Common use of Agent under Collateral Documents and Guaranty Clause in Contracts

Agent under Collateral Documents and Guaranty. Each Lender (and Issuer for purposes of clause (v) below) hereby further authorizes Agent, on behalf of and for the benefit of Lenders, (i) to act as disbursing and collecting agent with respect of payments and collection in connection with Credit Documents, (ii) to act as collateral agent for the Secured Parties for purposes of perfection of all Liens created by the Collateral Documents and for other purposes stated therein (including managing, supervising and dealing with the Collateral), (iii) to enter into the Collateral Documents, and each Lender agrees to be bound by the terms of the Collateral Documents, (iv) to enter into the Intercreditor Agreement, and each Lender agrees to be bound by the terms of the Intercreditor Agreement, including the purchase option provided for in such Intercreditor Agreement, (v) to file and prove claims and other documents necessary or desirable to allow the claims of the Secured Parties with respect to any Guaranteed Obligation in any proceeding described in Sections 8.1(f) and (g) and any other similar proceedings and (vi) execute any amendment, consent or waiver under the Credit Documents on behalf of any Lender that has consented in writing. Subject to Section 11.5, without further written consent or authorization from Lenders, Agent may execute any documents or instruments necessary to (x) release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted hereby or to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 11.5) have otherwise consented or (y) release any Guarantor from the Guaranty in accordance with Section 7.12 or in connection with a sale or other disposition (including by merger or consolidation) of such Guarantor to which, or otherwise to the extent to which, Requisite Lenders (or such other Lenders as may be required to give such consent under Section 11.5) have otherwise consented.

Agent under Collateral Documents and Guaranty. Each Lender (and Issuer for purposes of clause (v) below) hereby further irrevocably authorizes Agent, on behalf of and for the benefit of Lenders, (i) to act as disbursing be the agent for and collecting agent representative of Lenders with respect of payments and collection in connection with Credit Documentsto the Guaranty, (ii) to act as collateral agent for the Secured Parties for purposes of perfection of all Liens created by the Collateral Documents and for other purposes stated therein (including managing, supervising and dealing with the Collateral), (iii) to enter into the Collateral Documents, and each Lender agrees to be bound by the terms of the Collateral Documents, (iv) to enter into the Intercreditor Agreement, and each Lender agrees to be bound by the terms of the Intercreditor Agreement, including the purchase option provided for in such Intercreditor Agreement, (v) to file and prove claims and other documents necessary or desirable to allow the claims of the Secured Parties with respect to any Guaranteed Obligation in any proceeding described in Sections 8.1(f) and (g) and any other similar proceedings and (vi) execute any amendment, consent or waiver under the Credit Documents on behalf of any Lender that has consented in writing. Subject to Section 11.5, without further written consent or authorization from Lenders, Agent may execute any documents or instruments and take any action necessary to (xi) release release, acquire, hold and enforce any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted hereby or to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 11.5) have otherwise consented together with such powers and discretion as are reasonably incidental thereto, or (yii) release any Guarantor from the Guaranty in accordance pursuant to Section 8.12 or with Section 7.12 or in connection with a sale or other disposition (including by merger or consolidation) of such Guarantor respect to which, or otherwise to the extent to which, which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 11.5) have otherwise consented. In this connection, Agent as “collateral agent” and any co-agents, sub-agents and attorneys in fact appointed by Agent shall be entitled to the benefits of all of the provisions of this Section 10 as if set forth in full herein.

Agent under Collateral Documents and Guaranty. Each Lender (and Issuer for purposes of clause (v) below) hereby further authorizes Agent, on behalf of and for the benefit of Lenders, (i) to act as disbursing and collecting agent with respect of payments and collection in connection with Credit Documents, (ii) to act as collateral agent for the Secured Parties for purposes of perfection of all Liens created by the Collateral Documents and for other purposes stated therein (including managing, supervising and dealing with the Collateral), (iii) to enter into the Collateral Documents, and each Lender agrees to be bound by the terms of the Collateral Documents, (iv) to enter into the Intercreditor Agreement, and each Lender agrees to be bound by the terms of the Intercreditor Agreement, including the purchase option provided for in such Intercreditor Agreement, (v) to file and prove claims and other documents necessary or desirable to allow the claims of the Secured Parties with respect to any Guaranteed Obligation in any proceeding described in Sections 8.1(f) and (g) and any other similar proceedings and (vi) execute any amendment, consent or waiver under the Credit Documents on behalf of any Lender that has consented in writing. Subject to Section 11.516.2, without further written consent or authorization from LendersLenders or Term Lender, Agent may execute any documents or instruments necessary to (xi) release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted hereby or to which Requisite Required Lenders (or such other Lenders as may be required to give such consent under Section 11.516.2) have otherwise consented or (yii) release any Guarantor from the Guaranty in accordance pursuant to Section 15.14 or with Section 7.12 or in connection with a sale or other disposition (including by merger or consolidation) of such Guarantor respect to which, or otherwise to the extent to which, Requisite which Required Lenders (or such other Lenders as may be required to give such consent under Section 11.516.2) have otherwise consented. Without limiting the generality of the foregoing, upon the termination of the Commitments and the payment of all Obligations then due and payable and the cancellation, expiration or cash collateralization (in a manner reasonably acceptable to Agent, but in no event to exceed 105% of the face amount thereof) of all Letters of Credit, (i) the Liens created by the Collateral Documents shall terminate and all rights to the Collateral shall revert to the applicable Loan Party, and (ii) Agent will, upon a Loan Party’s request and at such Loan Party’s expense, (x) return to such Loan Party such of the Collateral as shall not have been sold or otherwise disposed of or applied pursuant to the terms of this Agreement and the Other Documents and (y) at such Loan Party’s expense, execute and deliver to such Loan Party such UCC termination statements, releases, mortgage releases, discharges of security interests, reassignments of Intellectual Property, terminations of control agreements and other similar discharge or release documents (and, if applicable, in recordable form) as are necessary to release, of record, the Liens and security interests granted pursuant to this Agreement and any Other Documents as such Loan Party shall reasonably request to evidence such termination, all without any representation, warranty or recourse whatsoever.

Agent under Collateral Documents and Guaranty. Each Lender (and Issuer for purposes of clause (v) below) hereby further authorizes Agent, on behalf of and for the benefit of Lenders, (i) to act as disbursing and collecting agent with respect of payments and collection in connection with Credit Documents, (ii) to act as collateral agent for the Secured Parties for purposes of perfection of all Liens created by the Collateral Documents and for other purposes stated therein (including managing, supervising and dealing with the Collateral), (iii) to enter into the Collateral Documents, and each Lender agrees to be bound by the terms of the Collateral Documents, (iv) to enter into the Intercreditor Agreement, and each Lender agrees to be bound by the terms of the Intercreditor Agreement, including the purchase option provided for in such Intercreditor Agreement, (v) to file and prove claims and other documents necessary or desirable to allow the claims of the Secured Parties with respect to any Guaranteed Obligation in any proceeding described in Sections 8.1(f) and (g) and any other similar proceedings and (vi) execute any amendment, consent or waiver under the Credit Documents on behalf of any Lender that has consented in writing. Subject to Section 11.516.2, without further written consent or authorization from LendersLenders or Term Lender, Agent may execute any documents or instruments necessary to (xi) release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted hereby or to which Requisite Required Lenders (or such other Lenders as may be required to give such consent under Section 11.516.2) have otherwise consented or (yii) release any Guarantor from the Guaranty in accordance pursuant to Section 15.14 or with Section 7.12 or in connection with a sale or other disposition (including by merger or consolidation) of such Guarantor respect to which, or otherwise to the extent to which, Requisite which Required Lenders (or such other Lenders as may be required to give such consent under Section 11.516.2) have otherwise consented. Without limiting the generality of the foregoing, upon the termination of the Commitments and the Term Loan Commitment and the payment of all Obligations then due and payable and the cancellation, expiration or cash collateralization (in a manner reasonably acceptable to Agent, but in no event to exceed 105% of the face amount thereof) of all Letters of Credit, (i) the Liens created by the Collateral Documents shall terminate and all rights to the Collateral shall revert to the applicable Loan Party, and (ii) Agent will, upon a Loan Party’s request and at such Loan Party’s expense, (x) return to such Loan Party such of the Collateral as shall not have been sold or otherwise disposed of or applied pursuant to the terms of this Agreement and the Other Documents and (y) at such Loan Party’s expense, execute and deliver to such Loan Party such UCC termination statements, releases, mortgage releases, discharges of security interests, reassignments of Intellectual Property, terminations of control agreements and other similar discharge or release documents (and, if applicable, in recordable form) as are necessary to release, of record, the Liens and security interests granted pursuant to this Agreement and any Other Documents as such Loan Party shall reasonably request to evidence such termination, all without any representation, warranty or recourse whatsoever.

Agent under Collateral Documents and Guaranty. Each Lender (and Issuer for purposes of clause (v) below) hereby further authorizes Agent, on behalf of and for the benefit of Lenders, (i) to act as disbursing and collecting agent with respect of payments and collection in connection with Credit Documents, (ii) to act as collateral agent for the Secured Parties for purposes of perfection of all Liens created by the Collateral Documents and for other purposes stated therein (including managing, supervising and dealing with the Collateral), (iii) to enter into the Collateral Documents, and each Lender agrees to be bound by the terms of the Collateral Documents, (iv) to enter into the Intercreditor Agreement, and each Lender agrees to be bound by the terms of the Intercreditor Agreement, including the purchase option provided for in such Intercreditor Agreement, (v) to file and prove claims and other documents necessary or desirable to allow the claims of the Secured Parties with respect to any Guaranteed Obligation in any proceeding described in Sections 8.1(f) and (g) and any other similar proceedings and (vi) execute any amendment, consent or waiver under the Credit Documents on behalf of any Lender that has consented in writing. Subject to Section 11.516.2, without further written consent or authorization from Lenders, Agent may execute any documents or instruments necessary to (xi) release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted hereby or to which Requisite Required Lenders (or such other Lenders as may be required to give such consent under Section 11.516.2) have otherwise consented or (yii) release any Guarantor from the Guaranty in accordance pursuant to Section 15.10 or with Section 7.12 or in connection with a sale or other disposition (including by merger or consolidation) of such Guarantor respect to which, or otherwise to the extent to which, Requisite which Required Lenders (or such other Lenders as may be required to give such consent under Section 11.516.2) have otherwise consented. Without limiting the generality of the foregoing, upon the termination of the Commitments and the payment of all Obligations then due and payable and the cancellation, expiration or cash collateralization (in a manner reasonably acceptable to Agent, but in no event to exceed 105% of the face amount thereof) of all Letters of Credit, (i) the Liens created by the Collateral Documents shall terminate and all rights to the Collateral shall revert to the applicable Loan Party, and (ii) Agent will, upon a Xxx Party’s request and at such Loan Party’s expense, (x) return to such Loan Party such of the Collateral as shall not have been sold or otherwise disposed of or applied pursuant to the terms of the Loan Documents and (y) at such Loan Party’s expense, execute and deliver to such Loan Party such UCC termination statements, releases, mortgage releases, discharges of security interests, reassignments of Intellectual Property, terminations of control agreements and other similar discharge or release documents (and, if applicable, in recordable form) as are necessary to release, of record, the Liens and security interests granted pursuant to this Agreement and any other Loan Documents as such Loan Party shall reasonably request to evidence such termination, all without any representation, warranty or recourse whatsoever.