Common use of Security Documents and Guarantee Clause in Contracts

Security Documents and Guarantee. Each Secured Party hereby further authorizes the Administrative Agent, on behalf of and for the benefit of Secured Parties, to be the agent for and representative of the Secured Parties with respect to the Collateral and the Security Documents. Subject to Section 13.1, without further written consent or authorization from any Secured Party or the Administrative Agent, as applicable, may (a) execute any documents or instruments necessary in connection with a Disposition of assets permitted by this Agreement, (b) release any Lien encumbering any item of Collateral that is the subject of such Disposition of assets or with respect to which Majority Lenders (or such other Lenders as may be required to give such consent under Section 13.1) have otherwise consented or (c) release any applicable Guarantor from the Guarantee in connection with such Disposition or with respect to which Majority Lenders (or such other Lenders as may be required to give such consent under Section 13.1) have otherwise consented. The Lenders and the Issuing Banks (including in their capacities as potential Cash Management Banks and potential Hedge Banks) irrevocably agree that (x) the Administrative Agent may, without any further consent of any Lender, enter into or amend any intercreditor agreement with the representatives of the holders of Indebtedness that is permitted to be secured by a Lien on the Collateral that is permitted under this Agreement, (y) the Administrative Agent may rely exclusively on a certificate of an Authorized Officer of the Borrower as to whether any such other Liens are permitted and (z) any such intercreditor agreement referred to in clause (x) above, entered into by the Administrative Agent, shall be binding on the Secured Parties. Furthermore, the Lenders and the Issuing Banks (including in their capacities as potential Cash Management Bank and potential Hedge Banks) hereby authorize the Administrative Agent to subordinate any Lien on any property granted to or held by the Administrative Agent under any Credit Document to the holder of any Lien on such property that is a Permitted Lien; provided that prior to any such request, the Borrower shall have in each case delivered to the Administrative Agent a certificate of an Authorized Officer of the Borrower certifying that such subordination is permitted under this Agreement.

Security Documents and Guarantee. (a) Each Secured Party Lender hereby further authorizes the Administrative AgentTerm Agent to enter into the Collateral Trust Agreement with the Collateral Trustee, which on behalf of and for the benefit of the Term Loan Secured Parties, to shall be the agent for and representative of the Term Loan Secured Parties with respect to the Collateral and the Security Documents. In accordance with the prior sentence, the Collateral Trustee is hereby acknowledged to be a sub-agent of the Term Agent to act with respect to the Collateral and the Security Documents, pursuant to Section 11.2, and each Lender authorizes such sub-agency and directs the Term Agent to so appoint the Collateral Trustee. It is agreed and acknowledged that the Collateral Trustee is entitled to all the rights and remedies of the Term Agent (including separate and distinct, and not derivative, indemnification and reimbursement rights (with respect to legal expenses, limited to reasonable fees, disbursements and other charges of one primary outside counsel to the Collateral Trustees of its choosing and additional special counsel as applicable (limited to one firm of special counsel, of the Collateral Trustee’s choosing per specialty))) pursuant to Section 12.5. Subject to Section 13.112.1 and the Collateral Trust Agreement, without further written consent or authorization from any Term Loan Secured Party Parties, the Term Agent or the Administrative AgentCollateral Trustee, as applicable, may (a) execute any documents or instruments necessary in connection with a Disposition of assets permitted by this Agreement, (b) release any Lien encumbering any item of Collateral that is the subject of such Disposition of assets or with respect to which Majority Lenders (or such other Lenders as may be required to give such consent under Section 13.112.1) have otherwise consented or (c) release any applicable Guarantor from the Guarantee in connection with such Disposition or with respect to which Majority Lenders (or such other Lenders as may be required to give such consent under Section 13.112.1) have otherwise consented. The Lenders consented (and, in the case of any automatic release of a Guarantor in accordance with Section 12.16, execute any documents or instruments that may be necessary or advisable to evidence such release). (b) In connection with its resignation pursuant to Section 3.22 of the Collateral Trust Agreement, the Collateral Trustee may also resign as sub-agent of the Term Agent to act with respect to the Collateral and the Issuing Banks Security Documents at any time by giving not less than 30 days’ prior written notice addressed to the Borrower and the Term Agent (including which shall promptly make such notice available to the Lenders in their capacities as potential Cash Management Banks and potential Hedge Banks) irrevocably agree that (x) the Administrative Agent may, without any further consent of any Lender, enter into or amend any intercreditor agreement accordance with the representatives its customary practice). In case of the holders resignation of Indebtedness that is permitted to be secured by a Lien on the Collateral that is permitted under this Agreement, (y) the Administrative Agent may rely exclusively on a certificate of an Authorized Officer of the Borrower Trustee as to whether any such other Liens are permitted and (z) any such intercreditor agreement referred to in clause (x) above, entered into by the Administrative Agent, shall be binding on the Secured Parties. Furthermoresub-agent, the Lenders authorize and direct the Term Agent to appoint, and the Issuing Banks (including in their capacities Term Agent hereby agrees that it will appoint, as potential Cash Management Bank and potential Hedge Banks) hereby authorize sub-agent of the Administrative Term Agent to subordinate act with respect to the Collateral and the Security Documents the successor Collateral Trustee appointed pursuant to Section 3.23 of the Collateral Trust Agreement. The resigning Collateral Trustee will fulfill its obligations with respect to the Collateral and the Security Documents until a successor Collateral Trustee is appointed pursuant to Section 3.23 of the Collateral Trust Agreement. Written notice of such appointment and designation shall be given by the Term Agent to the Credit Parties, but the validity of any Lien on such appointment shall not be impaired or affected by failure to give such notice or by any property defect therein. Such appointment and designation shall be full evidence of the right and authority to make the same and of all the facts therein recited. Upon the making of any such appointment and designation, the Security Documents shall vest in the successor all the estate and title in and to all of the Collateral, and the successor shall thereupon succeed to all of the rights, powers, privileges, immunities and duties hereby conferred upon the Collateral Trustee therein; but solely for purposes of maintaining the Liens granted to the Collateral Trustee under the Security Documents for the benefit of the Term Loan Secured Parties, the retiring Collateral Trustee shall continue to be vested with such Liens as collateral trustee for the benefit of the Term Loan Secured Parties until such time as all filings and other actions necessary to continue the perfection of such Liens in favor of the successor Collateral Trustee shall have been completed (it being understood and agreed that the retiring Collateral Trustee shall have no duty or held by the Administrative Agent obligation to take any further action or to exercise any discretion under any Credit Document Security Document). Any one such appointment and designation shall not exhaust the right to appoint and designate an additional successor but such right may be exercised repeatedly until Facility Termination. To facilitate the administration of the duties with respect to the holder of any Lien on such property that is a Permitted Lien; provided that prior to any such requestCollateral and the Security Documents, the Borrower shall have Term Agent may appoint multiple trustees to serve in each case delivered to such capacity or in such jurisdictions as the Administrative Term Agent a certificate of an Authorized Officer of the Borrower certifying that such subordination is permitted under this Agreementmay designate.

Security Documents and Guarantee. (a) Agents under Security Documents and Guarantee. Each Secured Party hereby further authorizes the Administrative Agent or Collateral Agent, as applicable, on behalf of and for the benefit of the Secured Parties, to be the agent for and representative of the Secured Parties with respect to the Collateral and the Security Documents. Subject to Section 13.1, without further written consent or authorization from any Secured Party or Party, the Administrative Agent or Collateral Agent, as applicable, may (a) execute any documents or instruments necessary to in connection with a Disposition sale or disposition of assets permitted by this Agreement, (bi) release any Lien encumbering any item of Collateral that is the subject of such Disposition sale or other disposition of assets assets, or with respect to which Majority Required Lenders (or such other Lenders as may be required to give such consent under Section 13.1) have otherwise consented or (cii) release any applicable Guarantor from the Guarantee in connection with such Disposition Guarantee, or with respect to which Majority Required Lenders (or such other Lenders as may be required to give such consent under Section 13.1) have otherwise consented. The Lenders Administrative Agent or the Collateral Agent, as the case may be, will, at the Borrower’s expense, execute and deliver to the Issuing Banks (including applicable Credit Party or to file or register in their capacities any office such documents as potential Cash Management Banks and potential Hedge Banks) irrevocably agree that such Credit Party may reasonably request to (x) the Administrative Agent may, without any further consent of any Lender, enter into or amend any intercreditor agreement with the representatives of the holders of Indebtedness that is permitted to be secured by a Lien on the Collateral that is permitted under this Agreement, (y) the Administrative Agent may rely exclusively on a certificate of an Authorized Officer of the Borrower as to whether any such other Liens are permitted and (z) any such intercreditor agreement referred to in clause (x) above, entered into by the Administrative Agent, shall be binding on the Secured Parties. Furthermore, the Lenders and the Issuing Banks (including in their capacities as potential Cash Management Bank and potential Hedge Banks) hereby authorize the Administrative Agent to subordinate any its Lien on any property granted to or held by the Administrative Agent or the Collateral Agent, as the case may be, under any Credit Document to the holder of any Lien on such property that is a Permitted Lienpermitted to rank senior to the Liens securing the Obligations pursuant to Section 10.11 or (y) provide that its Lien on any property granted to or held by the Administrative Agent or the Collateral Agent, as the case may be, under any Credit Document will rank senior to or pari passu with the Liens granted to the holder of any Lien on such property that is permitted to rank senior to or pari passu with, as applicable, the Obligations pursuant to Section 10.2(cc); provided that prior to any the Administrative Agent or the Collateral Agent, as the case may be, may require as a condition thereto that such request, the Borrower shall have in each case delivered holder (or its agent or other representative) enter into intercreditor arrangements reasonably acceptable to the Administrative Agent a certificate of an Authorized Officer of the Borrower certifying that such subordination is permitted under this AgreementAgent.

Security Documents and Guarantee. (a) Each Secured Party hereby further authorizes the Administrative Agent, on behalf of and for the benefit of the Secured Parties, to be the agent for and representative of the Secured Parties with respect to the DIP Collateral and the Security Documents. Subject to Section 13.111.1, without further written consent or authorization from any Secured Party or Party, the Administrative Agent, as applicable, Agent may (a) execute any documents or instruments necessary to, in connection with a Disposition of assets permitted by this Agreement, (bi) release any Lien encumbering any item of DIP Collateral that is the subject of such Disposition of assets Disposition, or with respect to which Majority the Initial DIP Lenders (or such other DIP Lenders as may be required to give such consent under Section 11.1) have otherwise consented or (ii) release any Guarantor from the Guarantee, or with respect to which the Initial DIP Lenders (or such other Lenders as may be required to give such consent under Section 13.1) have otherwise consented or (c) release any applicable Guarantor from the Guarantee in connection with such Disposition or with respect to which Majority Lenders (or such other Lenders as may be required to give such consent under Section 13.111.1) have otherwise consented. The Lenders . (b) Anything contained in any of the DIP Loan Documents to the contrary notwithstanding, the Borrower, the Administrative Agent and the Issuing Banks (including in their capacities as potential Cash Management Banks and potential Hedge Banks) irrevocably each other Secured Party hereby agree that (xi) no Secured Party, other than the Administrative Agent mayAgent, without shall have any further consent of right individually to realize upon any Lender, enter into or amend any intercreditor agreement with the representatives of the holders of Indebtedness DIP Collateral or to enforce the Guarantee, it being understood and agreed that is permitted to all powers, rights and remedies hereunder may be secured by a Lien on the Collateral that is permitted under this Agreement, (y) the Administrative Agent may rely exclusively on a certificate of an Authorized Officer of the Borrower as to whether any such other Liens are permitted and (z) any such intercreditor agreement referred to in clause (x) above, entered into exercised solely by the Administrative Agent, shall on behalf of itself and the DIP Lenders in accordance with the terms hereof and all powers, rights and remedies under the Security Documents and Guarantee may be binding exercised solely by the Administrative Agent, on behalf of itself and the other Secured Parties. Furthermore, and (ii) in the Lenders and the Issuing Banks (including in their capacities as potential Cash Management Bank and potential Hedge Banks) hereby authorize the Administrative Agent to subordinate any Lien on any property granted to or held event of a foreclosure by the Administrative Agent on any of the DIP Collateral pursuant to a public or private sale or other disposition, the Administrative Agent or any other Secured Party may be the purchaser or licensor of any or all of such DIP Collateral at any such sale or other disposition and the Administrative Agent, as agent for and representative of the Secured Parties (but not any DIP Lender in its individual capacity unless Required DIP 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 DIP 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 the Administrative Agent at such sale or other disposition. (c) Notwithstanding anything to the contrary contained herein or any other DIP Loan Document, when all Obligations have been paid in full, all Commitments have terminated or expire, upon request of the Borrower, the Administrative Agent shall take such actions as shall be required to release its security interest in all DIP Collateral, and to release all guarantee obligations under any Credit Document DIP Loan Document. Any such release of guarantee obligations shall be deemed subject to the holder provision that such guarantee obligations shall be reinstated if after such release any portion of any Lien on such property that is payment in respect of the Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any Guarantor, or upon or as a Permitted Lien; provided that prior to any such requestresult of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower shall have in each case delivered to the Administrative Agent a certificate or any Guarantor or any substantial part of an Authorized Officer of the Borrower certifying that its property, or otherwise, all as though such subordination is permitted under this Agreementpayment had not been made.

Security Documents and Guarantee. (a) Each Secured Party Lender hereby further authorizes the Administrative AgentTerm Agent to enter into the Collateral Trust Agreement with the Collateral Trustee, which on behalf of and for the benefit of the Term Loan Secured Parties, to shall be the agent for and representative of the Term Loan Secured Parties with respect to the Collateral and the Security Documents. In accordance with the prior sentence, the Collateral Trustee is hereby acknowledged to be a sub-agent of the Term Agent to act with respect to the Collateral and the Security Documents, pursuant to Section 11.2, and each Lender authorizes such sub-agency and directs the Term Agent to so appoint the Collateral Trustee. It is agreed and acknowledged that the Collateral Trustee is entitled to all the rights and remedies of the Term Agent (including separate and distinct, and not derivative, indemnification and reimbursement rights (with respect to legal expenses, limited to reasonable fees, disbursements and other charges of one primary outside counsel to the Collateral Trustees of its choosing and additional special counsel as applicable (limited to one firm of special counsel, of the Collateral Trustee’s choosing per specialty))) pursuant to Section 12.5. Subject to Section 13.112.1 and the Collateral Trust Agreement, without further written consent or authorization from any Term Loan Secured Party Parties, the Term Agent or the Administrative AgentCollateral Trustee, as applicable, may (a) execute any documents or instruments necessary in connection with a Disposition of assets permitted by this Agreement, (b) release any Lien encumbering any item of Collateral that is the subject of such Disposition of assets or with respect to which Majority Lenders (or such other Lenders as may be required to give such consent under Section 13.112.1) have otherwise consented or (c) release any applicable Guarantor from the Guarantee in connection with such Disposition or with respect to which Majority Lenders (or such other Lenders as may be required to give such consent under Section 13.112.1) have otherwise consented. The Lenders consented (and, in the case of any automatic release of a Guarantor in accordance with Section 12.16, execute any documents or instruments that may be necessary or advisable to evidence such release). (b) In connection with its resignation pursuant to Section 3.22 of the Collateral Trust Agreement, the Collateral Trustee may also resign as sub-agent of the Term Agent to act with respect to the Collateral and the Issuing Banks Security Documents at any time by giving not less than 30 days’ prior written notice addressed to the Borrower and the Term Agent (including which shall promptly make such notice available to the Lenders in their capacities as potential Cash Management Banks and potential Hedge Banks) irrevocably agree that (x) the Administrative Agent may, without any further consent of any Lender, enter into or amend any intercreditor agreement accordance with the representatives its customary practice). In case of the holders resignation of Indebtedness that is permitted to be secured by a Lien on the Collateral that is permitted under this Agreement, (y) the Administrative Agent may rely exclusively on a certificate of an Authorized Officer of the Borrower Trustee as to whether any such other Liens are permitted and (z) any such intercreditor agreement referred to in clause (x) above, entered into by the Administrative Agent, shall be binding on the Secured Parties. Furthermoresub-agent, the Lenders authorize and direct the Term Agent to appoint, and the Issuing Banks (including in their capacities Term Agent hereby agrees that it will appoint, as potential Cash Management Bank and potential Hedge Banks) hereby authorize sub-agent of the Administrative Term Agent to subordinate act with respect to the Collateral and the Security Documents the successor Collateral Trustee appointed pursuant to Section 3.23 of the Collateral Trust Agreement. The resigning Collateral Trustee will fulfill its obligations with respect to the Collateral and the Security Documents until a successor Collateral Trustee is appointed pursuant to Section 3.23 of the Collateral Trust Agreement. Written notice of such appointment and designation shall be given by the Term Agent to the Grantors, but the validity of any Lien on such appointment shall not be impaired or affected by failure to give such notice or by any property defect therein. Such appointment and designation shall be full evidence of the right and authority to make the same and of all the facts therein recited. Upon the making of any such appointment and designation, the Security Documents shall vest in the successor all the estate and title in and to all of the Collateral, and the successor shall thereupon succeed to all of the rights, powers, privileges, immunities and duties hereby conferred upon the Collateral Trustee herein and therein; provided, that solely for purposes of maintaining the Liens granted to the Collateral Trustee under the Security Documents for the benefit of the Term Loan Secured Parties, the retiring Collateral Trustee shall continue to be vested with such Liens as collateral trustee for the benefit of the Term Loan Secured Parties until such time as all filings and other actions necessary to continue the perfection of such Liens in favor of the successor Collateral Trustee shall have been completed (it being understood and agreed that the retiring Collateral Trustee shall have no duty or held by the Administrative Agent obligation to take any further action or to exercise any discretion under any Credit Document Security Document). Any one such appointment and designation shall not exhaust the right to appoint and designate an additional successor but such right may be exercised repeatedly until Facility Termination. To facilitate the administration of the duties with respect to the holder of any Lien on such property that is a Permitted Lien; provided that prior to any such requestCollateral and the Security Documents, the Borrower shall have Term Agent may appoint multiple trustees to serve in each case delivered to such capacity or in such jurisdictions as the Administrative Term Agent a certificate of an Authorized Officer of the Borrower certifying that such subordination is permitted under this Agreementmay designate.