Common use of Collateral Documents; Successor Collateral Agent Clause in Contracts

Collateral Documents; Successor Collateral Agent. Each Lender hereby further authorizes the Collateral Agent to enter into each Collateral Document, including, without limitation, the Intercreditor Agreement, as secured party on behalf of and for the benefit of the Lenders and the other beneficiaries named therein and agrees to be bound by the terms of each Collateral Document; provided that except as contemplated by the Intercreditor Agreement the Collateral Agent shall not enter into or consent to any Modification, termination or waiver of any provision contained in any Collateral Document without the prior consent of the Requisite Lenders (or, if required pursuant to subsection 9.5, all the Lenders); provided further, however, that, without further written consent or authorization from any Lender, the Collateral Agent may (i) execute any documents or instruments necessary to (a) effect the subordination of the Lien of the applicable Collateral Document to an interest in any Real Property Collateral if required under this Agreement or any Collateral Document, or (b) effect the release of any asset constituting Collateral from the Lien of the applicable Collateral Document in the event that such asset is sold or otherwise disposed of in a transaction effected in accordance with subsection 6.8 or to the extent otherwise required by any Collateral Document and (ii) enter into release and/or escrow arrangements with the Title Company or any other third-party designated by the Collateral Agent for purposes of delivery of Release Instruments. Anything contained in any of the Loan Documents to the contrary notwithstanding, each Lender agrees that no Secured Party other than the Collateral Agent shall have any right individually to realize upon any of the Collateral under any Collateral Document, it being understood and agreed that all rights and remedies under the Collateral Documents may be exercised solely by the Collateral Agent for the benefit of the Secured Parties named therein in accordance with the terms thereof.

Collateral Documents; Successor Collateral Agent. Each Lender and Issuing Bank hereby further authorizes the Collateral Agent to enter into each Collateral Document, including, without limitation, the Intercreditor Agreement, Document as secured party on behalf of and for the benefit of the Lenders Lenders, each Issuing Bank and the other beneficiaries named therein and agrees to be bound by the terms of each Collateral Document; provided that except as contemplated by the Intercreditor Agreement the Collateral Agent shall not enter into or consent to any Modificationamendment, modification, termination or waiver of any provision contained in any Collateral Document without the prior consent of the Requisite Lenders (or, if required pursuant to subsection 9.5Section 10.5, all the Lenders); provided further, however, that, without further written consent notwithstanding anything to the contrary contained herein or authorization from in any Lenderother Loan Document, the Collateral Administrative Agent may is hereby irrevocably authorized by each Lender (iwithout requirement of notice to or consent of any Lender except as expressly required by Section 10.5) to execute any documents or instruments necessary instruments, and to (a) take any other action requested by the Co-Borrowers having the effect the subordination of the Lien of the applicable Collateral Document to an interest in any Real Property Collateral if required under this Agreement or any Collateral Document, or (b) effect the release of releasing any asset constituting Collateral from the Lien of the applicable Collateral Document or releasing any Guaranty of any Subsidiary Guarantor, in each case to the event extent necessary to permit consummation of any transaction not prohibited by any Loan Document or that such asset is sold or otherwise disposed of in a transaction effected has been consented to in accordance with subsection 6.8 or to the extent otherwise required by any Collateral Document and (ii) enter into release and/or escrow arrangements with the Title Company or any other third-party designated by the Collateral Agent for purposes of delivery of Release InstrumentsSection 10.5. Anything contained in any of the Loan Documents to the contrary notwithstanding, each Lender agrees that no Secured Party other than the Collateral Agent Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document, it being understood and agreed that all rights and remedies under the Collateral Documents may be exercised solely by the Collateral Agent for the benefit of the Secured Parties Lenders and the other beneficiaries named therein in accordance with the terms thereof. In the event the Co-Borrowers or any Restricted Subsidiary incurs Refinanced Unsecured Facility Indebtedness that is secured by a Lien otherwise permitted by Section 7.2A(viii), (i) each Lender and Issuing Bank hereby authorizes the Collateral Agent to enter into an Intercreditor Agreement on its behalf and agrees to be bound by the provisions of such Intercreditor Agreement as though a party thereto, and (ii) the Collateral Agent agrees to promptly enter into any such Intercreditor Agreement that complies with the proviso in Section 7.2A(viii).

Collateral Documents; Successor Collateral Agent. Each Lender hereby further authorizes the Collateral Agent to enter into each Collateral Document, including, without limitation, the Intercreditor Agreement, Document as secured party on behalf of and for the benefit of the Lenders and the other beneficiaries named therein and agrees to be bound by the terms of each Collateral Document; provided that except as contemplated by the Intercreditor Agreement the Collateral Agent shall -------- not enter into or consent to any Modificationmaterial amendment, modification, termination or waiver of any provision contained in any Collateral Document without the prior consent of the Requisite Lenders (or, if required pursuant to subsection 9.510.6, all the Lenders); provided further, however, that, without further written -------- ------- ------- consent or authorization from any Lender, the Collateral Agent may (i) execute any documents or instruments necessary to (a) effect the subordination of the Lien of the applicable Collateral Document to an interest in any Real Property Collateral if required under this Agreement or any Collateral Document, or (b) effect the release of any asset constituting Collateral from the Lien of the applicable Collateral Document in the event that such asset is sold in a transaction to which the Requisite Lenders have consented or otherwise disposed of in a transaction effected in accordance with subsection 6.8 permitted by this Agreement, or to the extent otherwise permitted or required by any Collateral Document and (ii) enter into release and/or escrow arrangements with the Title Company or any other third-party designated by the Collateral Agent for purposes of delivery of Release InstrumentsDocument. Anything contained in any of the Loan Documents to the contrary notwithstanding, each Lender agrees that no Secured Party other than the Collateral Agent Lender shall have any right individually to realize upon any of the Collateral under any Collateral DocumentDocument (including without limitation through the exercise of a right of set-off against call deposits of such Lender in which any funds on deposit in the Collateral Account may from time to time be invested), it being understood and agreed that all rights and remedies under the Collateral Documents may be exercised solely by the Collateral Agent for the benefit of the Secured Parties Lenders and the other beneficiaries named therein in accordance with the terms thereof. The Collateral Agent may resign at any time, and a successor Collateral Agent may be appointed, in accordance with subsection 9.5 as if such subsection 9.5 applied to the Collateral Agent in lieu of the Administrative Agent.

Collateral Documents; Successor Collateral Agent. Each Lender hereby further authorizes the Collateral Agent to enter into each Collateral Document, including, without limitation, the Intercreditor Agreement, Document as secured party on behalf of and for the benefit of the Lenders and the other beneficiaries named therein and agrees to be bound by the terms of each Collateral Document; provided that except as contemplated by the Intercreditor Agreement the Collateral Agent shall not enter into or consent to any Modificationamendment, modification, termination or waiver of any provision contained in any Collateral Document without the prior consent of the Requisite Lenders (or, if required pursuant to subsection 9.510.6, all the Lenders); provided further, however, that, without further written consent or authorization from any Lender, the Collateral Agent may (i) execute any documents or instruments necessary to (a) effect the subordination of the Lien of the applicable Collateral Document to an interest in any Real Property Collateral if required under this Agreement or any Collateral Document, or (b) effect the release of any asset constituting Collateral from the Lien of the applicable Collateral Document in the event that such asset is sold or otherwise disposed of in a transaction effected in accordance with subsection 6.8 7.7(iv), 7.7(v), 7.7(vi) or 7.7(vii) or to the extent otherwise required by any Collateral Document and (ii) enter into release and/or escrow arrangements with the Title Company or any other third-party designated by the Collateral Agent for purposes of delivery of Release InstrumentsDocument. Anything contained in any of the Loan Documents to the contrary notwithstanding, each Lender agrees that no Secured Party other than the Collateral Agent Lender shall have any right individually to realize upon any of the Collateral under any Collateral DocumentDocument (including without limitation through the exercise of a right of set-off against call deposits of such Lender in which any funds on deposit in the Collateral Account may from time to time be invested), it being understood and agreed that all rights and remedies under the Collateral Documents may be exercised solely by the Collateral Agent for the benefit of the Secured Parties Lenders and the other beneficiaries named therein in accordance with the terms thereof.. The Collateral Agent may resign at any time, and a successor Collateral Agent may be appointed, in accordance with subsection 9.5 as if such subsection 9.5 applied to the Collateral Agent in lieu of the Administrative Agent. 128

Collateral Documents; Successor Collateral Agent. Each Lender hereby further authorizes the Collateral Agent to enter into each Collateral Document, including, without limitation, the Intercreditor Agreement, Document as secured party on behalf of and for the benefit of the Lenders and the other beneficiaries named therein and agrees to be bound by the terms of each Collateral Document; provided that except as contemplated by the Intercreditor Agreement the Collateral Agent shall -------- not enter into or consent to any Modificationmaterial amendment, modification, termination or waiver of any provision contained in any Collateral Document without the prior consent of the Requisite Lenders (or, if required pursuant to subsection 9.510.6, all the Lenders); provided further, however, that, without further written -------- ------- ------- consent or authorization from any Lender, the Collateral Agent may (i) execute any documents or instruments necessary to (a) effect the subordination of the Lien of the applicable Collateral Document to an interest in any Real Property Collateral if required under this Agreement or any Collateral Document, or (b) effect the release of any asset constituting Collateral from the Lien of the applicable Collateral Document in the event that such asset is sold in a transaction to which the Requisite Lenders have consented or otherwise disposed of in a transaction effected in accordance with subsection 6.8 permitted by this Agreement, or to the extent otherwise permitted or required by any Collateral Document and (ii) enter into release and/or escrow arrangements with the Title Company or any other third-party designated by the Collateral Agent for purposes of delivery of Release InstrumentsDocument. Anything contained in any of the Loan Documents to the contrary notwithstanding, each Lender agrees that no Secured Party other than the Collateral Agent Lender shall have any right individually to realize upon any of the Collateral under any Collateral DocumentDocument (including without limitation through the exercise of a right of set-off against call deposits of such Lender in which any funds on deposit in the Collateral 120 Account may from time to time be invested), it being understood and agreed that all rights and remedies under the Collateral Documents may be exercised solely by the Collateral Agent for the benefit of the Secured Parties Lenders and the other beneficiaries named therein in accordance with the terms thereof. The Collateral Agent may resign at any time, and a successor Collateral Agent may be appointed, in accordance with subsection 9.5 as if such subsection 9.5 applied to the Collateral Agent in lieu of the Administrative Agent.

Collateral Documents; Successor Collateral Agent. Each Lender and Issuing Bank hereby further authorizes the Collateral Agent to enter into each Collateral Document, including, without limitation, the Intercreditor Agreement, Document as secured party on behalf of and for the benefit of the Lenders Lenders, each Issuing Bank and the other beneficiaries named therein and agrees to be bound by the terms of each Collateral Document; provided that except as contemplated by the Intercreditor Agreement the Collateral Agent shall not enter into or consent to any Modificationamendment, modification, termination or waiver of any provision contained in any Collateral Document without the prior consent of the Requisite Lenders (or, if required pursuant to subsection 9.5Section 10.5, all the Lenders); provided further, however, that, without further written consent notwithstanding anything to the contrary contained herein or authorization from in any Lenderother Loan Document, the Collateral Administrative Agent may is hereby irrevocably authorized by each Lender (iwithout requirement of notice to or consent of any Lender except as expressly required by Section 10.5) to execute any documents or instruments necessary instruments, and to (a) take any other action requested by the Borrower having the effect the subordination of the Lien of the applicable Collateral Document to an interest in any Real Property Collateral if required under this Agreement or any Collateral Document, or (b) effect the release of releasing any asset constituting Collateral from the Lien of the applicable Collateral Document or releasing any Guaranty of any Subsidiary Guarantor, in each case to the event extent necessary to permit consummation of any transaction not prohibited by any Loan Document or that such asset is sold or otherwise disposed of in a transaction effected has been consented to in accordance with subsection 6.8 or to the extent otherwise required by any Collateral Document and (ii) enter into release and/or escrow arrangements with the Title Company or any other third-party designated by the Collateral Agent for purposes of delivery of Release InstrumentsSection 10.5. Anything contained in any of the Loan Documents to the contrary notwithstanding, each Lender agrees that no Secured Party other than the Collateral Agent Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document, it being understood and agreed that all rights and remedies under the Collateral Documents may be exercised solely by the Collateral Agent for the benefit of the Secured Parties Lenders and the other beneficiaries named therein in accordance with the terms thereof.