Common use of Security Documents, Collateral Agent and Applicable Collateral Agent Clause in Contracts

Security Documents, Collateral Agent and Applicable Collateral Agent. Each Lender hereby irrevocably authorizes and instructs each of the Administrative Agent and the Collateral Agent to, without any further consent of any Lender, enter into (or acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify the ABL Intercreditor Agreement, any Permitted Senior Intercreditor Agreement or any other intercreditor agreement with the collateral agent or other representatives of the holders of Indebtedness that is to be secured by a Lien on the Collateral that is not prohibited (including with respect to priority) under this Agreement and to subject the Liens on the Collateral securing the Obligations to the provisions thereof. Each Lender irrevocably agrees that (x) the Agents may rely exclusively on a certificate of a Responsible Officer of the Borrower as to whether any such other Liens are not prohibited, (y) the ABL Intercreditor Agreement or any other intercreditor agreement referred to in the foregoing sentence, entered into by any of the Agents, shall be binding on the Secured Parties, and (z) it will take no actions contrary to the provisions of the ABL Intercreditor Agreement and, if entered into and if applicable or any other Permitted Senior Intercreditor Agreement. The foregoing provisions are intended as an inducement to any provider of any Indebtedness under the ABL Credit Agreement and any future providers of Indebtedness not prohibited by Section 6.01 hereof to extend credit to the Loan Parties. Each Lender irrevocably authorizes each of the Administrative Agent and the Collateral Agent, at its option and in its discretion, (i) to release any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document (A) upon termination of the Commitments and payment in full in cash of all Obligations (other than in respect of contingent indemnification expense reimbursement obligations for which no claim has been made), (B) that is sold or to be sold, or disposed of or to be disposed of, as part of or in connection with any sale permitted hereunder or under any other Loan Document to a person that is not a Loan Party, or (C) if approved, authorized or ratified in writing in accordance with Section 10.08, (ii) to release any Subsidiary Loan Party from its obligations under the Loan Documents if such person ceases to be a Subsidiary Loan Party as a result of a transaction permitted hereunder, (iii) to subordinate any Lien on any property granted to or held by any Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02(e), Section 6.02(i) or Section 6.02(a) (if the Liens thereunder are of a type contemplated by Section 6.02(i)), and (v) to release any Lien on any property granted to or held by any Agent under any Loan Document if and for so long as such property is subject to a Lien that is permitted by Section 6.02(e), Section 6.02(i) or Section 6.02(a) (if the Liens thereunder are of a type contemplated by Section 6.02(i))), in any case of this subclause (v), to the extent the contract or agreement pursuant to which such Lien is granted prohibits any other Liens on such property. The Administrative Agent and the Collateral Agent shall do the foregoing upon the written request of the Borrower; provided that, in connection with any such request, the Borrower shall have in each case delivered to the Administrative Agent a certificate of a Responsible Officer of the Borrower certifying that such release or subordination, as applicable, is authorized pursuant to this Agreement.

Security Documents, Collateral Agent and Applicable Collateral Agent. Each Lender The Lenders authorize the Collateral Agent to release any Collateral or Guarantors in accordance with Section 9.18. The Lenders hereby irrevocably authorizes authorize and instructs each of the Administrative Agent and instruct the Collateral Agent to, without any further consent of any Lender, enter into (or acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify the ABL First Lien/First Lien Intercreditor Agreement, any First Lien/Second Lien Intercreditor Agreement, any Permitted Senior Junior Intercreditor Agreement, any Permitted Pari Passu Intercreditor Agreement or any other intercreditor agreement with the collateral agent or other representatives of the holders of Indebtedness that is permitted to be secured by a Lien on the Collateral that is not prohibited permitted (including with respect to priority) under this Agreement and to subject the Liens on the Collateral securing the Obligations to the provisions thereof. Each Lender The Lenders irrevocably agrees agree that (x) the Agents Collateral Agent may rely exclusively on a certificate of a Responsible Officer of the Borrower as to whether any such other Liens are not prohibited, permitted and (y) the ABL First Lien/First Lien Intercreditor Agreement, any First Lien/Second Lien Intercreditor Agreement or any other intercreditor agreement referred to in the foregoing sentence, entered into by any of the AgentsCollateral Agent, shall be binding on the Secured Parties, and (z) each Lender hereby agrees that it will take no actions contrary to the provisions of the ABL First Lien/First Lien Intercreditor Agreement and, if entered into and if applicable applicable, any Permitted Pari Passu Intercreditor Agreement or any other Permitted Senior Junior Intercreditor Agreement. The foregoing provisions are intended as an inducement to any provider the holders of any Indebtedness under the ABL Credit Agreement First Lien Notes and any future providers of Indebtedness not prohibited by Section 6.01 hereof to extend credit to the Loan PartiesParties and such persons are intended third-party beneficiaries of such provisions. Each Lender irrevocably authorizes each of Furthermore, the Lenders (including in their capacities as potential Cash Management Banks and potential Hedge Banks) hereby authorize the Administrative Agent and the Collateral Agent, at its option and in its discretion, (i) Agent to release any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document (Ai) upon termination of the Commitments and payment in full in cash of all Obligations (other than in respect of contingent indemnification expense reimbursement obligations for which no claim has been made), (B) that is sold or to be sold, or disposed of or to be disposed of, as part of or in connection with any sale permitted hereunder or under any other Loan Document to a person that is not a Loan Party, or (C) if approved, authorized or ratified in writing in accordance with Section 10.08, (ii) to release any Subsidiary Loan Party from its obligations under the Loan Documents if such person ceases to be a Subsidiary Loan Party as a result of a transaction permitted hereunder, (iii) to subordinate any Lien on any property granted to or held by any Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02(eclauses (c), (i), (j) and (aa) of Section 6.02(i) 6.02 or Section 6.02(a) (if the Liens thereunder are of a type that is contemplated by Section 6.02(i)), and (vany of the foregoing clauses) to release any Lien on any property granted to or held by any Agent under any Loan Document if and for so long as such property is subject to a Lien that is permitted by Section 6.02(e), Section 6.02(i) or Section 6.02(a) (if the Liens thereunder are of a type contemplated by Section 6.02(i))), in any each case of this subclause (v), to the extent the contract or agreement pursuant to which such Lien is granted prohibits any other Liens on such property. The property or (ii) that is or becomes Excluded Property; and the Administrative Agent and the Collateral Agent shall do the foregoing so upon the written request of the Borrower; provided thatprovided, in connection with that prior to any such request, the Borrower shall have in each case delivered to the Administrative Agent a certificate of a Responsible Officer of the Borrower certifying (x) that such release or subordinationLien is permitted under this Agreement, as applicable, is authorized (y) in the case of a request pursuant to clause (i) of this Agreementsentence, that the contract or agreement pursuant to which such Lien is granted prohibits any other Lien on such property and (z) in the case of a request pursuant to clause (ii) of this sentence, that (A) such property is or has become Excluded Property and (B) if 170 such property has become Excluded Property as a result of a contractual restriction, such restriction does not violate Section 6.09(c) and, if any restriction referred to in this clause (B) relates to property other than cash, Permitted Investments or joint venture interests, such restriction either existed at the time such property was acquired (and was not created in contemplation of such acquisition) or was permitted by Section 6.09(c)(R).