Common use of Agents under Collateral Documents and the Obligations Guarantee Clause in Contracts

Agents under Collateral Documents and the Obligations Guarantee. Each Secured Party hereby further authorizes the Administrative Agent and the Collateral Agent, on behalf of and for the benefit of the Secured Parties, to be the agent for and representative of the Secured Parties with respect to the Obligations Guarantee, the Collateral and the Collateral Documents; provided that neither the Administrative Agent nor the Collateral Agent shall owe any fiduciary duty, duty of loyalty, duty of care, duty of disclosure or any other obligation whatsoever to any holder of any Designated Swap Obligations or Designated Cash Management Obligations. Without further written consent or authorization from any Secured Party, the Administrative Agent or the Collateral Agent, as applicable, may execute any documents or instruments necessary (i) in connection with any sale or other disposition of assets permitted by this Agreement (or to which the Requisite Lenders (or such other Lenders as may be required to give such consent under Section 9.5) have otherwise consented), to release any Lien encumbering any item of Collateral that is the subject of such sale or other disposition and (ii) to confirm the release and discharge of any Subsidiary Guarantor, as permitted hereunder, from its Obligations Guarantee as contemplated by Section 8.8(d) or as consented to by the Requisite Lenders (or such other Lenders as may be required to give such consent under Section 9.5). Any execution and delivery of documents or instruments pursuant to this Section 8.8(a) shall be without recourse to or representation or warranty by the Administrative Agent or the Collateral Agent.

Agents under Collateral Documents and the Obligations Guarantee. Each Secured Party hereby further authorizes the Administrative Agent and the or Collateral Agent, as applicable, on behalf of and for the benefit of the Secured Parties, to be the agent for and representative of the Secured Parties with respect to the Obligations Guarantee, the Collateral and the Collateral Documents; provided that neither the Administrative Agent nor the Collateral Agent shall owe any fiduciary duty, duty of loyalty, duty of care, duty of disclosure or any other obligation (other than the obligation to observe the terms of the Collateral Documents insofar as they create rights in favor of Hedge Counterparties) whatsoever to any holder of any Designated Swap Obligations or Designated Cash Management ObligationsSpecified Hedge Obligation. Without further written consent or authorization from any Secured Party, the Administrative Agent or the Collateral Agent, as applicable, may execute any documents or instruments necessary (i) in connection with any sale or other disposition of assets permitted by this Agreement (or to which the Requisite Lenders (or such other Lenders as may be required to give such consent under Section 9.510.5) have otherwise consented), to release any Lien encumbering any item of Collateral that is the subject of such sale or other disposition and of assets or (ii) to confirm the release and discharge of any Subsidiary Guarantor, as permitted hereunder, Guarantor from its Obligations Guarantee as contemplated by Section 8.8(d) 7.11 or as consented to by the Requisite Lenders (or such other Lenders as may be required to give such consent under Section 9.510.5). Any execution and delivery of documents or instruments pursuant to this Section 8.8(a9.8(a) shall be without recourse to or representation or warranty by the Administrative Agent or the Collateral Agent.

Agents under Collateral Documents and the Obligations Guarantee. Each Secured Party hereby further authorizes the Administrative Agent and the Collateral Agent, on behalf of and for the benefit of the Secured Parties, to be the agent for and representative of the Secured Parties with respect to the Obligations Guarantee, the Collateral and the Collateral Documents; provided that neither the Administrative Agent nor the Collateral Agent shall owe any fiduciary duty, duty of loyalty, duty of care, duty of disclosure or any other obligation whatsoever to any holder of any Designated Swap Obligations or Designated Cash Management Specified Hedge Obligations. Without further written consent or authorization from any Secured Party, the Administrative Agent or the Collateral Agent, as applicable, may execute any documents or instruments necessary (i) in connection with any sale or other disposition of assets permitted by this Agreement (or to which the Requisite Lenders (or such other Lenders as may be required to give such consent under Section 9.510.5) have otherwise consented), to release any Lien encumbering any item of Collateral that is the subject of such sale or other disposition and disposition, (ii) to confirm the release and discharge of any Guarantor Subsidiary Guarantor, as permitted hereunder, from its Obligations Guarantee as contemplated by Section 8.8(d) 7.11 or as consented to by the Requisite Lenders (or such other Lenders as may be required to give such consent under Section 9.510.5), (iii) to the extent that any Permitted Lien on any property that is also subject to any Lien granted to the Collateral Agent under the Credit Documents is senior and prior, as a matter of applicable law, to any such Lien granted to the Collateral Agent, to acknowledge the seniority and priority thereof and (iv) to subordinate, on such terms as shall be determined by such Agent to be reasonable, any Lien on any property granted to the Collateral Agent under the Credit Documents to the holder of any Permitted Lien on such property. Any execution and delivery of documents or instruments pursuant to this Section 8.8(a9.8(a) shall be without recourse to or representation or warranty by the Administrative Agent or the Collateral Agent.

Agents under Collateral Documents and the Obligations Guarantee. Each Secured Party hereby further authorizes the Administrative Agent and the Collateral Agent, on behalf of and for the benefit of the Secured Parties, to be the agent for and representative of the Secured Parties with respect to the Obligations Guarantee, the Collateral and the Collateral Documents; provided that neither the Administrative Agent nor the Collateral Agent shall owe any fiduciary duty, duty of loyalty, duty of care, duty of disclosure or any other obligation whatsoever to any holder of any Designated Swap Specified Hedge Obligations or Designated Specified Cash Management Obligations. Without further written consent or authorization from any Secured Party, the Administrative Agent or the Collateral Agent, as applicable, may execute any documents or instruments necessary (i) in connection with any sale or other disposition of assets permitted by this Agreement (or to which the Requisite Lenders (or such other Lenders as may be required to give such consent under Section 9.510.5) have otherwise consented), to release any Lien encumbering any item of Collateral that is the subject of such sale or other disposition and (ii) to confirm the release and discharge of any Guarantor Subsidiary Guarantor, as permitted hereunder, from its Obligations Guarantee as contemplated by Section 8.8(d) 7.12 or as consented to by the Requisite Lenders (or such other Lenders as may be required to give such consent under Section 9.5). Any execution and delivery of documents or instruments pursuant to this Section 8.8(a) shall be without recourse to or representation or warranty by the Administrative Agent or the Collateral Agent.under

Agents under Collateral Documents and the Obligations Guarantee. Each Secured Party hereby further authorizes the Administrative Agent and the Collateral Agent, on behalf of and for the benefit of the Secured Parties, to be the agent for and representative of the Secured Parties with respect to the Obligations Guarantee, the Collateral and the Collateral Documents; provided that neither the Administrative Agent nor the Collateral Agent shall owe any fiduciary duty, duty of loyalty, duty of care, duty of disclosure or any other obligation whatsoever to any holder of any Designated Swap Specified Hedge Obligations or Designated Specified Cash Management Obligations. Without further written consent or authorization from any Secured Party, the Administrative Agent or the Collateral Agent, as applicable, may execute any documents or instruments necessary (i) in connection with any sale or other disposition of assets permitted by this Agreement (or to which the Requisite Lenders (or such other Lenders as may be required to give such consent under Section 9.510.5) have otherwise consented), to release any Lien encumbering any item of Collateral that is the subject of such sale or other disposition and (ii) to confirm the release and discharge of any Guarantor Subsidiary Guarantor, as permitted hereunder, from its Obligations Guarantee as contemplated by Section 8.8(d) 7.12 or as consented to by the Requisite Lenders (or such other Lenders as may be required to give such consent under Section 9.510.5). Any execution and delivery of documents or instruments pursuant to this Section 8.8(a9.8(a) shall be without recourse to or representation or warranty by the Administrative Agent or the Collateral Agent.