Common use of Rights to Administer Credit Clause in Contracts

Rights to Administer Credit. The Administrative Agent and the Lenders, either directly or through the Administrative Agent, and each Borrower may at any time and from time to time, without the consent of, or notice to, the other Borrowers, without incurring responsibility to the other Borrowers, and without affecting, impairing or releasing any of the Obligations of the other Borrowers hereunder: 12.2.1 alter, change, modify, extend, release, renew, cancel, supplement or amend in any manner the Loan Documents, and the Borrowers’ joint and several liability shall continue to apply after giving effect to any such alteration, change, modification, extension, release, renewal, cancellation, supplement or amendment; 12.2.2 sell, exchange, surrender, realize upon, release (with or without consideration) or otherwise deal with in any manner and in any order any property of any Person mortgaged to the Administrative Agent or the Lenders or otherwise securing the Borrowers’ joint and several liability, or otherwise providing recourse to the Administrative Agent or the Lenders with respect thereto; 12.2.3 exercise or refrain from exercising any rights against a Borrower or others with respect to the Borrowers’ joint and several liability, or otherwise act or refrain from acting; 12.2.4 settle or compromise any Borrower’s joint and several liability, any security therefor or other recourse with respect thereto, or subordinate the payment or performance of all or any part thereof to the payment of any liability (whether due or not) of any Borrower to any creditor of any Borrower, including without limitation, the Administrative Agent, any Lender and any Borrower; 12.2.5 apply any sums received by the Administrative Agent or by any Lender from any source in respect of any liabilities of any Borrower to the Administrative Agent or any Lender to any of such liabilities, regardless of whether the Notes remain unpaid; 12.2.6 fail to set off or release, in whole or in part, any balance of any account or any credit on its books in favor of any Borrower, or of any other Person, and extend credit in any manner whatsoever to any Borrower, and generally deal with any Borrower and any security for the Borrowers’ joint and several liability or any recourse with respect thereto as the Administrative Agent or any Lender may see fit; and 12.2.7 consent to or waive any breach of, or any act, omission or default under, this Agreement or any other Loan Document, including, without limitation, any agreement providing Collateral for the payment of the Borrowers’ joint and several liability or any other indebtedness of the Borrowers to the Lenders.

Rights to Administer Credit. The Administrative Agent and the Lenders, either directly or through the Administrative Agent, and each Domestic Borrower may at any time and from time to time, without the consent of, or notice to, the other Domestic Borrowers, without incurring responsibility to the other Domestic Borrowers, and without affecting, impairing or releasing any of the Obligations of the other Domestic Borrowers hereunder: 12.2.1 12.2.1. alter, change, modify, extend, release, renew, cancel, supplement or amend in any manner the Loan Documents, and the Domestic Borrowers’ joint and several liability shall continue to apply after giving effect to any such alteration, change, modification, extension, release, renewal, cancellation, supplement or amendment; 12.2.2 12.2.2. sell, exchange, surrender, realize upon, release (with or without consideration) or otherwise deal with in any manner and in any order any property of any Person mortgaged to the Administrative Agent or the Lenders or otherwise securing the Domestic Borrowers’ joint and several liability, or otherwise providing recourse to the Administrative Agent or the Lenders with respect thereto; 12.2.3 12.2.3. exercise or refrain from exercising any rights against a Domestic Borrower or others with respect to the Domestic Borrowers’ joint and several liability, or otherwise act or refrain from acting; 12.2.4 12.2.4. settle or compromise any Domestic Borrower’s joint and several liability, any security therefor or other recourse with respect thereto, or subordinate the payment or performance of all or any part thereof to the payment of any liability (whether due or not) of any Domestic Borrower to any creditor of any Domestic Borrower, including without limitation, the Administrative Agent, any Lender and any Domestic Borrower; 12.2.5 12.2.5. apply any sums received by the Administrative Agent or by any Lender from any source in respect of any liabilities of any Domestic Borrower to the Administrative Agent or any Lender to any of such liabilities, regardless of whether the Notes remain unpaid; 12.2.6 12.2.6. fail to set off or release, in whole or in part, any balance of any account or any credit on its books in favor of any Domestic Borrower, or of any other Person, and extend credit in any manner whatsoever to any Domestic Borrower, and generally deal with any Domestic Borrower and any security for the Domestic Borrowers’ joint and several liability or any recourse with respect thereto as the Administrative Agent or any Lender may see fit; and 12.2.7 12.2.7. consent to or waive any breach of, or any act, omission or default under, this Agreement or any other Loan Document, including, without limitation, any agreement providing Collateral for the payment of the Domestic Borrowers’ joint and several liability or any other indebtedness of the Domestic Borrowers to the Lenders.

Rights to Administer Credit. The Administrative Agent and the Lenders, either directly or through the Administrative Agent, and each Domestic Borrower may at any time and from time to time, without the consent of, or notice to, the other Domestic Borrowers, without incurring responsibility to the other Domestic Borrowers, and without without 1. 1097380671\10\AMERICAS affecting, impairing or releasing any of the Obligations of the other Domestic Borrowers hereunder: 12.2.1 12.2.1. alter, change, modify, extend, release, renew, cancel, supplement or amend in any manner the Loan Documents, and the Domestic Borrowers’ joint and several liability shall continue to apply after giving effect to any such alteration, change, modification, extension, release, renewal, cancellation, supplement or amendment; 12.2.2 12.2.2. sell, exchange, surrender, realize upon, release (with or without consideration) or otherwise deal with in any manner and in any order any property of any Person mortgaged to the Administrative Agent or the Lenders or otherwise securing the Domestic Borrowers’ joint and several liability, or otherwise providing recourse to the Administrative Agent or the Lenders with respect thereto; 12.2.3 12.2.3. exercise or refrain from exercising any rights against a Domestic Borrower or others with respect to the Domestic Borrowers’ joint and several liability, or otherwise act or refrain from acting; 12.2.4 12.2.4. settle or compromise any Domestic Borrower’s joint and several liability, any security therefor or other recourse with respect thereto, or subordinate the payment or performance of all or any part thereof to the payment of any liability (whether due or not) of any Domestic Borrower to any creditor of any Domestic Borrower, including without limitation, the Administrative Agent, any Lender and any Domestic Borrower; 12.2.5 12.2.5. apply any sums received by the Administrative Agent or by any Lender from any source in respect of any liabilities of any Domestic Borrower to the Administrative Agent or any Lender to any of such liabilities, regardless of whether the Notes remain unpaid; 12.2.6 12.2.6. fail to set off or release, in whole or in part, any balance of any account or any credit on its books in favor of any Domestic Borrower, or of any other Person, and extend credit in any manner whatsoever to any Domestic Borrower, and generally deal with any Domestic Borrower and any security for the Domestic Borrowers’ joint and several liability or any recourse with respect thereto as the Administrative Agent or any Lender may see fit; and 12.2.7 12.2.7. consent to or waive any breach of, or any act, omission or default under, this Agreement or any other Loan Document, including, without limitation, any agreement providing Collateral for the payment of the Domestic Borrowers’ joint and several liability or any other indebtedness of the Domestic Borrowers to the Lenders.