Common use of Collateral Documents; Guaranty and Intercreditor Agreement Clause in Contracts

Collateral Documents; Guaranty and Intercreditor Agreement. Each Lender (which term shall include, for purposes of this subsection 9.6, any Swap Counterparty) hereby further authorizes Administrative Agent and Collateral Agent, on behalf of and for the benefit of Lenders, to enter into each Collateral Document as secured party and the Intercreditor Agreement, and to be the agent for and representative of Lenders under each Guaranty. Each Lender agrees to be bound by the terms of each Collateral Document, the Intercreditor Agreement and the Guaranty; provided that Collateral Agent shall not (i) enter into or consent to any material amendment, modification, termination or waiver of any provision contained in any Collateral Document, the Intercreditor Agreement or the Guaranty or (ii) release any Collateral (except as otherwise expressly permitted or required pursuant to the terms of this Agreement or the applicable Collateral Document), in each case without the prior consent of Requisite Lenders (or, if required pursuant to subsection 10.6, all Lenders); provided further, however, that, without further written consent or authorization from Lenders, Collateral Agent may execute any documents or instruments necessary to (a) release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted by this Agreement or to which Requisite Lenders (or such greater number of Lenders as may be required pursuant to subsection 10.6) have otherwise consented, (b) release any Guarantor from the Guaranty if the Capital Stock of such Guarantor is sold to any Person (other than an Affiliate of Company) such that it no longer constitutes a Subsidiary pursuant to a sale or other disposition permitted hereunder or to which Requisite Lenders have (or such greater number of Lenders as may be required by subsection 10.6) otherwise consented or (c) subordinate the Liens of Collateral Agent, on behalf of Lenders, to any Liens permitted by clauses (ii) and (iii) of subsection 7.2A; provided that, in the case of a sale of such item of Collateral or stock referred to in subdivision (a) or (b), the requirements of subsection 10.14 are satisfied. Further, each Lender acknowledges that certain rights and remedies under the Loan Documents are subject to the terms of the Intercreditor Agreement. Anything contained in any of the Loan Documents to the contrary notwithstanding, Company, Administrative Agent, Collateral Agent and each Lender hereby agree that (1) no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce any Guaranty or the Intercreditor Agreement, it being understood and agreed that all powers, rights and remedies under the Collateral Documents, the Intercreditor Agreement and the Guaranty may be exercised solely by Administrative Agent and/or Collateral Agent for the benefit of Lenders in accordance with the terms thereof, and (2) in the event of a foreclosure by Collateral Agent on any of the Collateral pursuant to a public or private sale, Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Administrative Agent, as agent for and representative of Lenders (but not any Lender or Lenders in its or their respective individual capacities unless Requisite Lenders 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; Guaranty and Intercreditor Agreement. Each Lender (which term shall include, for purposes of this subsection 9.6, any Swap Counterparty) hereby further authorizes Administrative Agent and Collateral Agent, on behalf of and for the benefit of Lenders, to enter into each Collateral Document as secured party and the Intercreditor Agreement, and to be the agent for and representative of Lenders under each Guaranty. Each Lender agrees to be bound by the terms of each Collateral Document, the Intercreditor Agreement and the Guaranty; provided that Collateral Agent shall not (i) enter into or consent to any material amendment, modification, termination or waiver of any provision contained in any Collateral Document, the Intercreditor Agreement or the Guaranty or (ii) release any Collateral (except as otherwise expressly permitted or required pursuant to the terms of this Agreement or the applicable Collateral Document), in each case without the prior consent of Requisite Lenders (or, if required pursuant to subsection 10.6, all Lenders); provided further, however, that, without further written consent or authorization from Lenders, Collateral Agent may execute any documents or instruments necessary to (a) release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted by this Agreement or to which Requisite Lenders (or such greater number of Lenders as may be required pursuant to subsection 10.6) have otherwise consented, (b) release any Guarantor from the Guaranty if the Capital Stock of such Guarantor is sold to any Person (other than an Affiliate of Company) such that it no longer constitutes a Subsidiary pursuant to a sale or other disposition permitted hereunder or to which Requisite Lenders have (or such greater number of Lenders as may be required by subsection 10.6) otherwise consented or consented, (c) subordinate the Liens of Collateral Agent, on behalf of Lenders, to any Liens permitted by clauses (ii) and (iii) of subsection 7.2A7.2A or (d) release any Lien encumbering any Collateral that is the subject of any Restricted Junior Payment or Investment permitted by this Agreement or to which Requisite Lenders (or such greater number of Lenders as may be required by subsection 10.6) have otherwise consented; provided that, in the case of a sale of such item of Collateral or stock referred to in subdivision (a) or (b), the requirements of subsection 10.14 are satisfied. Further, each Lender acknowledges that certain rights and remedies under the Loan Documents are subject to the terms of the Intercreditor Agreement. Anything contained in any of the Loan Documents to the contrary notwithstanding, Company, Administrative Agent, Collateral Agent and each Lender hereby agree that (1) no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce any Guaranty or the Intercreditor Agreement, it being understood and agreed that all powers, rights and remedies under the Collateral Documents, the Intercreditor Agreement and the Guaranty may be exercised solely by Administrative Agent and/or Collateral Agent for the benefit of Lenders in accordance with the terms thereof, and (2) in the event of a foreclosure by Collateral Agent on any of the Collateral pursuant to a public or private sale, Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Administrative Agent, as agent for and representative of Lenders (but not any Lender or Lenders in its or their respective individual capacities unless Requisite Lenders 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; Guaranty and Intercreditor Agreement. Each Lender (which term shall include, for purposes of this subsection 9.6, any Swap Counterparty) hereby further authorizes Administrative Agent and Collateral Agent, on behalf of and for the benefit of Lenders, to enter into each Collateral Document as secured party and the Intercreditor Agreement, and to be the agent for and representative of Lenders under each Guaranty. Each Lender agrees to be bound by the terms of each Collateral Document, the Intercreditor Agreement and the Guaranty; provided that Collateral Agent shall not (i) enter into or consent to any material amendment, modification, termination or waiver of any provision contained in any Collateral Document, the Intercreditor Agreement or the Guaranty or (ii) release any Collateral (except as otherwise expressly permitted or required pursuant to the terms of this Agreement, the Intercreditor Agreement or the applicable Collateral Document), in each case without the prior consent of Requisite Lenders (or, if required pursuant to subsection 10.6, all Lenders); provided further, however, that, without further written consent or authorization from Lenders, Collateral Agent may execute any documents or instruments necessary to (a) release any Lien encumbering any item of Collateral (i) that is the subject of a sale or other disposition of assets permitted by this Agreement or to which Requisite Lenders (or such greater number of Lenders as may be required pursuant to subsection 10.6) have otherwise consentedconsented or (ii) that is required pursuant to the Intercreditor Agreement, (b) release any Guarantor from the Guaranty if the Capital Stock of such Guarantor is sold to any Person (other than an Affiliate of Company) such that it no longer constitutes a Subsidiary pursuant to a sale or other disposition permitted hereunder or to which Requisite Lenders have (or such greater number of Lenders as may be required by subsection 10.6) otherwise consented or that is required pursuant to the Intercreditor Agreement or (c) subordinate the Liens of Collateral Agent, on behalf of Lenders, to any Liens permitted by clauses (ii) and (iii) of subsection 7.2A; provided that, in the case of a sale of such item of Collateral or stock referred to in subdivision (a) or (b), the requirements of subsection 10.14 are satisfied. Further, each Lender acknowledges that certain rights and remedies under the Loan Documents are subject to the terms of the Intercreditor Agreement. Anything contained in any of the Loan Documents to the contrary notwithstanding, Company, Administrative Agent, Collateral Agent and each Lender hereby agree that (1) no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce any Guaranty or the Intercreditor Agreement, it being understood and agreed that all powers, rights and remedies under the Collateral Documents, the Intercreditor Agreement and the Guaranty may be exercised solely by Administrative Agent and/or Collateral Agent for the benefit of Lenders in accordance with the terms thereof, and (2) in the event of a foreclosure by Collateral Agent on any of the Collateral pursuant to a public or private sale, Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Administrative Agent, as agent for and representative of Lenders (but not any Lender or Lenders in its or their respective individual capacities unless Requisite Lenders 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; Guaranty and Intercreditor Agreement. Each Lender (which term shall include, for purposes of this subsection 9.6, any Swap Counterparty) hereby further authorizes Administrative Agent and Collateral Agent, on behalf of and for the benefit of Lenders, to enter into each Collateral Document as secured party and the Intercreditor intercreditor agreements pursuant to this Agreement, and to be the agent for and representative of Lenders under each Guaranty. Each Lender agrees to be bound by the terms of each Collateral Document, the Intercreditor Agreement intercreditor 509265-1822-13506-Active.15159325.22 agreement and the Guaranty; provided that Collateral Agent shall not (i) enter into or consent to any material amendment, modification, termination or waiver of any provision contained in any Collateral Document, the Intercreditor Agreement any intercreditor agreement or the Guaranty or (ii) release any Collateral (except as otherwise expressly permitted or required pursuant to the terms of this Agreement or the applicable Collateral Document), in each case without the prior consent of Requisite Lenders (or, if required pursuant to subsection 10.6, all Lenders); provided further, however, that, without further written consent or authorization from Lenders, Collateral Agent may execute any documents or instruments necessary to (a) release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets (other than to a Loan Party) permitted by this Agreement or to which Requisite Lenders (or such greater number of Lenders as may be required pursuant to subsection 10.6) have otherwise consented, (b) release any Guarantor from the Guaranty if the Capital Stock of such Guarantor is sold to any Person (other than an Affiliate of Company) such that it no longer constitutes a Subsidiary pursuant to a sale or other disposition permitted hereunder or to which Requisite Lenders have (or such greater number of Lenders as may be required by subsection 10.6) otherwise consented or consented, (c) subordinate the Liens of Collateral Agent, on behalf of Lenders, to any Liens permitted by clauses (ii) and (iii) of subsection 7.2A7.2A or (d) release any Lien encumbering any Collateral that is the subject of any Restricted Junior Payment or Investment permitted by this Agreement or to which Requisite Lenders (or such greater number of Lenders as may be required by subsection 10.6) have otherwise consented; provided that, in the case of a sale of such item of Collateral or stock Capital Stock referred to in subdivision (a) or (b), the requirements Administrative Agent shall have received an Officer’s Certificate (i) stating that the Collateral or the Capital Stock subject to such disposition is being sold or otherwise disposed of subsection 10.14 are satisfiedin compliance with the terms hereof and (ii) specifying the Collateral or Capital Stock being sold or otherwise disposed of in the proposed transaction. Further, each Lender acknowledges that certain rights and remedies under the Loan Documents are may become subject to the terms of the Intercreditor one or more intercreditor agreements pursuant to this Agreement. Anything contained in any of the Loan Documents to the contrary notwithstanding, Company, Administrative Agent, Collateral Agent and each Lender hereby agree that (1) no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce any Guaranty or the Intercreditor Agreementany such intercreditor agreement, it being understood and agreed that all powers, rights and remedies under the Collateral Documents, the Intercreditor Agreement any such intercreditor agreement and the Guaranty may be exercised solely by Administrative Agent and/or Collateral Agent for the benefit of Lenders in accordance with the terms thereof, and (2) in the event of a foreclosure by Collateral Agent on any of the Collateral pursuant to a public or private sale, Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Administrative Agent, as agent for and representative of Lenders (but not any Lender or Lenders in its or their respective individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding (including credit 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; Guaranty and Intercreditor Agreement. Each Lender (which term shall include, for purposes of this subsection 9.6, any Swap Counterparty) hereby further authorizes Administrative Agent and Collateral Agent, on behalf of and for the benefit of Lenders, to enter into each Collateral Document as secured party and the Intercreditor Agreement, and to be the agent for and representative of Lenders under each Guaranty. Each Lender agrees to be bound by the terms of each Collateral Document, the Intercreditor Agreement and the Guaranty; provided that Collateral Agent shall not (i) enter into or consent to any material amendment, modification, termination or waiver of any provision contained in any Collateral Document, the Intercreditor Agreement or the Guaranty or (ii) release any Collateral (except as otherwise expressly permitted or required pursuant to the terms of this Agreement, the Intercreditor Agreement or the applicable Collateral Document), in each case without the prior consent of Requisite Lenders (or, if required pursuant to subsection 10.6, all Lenders); provided further, however, that, without further written consent or authorization from Lenders, Collateral Agent may execute any documents or instruments necessary to (a) release any Lien encumbering any item of Collateral (i) that is the subject of a sale or other disposition of assets permitted by this Agreement or to which Requisite Lenders (or such greater number of Lenders as may be required pursuant to subsection 10.6) have otherwise consentedconsented or (ii) that is required pursuant to the Intercreditor Agreement, (b) release any Guarantor from the Guaranty if the Capital Stock of such Guarantor is sold to any Person (other than an Affiliate of Company) such that it no longer constitutes a Subsidiary pursuant to a sale or other disposition permitted hereunder or to which Requisite Lenders have (or such greater number of Lenders as may be required by subsection 10.6) otherwise consented or that is required pursuant to the Intercreditor Agreement, (c) subordinate the Liens of Collateral Agent, on behalf of Lenders, to any Liens permitted by clauses (ii) and (iii) of subsection 7.2A7.2A or (d) release any Lien encumbering any Collateral that is the subject of any Restricted Junior Payment or Investment permitted by this Agreement or to which Requisite Lenders (or such greater number of Lenders as may be required by subsection 10.6) have otherwise consented; provided that, in the case of a sale of such item of Collateral or stock referred to in subdivision (a) or (b), the requirements of subsection 10.14 are satisfied. Further, each Lender acknowledges that certain rights and remedies under the Loan Documents are subject to the terms of the Intercreditor Agreement. Anything contained in any of the Loan Documents to the contrary notwithstanding, Company, Administrative Agent, Collateral Agent and each Lender hereby agree that (1) no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce any Guaranty or the Intercreditor Agreement, it being understood and agreed that all powers, rights and remedies under the Collateral Documents, the Intercreditor Agreement and the Guaranty may be exercised solely by Administrative Agent and/or Collateral Agent for the benefit of Lenders in accordance with the terms thereof, and (2) in the event of a foreclosure by Collateral Agent on any of the Collateral pursuant to a public or private sale, Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Administrative Agent, as agent for and representative of Lenders (but not any Lender or Lenders in its or their respective individual capacities unless Requisite Lenders 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.