Common use of Authorization to Enter into, and Enforcement of, the Collateral Documents Clause in Contracts

Authorization to Enter into, and Enforcement of, the Collateral Documents. The Collateral Agent is hereby irrevocably authorized by each of the Lenders to execute and deliver the Collateral Documents and the Administrative Agent and the Collateral Agent, as applicable, are hereby irrevocably authorized by each of the Lenders to execute and deliver any subordination and/or intercreditor agreement with respect to any Subordinated Debt on behalf of each of the Lenders and their Affiliates and to take such action and exercise such powers under the Collateral Documents and such other subordination and/or intercreditor agreements as the Administrative Agent or the Collateral Agent considers appropriate, provided neither the Administrative Agent not the Collateral Agent shall amend the Collateral Documents or such other subordination and/or intercreditor agreements unless such amendment is agreed to in writing by the Required Lenders. Each Lender acknowledges and agrees that it will be bound by the terms and conditions of the Collateral Documents and such other subordination and/or intercreditor agreements upon the execution and delivery thereof by the Administrative Agent or the Collateral Agent, as applicable. Except as otherwise specifically provided for herein, no Lender (or its Affiliates) other than the Administrative Agent or the Collateral Agent, as applicable, shall have the right to institute any suit, action or proceeding in equity or at law for the foreclosure or other realization upon any Collateral or for the execution of any trust or power in respect of the Collateral or for the appointment of a receiver or for the enforcement of any other remedy under the Collateral Documents or such other subordination ‑56‑ and/or intercreditor agreements; it being understood and intended that no one or more of the Lenders (or their Affiliates) shall have any right in any manner whatsoever to affect, disturb or prejudice the Lien of the Collateral Agent under the Collateral Documents or the rights of the Administrative Agent or any Collateral Agent set forth in Collateral Documents or any other subordination and/or intercreditor agreements by its or their action or to enforce any right thereunder, and that all proceedings at law or in equity shall be instituted, had, and maintained by the Administrative Agent or the Collateral Agent, as applicable, in the manner provided for in the relevant Collateral Documents or such other subordination and/or intercreditor agreements for the benefit of the Lenders and their Affiliates.

Authorization to Enter into, and Enforcement of, the Collateral Documents. The Collateral Administrative Agent is hereby irrevocably authorized by each of the Lenders and the L/C Issuer to execute and deliver the Collateral Documents and the Administrative Agent and the Collateral Agent, as applicable, are hereby irrevocably authorized by each of the Lenders to execute and deliver any subordination and/or intercreditor agreement with respect to any Subordinated Debt on behalf of each of the Lenders and their Affiliates and the L/C Issuer, and to take such action and exercise such powers under the Collateral Documents and such other subordination and/or intercreditor agreements as the Administrative Agent or the Collateral Agent considers appropriate, provided neither the Administrative Agent shall not the Collateral Agent shall amend the Collateral Documents or such other subordination and/or intercreditor agreements unless such amendment is agreed to in writing by the Required Lenders. Each Lender and L/C Issuer acknowledges and agrees that it will be bound by the terms and conditions of the Collateral Documents and such other subordination and/or intercreditor agreements upon the execution and delivery thereof by the Administrative Agent. The Lenders and L/C Issuer(s) hereby irrevocably authorize the Administrative Agent, based upon the instruction of the Required Lenders, to credit bid and purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral at any sale thereof conducted by the Administrative Agent (or any security trustee therefore) under the provisions of the Uniform Commercial Code, including pursuant to Sections 9-610 or 9-620 of the Uniform Commercial Code, at any sale thereof conducted under the provisions of the United States Bankruptcy Code, including Section 363 of the United States Bankruptcy Code, or at any sale or foreclosure conducted by the Administrative Agent or the Collateral Agent, as applicableany security trustee therefore (whether by judicial action or otherwise) in accordance with applicable law. Except as otherwise specifically provided for herein, no Lender (or its Affiliates) or L/C Issuer, other than the Administrative Agent or the Collateral Agent, as applicable, shall have the right to institute any suit, action or proceeding in equity or at law for the foreclosure or other realization upon any Collateral or for the execution of any trust or power in respect of the Collateral or for the appointment of a receiver or for the enforcement of any other remedy under the Collateral Documents or such other subordination ‑56‑ and/or intercreditor agreementsDocuments; it being understood and intended that no one or more of the Lenders (or their Affiliates) or L/C Issuer shall have any right in any manner whatsoever to affect, disturb or prejudice the Lien of the Collateral Administrative Agent (or any security trustee therefor) under the Collateral Documents or the rights of the Administrative Agent or any Collateral Agent set forth in Collateral Documents or any other subordination and/or intercreditor agreements by its or their action or to enforce any right thereunder, and that all proceedings at law or in equity shall be instituted, had, and maintained by the Administrative Agent (or the Collateral Agent, as applicable, its security trustee) in the manner provided for in the relevant Collateral Documents or such other subordination and/or intercreditor agreements for the benefit of the Lenders Lenders, the L/C Issuer, and their Affiliates. Each Lender and L/C Issuer is hereby appointed agent for the purpose of perfecting the Administrative Agent’s security interest in assets which, in accordance with Article 9 of the Uniform Commercial Code or other applicable law can be perfected only by possession. Should any Lender or L/C Issuer (other than the Administrative Agent) obtain possession of any Collateral, such Lender or L/C Issuer shall notify the Administrative Agent thereof, and, promptly upon the Administrative Agent’s request therefor shall deliver such Collateral to the Administrative Agent or in accordance with the Administrative Agent’s instructions.

Authorization to Enter into, and Enforcement of, the Collateral Documents. The Collateral Agent is hereby irrevocably authorized by each of the Lenders to execute and deliver the Collateral Documents and the Administrative Agent and the Collateral Agent, as applicable, are hereby irrevocably authorized by each of the Lenders to execute and deliver any subordination and/or intercreditor agreement with respect to any Subordinated Debt on behalf of each of the Lenders and their Affiliates and to take such action and exercise such powers under the Collateral Documents and such other subordination and/or intercreditor agreements as the Administrative Agent or the Collateral Agent considers appropriate, provided neither the Administrative Agent not the Collateral Agent shall amend the Collateral Documents or such other subordination and/or intercreditor agreements unless such amendment is agreed to in writing by the Required Lenders. Each Lender acknowledges and agrees that it will be bound by the terms and conditions of the Collateral Documents and such other subordination and/or intercreditor agreements upon the execution and delivery thereof by the Administrative Agent or the Collateral Agent, as applicable. Except as otherwise specifically provided for herein, no Lender (or its Affiliates) other than the Administrative Agent or the Collateral Agent, as applicable, shall have the right to institute any suit, action or proceeding in equity or at law for the foreclosure or other realization upon any Collateral or for the execution of any trust or power in respect of the Collateral or for the appointment of a receiver or for the enforcement of any other remedy under the Collateral Documents or such other subordination ‑56‑ and/or intercreditor agreements; it being understood and intended that no one or more of the Lenders (or their Affiliates) shall have any right in any manner whatsoever to affect, disturb or prejudice the Lien of the Collateral Agent under the Collateral Documents or the rights of the Administrative Agent or any Collateral Agent set forth in Collateral Documents or any other subordination and/or intercreditor agreements by its or their action or to enforce any right thereunder, and that all proceedings at law or in equity shall be instituted, had, and maintained by the Administrative Agent or the Collateral Agent, as applicable, in the manner provided for in the relevant Collateral Documents or such other subordination and/or intercreditor agreements for the benefit of the Lenders and their Affiliates.. 64

Authorization to Enter into, and Enforcement of, the Collateral Documents. The Collateral Administrative Agent is hereby irrevocably authorized by each of the L/C Issuers and Lenders to execute and deliver the Collateral Documents and the Administrative Agent and the Collateral Agent, as applicable, are hereby irrevocably authorized by each of the Lenders to execute and deliver any subordination and/or intercreditor agreement with respect to any Subordinated Debt on behalf of each of the L/C Issuers and Lenders and their Affiliates and to take such action and exercise such powers under the Collateral Documents and such other subordination and/or intercreditor agreements as the Administrative Agent or the Collateral Agent considers appropriate, provided neither the Administrative Agent shall not the Collateral Agent shall amend the Collateral Documents or such other subordination and/or intercreditor agreements unless such amendment is agreed to in writing by the Required Lenders. Each Lender acknowledges and agrees that it will be bound by the terms and conditions of the Collateral Documents and such other subordination and/or intercreditor agreements upon the execution and delivery thereof by the Administrative Agent or the Collateral Agent, as applicable. Except as otherwise specifically provided for herein, no L/C Issuer or Lender (or its Affiliates) other than the Administrative Agent or the Collateral Agent, as applicable, shall have the right to institute any suit, action or proceeding in equity or at law for the foreclosure or other realization upon any Collateral or for the execution of any trust or power in respect of the Collateral or for the appointment of a receiver or for the enforcement of any other remedy under the Collateral Documents or such other subordination ‑56‑ and/or intercreditor agreementsDocuments; it being understood and intended that no one or more of the L/C Issuers or the Lenders (or their Affiliates) shall have any right in any manner whatsoever to affect, disturb or prejudice the Lien of the Collateral Administrative Agent (or any security trustee therefor) under the Collateral Documents or the rights of the Administrative Agent or any Collateral Agent set forth in Collateral Documents or any other subordination and/or intercreditor agreements by its or their action or to enforce any right thereunder, and that all proceedings at law or in equity shall be instituted, had, and maintained by the Administrative Agent (or the Collateral Agent, as applicable, its security trustee) in the manner provided for in the relevant Collateral Documents or such other subordination and/or intercreditor agreements for the benefit of the Lenders L/C Issuers, the Lenders, and their Affiliates.

Authorization to Enter into, and Enforcement of, the Collateral Documents. The Administrative Agent or Collateral Agent Agent, as applicable, is hereby irrevocably authorized by each Secured Party to be the agent for and representative of the Lenders Secured Parties and to execute and deliver the Collateral Documents and the Administrative Agent and the Collateral Agent, as applicable, are hereby irrevocably authorized by each of the Lenders to execute and deliver any subordination and/or intercreditor agreement with respect to any Subordinated Debt Guaranty on behalf of each and for the benefit of the Lenders and their Affiliates Secured Parties and to take such action and exercise such powers under the Collateral Documents and such other subordination and/or intercreditor agreements as the Administrative Agent or the Collateral Agent Agent, as applicable considers appropriate, ; provided that neither the Administrative Agent not 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 other holder of Obligations with respect to any Hedge Agreement or Funds Transfer Liability, Deposit Account Liability and Data Processing Obligations. The Administrative Agent shall not (except as expressly provided in Section 10.11 or Section 9.13) amend the Collateral Documents or such other subordination and/or intercreditor agreements unless such amendment is agreed to in writing by the Required Lenders. Each Lender acknowledges and agrees that it will be bound by the terms and conditions of the Collateral Documents and such other subordination and/or intercreditor agreements upon the execution and delivery thereof by the Administrative Agent or the Collateral Agent, as applicable. Except as otherwise specifically provided for herein, no 152 Lender (or its Affiliates) other than the Administrative Agent or the Collateral Agent, as applicable, shall have the right to institute any suit, action or proceeding in equity or at law for the foreclosure or other realization upon any Collateral or for the execution of any trust or power in respect of the Collateral or for the appointment of a receiver or for the enforcement of any other remedy under the Collateral Documents or such other subordination ‑56‑ and/or intercreditor agreementsDocuments; it being understood and intended that no one or more of the Lenders (or their Affiliates) shall have any right in any manner whatsoever to affect, disturb or prejudice the Lien of the Collateral Administrative Agent (or any security trustee therefor) under the Collateral Documents or the rights of the Administrative Agent or any Collateral Agent set forth in Collateral Documents or any other subordination and/or intercreditor agreements by its or their action or to enforce any right thereunder, and that all proceedings at law or in equity shall be instituted, had, and maintained by the Administrative Agent (or the Collateral Agent, as applicable, its security trustee) in the manner provided for in the relevant Collateral Documents or such other subordination and/or intercreditor agreements for the benefit of the Lenders and their Affiliates.

Authorization to Enter into, and Enforcement of, the Collateral Documents. The Collateral Administrative Agent is hereby irrevocably authorized by each of the Lenders and the L/C Issuer to execute and deliver the Collateral Documents and the Administrative Agent and the Collateral Agent, as applicable, are hereby irrevocably authorized by each of the Lenders to execute and deliver any subordination and/or intercreditor agreement with respect to any Subordinated Debt on behalf of each of the Lenders and their Affiliates and the L/C Issuer, and to take such action and exercise such powers under the Collateral Documents and such other subordination and/or intercreditor agreements as the Administrative Agent or the Collateral Agent considers appropriate, provided neither the Administrative Agent shall not the Collateral Agent shall amend the Collateral Documents or such other subordination and/or intercreditor agreements unless such amendment is agreed to in writing by the Required Lenders. Each Lender and L/C Issuer acknowledges and agrees that it will be bound by the terms and conditions of the Collateral Documents and such other subordination and/or intercreditor agreements upon the 735490334 execution and delivery thereof by the Administrative Agent. The Lenders and L/C Issuer(s) hereby irrevocably authorize the Administrative Agent, based upon the instruction of the Required Lenders, to credit bid and purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral at any sale thereof conducted by the Administrative Agent (or any security trustee therefore) under the provisions of the Uniform Commercial Code, including pursuant to Sections 9-610 or 9-620 of the Uniform Commercial Code, at any sale thereof conducted under the provisions of the United States Bankruptcy Code, including Section 363 of the United States Bankruptcy Code, or at any sale or foreclosure conducted by the Administrative Agent or the Collateral Agent, as applicableany security trustee therefore (whether by judicial action or otherwise) in accordance with applicable law. Except as otherwise specifically provided for herein, no Lender (or its Affiliates) or L/C Issuer, other than the Administrative Agent or the Collateral Agent, as applicable, shall have the right to institute any suit, action or proceeding in equity or at law for the foreclosure or other realization upon any Collateral or for the execution of any trust or power in respect of the Collateral or for the appointment of a receiver or for the enforcement of any other remedy under the Collateral Documents or such other subordination ‑56‑ and/or intercreditor agreementsDocuments; it being understood and intended that no one or more of the Lenders (or their Affiliates) or L/C Issuer shall have any right in any manner whatsoever to affect, disturb or prejudice the Lien of the Collateral Administrative Agent (or any security trustee therefor) under the Collateral Documents or the rights of the Administrative Agent or any Collateral Agent set forth in Collateral Documents or any other subordination and/or intercreditor agreements by its or their action or to enforce any right thereunder, and that all proceedings at law or in equity shall be instituted, had, and maintained by the Administrative Agent (or the Collateral Agent, as applicable, its security trustee) in the manner provided for in the relevant Collateral Documents or such other subordination and/or intercreditor agreements for the benefit of the Lenders Lenders, the L/C Issuer, and their Affiliates. Each Lender and L/C Issuer is hereby appointed agent for the purpose of perfecting the Administrative Agent’s security interest in assets which, in accordance with Article 9 of the Uniform Commercial Code or other applicable law can be perfected only by possession. Should any Lender or L/C Issuer (other than the Administrative Agent) obtain possession of any Collateral, such Lender or L/C Issuer shall notify the Administrative Agent thereof, and, promptly upon the Administrative Agent’s request therefor shall deliver such Collateral to the Administrative Agent or in accordance with the Administrative Agent’s instructions.

Authorization to Enter into, and Enforcement of, the Collateral Documents. The Collateral Administrative Agent is hereby irrevocably authorized by each of the L/C Issuers and Lenders to execute and deliver the Collateral Documents and the Administrative Agent and the Collateral Agent, as applicable, are hereby irrevocably authorized by each of the Lenders to execute and deliver any subordination and/or intercreditor agreement with respect to any Subordinated Debt on behalf of each of the L/C Issuers and Lenders and their Affiliates and to take such action and exercise such powers under the Collateral Documents and such other subordination and/or intercreditor agreements as the Administrative Agent or considers appropriate to the Collateral Agent considers appropriateextent not inconsistent with the express terms of this Agreement, provided neither the Administrative Agent shall not the Collateral Agent shall amend the Collateral Documents or such other subordination and/or intercreditor agreements unless such amendment is agreed to in writing by the Required Lenders. Each L/C Issuer and Lender acknowledges and agrees that it will be bound by the terms and conditions of the Collateral Documents and such other subordination and/or intercreditor agreements upon the execution and delivery thereof by the Administrative Agent or the Collateral Agent, as applicable. Except as otherwise specifically provided for herein, no L/C Issuer or Lender (or its Affiliates) other than the Administrative Agent or the Collateral Agent, as applicable, shall have the right to institute any suit, action or proceeding in equity or at law for the foreclosure or other realization upon any Collateral or for the execution of any trust or power in respect of the Collateral or for the appointment of a receiver or for the enforcement of any other remedy under the Collateral Documents or such other subordination ‑56‑ and/or intercreditor agreementsDocuments; it being understood and intended that no one or more of the L/C Issuers or Lenders (or their Affiliates) shall have any right in any manner whatsoever to affect, disturb or prejudice the Lien of the Collateral Administrative Agent under the Collateral Documents or the rights of the Administrative Agent or any Collateral Agent set forth in Collateral Documents or any other subordination and/or intercreditor agreements by its or their action or to enforce any right thereunder, and that all proceedings at law or in equity shall be instituted, had, and maintained by the Administrative Agent (or the Collateral Agent, as applicable, its security trustee) in the manner provided for in the relevant Collateral Documents or such other subordination and/or intercreditor agreements for the benefit of the L/C Issuers, the Lenders and their Affiliates.

Authorization to Enter into, and Enforcement of, the Collateral Documents. The Administrative Agent or Collateral Agent Agent, as applicable, is hereby irrevocably authorized by each Secured Party to be the agent for and representative of the Lenders Secured Parties and to execute and deliver the Collateral Documents and the Administrative Agent and the Collateral Agent, as applicable, are hereby irrevocably authorized by each of the Lenders to execute and deliver any subordination and/or intercreditor agreement with respect to any Subordinated Debt Guaranty on behalf of each and for the benefit of the Lenders and their Affiliates Secured Parties and to take such action and exercise such powers under the Collateral Documents and such other subordination and/or intercreditor agreements as the Administrative Agent or the Collateral Agent Agent, as applicable considers appropriate, ; provided that neither the Administrative Agent not nor the Collateral Agent shall owe any fiduciary 109 duty, duty of loyalty, duty of care, duty of disclosure or any other obligation whatsoever to any other holder of Obligations with respect to any Hedge Agreement or Funds Transfer Liability, Deposit Account Liability and Data Processing Obligations. The Administrative Agent shall not (except as expressly provided in Section 10.11 or Section 9.13) amend the Collateral Documents or such other subordination and/or intercreditor agreements unless such amendment is agreed to in writing by the Required Lenders. Each Lender acknowledges and agrees that it will be bound by the terms and conditions of the Collateral Documents and such other subordination and/or intercreditor agreements upon the execution and delivery thereof by the Administrative Agent or the Collateral Agent, as applicable. Except as otherwise specifically provided for herein, no Lender (or its Affiliates) other than the Administrative Agent or the Collateral Agent, as applicable, shall have the right to institute any suit, action or proceeding in equity or at law for the foreclosure or other realization upon any Collateral or for the execution of any trust or power in respect of the Collateral or for the appointment of a receiver or for the enforcement of any other remedy under the Collateral Documents or such other subordination ‑56‑ and/or intercreditor agreementsDocuments; it being understood and intended that no one or more of the Lenders (or their Affiliates) shall have any right in any manner whatsoever to affect, disturb or prejudice the Lien of the Collateral Administrative Agent (or any security trustee therefor) under the Collateral Documents or the rights of the Administrative Agent or any Collateral Agent set forth in Collateral Documents or any other subordination and/or intercreditor agreements by its or their action or to enforce any right thereunder, and that all proceedings at law or in equity shall be instituted, had, and maintained by the Administrative Agent (or the Collateral Agent, as applicable, its security trustee) in the manner provided for in the relevant Collateral Documents or such other subordination and/or intercreditor agreements for the benefit of the Lenders and their Affiliates.

Authorization to Enter into, and Enforcement of, the Collateral Documents. The Collateral Agent is hereby irrevocably authorized by each of the Lenders to execute and deliver the Collateral Documents and the Administrative Agent and the Collateral Agent, as applicable, are hereby irrevocably authorized by each of the Lenders to execute and deliver any subordination and/or intercreditor agreement with respect to any Subordinated Debt on behalf of each of the Lenders and their Affiliates and to take such action and exercise such powers under the Collateral Documents and such other subordination and/or intercreditor agreements as the Administrative Agent or the Collateral Agent considers appropriate, ; provided neither that the Administrative Agent not the Collateral Agent shall not amend the Collateral Documents or such other subordination and/or intercreditor agreements unless such amendment is agreed to in writing by the Required Lenders; provided further that the consent of the Required Lenders shall not be required to amend any account control agreement, landlord waiver, bailee waiver or similar agreement. Each Lender acknowledges and agrees that it will be bound by the terms and conditions of the Collateral Documents and such other subordination and/or intercreditor agreements upon the execution and delivery thereof by the Administrative Agent or the Collateral Agent, as applicable. Except as otherwise specifically provided for herein, no Lender (or its Affiliates) other than the Administrative Agent or the Collateral Agent, as applicable, shall have the right to institute any suit, action or proceeding in equity or at law for the foreclosure or other realization upon any Collateral or for the execution of any trust or power in respect of the Collateral or for the appointment of a receiver or for the enforcement of any other remedy under the Collateral Documents or such other subordination ‑56‑ and/or intercreditor agreementsDocuments; it being understood and intended that no one or more of the Lenders (or their Affiliates) shall have any right in any manner whatsoever to affect, disturb or prejudice the Lien of the Collateral Agent (or any security trustee therefor) under the Collateral Documents or the rights of the Administrative Agent or any Collateral Agent set forth in Collateral Documents or any other subordination and/or intercreditor agreements by its or their action or to enforce any right thereunder, 109 and that all proceedings at law or in equity shall be instituted, had, and maintained by the Administrative Agent (or the Collateral Agent, as applicable, its security trustee) in the manner provided for in the relevant Collateral Documents or such other subordination and/or intercreditor agreements for the benefit of the Lenders and their Affiliates.

Authorization to Enter into, and Enforcement of, the Collateral Documents. The Collateral Administrative Agent is hereby irrevocably authorized by each of the Lenders to execute and deliver the Collateral Documents and the Administrative Agent and the Collateral Agent, as applicable, are hereby irrevocably authorized by each of the Lenders to execute and deliver any subordination and/or intercreditor agreement with respect to any Subordinated Debt on behalf of each of the Lenders and their Affiliates and to take such action and exercise such powers under the Collateral Documents and such other subordination and/or intercreditor agreements as the Administrative Agent or the Collateral Agent considers appropriate, provided neither that the Administrative Agent shall not the Collateral Agent shall amend the Collateral Documents or such other subordination and/or intercreditor agreements unless such amendment is agreed to in writing by the Required Lenders. Each Lender acknowledges and agrees that it will be bound by the terms and conditions of the Collateral Documents and such other subordination and/or intercreditor agreements upon the execution and delivery thereof by the Administrative Agent or the Collateral Agent, as applicable. Except as otherwise specifically provided for herein, no Lender (or its Affiliates) other than the Administrative Agent or the Collateral Agent, as applicable, shall have the right to institute any suit, action or proceeding in equity or at law for the foreclosure or other realization upon any Collateral or for the execution of any trust or power in respect of the Collateral or for the appointment of a receiver or for the enforcement of any other remedy under the Collateral Documents or such other subordination ‑56‑ and/or intercreditor agreementsDocuments; it being understood and intended that no one or more of the Lenders (or their Affiliates) shall have any right in any manner whatsoever to affect, disturb or prejudice the Lien of the Collateral Administrative Agent (or any security trustee therefor) under the Collateral Documents or the rights of the Administrative Agent or any Collateral Agent set forth in Collateral Documents or any other subordination and/or intercreditor agreements by its or their action or to enforce any right thereunder, and that all proceedings at law or in equity shall be instituted, had, and maintained by the Administrative Agent (or the Collateral Agent, as applicable, its security trustee) in the manner provided for in the relevant Collateral Documents or such other subordination and/or intercreditor agreements for the benefit of the Lenders and their Affiliates. The Administrative Agent, any Lender or counterparty under a Hedging Agreement may be the purchaser of any or all of the Collateral at any public sale and the Administrative Agent, as agent for and representative of the Lenders and counterparties under Hedging Agreements (but not any Lender or counterparty under a Hedging Agreement in its individual capacity), shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations (as defined in the Security Agreement) as a credit on account of the purchase price for any Collateral payable by the Administrative Agent or by or on behalf of the Lenders and counterparties under Hedging Agreements at such sale.

Authorization to Enter into, and Enforcement of, the Collateral Documents. The Each of the Agent and the Collateral Agent is hereby irrevocably authorized by each of the Lenders to execute and deliver the Collateral Documents and (including the Administrative Agent and the Collateral Agent, as applicable, are hereby irrevocably authorized by each of the Lenders to execute and deliver any subordination and/or intercreditor agreement with respect to any Subordinated Debt Intercreditor Agreement) on behalf of each of the Lenders and their Affiliates and to take such action and exercise such powers under the Collateral Documents and such other subordination and/or intercreditor agreements as the Administrative Agent or the Collateral Agent Agent, as applicable, considers appropriate, provided that neither the Administrative Agent not the nor Collateral Agent shall amend the Collateral Documents or such other subordination and/or intercreditor agreements unless such amendment is agreed to in writing by the Required Lenders. Each Lender acknowledges and agrees that it will be bound by the terms and conditions of the Collateral Documents and such other subordination and/or intercreditor agreements upon the execution and delivery thereof by the Administrative Agent or and/or the Collateral Agent, as applicable. Except as otherwise specifically provided for herein, no Lender (or its Affiliates) other than the Administrative Collateral Agent or the Collateral Agent, as applicable, shall have the right to institute any suit, action or proceeding in equity or at law for the foreclosure or other realization upon any Collateral or for the execution of any trust or power in respect of the Collateral or for the appointment of a receiver or for the enforcement of any other remedy under the Collateral Documents or such other subordination ‑56‑ and/or intercreditor agreementsDocuments; it being understood and intended that no one or more of the Lenders (or their Affiliates) shall have any right in any manner whatsoever to affect, disturb or prejudice the Lien of the Collateral Agent (or any security trustee therefor) under the Collateral Documents or the rights of the Administrative Agent or any Collateral Agent set forth in Collateral Documents or any other subordination and/or intercreditor agreements by its or their action or to enforce any right thereunder, and that all proceedings at law or in equity shall be instituted, had, and maintained by the Administrative Collateral Agent (or the Collateral Agent, as applicable, its security trustee) in the manner provided for in the relevant Collateral Documents or such other subordination and/or intercreditor agreements for the benefit of the Lenders and their Affiliates.

Authorization to Enter into, and Enforcement of, the Collateral Documents. The Collateral Administrative Agent is hereby irrevocably authorized by each of the Lenders and the L/C Issuer to execute and deliver the Collateral Documents and the Administrative Agent and the Collateral Agent, as applicable, are hereby irrevocably authorized by each of the Lenders to execute and deliver any subordination and/or intercreditor agreement with respect to any Subordinated Debt on behalf of each of the Lenders and their Affiliates and the L/C Issuer and to take such action and exercise such powers under the Collateral Documents and such other subordination and/or intercreditor agreements as the Administrative Agent or the Collateral Agent considers appropriate, provided neither the Administrative Agent shall not the Collateral Agent shall amend the Collateral Documents or such other subordination and/or intercreditor agreements unless such amendment is agreed to in writing by the Required Lenders. Each Lender and L/C Issuer acknowledges and agrees that it will be bound by the terms and conditions of the Collateral Documents and such other subordination and/or intercreditor agreements upon the execution and delivery thereof by the Administrative Agent or the Collateral Agent, as applicable. Except as otherwise specifically provided for herein, no Lender (or its Affiliates) or L/C Issuer, other than the Administrative Agent or the Collateral Agent, as applicable, shall have the right to institute any suit, action or proceeding in equity or at law for the foreclosure or other realization upon any Collateral or for the execution of any trust or power in respect of the Collateral or for the appointment of a receiver or for the enforcement of any other remedy under the Collateral Documents or such other subordination ‑56‑ and/or intercreditor agreementsDocuments; it being understood and intended that no one or more of the Lenders (or their Affiliates) or L/C Issuer shall have any right in any manner whatsoever to affect, disturb or prejudice the Lien of the Collateral Administrative Agent (or any security trustee therefor) under the Collateral Documents or the rights of the Administrative Agent or any Collateral Agent set forth in Collateral Documents or any other subordination and/or intercreditor agreements by its or their action or to enforce any right thereunder, and that all proceedings at law or in equity shall be instituted, had, and maintained by the Administrative Agent (or the Collateral Agent, as applicable, its security trustee) in the manner provided for in the relevant Collateral Documents or such other subordination and/or intercreditor agreements for the benefit of the Lenders Lenders, the L/C Issuer, and their Affiliates.

Authorization to Enter into, and Enforcement of, the Collateral Documents. The Collateral Administrative Agent is hereby irrevocably authorized by each of the Lenders and the L/C Issuer to execute and deliver the Collateral Documents and the Administrative Agent and the Collateral Agent, as applicable, are hereby irrevocably authorized by each of the Lenders to execute and deliver (including any subordination and/or intercreditor agreement with respect to any Subordinated Debt Intercreditor Agreement contemplated hereunder) on behalf of each of the Lenders and their Affiliates and the L/C Issuer and to take such action and exercise such powers under the Collateral Documents and such other subordination and/or intercreditor agreements as the Administrative Agent or the Collateral Agent considers appropriate, provided neither the Administrative Agent shall not the Collateral Agent shall amend the Collateral Documents or such other subordination and/or intercreditor agreements unless such amendment is agreed to in writing by the Required Lenders. Each Lender and L/C Issuer acknowledges and agrees that it will be bound by the terms and conditions of the Collateral Documents and such other subordination and/or intercreditor agreements upon the execution and delivery thereof by the Administrative Agent or the Collateral Agent, as applicable. Except as otherwise specifically provided for herein, no Lender (or its Affiliates) or L/C Issuer, other than the Administrative Agent or the Collateral Agent, as applicable, shall have the right to institute any suit, action or proceeding in equity or at law for the foreclosure or other realization upon any Collateral or for the execution of any trust or power in respect of the Collateral or for the appointment of a receiver or for the enforcement of any other remedy under the Collateral Documents or such other subordination ‑56‑ and/or intercreditor agreementsDocuments; it being understood and intended that no one or more of the Lenders (or their Affiliates) or L/C Issuer shall have any right in any manner whatsoever to affect, disturb or prejudice the Lien of the Collateral Administrative Agent (or any security trustee therefor) under the Collateral Documents or the rights of the Administrative Agent or any Collateral Agent set forth in Collateral Documents or any other subordination and/or intercreditor agreements by its or their action or to enforce any right thereunder, and that all proceedings at law or in equity shall be instituted, had, and maintained by the Administrative Agent (or the Collateral Agent, as applicable, its security trustee) in the manner provided for in the relevant Collateral Documents or such other subordination and/or intercreditor agreements for the benefit of the Lenders Lenders, the L/C Issuer, and their Affiliates.

Authorization to Enter into, and Enforcement of, the Collateral Documents. The Collateral Agent is hereby irrevocably authorized by each of the Lenders to execute and deliver the Collateral Documents and the Administrative Agent and the Collateral Agent, as applicable, are hereby irrevocably authorized by each of the Lenders to execute and deliver any subordination and/or intercreditor agreement with respect to any Subordinated Debt on behalf of each of the Lenders and their Affiliates and to take such action and exercise such powers under the Collateral Documents and such other subordination and/or intercreditor agreements as the Administrative Agent or the Collateral Agent considers appropriate, ; provided neither that the Administrative Agent not the Collateral Agent shall not amend the Collateral Documents or such other subordination and/or intercreditor agreements unless such amendment is agreed to in writing by the Required Lenders; provided further that the consent of the Required Lenders shall not be required to amend any account control agreement, landlord waiver, bailee waiver or similar agreement. Each Lender acknowledges and agrees that it will be bound by the terms and conditions of the Collateral Documents and such other subordination and/or intercreditor agreements upon the execution and delivery thereof by the Administrative Agent or the Collateral Agent, as applicable. Except as otherwise specifically provided for herein, no Lender (or its Affiliates) other than the Administrative Agent or the Collateral Agent, as applicable, shall have the right to institute any suit, action or proceeding in equity or at law for the foreclosure or other realization upon any Collateral or for the execution of any trust or power in respect of the Collateral or for the appointment of a receiver or for the enforcement of any other remedy under the Collateral Documents or such other subordination ‑56‑ and/or intercreditor agreementsDocuments; it being understood and intended that no one or more of the Lenders (or their Affiliates) shall have any right in any manner whatsoever to affect, disturb or prejudice the Lien of the Collateral Agent (or any security trustee therefor) under the Collateral Documents or the rights of the Administrative Agent or any Collateral Agent set forth in Collateral Documents or any other subordination and/or intercreditor agreements by its or their action or to enforce any right thereunder, 105 and that all proceedings at law or in equity shall be instituted, had, and maintained by the Administrative Agent (or the Collateral Agent, as applicable, its security trustee) in the manner provided for in the relevant Collateral Documents or such other subordination and/or intercreditor agreements for the benefit of the Lenders and their Affiliates.

Authorization to Enter into, and Enforcement of, the Collateral Documents. The Collateral Agent is hereby irrevocably authorized by each of the Lenders to execute and deliver the Collateral Documents and the Administrative Agent and the Collateral Agent, as applicable, are hereby irrevocably authorized by each of the Lenders to execute and deliver any subordination and/or intercreditor agreement with respect to any Subordinated Debt on behalf of each of the Lenders and their Affiliates and to take such action and exercise such powers under the Collateral Documents and such other subordination and/or intercreditor agreements as the Administrative Agent or the Collateral Agent considers 103 appropriate, ; provided neither that the Administrative Agent not the Collateral Agent shall not amend the Collateral Documents or such other subordination and/or intercreditor agreements unless such amendment is agreed to in writing by the Required Lenders; provided further that the consent of the Required Lenders shall not be required to amend any account control agreement, landlord waiver, bailee waiver or similar agreement. Each Lender acknowledges and agrees that it will be bound by the terms and conditions of the Collateral Documents and such other subordination and/or intercreditor agreements upon the execution and delivery thereof by the Administrative Agent or the Collateral Agent, as applicable. Except as otherwise specifically provided for herein, no Lender (or its Affiliates) other than the Administrative Agent or the Collateral Agent, as applicable, shall have the right to institute any suit, action or proceeding in equity or at law for the foreclosure or other realization upon any Collateral or for the execution of any trust or power in respect of the Collateral or for the appointment of a receiver or for the enforcement of any other remedy under the Collateral Documents or such other subordination ‑56‑ and/or intercreditor agreementsDocuments; it being understood and intended that no one or more of the Lenders (or their Affiliates) shall have any right in any manner whatsoever to affect, disturb or prejudice the Lien of the Collateral Agent (or any security trustee therefor) under the Collateral Documents or the rights of the Administrative Agent or any Collateral Agent set forth in Collateral Documents or any other subordination and/or intercreditor agreements by its or their action or to enforce any right thereunder, and that all proceedings at law or in equity shall be instituted, had, and maintained by the Administrative Agent (or the Collateral Agent, as applicable, its security trustee) in the manner provided for in the relevant Collateral Documents or such other subordination and/or intercreditor agreements for the benefit of the Lenders and their Affiliates.

Authorization to Enter into, and Enforcement of, the Collateral Documents. The Collateral Administrative Agent is hereby irrevocably authorized by each of the Lenders Lenders, L/C Issuer and Canadian L/C Issuer to execute and deliver the Collateral Documents and the Administrative Agent and the Collateral Agent, as applicable, are hereby irrevocably authorized by each of the Lenders to execute and deliver any subordination and/or intercreditor agreement with respect to any Subordinated Debt on behalf of each of the Lenders Lenders, L/C Issuer and Canadian L/C Issuer and their Affiliates and to take such action and exercise such powers under the Collateral Documents and such other subordination and/or intercreditor agreements as the Administrative Agent or the Collateral Agent considers appropriate, provided neither the Administrative Agent shall not the Collateral Agent shall amend or waive the Collateral Documents or such other subordination and/or intercreditor agreements unless such amendment or waiver is agreed to in writing by the Required Lenders. Each Lender Lender, L/C Issuer and Canadian L/C Issuer acknowledges and agrees that it will be bound by the terms and conditions of the Collateral Documents and such other subordination and/or intercreditor agreements upon the execution and delivery thereof by the Administrative Agent or the Collateral Agent, as applicable. Except as otherwise specifically provided for herein, no Lender Lender, L/C Issuer or Canadian L/C Issuer (or its Affiliates) other than the Administrative Agent or the Collateral Agent, as applicable, shall have the right to institute any suit, action or proceeding in equity or at law for the foreclosure or other realization upon any Collateral or for the execution of any trust or power in respect of the Collateral or for the appointment of a receiver or for the enforcement of any other remedy under the Collateral Documents or such other subordination ‑56‑ and/or intercreditor agreementsDocuments; it being understood and intended that no one or more of the Lenders Lenders, L/C Issuer and Canadian L/C Issuer (or their Affiliates) shall have any right in any manner whatsoever to affect, disturb or prejudice the Lien of the Collateral Administrative Agent (or any security trustee therefor) under the Collateral Documents or the rights of the Administrative Agent or any Collateral Agent set forth in Collateral Documents or any other subordination and/or intercreditor agreements by its or their action or to enforce any right thereunder, and that all proceedings at law or in equity shall be instituted, had, and maintained by the Administrative Agent (or the Collateral Agent, as applicable, its security trustee) in the manner provided for in the relevant Collateral Documents or such other subordination and/or intercreditor agreements for the benefit of the Lenders Lenders, L/C Issuer and Canadian L/C Issuer and their Affiliates.

Authorization to Enter into, and Enforcement of, the Collateral Documents. The Collateral Administrative Agent is hereby irrevocably authorized by each of the Lenders and the L/C Issuer to execute and deliver the Collateral Documents and the Administrative Agent and the Collateral Agent, as applicable, are hereby irrevocably authorized by each of the Lenders to execute and deliver any subordination and/or intercreditor agreement with respect to any Subordinated Debt on behalf of each of the Lenders and their Affiliates and the L/C Issuer, and to take such action and exercise such powers under the Collateral Documents and such other subordination and/or intercreditor agreements as the Administrative Agent or the Collateral Agent considers appropriate, provided neither the Administrative Agent shall not the Collateral Agent shall amend the Collateral Documents or such other subordination and/or intercreditor agreements unless such amendment is agreed to in writing by the Required Lenders. Each Lender and L/C Issuer acknowledges and agrees that it will be bound by the terms and conditions of the Collateral Documents and such other subordination and/or intercreditor agreements upon the execution and delivery thereof by the Administrative Agent. The Lenders and L/C Issuer(s) hereby irrevocably authorize the Administrative Agent, based upon the instruction of the Required Lenders, to credit bid and purchase (either directly or through one or more acquisition 92 748271253 vehicles) all or any portion of the Collateral at any sale thereof conducted by the Administrative Agent (or any security trustee therefore) under the provisions of the Uniform Commercial Code, including pursuant to Sections 9-610 or 9-620 of the Uniform Commercial Code, at any sale thereof conducted under the provisions of the United States Bankruptcy Code, including Section 363 of the United States Bankruptcy Code, or at any sale or foreclosure conducted by the Administrative Agent or the Collateral Agent, as applicableany security trustee therefore (whether by judicial action or otherwise) in accordance with applicable law. Except as otherwise specifically provided for herein, no Lender (or its Affiliates) or L/C Issuer, other than the Administrative Agent or the Collateral Agent, as applicable, shall have the right to institute any suit, action or proceeding in equity or at law for the foreclosure or other realization upon any Collateral or for the execution of any trust or power in respect of the Collateral or for the appointment of a receiver or for the enforcement of any other remedy under the Collateral Documents or such other subordination ‑56‑ and/or intercreditor agreementsDocuments; it being understood and intended that no one or more of the Lenders (or their Affiliates) or L/C Issuer shall have any right in any manner whatsoever to affect, disturb or prejudice the Lien of the Collateral Administrative Agent (or any security trustee therefor) under the Collateral Documents or the rights of the Administrative Agent or any Collateral Agent set forth in Collateral Documents or any other subordination and/or intercreditor agreements by its or their action or to enforce any right thereunder, and that all proceedings at law or in equity shall be instituted, had, and maintained by the Administrative Agent (or the Collateral Agent, as applicable, its security trustee) in the manner provided for in the relevant Collateral Documents or such other subordination and/or intercreditor agreements for the benefit of the Lenders Lenders, the L/C Issuer, and their Affiliates. Each Lender and L/C Issuer is hereby appointed agent for the purpose of perfecting the Administrative Agent’s security interest in assets which, in accordance with Article 9 of the Uniform Commercial Code or other applicable law can be perfected only by possession. Should any Lender or L/C Issuer (other than the Administrative Agent) obtain possession of any Collateral, such Lender or L/C Issuer shall notify the Administrative Agent thereof, and, promptly upon the Administrative Agent’s request therefor shall deliver such Collateral to the Administrative Agent or in accordance with the Administrative Agent’s instructions.

Authorization to Enter into, and Enforcement of, the Collateral Documents. The Collateral Agent is hereby irrevocably authorized by each of the Lenders to execute and deliver the Collateral Documents and the Administrative Agent and the Collateral Agent, as applicable, are hereby irrevocably authorized by each of the Lenders to execute and deliver any subordination and/or intercreditor agreement with respect to any Subordinated Debt on behalf of each of the Lenders and their Affiliates and to take such action and exercise such powers under the Collateral Documents and such other subordination and/or intercreditor agreements as the Administrative Agent or the Collateral Agent considers appropriate, provided neither the Administrative Agent not the Collateral Agent shall amend the Collateral Documents or such other subordination and/or intercreditor agreements unless such amendment is agreed to in writing by the Required Lenders. Each Lender acknowledges and agrees that it will be bound by the terms and conditions of the Collateral Documents and such other subordination and/or intercreditor agreements upon the execution and delivery thereof by the Administrative Agent or the Collateral Agent, as applicable. Except as otherwise specifically provided for herein, no Lender (or its Affiliates) other than the Administrative Agent or the Collateral Agent, as applicable, shall have the right to institute any suit, action or proceeding in equity or at law for the foreclosure or other realization upon any Collateral or for the execution of any trust or power in respect of the Collateral or for the appointment of a receiver or for the enforcement of any other remedy under the Collateral Documents or such other subordination ‑56‑ and/or intercreditor agreements; it being understood and intended that no one or more of the Lenders (or their Affiliates) shall have any right in any manner whatsoever to affect, disturb or prejudice the Lien of the Collateral Agent under the Collateral Documents or the rights of the Administrative Agent or any Collateral Agent set forth in Collateral Documents or any other subordination and/or intercreditor agreements by its or their action or to enforce any right thereunder, and that all proceedings at law or in equity shall be instituted, had, and maintained by the Administrative Agent or the Collateral Agent, as applicable, in the manner provided for in the relevant Collateral Documents or such other subordination and/or intercreditor agreements for the benefit of the Lenders and their Affiliates.