majority Banks Requisite Lenders or, if applicable, such holders being referred to herein as "“Requisite Obligees"”). In furtherance of the ------------------ foregoing provisions of this Section 20(a15(a), each Derivative/FX LenderHedge Agreement 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 Derivative/FX Lender Hedge Agreement Counterparty that all rights and Exh. XIII-15 Domestic Pledge Agreement remedies hereunder may be exercised solely by Secured Party for the benefit of Banks Lenders and Derivative/FX Lenders Hedge Agreement Counterparties in accordance with the terms of this Section 20(a15(a).

Secured Party as Agent. (a) Secured Party has been appointed to act as Secured Party hereunder by Banks Lenders and, by their acceptance of the benefits hereof, Derivative/FX LendersInterest Rate Exchangers. Secured Party shall be obligated, and shall have the right hereunder, to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any action (including without limitation the release or substitution of Collateral), solely in accordance with this Agreement and the Credit Agreement; provided that Secured Party shall exercise, or refrain -------- from exercising, any remedies provided for in Section 15 hereof 12 in accordance with the instructions of (i) Majority Banks, Requisite Lenders or (ii) after payment in full of all Obligations under the Credit Agreement and the other Loan Documents, the cancellation or expiration of all Lender Bridge Letters of Credit and the termination of the Commitments, (A) the holders of a majority of the aggregate notional amount under all (or, with respect to any Lender Derivative/FX Contracts (including Lender Derivative/FX Contracts Interest Rate Agreement that have been terminated) or (B) if all Lender Derivative/FX Contracts have has been terminated in accordance with their its terms, the aggregate amount then due and payable (exclusive of expenses and similar payments but including any early termination payments then due) under such Lender Derivative/FX Contracts Interest Rate Agreement) under all Lender Interest Rate Agreements (Majority Banks Requisite Lenders or, if applicable, such holders being referred to herein as "Requisite Obligees"). In furtherance of the ------------------ foregoing provisions of this Section 20(a16(a), each Derivative/FX LenderInterest Rate Exchanger, 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 Derivative/FX Lender Interest Rate Exchanger that all rights and remedies hereunder may be exercised solely by Secured Party for the benefit of Banks Lenders and Derivative/FX Lenders Interest Rate Exchangers in accordance with the terms of this Section 20(a16(a).

Secured Party as Agent. (a) The Secured Party has been appointed to act as the Secured Party hereunder by Banks the Lenders and, by their acceptance of the benefits hereof, Derivative/FX Lendersthe Hedging Counterparties and the Banking Product Providers. The Secured Party 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 including, without limitation limitation, the release or substitution of Collateral), solely in accordance with this Agreement and the Credit Agreementother Loan Documents; provided that the Secured Party shall exercise, or refrain -------- from exercising, any remedies provided for in Section 15 18 hereof in accordance with the instructions of (i) Majority Banksthe Required Lenders, or (ii) after indefeasible payment in full of all Obligations under the Credit Agreement and the other Loan DocumentsObligations, the cancellation or expiration of all Lender Bridge Letters of Credit and the termination of the Commitments, (A) the Secured Party and the holders of a majority of (A) the aggregate notional amount under all Lender Derivative/FX Contracts (including Lender Derivative/FX Contracts that have been terminated) Hedging Arrangements and the aggregate exposure under all Banking Product Arrangements or (B) if all Lender Derivative/FX Contracts Hedging Arrangements and Banking Product Arrangements have been terminated in accordance with their terms, the aggregate amount then due and payable (exclusive of expenses and similar payments but including any early termination payments then due) under such Lender Derivative/FX Contracts (Majority Banks or, if applicable, such holders being referred to herein as "Requisite Obligees")Hedging Arrangements and Banking Product Arrangements. In furtherance of the ------------------ foregoing provisions of this Section 20(a23(a), each Derivative/FX LenderHedging Counterparty and each Banking Product Provider, 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 Derivative/FX Lender Person that all rights and remedies hereunder may be exercised solely by the Secured Party for the benefit of Banks and Derivative/FX Lenders the Lender Parties in accordance with the terms of this Section 20(a23(a).

Secured Party as Agent. (a) Secured Party has been appointed to act as Secured Party hereunder by Banks Lenders and, by their acceptance of the benefits hereof, Derivative/FX LendersInterest Rate Exchangers. Secured Party shall be obligated, and shall have the right hereunder, to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any action (including without limitation the release or substitution of Collateral), solely in accordance with this Agreement and the Credit Agreement; provided that Secured Party shall exercise, or refrain -------- from exercising, any remedies provided for in Section 15 hereof 13 in accordance with the instructions of (i) Majority Banks, Requisite Lenders or (ii) after payment in full of all Obligations under the Credit Agreement and the other Loan Documents, the cancellation or expiration of all Lender Bridge Letters of Credit and the termination of the Commitments, (A) the holders of a majority of the aggregate notional amount under all (or, with respect to any Lender Derivative/FX Contracts (including Lender Derivative/FX Contracts Interest Rate Agreement that have been terminated) or (B) if all Lender Derivative/FX Contracts have has been terminated in accordance with their its terms, the aggregate amount then due and payable (exclusive of expenses and similar payments but including any early termination payments then due) under such Lender Derivative/FX Contracts Interest Rate Agreement) under all Lender Interest Rate Agreements (Majority Banks Requisite Lenders or, if applicable, such holders being referred to herein as "Requisite Obligees"). In furtherance of the ------------------ foregoing provisions of this Section 20(a17(a), each Derivative/FX LenderInterest Rate Exchanger, 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 Derivative/FX Lender Interest Rate Exchanger that all rights and remedies hereunder may be exercised solely by Secured Party for the benefit of Banks Lenders and Derivative/FX Lenders Interest Rate Exchangers in accordance with the terms of this Section 20(a17(a).

Secured Party as Agent. (a) Secured Party has been appointed to act as Secured Party hereunder by Banks Lenders and, by their acceptance of the benefits hereof, Derivative/FX LendersInterest Rate Exchangers. Secured Party shall be obligated, and shall have the right hereunder, to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any action (including without limitation the release or substitution of Collateral), solely in accordance with this Agreement and the Credit Agreement; provided that Secured Party shall exercise, or refrain -------- from exercising, any remedies provided for in Section 15 hereof 16 in accordance with the instructions of (i) Majority Banks, Requisite Lenders or (ii) after payment in full of all Obligations under the Credit Agreement and the other Loan Documents, the cancellation or expiration of all Lender Bridge Letters of Credit and the termination of the Commitments, (A) the holders of a majority of the aggregate notional amount under all (or, with respect to any Lender Derivative/FX Contracts (including Lender Derivative/FX Contracts Interest Rate Agreement that have been terminated) or (B) if all Lender Derivative/FX Contracts have has been terminated in accordance with their its terms, the aggregate amount then due and payable (exclusive of expenses and similar payments but including any early termination payments then due) under such Lender Derivative/FX Contracts Interest Rate Agreement) under all Lender Interest Rate Agreements (Majority Banks Requisite Lenders or, if applicable, such holders being referred to herein as "Requisite ObligeesREQUISITE OBLIGEES"). In furtherance of the ------------------ foregoing provisions of this Section 20(a21(a), each Derivative/FX LenderInterest Rate Exchanger, 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 Derivative/FX Lender Interest Rate Exchanger that all rights and remedies hereunder may be exercised solely by Secured Party for the benefit of Banks Lenders and Derivative/FX Lenders Interest Rate Exchangers in accordance with the terms of this Section 20(a21(a).

Secured Party as Agent. (a) Secured Party has been appointed to act as Secured Party hereunder by Banks Agents, Lenders and, by their acceptance of the benefits hereof, Derivative/FX LendersInterest Rate Exchangers. Secured Party 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 including, without limitation limitation, the release or substitution of Pledged Collateral), solely in accordance with this Agreement and the Credit Agreement; provided that Secured Party shall exercise, or refrain -------- from exercising, any remedies provided for in Section 15 hereof 11 in accordance with the instructions of (i) Majority Banks, Requisite Lenders or (ii) after payment in full of all Obligations under the Credit Agreement and the other Loan DocumentsDocuments and subject to payment of agreed fees, the cancellation or expiration of all Lender Bridge Letters of Credit and the termination of the Commitments, (A) the holders of a majority of the aggregate notional amount under all (or, with respect to any Lender Derivative/FX Contracts (including Lender Derivative/FX Contracts Interest Rate Agreement that have been terminated) or (B) if all Lender Derivative/FX Contracts have has been terminated in accordance with their its terms, the aggregate amount then due and payable (exclusive of expenses and similar payments but including any early termination payments then due) under such Lender Derivative/FX Contracts Interest Rate Agreement) under all Lender Interest Rate Agreements (Majority Banks Requisite Lenders or, if applicable, such holders being referred to herein as "Requisite Obligees"). In furtherance of the ------------------ foregoing provisions of this Section 20(a14(a), each Derivative/FX LenderInterest Rate Exchanger, by its acceptance of the benefits hereof, agrees that it shall have no right individually to realize upon any of the Pledged Collateral hereunder, it being understood and agreed by such Derivative/FX Lender Interest Rate Exchanger that all rights and remedies hereunder may be exercised solely by Secured Party for the benefit of Banks Agents, Lenders and Derivative/FX Lenders Interest Rate Exchangers in accordance with the terms of this Section 20(a14(a).

Secured Party as Agent. (a) Secured Party has been appointed to act as Secured Party hereunder by Banks Lenders and, by their acceptance of the benefits hereof, Derivative/FX LendersInterest Rate Exchangers. Secured Party shall be obligated, and shall have the right hereunder, to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any action (including without limitation the release or substitution of Pledged Collateral), solely in accordance with this Agreement and the Credit Agreement; provided that Secured Party shall exercise, or refrain -------- from exercising, any remedies provided for in Section 15 hereof 11 in accordance with the instructions of (i) Majority Banks, Requisite Lenders or (ii) after payment in full of all Obligations under the Credit Agreement and the other Loan Documents, the cancellation or expiration of all Lender Bridge Letters of Credit and the termination of the Commitments, (A) the holders of a majority of the aggregate notional amount under all (or, with respect to any Lender Derivative/FX Contracts (including Lender Derivative/FX Contracts Interest Rate Agreement that have been terminated) or (B) if all Lender Derivative/FX Contracts have has been terminated in accordance with their its terms, the aggregate amount then due and payable (exclusive of expenses and similar payments but including any early termination payments then due) under such Lender Derivative/FX Contracts Interest Rate Agreement) under all Lender Interest Rate Agreements (Majority Banks Requisite Lenders or, if applicable, such holders being referred to herein as "Requisite Obligees"). In furtherance of the ------------------ foregoing provisions of this Section 20(a15(a), each Derivative/FX LenderInterest Rate Exchanger, by its acceptance of the benefits hereof, agrees that it shall have no right individually to realize upon any of the Pledged Collateral hereunder, it being understood and agreed by such Derivative/FX Lender Interest Rate Exchanger that all rights and remedies hereunder may be exercised solely by Secured Party for the benefit of Banks Lenders and Derivative/FX Lenders Interest Rate Exchangers in accordance with the terms of this Section 20(a15(a).. XI-13

Secured Party as Agent. (a) Secured Party has been appointed to act as Secured Party hereunder by Banks Lenders and, by their acceptance of the benefits hereof, Derivative/FX LendersInterest Rate Exchangers. Secured Party shall be obligated, and shall have the right hereunder, to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any action (including without limitation the release or substitution of Collateral), solely in accordance with this Agreement and the Credit Agreement; provided PROVIDED that Secured Party shall exercise, or refrain -------- from exercising, any remedies provided for in Section 15 hereof SECTION 17 in accordance with the instructions of (i) Majority Banks, Required Lenders or (ii) after payment in full of all Obligations under the Credit Agreement and the other Loan Documents, the cancellation or expiration of all Lender Bridge Letters of Credit and the termination of the Commitments, (A) the holders of a majority of the aggregate notional amount under all Lender Derivative/FX Contracts Interest Rate Agreements (including Lender Derivative/FX Contracts that have been terminated) or (B) if all Lender Derivative/FX Contracts have been terminated in accordance with their terms, the aggregate amount then due and payable (exclusive of expenses and similar payments but including any early termination payments then due) under such Lender Derivative/FX Contracts (Majority Banks Required Lenders or, if applicable, such holders being referred to herein as "Requisite ObligeesREQUISITE OBLIGEES"). In furtherance of the ------------------ foregoing provisions of this Section 20(aSECTION 22(a), each Derivative/FX LenderInterest Rate Exchanger, 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 Derivative/FX Lender Interest Rate Exchanger that all rights and remedies hereunder may be exercised solely by Secured Party for the benefit of Banks Lenders and Derivative/FX Lenders Interest Rate Exchangers in accordance with the terms of this Section 20(aSECTION 22(a).

Secured Party as Agent. (a) Secured Party has been appointed to act as Secured Party hereunder by Banks Lenders and, by their acceptance of the benefits hereof, Derivative/FX LendersHedge Exchangers. Secured Party shall be obligated, and shall have the right hereunder, to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any action (including without limitation the release or substitution of Collateral), solely in accordance with this Agreement and the Credit Agreement; provided that Secured Party shall exercise, or refrain -------- from exercising, any remedies provided for in Section 15 hereof 16 in accordance with the instructions of (i) Majority Banks, Requisite Lenders or (ii) after payment in full of all Obligations under the Credit Agreement and the other Loan Documents, the cancellation or expiration of all Lender Bridge Letters of Credit and the termination of the Commitments, (A) the holders of a majority of the aggregate notional amount under all Lender Derivative/FX Contracts Hedge Agreements (including Lender Derivative/FX Contracts Hedge Agreements that have been terminated) or (B) if all Lender Derivative/FX Contracts Hedge Agreements have been terminated in accordance with their terms, the aggregate amount then due and payable (exclusive of expenses and similar payments but including any early termination payments then due) under such Lender Derivative/FX Contracts Hedge Agreements (Majority Banks Requisite Lenders or, if applicable, such holders being referred to herein as "Requisite Obligees"). In furtherance of the ------------------ foregoing provisions of this Section 20(a21(a), each Derivative/FX LenderHedge Exchanger, 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 Derivative/FX Lender Hedge Exchanger that all rights and remedies hereunder may be exercised solely by Secured Party for the benefit of Banks Lenders and Derivative/FX Lenders Hedge Exchangers in accordance with the terms of this Section 20(a21(a).

Secured Party as Agent. (a) Secured Party has been appointed to act as Secured Party hereunder by Banks Lenders and, by their acceptance of the benefits hereof, Derivative/FX LendersInterest Rate Exchangers. Secured Party shall be obligated, and shall have the right hereunder, to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any action (including without limitation the release or substitution of Collateral), solely in accordance with this Agreement and the Credit Agreement; provided PROVIDED that Secured Party shall exercise, or refrain -------- from exercising, any remedies provided for in Section 15 hereof in accordance with the instructions of (i) Majority Banks, Requisite Lenders or (ii) after payment in full of all Obligations under the Credit Agreement and the other Loan Documents, the cancellation or expiration of all Lender Bridge Letters of Credit and the termination of the Commitments, (A) the holders of a majority of the aggregate notional amount under all (or, with respect to any Lender Derivative/FX Contracts (including Lender Derivative/FX Contracts Interest Rate Agreement that have been terminated) or (B) if all Lender Derivative/FX Contracts have has been terminated in accordance with their its terms, the aggregate amount then due and payable (exclusive of expenses and similar payments but including any early termination payments then due) under such Lender Derivative/FX Contracts Interest Rate Agreement) under all Lender Interest Rate Agreements (Majority Banks Requisite Lenders or, if applicable, such holders being referred to herein as "Requisite ObligeesREQUISITE OBLIGEES"). In furtherance of the ------------------ foregoing provisions of this Section 20(a34(a), each Derivative/FX LenderInterest Rate Exchanger, 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 Derivative/FX Lender Interest Rate Exchanger that all rights and remedies hereunder may be exercised solely by Secured Party for the benefit of Banks Lenders and Derivative/FX Lenders Interest Rate Exchangers in accordance with the terms of this Section 20(a34(a).

Secured Party as Agent. (a) Secured Party has been appointed to act as Secured Party hereunder by Banks Lenders and, by their acceptance of the benefits hereof, Derivative/FX LendersInterest Rate Exchangers. Secured Party 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 including, without limitation limitation, the release or substitution of Collateral), solely in accordance with this Agreement and the Credit Agreement; provided that Secured Party shall exercise, or refrain -------- from exercising, any remedies provided for in Section 15 hereof 17 in accordance with the instructions of (i) Majority Banks, Requisite Lenders or (ii) after payment in full of all Obligations under the Credit Agreement and the other Loan DocumentsDocuments and subject to the payment of agreed fees, the cancellation or expiration of all Lender Bridge Letters of Credit and the termination of the Commitments, (A) the holders of a majority of the aggregate notional amount under all (or, with respect to any Lender Derivative/FX Contracts (including Lender Derivative/FX Contracts Interest Rate Agreement that have been terminated) or (B) if all Lender Derivative/FX Contracts have has been terminated in accordance with their its terms, the aggregate amount then due and payable (exclusive of expenses and similar payments but including any early termination payments then due) under such Lender Derivative/FX Contracts Interest Rate Agreement) under all Lender Interest Rate Agreements (Majority Banks Requisite Lenders or, if applicable, such holders being referred to herein as "Requisite Obligees"). In furtherance of the ------------------ foregoing provisions of this Section 20(a22(a), each Derivative/FX LenderInterest Rate Exchanger, 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 Derivative/FX Lender Interest Rate Exchanger that all rights and remedies hereunder may be exercised solely by Secured Party for the benefit of Banks Lenders and Derivative/FX Lenders Interest Rate Exchangers in accordance with the terms of this Section 20(a22(a).

Secured Party as Agent. (a) Secured Party has been appointed to act as Secured Party hereunder by Banks Lenders and, by their acceptance of the benefits hereof, Derivative/FX LendersHedge Providers. Secured Party 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 including, without limitation limitation, the release or substitution of Collateral), solely in accordance with this Agreement and the Credit Agreement; provided that Secured Party shall exercise, or refrain -------- from exercising, any remedies provided for in Section 15 hereof 16 in accordance with the instructions of (i) Majority Banks, Requisite Lenders or (ii) after payment in full of all Obligations under the Credit Agreement and the other Loan Documents, the cancellation or expiration or cash collateralization or collateralization by “back-to-back” letters of credit of all Lender Bridge Letters of Credit and the termination of the Commitments, (A) the holders of a majority of the aggregate notional amount under all Lender Derivative/FX Contracts Hedge Agreements (including Lender Derivative/FX Contracts Hedge Agreements that have been terminated) or (B) if all Lender Derivative/FX Contracts Hedge Agreements have been terminated in accordance with their terms, the aggregate amount then due and payable (exclusive of expenses and similar payments but including any early termination payments then due) under such Lender Derivative/FX Contracts Hedge Agreements (Majority Banks Requisite Lenders or, if applicable, such holders being referred to herein as "“Requisite Obligees"”). In furtherance of the ------------------ foregoing provisions of this Section 20(a21(a), each Derivative/FX LenderHedge Provider, 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 Derivative/FX Lender Hedge Provider that all rights and remedies hereunder may be exercised solely by Secured Party for the benefit of Banks Lenders and Derivative/FX Lenders Hedge Providers in accordance with the terms of this Section 20(a21(a).

Secured Party as Agent. (a) Secured Party has been appointed to act as Secured Party hereunder by Banks Lenders and, by their acceptance of the benefits hereof, Derivative/FX LendersSwap Counterparties. Secured Party shall be obligated, and shall have the right hereunder, to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any action (including without limitation the release or substitution of Pledged Collateral), solely in accordance with this Agreement and the Credit Agreement; provided that Secured Party shall exercise, or refrain -------- from exercising, any remedies provided for in Section 15 hereof 10 in accordance with the instructions of (i) Majority BanksRequisite Lenders, or (ii) ), after payment in full of all Obligations under the Credit Agreement and the other Loan Documents, the cancellation or expiration of all Lender Bridge Letters of Credit and the termination of the Commitments, (A) the holders of a majority of (A) the aggregate notional amount under all Lender Derivative/FX Contracts Swap Agreements (including Lender Derivative/FX Contracts Swap Agreements that have been terminated) or (B) if all Lender Derivative/FX Contracts Swap Agreements have been terminated in accordance with their terms, the aggregate amount then due and payable (exclusive of expenses and similar payments but including any early termination payments then due) under such Lender Derivative/FX Contracts Swap Agreements) (Majority Banks Requisite Lenders or, if applicable, such holders being referred to herein as "“Requisite Obligees"”). In furtherance of the ------------------ foregoing provisions of this Section 20(a14(a), each Derivative/FX LenderSwap Counterparty, by its acceptance of the benefits hereof, agrees that it shall have no right individually to realize upon any of the Pledged Collateral hereunder, it being understood and agreed by such Derivative/FX Lender Swap Counterparty that all rights and remedies hereunder may be exercised solely by Secured Party for the benefit of Banks Lenders and Derivative/FX Lenders Swap Counterparties in accordance with the terms of this Section 20(a14(a).

Secured Party as Agent. (a) Secured Party has been appointed to act as Secured Party hereunder by Banks Lenders and, by their acceptance of the benefits hereof, Derivative/FX LendersInterest Rate Exchangers. Secured Party shall be obligated, and shall have the right hereunder, to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any action (including without limitation the release or substitution of Pledged Collateral), solely in accordance with this Agreement and the Credit Agreement; provided that Secured Party shall exercise, or refrain -------- from exercising, any remedies provided for in Section 15 hereof 11 in accordance with the instructions of (i) Majority Banks, Requisite Lenders or (ii) after payment in full of all Obligations under the Credit Agreement and the other Loan Documents, the cancellation or expiration of all Lender Bridge Letters of Credit and the termination of the Commitments, (A) the holders of a majority of the aggregate notional amount under all (or, with respect to any Lender Derivative/FX Contracts (including Lender Derivative/FX Contracts Interest Rate Agreement that have been terminated) or (B) if all Lender Derivative/FX Contracts have has been terminated in accordance with their its terms, the aggregate amount then due and payable (exclusive of expenses and similar payments but including any early termination payments then due) under such Lender Derivative/FX Contracts Interest Rate Agreement) under all Lender Interest Rate Agreements (Majority Banks Requisite Lenders or, if applicable, such holders being referred to herein as "Requisite Obligees"). In furtherance of the ------------------ foregoing provisions of this Section 20(a15(a), each Derivative/FX LenderInterest Rate Exchanger, by its acceptance of the benefits hereof, agrees that it shall have no right individually to realize upon any of the Pledged Collateral hereunder, it being understood and agreed by such Derivative/FX Lender Interest Rate Exchanger that all rights and remedies hereunder may be exercised solely by Secured Party for the benefit of Banks Lenders and Derivative/FX Lenders Interest Rate Exchangers in accordance with the terms of this Section 20(a15(a).

Secured Party as Agent. (a) Secured Party has been appointed to act as Secured Party hereunder by Banks Lenders and, by their acceptance of the benefits hereof, Derivative/FX LendersInterest Rate Exchangers. Secured Party shall be obligated, and shall have the right hereunder, to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any action (including without limitation the release or substitution of Collateral), solely in accordance with this Agreement and the Credit Agreement; provided that Secured Party shall exercise, or refrain -------- from exercising, any remedies provided for in Section 15 hereof 17 in accordance with the instructions of (i) Majority Banks, Requisite Lenders or (ii) after payment in full of all Obligations under the Credit Agreement and the other Loan Documents, the cancellation or expiration of all Lender Bridge Letters of Credit and the termination of the Commitments, (A) the holders of a majority of the aggregate notional amount under all (or, with respect to any Lender Derivative/FX Contracts (including Lender Derivative/FX Contracts Interest Rate Agreement that have been terminated) or (B) if all Lender Derivative/FX Contracts have has been terminated in accordance with their its terms, the aggregate amount then due and payable (exclusive of expenses and similar payments but including any early termination payments then due) under such Lender Derivative/FX Contracts Interest Rate Agreement) under all Lender Interest Rate Agreements (Majority Banks Requisite Lenders or, if applicable, such holders being referred to herein as "Requisite Obligees"). In furtherance of the ------------------ foregoing provisions of this Section 20(a21(a), each Derivative/FX LenderInterest Rate Exchanger, 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 Derivative/FX Lender Interest Rate Exchanger that all rights and remedies hereunder may be exercised solely by Secured Party for the benefit of Banks Lenders and Derivative/FX Lenders Interest Rate Exchangers in accordance with the terms of this Section 20(a21(a).

Secured Party as Agent. (a) Secured Party has been appointed to act as Secured Party hereunder by Banks Lenders and, by their acceptance of the benefits hereof, Derivative/FX LendersExchangers. Secured Party shall be obligated, and shall have the right hereunder, to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any action (including without limitation the release or substitution of Collateral), solely in accordance with this Agreement and the Credit Agreement; provided that Secured Party shall exercise, or refrain -------- from exercising, any remedies provided for in Section 15 hereof 13 in accordance with the instructions of (i) Majority BanksRequisite Lenders, or (ii) after payment in full of all Obligations under the Credit Agreement and the other Loan Documents, the cancellation or expiration of all Lender Bridge Letters of Credit and the termination of the Commitments, (A) the holders of a majority of the aggregate notional amount under all Lender Derivative/FX Contracts Hedge Agreements (including Lender Derivative/FX Contracts Hedge Agreements that have been terminated) or (B) if all Lender Derivative/FX Contracts Hedge Agreements have been terminated in accordance with their terms, the aggregate amount then due and payable (exclusive of expenses and similar payments but including any early termination payments then due) under such Lender Derivative/FX Contracts Hedge Agreements (Majority Banks Requisite Lenders or, if applicable, such holders being referred to herein as "Requisite Obligees"). In furtherance of the ------------------ foregoing provisions of this Section 20(a17(a), each Derivative/FX LenderExchanger, 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 Derivative/FX Lender Exchanger that all rights and remedies hereunder may be exercised solely by Secured Party for the benefit of Banks Lenders and Derivative/FX Lenders Exchangers in accordance with the terms of this Section 20(a17(a).

Secured Party as Agent. (a) Secured Party has been appointed to act as Secured Party hereunder by Banks Lenders and, by their acceptance of the benefits hereof, Derivative/FX LendersInterest Rate Exchangers. Secured Party shall be obligated, and shall have the right hereunder, to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any action (including without limitation the release or substitution of Collateral), solely in accordance with this Agreement and the Credit Agreement; provided that Secured Party shall exercise, or refrain -------- from exercising, any remedies provided for in Section 15 hereof 17 in accordance with the instructions of (i) Majority Banks, Requisite Lenders or (ii) after payment in full of all Obligations under the Credit Agreement and the other Loan Documents, the cancellation or expiration of all Lender Bridge Letters of Credit and the termination of the Commitments, (A) the holders of a majority of the aggregate notional amount under all (or, with respect to any Lender Derivative/FX Contracts (including Lender Derivative/FX Contracts Interest Rate Agreement that have been terminated) or (B) if all Lender Derivative/FX Contracts have has been terminated in accordance with their its terms, the aggregate amount then due and payable (exclusive of expenses and similar payments but including any early termination payments then due) under such Lender Derivative/FX Contracts Interest Rate Agreement) under all Lender Interest Rate Agreements (Majority Banks Requisite Lenders or, if applicable, such holders being referred to herein as "Requisite Obligees"). In furtherance of the ------------------ foregoing provisions of this Section 20(a21(a), each Derivative/FX LenderInterest Rate Exchanger, 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 Derivative/FX Lender Interest Rate Exchanger that all rights and remedies hereunder may be exercised solely by Secured Party for the benefit of Banks Lenders and Derivative/FX Lenders Interest Rate Exchangers in accordance with the terms of this Section 20(a22(a).

Secured Party as Agent. (a) Secured Party has been appointed to act as Secured Party hereunder by Banks Lenders and, by their acceptance of the benefits hereof, Derivative/FX LendersHedge Exchangers. Secured Party shall be obligated, and shall have the right hereunder, to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any action (including without limitation the release or substitution of Collateral), solely in accordance with this Agreement and the Credit Agreement; provided that Secured Party shall exercise, or refrain -------- from exercising, any remedies provided for in Section 15 hereof 16 in accordance with the instructions of (i) Majority BanksRequisite Lenders or all Lenders, as provided in the Credit Agreement or (ii) after payment in full of all Obligations under the Credit Agreement and the other Loan Documents, the cancellation or expiration of all Lender Bridge Letters of Credit and the termination of the Commitments, (A) the holders of a majority of the aggregate notional amount under all Lender Derivative/FX Contracts Hedge Agreements (including Lender Derivative/FX Contracts Hedge Agreements that have been terminated) or (B) if all Lender Derivative/FX Contracts Hedge Agreements have been terminated in accordance with their terms, the aggregate amount then due and payable (exclusive of expenses and similar payments but including any early termination payments then due) under such Lender Derivative/FX Contracts Hedge Agreements (Majority Banks Requisite Lenders, all Lenders or, if applicable, such holders being referred to herein as "Requisite ObligeesREQUISITE OBLIGEES"). In furtherance of the ------------------ foregoing provisions of this Section 20(a21(a), each Derivative/FX LenderHedge Exchanger, 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 Derivative/FX Lender Hedge Exchanger that all rights and remedies hereunder may be exercised solely by Secured Party for the benefit of Banks Lenders and Derivative/FX Lenders Hedge Exchangers in accordance with the terms of this Section 20(a21(a).

Secured Party as Agent. (a) Secured Party Administrative Agent, and each successor to Administrative Agent, has been appointed to act as Secured Party hereunder by Banks Lenders and, by their acceptance of the benefits hereof, Derivative/FX LendersHedge Providers. Secured Party 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 including, without limitation limitation, the release or substitution of Collateral), solely in accordance with this Agreement the terms of the Credit Agreement, any related agency agreement among Administrative Agent and the Credit Lenders (collectively, as amended, supplemented or otherwise modified or replaced from time to time, the “Agency Documents”) and this Agreement; provided that Secured Party shall exercise, or refrain -------- from exercising, any remedies provided for in Section 15 hereof 16 in accordance with the instructions of (i) Majority Banks, Requisite Lenders or (ii) after payment in full of all Obligations under the Credit Agreement and the other Loan Documents, the cancellation or expiration or cash collateralization or collateralization by “back-to-back” letters of credit of all Lender Bridge Letters of Credit and the termination of the Commitments, (A) the holders of a majority of the aggregate notional amount under all (or, with respect to any Lender Derivative/FX Contracts (including Lender Derivative/FX Contracts Hedge Agreement that have been terminated) or (B) if all Lender Derivative/FX Contracts have has been terminated in accordance with their its terms, the aggregate amount then due and payable (exclusive of expenses and similar payments but including any early termination payments then due)) under such Lender Derivative/FX Contracts Hedge Agreements (Majority Banks Requisite Lenders or, if applicable, such holders being referred to herein as "“Requisite Obligees"”). In furtherance of the ------------------ foregoing provisions of this Section 20(a21(a), each Derivative/FX LenderHedge Provider, 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 Derivative/FX Lender Hedge Provider that all rights and remedies hereunder may be exercised solely by Secured Party for the benefit of Banks Lenders and Derivative/FX Lenders Hedge Providers in accordance with the terms of this Section 20(a21(a). Each Grantor and all other persons are entitled to rely on releases, waivers, consents, approvals, notifications and other acts of Administrative Agent, without inquiry into the existence of required consents or approvals of Requisite Obligees therefor.

Secured Party as Agent. (a) Secured Party has been appointed to act as Secured Party hereunder by Banks Lenders and, by their acceptance of the benefits hereof, Derivative/FX LendersInterest Rate Exchangers. Secured Party shall be obligated, and shall have the right hereunder, to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any action (including without limitation the release or substitution of Collateral), solely in accordance with this Agreement and the Credit Agreement; provided that Secured Party shall exercise, or refrain -------- from exercising, any remedies provided for in Section 15 hereof 16 in accordance with the instructions of (i) Majority Banks, Requisite Lenders or (ii) after payment in full of all Obligations under the Credit Agreement and the other Loan Documents, the cancellation or expiration of all Lender Bridge Letters of Credit and the termination of the Commitments, (A) the holders of a majority of the aggregate notional amount under all (or, with respect to any Lender Derivative/FX Contracts (including Lender Derivative/FX Contracts Interest Rate Agreement that have been terminated) or (B) if all Lender Derivative/FX Contracts have has been terminated in accordance with their its terms, the aggregate amount then due and payable (exclusive of expenses and similar payments but including any early termination payments then due) under such Lender Derivative/FX Contracts Interest Rate Agreement) under all Lender Interest Rate Agreements (Majority Banks Requisite Lenders or, if applicable, such holders being referred to herein as "Requisite Obligees"). In furtherance of the ------------------ foregoing provisions of this Section 20(a21(a), each Derivative/FX LenderInterest Rate Exchanger, 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 Derivative/FX Lender Interest Rate Exchanger that all rights and remedies hereunder may be exercised solely by Secured Party for the benefit of Banks Lenders and Derivative/FX Lenders Interest Rate Exchangers in accordance with the terms of this Section 20(a21(a).