Common use of Collateral Documents, Guaranties and Intercreditor Agreement Clause in Contracts

Collateral Documents, Guaranties and Intercreditor Agreement. Each ------------------------------------------------------------ Bank hereby further authorizes Collateral Agent, on behalf of and for the benefit of Banks, to enter into each Collateral Document as secured party and hereby authorizes Administrative Agent, on behalf of and for the benefit of Banks, to enter into each Guaranty and the Intercreditor Agreement, and each Bank agrees to be bound by the terms of each Collateral Document, each Guaranty and the Intercreditor Agreement; provided that neither Administrative Agent nor -------- Collateral Agent shall (a) enter into or consent to any material amendment, modification, termination or waiver of any provision contained in any Collateral Document or Guaranty or (b) release any Collateral without the prior consent of Majority Banks, Requisite Banks or all Banks, as provided in Section 10.1; provided, however, that, without further written consent or authorization from -------- ------- Banks, Administrative Agent or Collateral Agent, as the case may be, may execute any documents or instruments necessary to (i) release any Lien encumbering any item of Collateral that is the subject of a Capital Lease, Equipment Financing Transaction, Real Estate Financing Transaction, Permitted Foreign Receivables Purchase Facility or sale or other disposition of assets permitted by Section 7.3, (ii) release any Guarantor from a Guaranty if all of the Capital Stock of such Guarantor is sold to any Person (other than an Affiliate of Company) pursuant to a sale or other disposition permitted by Section 7.3, or (iii) subordinate the Liens of Collateral Agent, on behalf of Banks, to any Lien permitted hereunder. Anything contained in any of the Loan Documents to the contrary notwithstanding, Company, Administrative Agent, Collateral Agent and each Bank hereby agree that (A) no Bank shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce any Guaranty, it being understood and agreed that all powers, rights and remedies under the Collateral Documents and the Guaranties may be exercised solely by Administrative Agent or Collateral Agent for the benefit of Banks in accordance with the terms thereof, and (B) in the event of a foreclosure by Collateral Agent on any of the Collateral pursuant to a public or private sale, Administrative Agent, Collateral Agent or any Bank may be the purchaser of any or all of such Collateral at any such sale and Administrative Agent, as agent for and representative of Banks (but not any Bank or Banks in its or their respective individual capacities unless Majority Banks shall otherwise agree in writing) 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 a credit on account of the purchase price for any collateral payable by Administrative Agent at such sale.

Collateral Documents, Guaranties and Intercreditor Agreement. Each ------------------------------------------------------------ Bank hereby further authorizes Collateral Agent, on behalf of and for the benefit of Banks, to enter into each Collateral Document as secured party and hereby authorizes Administrative Agent, on behalf of and for the benefit of Banks, to enter into each Guaranty and the Intercreditor Agreement, and each Bank agrees to be bound by the terms of each Collateral Document, each Guaranty and the Intercreditor Agreement; provided provided, however, that neither Administrative Agent nor Collateral -------- Collateral ------- Agent shall (a) enter into or consent to any material amendment, modification, termination or waiver of any provision contained in any Collateral Document or Guaranty or (b) release any Collateral without the prior consent of Majority Banks, Requisite Banks or all Banks, as provided in Section 10.110.20; provided, -------- however, that, without further written consent or authorization from -------- ------- Banks, Administrative ------- Agent or Collateral Agent, as the case may be, may execute any documents or instruments necessary to (i) release any Lien encumbering any item of Collateral that is the subject of a Capital Lease, Equipment Financing Transaction, Real Estate Financing Transaction, Permitted Foreign Receivables Purchase Facility or sale or other disposition of assets permitted by Section 7.3, (ii) release any Guarantor from a Guaranty if all of the Capital Stock of such Guarantor is sold to any Person (other than an Affiliate of Company) pursuant to a sale or other disposition permitted by Section 7.3, or (iii) subordinate the Liens of Collateral Agent, on behalf of Banks, to any Lien permitted hereunder. Anything contained in any of the Loan Documents to the contrary notwithstanding, Company, Administrative Agent, Collateral Agent and each Bank hereby agree that (A) no Bank shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce any Guaranty, it being understood and agreed that all powers, rights and remedies under the Collateral Documents and the Guaranties may be exercised solely by Administrative Agent or Collateral Agent for the benefit of Banks in accordance with the terms thereof, and (B) in the event of a foreclosure by Collateral Agent on any of the Collateral pursuant to a public or private sale, Administrative Agent, Collateral Agent or any Bank may be the purchaser of any or all of such Collateral at any such sale and Administrative Agent, as agent for and representative of Banks (but not any Bank or Banks in its or their respective individual capacities unless Majority Banks shall otherwise agree in writing) 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 a credit on account of the purchase price for any collateral payable by Administrative Agent at such sale.

Collateral Documents, Guaranties and Intercreditor Agreement. Each ------------------------------------------------------------ Bank hereby further authorizes Collateral Agent, on behalf of and for the benefit of Banks, to enter into each Collateral Document as secured party and hereby authorizes Administrative Agent, on behalf of and for the benefit of Banks, to enter into each Guaranty and the Intercreditor Agreement, and each Bank agrees to be bound by the terms of each Collateral Document, each Guaranty and the Intercreditor Agreement; provided provided, however, that neither Administrative Agent nor Collateral -------- Collateral ------- Agent shall (a) enter into or consent to any material amendment, modification, termination or waiver of any provision contained in any Collateral Document or Guaranty or (b) release any Collateral without the prior consent of Majority Banks, Requisite Banks or all Banks, as provided in Section 10.110.21; provided, -------- however, that, without further written consent or authorization from -------- ------- Banks, Administrative ------- Agent or Collateral Agent, as the case may be, may execute any documents or instruments necessary to (i) release any Lien encumbering any item of Collateral that is the subject of a Capital Lease, Equipment Financing Transaction, Real Estate Financing Transaction, Permitted Foreign Receivables Purchase Facility or sale or other disposition of assets permitted by Section 7.3, (ii) release any Guarantor from a Guaranty if all of the Capital Stock of such Guarantor is sold to any Person (other than an Affiliate of Company) pursuant to a sale or other disposition permitted by Section 7.3, or (iii) subordinate the Liens of Collateral Agent, on behalf of Banks, to any Lien permitted hereunder. Anything contained in any of the Loan Documents to the contrary notwithstanding, Company, Administrative Agent, Collateral Agent and each Bank hereby agree that (A) no Bank shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce any Guaranty, it being understood and agreed that all powers, rights and remedies under the Collateral Documents and the Guaranties may be exercised solely by Administrative Agent or Collateral Agent for the benefit of Banks in accordance with the terms thereof, and (B) in the event of a foreclosure by Collateral Agent on any of the Collateral pursuant to a public or private sale, Administrative Agent, Collateral Agent or any Bank may be the purchaser of any or all of such Collateral at any such sale and Administrative Agent, as agent for and representative of Banks (but not any Bank or Banks in its or their respective individual capacities unless Majority Banks shall otherwise agree in writing) 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 a credit on account of the purchase price for any collateral payable by Administrative Agent at such sale.