Common use of Collateral and Guaranty Matters; Enforcement Clause in Contracts

Collateral and Guaranty Matters; Enforcement. The Lenders irrevocably agree that any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document shall be automatically released (i) upon termination of the Commitments and payment in full in cash of all Obligations (other than (x) contingent indemnification obligations not yet accrued and payable and (y) outstanding Letters of Credit pursuant to which credit support reasonably satisfactory to the applicable Issuing Bank shall have been delivered), (ii) if such Lien is no longer required to be granted to secure the Obligations pursuant to the terms of this Agreement, (iii) subject to the last proviso to Section 9.02(b), if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders or (iv) upon the sale or disposition of any such property to a Person that is not a Loan Party, Pledged Subsidiary or a Pledgor pursuant to any transaction permitted hereunder. The Lenders irrevocably agree that each of the Administrative Agent and the Collateral Agent is irrevocably authorized to release any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document in connection with the exercise of remedies hereunder or under any other Loan Document so long as any proceeds thereof are shared in accordance with Section 2.15(b), subject to the Intercreditor Agreements. In addition, the Lenders, the Issuing Banks and the other Secured Parties hereby irrevocably agree that any Guarantor shall be released from its respective Guarantee (i) automatically upon consummation of any transaction permitted hereunder resulting in such Subsidiary ceasing to constitute a Subsidiary or (ii) if the release of such Guarantor is approved, authorized or ratified by the Required Lenders (or such other percentage of Lenders whose consent is required in accordance with Section 9.02). Upon request by the Administrative Agent or the Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s or the Collateral Agent’s authority to release or, unless this Agreement requires that the Lien securing the Obligations be senior or pari passu, subordinate its interest in particular types or items of property pursuant to this Section 8.03. In each case as specified in this Section 8.03, the Administrative Agent and/or the Collateral Agent will promptly (and each Lender irrevocably authorizes the Administrative Agent and the Collateral Agent to), at the Borrower’s expense, execute and deliver to the Borrower or applicable Subsidiary such documents as the Borrower may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents; provided, that prior to any such request, the Borrower shall have in each case delivered to the Administrative Agent a certificate of a Financial Officer of the Borrower providing certifications with respect to such release or subordination as the Administrative Agent or Collateral Agent may reasonably request. By its acceptance of the benefits of this Agreement and the other Loan Documents, each Lender agrees that no Lender shall have any right individually to enforce or seek to enforce this Agreement or the other Loan Documents or to realize upon any collateral or other security given to secure the payment and performance of any of the Secured Obligations.

Collateral and Guaranty Matters; Enforcement. The Lenders irrevocably agree that any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document shall be automatically released (i) upon termination of the Commitments and payment in full in cash of all Obligations (other than (x) contingent indemnification obligations not yet accrued and payable and (y) outstanding Letters of Credit pursuant to which credit support reasonably satisfactory to the applicable Issuing Bank shall have been delivered), (ii) if such Lien is no longer required to be granted to secure the Obligations pursuant to the terms of this Agreement, (iii) subject to the last proviso to Section 9.02(b), if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders or (iv) upon the sale or disposition of any such property to a Person that is not a Loan Party, Pledged Subsidiary, Specified Subsidiary or a Pledgor pursuant to any transaction permitted hereunder. The Lenders irrevocably agree that each of the Administrative Agent and the Collateral Agent is irrevocably authorized to release any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document in connection with the exercise of remedies hereunder or under any other Loan Document so long as any proceeds thereof are shared in accordance with Section 2.15(b), subject to the Intercreditor Agreements. In addition, the Lenders, the Issuing Banks and the other Secured Parties hereby irrevocably agree that any Guarantor shall be released from its respective Guarantee (i) automatically upon consummation of any transaction permitted hereunder resulting in such Subsidiary ceasing to constitute a Subsidiary or (ii) if the release of such Guarantor is approved, authorized or ratified by the Required Lenders (or such other percentage of Lenders whose consent is required in accordance with Section 9.02). Upon request by the Administrative Agent or the Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s or the Collateral Agent’s authority to release or, unless this Agreement requires that the Lien securing the Obligations be senior or pari passu, subordinate its interest in particular types or items of property pursuant to this Section 8.03. In each case as specified in this Section 8.03, the Administrative Agent and/or the Collateral Agent will promptly (and each Lender irrevocably authorizes the Administrative Agent and the Collateral Agent to), at the Borrower’s expense, execute and deliver to the Borrower or applicable Subsidiary such documents as the Borrower may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents; provided, that prior to any such request, the Borrower shall have in each case delivered to the Administrative Agent a certificate of a Financial Officer of the Borrower providing certifications with respect to such release or subordination as the Administrative Agent or Collateral Agent may reasonably request. By its acceptance of the benefits of this Agreement and the other Loan Documents, each Lender agrees that no Lender shall have any right individually to enforce or seek to enforce this Agreement or the other Loan Documents or to realize upon any collateral or other security given to secure the payment and performance of any of the Secured Obligations.

Collateral and Guaranty Matters; Enforcement. (a) The Lenders irrevocably hereby agree that any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document shall be automatically released (i) upon termination of the Commitments and payment in full in cash of all Obligations (other than (x) contingent indemnification obligations not yet accrued and payable and (y) outstanding Letters of Credit pursuant to which credit support reasonably satisfactory to the applicable Issuing Bank shall have been deliveredpayable), (ii) if such Lien is no longer required to be granted to secure the Obligations pursuant to the terms of this Agreement, (iii) subject to the last proviso to Section 9.02(b)11.1, if the release of such Lien is approved, authorized or ratified in writing by the Required Requisite Lenders or (iv) upon the sale or disposition of any such property to a Person that is not a Loan Party, Pledged Subsidiary or a Pledgor pursuant to any transaction permitted hereunder. The Lenders irrevocably agree that each of the Administrative Agent and the Collateral Agent is irrevocably authorized to release any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document in connection with the exercise of remedies hereunder or under any other Loan Document so long as any proceeds thereof are shared in accordance with Section 2.15(b)2.10, subject to the Intercreditor Agreements. . (b) In addition, the Lenders, the Issuing Banks and the other Secured Parties Lenders hereby irrevocably agree that any Guarantor shall be released from its respective Guarantee (i) automatically upon consummation of any transaction permitted hereunder resulting in such Subsidiary ceasing to constitute a Subsidiary or (ii) if the release of such Guarantor is approved, authorized or ratified by the Required Requisite Lenders (or such other percentage of Lenders whose consent is required in accordance with Section 9.0211.1). . (c) Upon request by the Administrative Agent or the Collateral Agent at any time, the Required Requisite Lenders will confirm in writing the Administrative Agent’s or the Collateral Agent’s authority to release or, unless this Agreement requires that the Lien securing the Obligations be senior or pari passu, subordinate its interest in particular types or items of property pursuant to this Section 8.0310.14. In each case as specified in this Section 8.0310.14, the Administrative Agent and/or the Collateral Agent will promptly (and each Lender irrevocably authorizes the Administrative Agent and the Collateral Agent to), at the Borrower’s expense, execute and deliver to the Borrower or applicable Subsidiary such documents as the Borrower may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents; provided, that prior to any such request, the Borrower shall have in each case delivered to the Administrative Agent a certificate of a Financial Officer of the Borrower providing certifications with respect to such release or subordination as the Administrative Agent or Collateral Agent may reasonably request. By . (V) A new Schedule A is hereby affixed to the Credit Agreement in the form of Exhibit A hereto. (W) A new Schedule B is hereby affixed to the Credit Agreement in the form of Exhibit B hereto. (X) A new Schedule C is hereby affixed to the Credit Agreement in the form of Exhibit C hereto. (Y) A new Schedule 6.7 is hereby affixed to the Credit Agreement in the form of Exhibit D hereto. (Z) Schedule 7.1 to the Credit Agreement is hereby amended and restated in its acceptance entirety and replaced with the form of Schedule 7.1 attached as Exhibit E hereto. (AA) Schedule 7.7 to the benefits Credit Agreement is hereby amended and restated in its entirety and replaced with the form of this Schedule 7.7 attached as Exhibit F hereto. (BB) A new Exhibit H is hereby affixed to the Credit Agreement and in the other Loan Documents, each Lender agrees that no Lender shall have any right individually form of Exhibit G hereto. (CC) A new Exhibit I is hereby affixed to enforce or seek to enforce this the Credit Agreement or in the other Loan Documents or to realize upon any collateral or other security given to secure the payment and performance form of any of the Secured ObligationsExhibit H hereto.

Collateral and Guaranty Matters; Enforcement. (a) The Lenders irrevocably hereby agree that any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document shall be automatically released (i) upon termination of the Commitments and payment in full in cash of all Obligations (other than (x) contingent indemnification obligations not yet accrued and payable and (y) outstanding Letters of Credit pursuant to which credit support reasonably satisfactory to the applicable Issuing Bank shall have been deliveredpayable), (ii) if such Lien is no longer required to be granted to secure the Obligations pursuant to the terms of this Agreement, (iii) subject to the last proviso to Section 9.02(b)11.1, if the release of such Lien is approved, authorized or ratified in writing by the Required Requisite Lenders or (iv) upon the sale or disposition of any such property to a Person that is not a Loan Party, Pledged Subsidiary or a Pledgor pursuant to any transaction permitted hereunder. The Lenders irrevocably agree that each of the Administrative Agent and the Collateral Agent is irrevocably authorized to release any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document in connection with the exercise of remedies hereunder or under any other Loan Document so long as any proceeds thereof are shared in accordance with Section 2.15(b)2.10, subject to the Intercreditor Agreements. . (b) In addition, the Lenders, the Issuing Banks and the other Secured Parties Lenders hereby irrevocably agree that any Guarantor shall be released from its respective Guarantee (i) automatically upon consummation of any transaction permitted hereunder resulting in such Subsidiary ceasing to constitute a Subsidiary or (ii) if the release of such Guarantor is approved, authorized or ratified by the Required Requisite Lenders (or such other percentage of Lenders whose consent is required in accordance with Section 9.0211.1). . (c) Upon request by the Administrative Agent or the Collateral Agent at any time, the Required Requisite Lenders will confirm in writing the Administrative Agent’s or the Collateral Agent’s authority to release or, unless this Agreement requires that the Lien securing the Obligations be senior or pari passu, subordinate its interest in particular types or items of property pursuant to this Section 8.0310.14. In each case as specified in this Section 8.0310.14, the Administrative Agent and/or the Collateral Agent will promptly (and each Lender irrevocably authorizes the Administrative Agent and the Collateral Agent to), at the Borrower’s expense, execute and deliver to the Borrower or applicable Subsidiary such documents as the Borrower may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents; provided, that prior to any such request, the Borrower shall have in each case delivered to the Administrative Agent a certificate of a Financial Officer of the Borrower providing certifications with respect to such release or subordination as the Administrative Agent or Collateral Agent may reasonably request. By its acceptance of the benefits of this Agreement and the other Loan Documents, each Lender agrees that no Lender shall have any right individually to enforce or seek to enforce this Agreement or the other Loan Documents or to realize upon any collateral or other security given to secure the payment and performance of any of the Secured Obligations.

Collateral and Guaranty Matters; Enforcement. The Lenders irrevocably agree that any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document shall be automatically released (i) upon termination of the Commitments and payment in full in cash of all Obligations (other than (x) contingent indemnification obligations not yet accrued and payable and (y) outstanding Letters of Credit pursuant to which credit support reasonably satisfactory to the applicable Issuing Bank shall have been deliveredpayable), (ii) if such Lien is no longer required to be granted to secure the Obligations pursuant to the terms of this Agreement, or (iii) subject to the last proviso to Section 9.02(b), if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders or (iv) upon the sale or disposition of any such property to a Person that is not a Loan Party, Pledged Subsidiary or a Pledgor pursuant to any transaction permitted hereunderLenders. The Lenders irrevocably agree that each of the Administrative Agent and the Collateral Agent is irrevocably authorized to release any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document in connection with the exercise of remedies hereunder or under any other Loan Document so long as any proceeds thereof are shared in accordance with Section 2.15(b), subject to the Intercreditor Agreements. In addition, the Lenders, the Issuing Banks and the other Secured Parties hereby irrevocably agree that any Guarantor shall be released from its respective Guarantee (i) automatically upon consummation of any transaction permitted hereunder resulting in such Subsidiary ceasing to constitute a Subsidiary or (ii) if the release of such Guarantor is approved, authorized or ratified by the Required Lenders (or such other percentage of Lenders whose consent is required in accordance with Section 9.02). Upon request by the Administrative Agent or the Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s or the Collateral Agent’s authority to release or, unless this Agreement requires that the Lien securing the Obligations be senior or pari passu, subordinate its interest in particular types or items of property pursuant to this Section 8.03. In each case as specified in this Section 8.03, the Administrative Agent and/or the Collateral Agent will promptly (and each Lender irrevocably authorizes the Administrative Agent and the Collateral Agent to), at the Borrower’s expense, execute and deliver to the Borrower or applicable Subsidiary such documents as the Borrower may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents; provided, that prior to any such request, the Borrower shall have in each case delivered to the Administrative Agent a certificate of a Financial Officer of the Borrower providing certifications with respect to such release or subordination as the Administrative Agent or Collateral Agent may reasonably request. By its acceptance of the benefits of this Agreement and the other Loan Documents, each Lender agrees that no Lender shall have any right individually to enforce or seek to enforce this Agreement or the other Loan Documents or to realize upon any collateral or other security given to secure the payment and performance of any of the Secured Obligations.

Collateral and Guaranty Matters; Enforcement. (a) The Lenders irrevocably hereby agree that any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document shall be automatically released (i) upon termination of the Commitments and payment in full in cash of all Obligations (other than (x) contingent indemnification obligations not yet accrued and payable and (y) outstanding Letters of Credit pursuant to which credit support reasonably satisfactory to the applicable Issuing Bank shall have been deliveredpayable), (ii) if such Lien is no longer required to be granted to secure the Obligations pursuant to the terms of this Agreement, (iii) subject to the last proviso to Section 9.02(b)11.1, if the release of such Lien is approved, authorized or ratified in writing by the Required Requisite Lenders or (iv) upon the sale or disposition of any such property to a Person that is not a Loan Party, Pledged Subsidiary or a Pledgor pursuant to any transaction permitted hereunder. The Lenders irrevocably agree that each of the Administrative Agent and the Collateral Agent is irrevocably authorized to release any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document in connection with the exercise of remedies hereunder or under any other Loan Document so long as any proceeds thereof are shared in accordance with Section 2.15(b)2.11, subject to the Intercreditor Agreements. In addition, the Lenders, the Issuing Banks and the other Secured Parties Lenders hereby irrevocably agree that any Guarantor shall be released from its respective Guarantee (i) automatically upon consummation of any transaction permitted hereunder resulting in such Subsidiary ceasing to constitute a Subsidiary or (ii) if the release of such Guarantor is approved, authorized or ratified by the Required Requisite Lenders (or such other percentage of Lenders whose consent is required in accordance with Section 9.0211.1). . (b) In addition, the Lenders hereby irrevocably agree that any Guarantor shall be released from its respective Guarantee (i) automatically upon consummation of any transaction permitted hereunder resulting in such Subsidiary ceasing to constitute a Subsidiary or (ii) if the release of such Guarantor is approved, authorized or ratified by the Requisite Lenders (or such other percentage of Lenders whose consent is required in accordance with Section 11.1). (c) Upon request by the Administrative Agent or the Collateral Agent at any time, the Required Requisite Lenders will confirm in writing the Administrative Agent’s or the Collateral Agent’s authority to release or, unless this Agreement requires that the Lien securing the Obligations be senior or pari passu, subordinate its interest in particular types or items of property pursuant to this Section 8.0310.14. In each case as specified in this Section 8.0310.14, the Administrative Agent and/or the Collateral Agent will promptly (and each Lender irrevocably authorizes the Administrative Agent and the Collateral Agent to), at the Borrower’s expense, execute and deliver to the Borrower or applicable Subsidiary such documents as the Borrower may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents; provided, that prior to any such request, the Borrower shall have in each case delivered to the Administrative Agent a certificate of a Financial Officer of the Borrower providing certifications with respect to such release or subordination as the Administrative Agent or Collateral Agent may reasonably request. By its acceptance of the benefits of this Agreement and the other Loan Documents, each Lender agrees that no Lender shall have any right individually to enforce or seek to enforce this Agreement or the other Loan Documents or to realize upon any collateral or other security given to secure the payment and performance of any of the Secured Obligations.

Collateral and Guaranty Matters; Enforcement. The Lenders irrevocably agree that any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document shall be automatically released (i) upon termination of the Commitments and payment in full in cash of all Obligations (other than (x) contingent indemnification obligations not yet accrued and payable and (y) outstanding Letters of Credit pursuant to which credit support reasonably satisfactory to the applicable Issuing Bank shall have been delivered), (ii) if such Lien is no longer required to be granted to secure the Obligations pursuant to the terms of this Agreement, (iii) subject to the last proviso to Section 9.02(b), if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders or (iv) upon the sale or disposition of any such property to a Person that is not a Loan Party, Pledged Subsidiary, Specified Subsidiary or a Pledgor pursuant to any transaction permitted hereunderhereunder (including, for the avoidance of doubt, the assets sold pursuant to the Acceptable Reorganization Plan). The Lenders irrevocably agree that each of the Administrative Agent and the Collateral Agent is irrevocably authorized to release any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document in connection with the exercise of remedies hereunder or under any other Loan Document so long as any proceeds thereof are shared in accordance with Section 2.15(b), subject to the Intercreditor Agreements. In addition, the Lenders, the Issuing Banks and the other Secured Parties hereby irrevocably agree that any Guarantor shall be released from its respective Guarantee (i) automatically upon consummation of any transaction permitted hereunder resulting in such Subsidiary ceasing to constitute a Subsidiary (including, for the avoidance of doubt, pursuant to the Acceptable Reorganization Plan) or (ii) if the release of such Guarantor is approved, authorized or ratified by the Required Lenders (or such other percentage of Lenders whose consent is required in accordance with Section 9.02). Upon request by the Administrative Agent or the Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s or the Collateral Agent’s authority to release or, unless this Agreement requires that the Lien securing the Obligations be senior or pari passu, subordinate its interest in particular types or items of property pursuant to this Section 8.03. In each case as specified in this Section 8.03, the Administrative Agent and/or the Collateral Agent will promptly (and each Lender irrevocably authorizes the Administrative Agent and the Collateral Agent to), at the Borrower’s expense, execute and deliver to the Borrower or applicable Subsidiary such documents as the Borrower may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents; provided, that prior to any such request, the Borrower shall have in each case delivered to the Administrative Agent a certificate of a Financial Officer of the Borrower providing certifications with respect to such release or subordination as the Administrative Agent or Collateral Agent may reasonably request. By its acceptance of the benefits of this Agreement and the other Loan Documents, each Lender agrees that no Lender shall have any right individually to enforce or seek to enforce this Agreement or the other Loan Documents or to realize upon any collateral or other security given to secure the payment and performance of any of the Secured Obligations.

Collateral and Guaranty Matters; Enforcement. (a) The Lenders irrevocably hereby agree that any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document shall be automatically released (i) upon termination of the Commitments and payment in full in cash of all Obligations (other than (x) contingent indemnification obligations not yet accrued and payable and (y) outstanding Letters of Credit pursuant to which credit support reasonably satisfactory to the applicable Issuing Bank shall have been deliveredpayable), (ii) if such Lien is no longer required to be granted to secure the Obligations pursuant to the terms of this Agreement, (iii) subject to the last proviso to Section 9.02(b)11.1, if the release of such Lien is approved, authorized or ratified in writing by the Required Requisite Lenders or (iv) upon the sale or disposition of any such property to a Person that is not a Loan Party, Pledged Subsidiary or a Pledgor pursuant to any transaction permitted hereunder. The Lenders irrevocably agree that each of the Administrative Agent and the Collateral Agent is irrevocably authorized to release any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document in connection with the exercise of remedies hereunder or under any other Loan Document so long as any proceeds thereof are shared in accordance with Section 2.15(b)2.11, subject to the Intercreditor Agreements. . (b) In addition, the Lenders, the Issuing Banks and the other Secured Parties Lenders hereby irrevocably agree that any Guarantor shall be released from its respective Guarantee (i) automatically upon consummation of any transaction permitted hereunder resulting in such Subsidiary ceasing to constitute a Subsidiary or (ii) if the release of such Guarantor is approved, authorized or ratified by the Required Requisite Lenders (or such other percentage of Lenders whose consent is required in accordance with Section 9.0211.1). . (c) Upon request by the Administrative Agent or the Collateral Agent at any time, the Required Requisite Lenders will confirm in writing the Administrative Agent’s or the Collateral Agent’s authority to release or, unless this Agreement requires that the Lien securing the Obligations be senior or pari passu, subordinate its interest in particular types or items of property pursuant to this Section 8.0310.14. In each case as specified in this Section 8.0310.14, the Administrative Agent and/or the Collateral Agent will promptly (and each Lender irrevocably authorizes the Administrative Agent and the Collateral Agent to), at the Borrower’s expense, execute and deliver to the Borrower or applicable Subsidiary such documents as the Borrower may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents; provided, that prior to any such request, the Borrower shall have in each case delivered to the Administrative Agent a certificate of a Financial Officer of the Borrower providing certifications with respect to such release or subordination as the Administrative Agent or Collateral Agent may reasonably request. By its acceptance . (U) Section 11.1 of the benefits of this Credit Agreement and is hereby amended by adding the other Loan Documents, each Lender agrees that no Lender shall have any right individually to enforce or seek to enforce this Agreement or following new clause (g) in the other Loan Documents or to realize upon any collateral or other security given to secure the payment and performance of any of the Secured Obligations.proper order: