Common use of Collateral Management Clause in Contracts

Collateral Management. The Agent is hereby authorized on behalf of all the Lenders, without the necessity of any further consent from any Lender, from time to time prior to a Default, to take any action with respect to the Collateral or the Collateral Documents which may be necessary (i) to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Collateral Documents; and (ii) to release portions of the Collateral from the security interests and liens imposed by the Collateral Documents in connection with any dispositions of such portions of the Collateral permitted by this Agreement. In the event that the Company desires to sell or otherwise dispose of any assets and such sale or disposition is permitted by this Agreement, the Agent shall, upon timely notice from the Company and the payment to the Agent of the Net Cash Proceeds of such sale or disposition to the extent required under this Agreement, release such portions of the Collateral from the security interests and liens imposed by the Collateral Documents as may be specified by the Company in order for the Company or its Subsidiaries to consummate such proposed sale or disposition, provided that at or prior to the time of such proposed sale or disposition no Default or Unmatured Default shall have occurred and be continuing, including, without limitation, any Unmatured Default or Default that would arise upon consummation of such sale or disposition. For purposes of the preceding sentence, the Company shall give timely notice to the Agent of such sale or disposition, not less than ten Business Days prior to the date of such proposed sale or disposition. If such sale or disposition would cause a prepayment under this Agreement, the Company shall furnish to the Agent an Officers' Certificate setting forth in reasonable detail the circumstances of such proposed sale or disposition (including a description of the Collateral to be sold or otherwise disposed of, the consideration (if any) to be received and such information as may be required regarding compliance with the relevant provisions of this Agreement, including the amount of any required prepayment hereunder and (if relevant) the approval of the price of such sale as to the fair market value). The Lenders hereby empower and authorize the Agent to execute and deliver to the Borrowers on their behalf the Collateral Documents and all related financing statements and any financing statements, agreements, documents or instructions as shall be necessary or appropriate to effect the purposes of the Collateral Documents. The Lenders hereby empower and authorize the Agent to execute and deliver to the Borrowers on their behalf any agreements, documents or instruments as shall be necessary or appropriate to effect any releases of Collateral which shall be permitted by the terms hereof or of any other Loan Document or which shall otherwise have been approved by the Required Lenders (or, if required by the terms of Section 8.2, all of the Lenders) in writing.

Collateral Management. The Agent is hereby authorized on behalf of all the Lenders, without the necessity of any further consent from any Lender, from time to time prior to a Default, to take any action with respect to the Collateral or the Collateral Documents which may be necessary (i) to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Collateral Documents; and (ii) to release portions of the Collateral from the security interests and liens imposed by the Collateral Documents in connection with any dispositions of such portions of the Collateral permitted by this Agreement. In the event that the Company desires to sell or otherwise dispose of any assets and such sale or disposition is permitted by this Agreement, the Agent shall, upon timely notice from the Company and the payment to the Agent of the Net Cash Proceeds of such sale or disposition to the extent required under this Agreement, release such portions of the Collateral from the security interests and liens imposed by the Collateral Documents as may be specified by the Company in order for the Company or its Subsidiaries to consummate such proposed sale or disposition, provided PROVIDED that at or prior to the time of such proposed sale or disposition no Default or Unmatured Default shall have occurred and be continuing, including, without limitation, any Unmatured Default or Default that would arise upon consummation of such sale or disposition. For purposes of the preceding sentence, the Company shall give timely notice to the Agent of such sale or disposition, not less than ten Business Days prior to the date of such proposed sale or disposition. If such sale or disposition would cause a prepayment under this Agreement, the Company shall furnish to the Agent an Officers' Certificate setting forth in reasonable detail the circumstances of such proposed sale or disposition (including a description of the Collateral to be sold or otherwise disposed of, the consideration (if any) to be received and such information as may be required regarding compliance with the relevant provisions of this Agreement, including the amount of any required prepayment hereunder and (if relevant) the approval of the price of such sale as to the fair market value). The Lenders hereby empower and authorize the Agent to execute and deliver to the Borrowers on their behalf the Collateral Documents and all related financing statements and any financing statements, agreements, documents or instructions as shall be necessary or appropriate to effect the purposes of the Collateral Documents. The Lenders hereby empower and authorize the Agent to execute and deliver to the Borrowers on their behalf any agreements, documents or instruments as shall be necessary or appropriate to effect any releases of Collateral which shall be permitted by the terms hereof or of any other Loan Document or which shall otherwise have been approved by the Required Lenders (or, if required by the terms of Section 8.2, all of the Lenders) in writing.

Collateral Management. The Agent is hereby authorized on behalf of all the Lenders, without the necessity of any further consent from any Lender, from time to time prior to a Default, to take any action with respect to the Collateral or the Collateral Documents which may be necessary (i) to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Collateral Documents; and (ii) to release portions of the Collateral from the security interests and liens imposed by the Collateral Documents in connection with any dispositions of such portions of the Collateral permitted by this Agreement. In the event that the Company desires to sell or otherwise dispose of any assets and such sale or disposition is permitted by this Agreement, the Agent shall, upon timely notice from the Company and the payment to the Agent of the Net Cash Proceeds of such sale or disposition to the extent required under this Agreement, release such portions of the Collateral from the security interests and liens imposed by the Collateral Documents, release any Guarantor from its Guaranty if such Guarantor is being sold and release any Foreign Subsidiary Borrower from its obligations under any Loan Documents if such Foreign Subsidiary Borrower is being sold (and including, without limitation, the release any pledge of any Capital Stock of such Foreign Subsidiary Borrower), in each case as may be specified by the Company in order for the Company or its Subsidiaries to consummate such proposed sale or disposition, provided that at or prior to the time of such proposed sale or disposition no Default or Unmatured Default shall have occurred and be continuing, including, without limitation, any Unmatured Default or Default that would arise upon consummation of such sale or disposition. For purposes of the preceding sentence, the Company shall give timely notice to the Agent of such sale or disposition, not less than ten Business Days prior to the date of such proposed sale or disposition. If such sale or disposition would cause a prepayment under this Agreement, the Company shall furnish to the Agent an Officers' Certificate setting forth in reasonable detail the circumstances of such proposed sale or disposition (including a description of the Collateral to be sold or otherwise disposed of, the consideration (if any) to be received and such information as may be required regarding compliance with the relevant provisions of this Agreement, including the amount of any required prepayment hereunder and (if relevant) the approval of the price of such sale as to the fair market value). The Lenders hereby empower and authorize the Agent to execute and deliver to the Borrowers on their behalf the Collateral Documents and all related financing statements and any financing statements, agreements, documents or instructions as shall be necessary or appropriate to effect the purposes of the Collateral Documents. The Lenders hereby empower and authorize the Agent to execute and deliver to the Borrowers on their behalf any agreements, documents or instruments as shall be necessary or appropriate to effect any releases of Collateral which shall be permitted by the terms hereof or of any other Loan Document or which shall otherwise have been approved by the Required Lenders (or, if required by the terms of Section 8.2, all of the Lenders) in writing.. 11.14