Common use of Right to Realize on Collateral and Enforce Guarantees Clause in Contracts

Right to Realize on Collateral and Enforce Guarantees. Anything contained in any of the Loan Documents to the contrary notwithstanding, the Borrower, the Administrative Agent and each Secured Party hereby agree that (a) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee in respect of any Obligations, it being understood and agreed that all powers, rights and remedies hereunder may be exercised solely by the Administrative Agent, on behalf of the Secured Parties in accordance with the terms hereof, and all powers, rights and remedies under the Security Documents may be exercised solely by the Administrative Agent, and (b) in the event of a foreclosure or similar enforcement action by the Administrative Agent on any of the Collateral pursuant to a public or private sale or other disposition (including, without limitation, pursuant to Section 363(k), Section 1129(b)(2)(A)(ii) or otherwise of the Bankruptcy Code), the Administrative Agent or any other Secured Party may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Administrative Agent, at the direction or with the consent of the Super Majority Lenders and as agent for and representative of the Secured Parties (but not any Lender or other Secured Party or Secured Parties in its or their respective individual capacities unless the Required 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 Collateral sold at any such sale or other disposition, 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.

Right to Realize on Collateral and Enforce Guarantees. Anything contained in any of the Loan Fundamental Documents to the contrary notwithstanding, the Borrower, the Administrative Agent and each Secured Party hereby agree that (a) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee set forth in respect of any ObligationsFundamental Document, it being understood and agreed that all powers, rights and remedies hereunder may be exercised solely by the Administrative Agent, on behalf of the Secured Parties in accordance with the terms hereof, hereof and all powers, rights and remedies under the Security Collateral Documents may be exercised solely by the Administrative Agent; provided that, notwithstanding the foregoing, the Lenders may exercise the set-off rights contained in Section 11.6 in the manner set forth therein, and (b) in the event of a foreclosure or similar enforcement action by the Administrative Agent on any of the Collateral pursuant to a public or private sale or other disposition (including, without limitation, pursuant to Section 363(k), Section 1129(b)(2)(A)(ii) or otherwise of the Bankruptcy Code)disposition, the Administrative Agent or any other Secured Party Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Administrative Agent, at the direction or with the consent of the Super Majority Lenders and as agent for and representative of the Secured Parties (but not any Lender or other Secured Party or Secured Parties Lenders in its or their respective individual capacities unless the Required 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 Collateral sold at any such sale or other dispositionpublic 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.

Right to Realize on Collateral and Enforce Guarantees. Anything contained in any of the Loan Documents to the contrary notwithstanding, the Borrower, the Administrative Agent, the Collateral Agent and each Secured Party hereby agree that (ai) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee in respect of any Obligationsthe Guarantees, it being understood and agreed that all powers, rights and remedies hereunder and under any of the Loan Documents may be exercised solely by the Administrative Agent or the Collateral Agent, on behalf as applicable, for the benefit of the Secured Parties in accordance with the terms hereof, hereof and thereof and all powers, rights and remedies under the Security Collateral Documents may be exercised solely by the Administrative AgentCollateral Agent for the benefit of the Secured Parties in accordance with the terms thereof, and (bii) in the event of a foreclosure or similar enforcement action by the Administrative Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition (including, without limitation, including pursuant to Section 363(k), Section 1129(b)(2)(A)(ii1129(b)(2)(a)(ii) or otherwise of the Bankruptcy Code), the Administrative Collateral Agent (or any other Secured Party Lender, except with respect to a “credit bid” pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or otherwise of the Bankruptcy Code, may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Administrative Collateral Agent, at the direction or with the consent of the Super Majority Lenders and as 193 agent for and representative of the Secured Parties (but not any Lender or other Secured Party or Secured Parties Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writingcapacities) shall be entitled, upon instructions from the Required Lenders, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale or other disposition, to use and apply any of the Secured Obligations as a credit on account of the purchase price for any collateral payable by the Administrative Collateral Agent at such sale or other disposition.

Right to Realize on Collateral and Enforce Guarantees. Anything contained in any of the Loan Documents to the contrary notwithstanding, the Borrower, the Administrative Agent, the Collateral Agent and each Secured Party hereby agree that (ai) no Secured Party shall have any right individually to realize 148 upon any of the Collateral or to enforce any Guarantee in respect of any Obligationsthe Guarantees, it being understood and agreed that all powers, rights and remedies hereunder and under any of the Loan Documents may be exercised solely by the Administrative Agent or the Collateral Agent, on behalf as applicable, for the benefit of the Secured Parties in accordance with the terms hereof, hereof and thereof and all powers, rights and remedies under the Security Collateral Documents may be exercised solely by the Administrative AgentCollateral Agent for the benefit of the Secured Parties in accordance with the terms thereof, and (bii) in the event of a foreclosure or similar enforcement action by the Administrative Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition (including, without limitation, including pursuant to Section 363(k), Section 1129(b)(2)(A)(ii1129(b)(2)(a)(ii) or otherwise of the Bankruptcy Code), the Administrative Collateral Agent (or any other Secured Party Lender, except with respect to a “credit bid” pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or otherwise of the Bankruptcy Code, may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Administrative Collateral Agent, at the direction or with the consent of the Super Majority Lenders and as agent for and representative of the Secured Parties (but not any Lender or other Secured Party or Secured Parties Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writingcapacities) shall be entitled, upon instructions from the Required Lenders, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale or other disposition, to use and apply any of the Secured Obligations as a credit on account of the purchase price for any collateral payable by the Administrative Collateral Agent at such sale or other disposition.

Right to Realize on Collateral and Enforce Guarantees. Anything contained in any of the Loan Documents to the contrary notwithstanding, the Borrower, the Administrative Agent, the Collateral Agent and each Secured Party hereby agree that (ai) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee in respect of any Obligationsthe Guarantees, it being understood and agreed that all powers, rights and remedies hereunder and under any of the Loan Documents may be exercised solely by the Administrative Agent or the Collateral Agent, on behalf as applicable, for the benefit of the Secured Parties in accordance with the terms hereof, hereof and thereof and all powers, rights and remedies under the Security Documents may be exercised solely by the Administrative AgentCollateral Agent for the benefit of the Secured Parties in accordance with the terms thereof, and (bii) in the event of a foreclosure or similar enforcement action by the Administrative Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition (including, without limitation, including pursuant to Section 363(k), Section 1129(b)(2)(A)(ii1129(b)(2)(a)(ii) or otherwise of the Bankruptcy Code), the Administrative Collateral Agent (or any other Secured Party Lender, except with respect to a “credit bid” pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or otherwise of the Bankruptcy Code, may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Administrative Collateral Agent, at the direction or with the consent of the Super Majority Lenders and as agent for and representative of the Secured Parties (but not any Lender or other Secured Party or Secured Parties Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writingcapacities) shall be entitled, upon instructions from the Required Lenders, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale or other disposition, to use and apply any of the Secured Obligations as a credit on account of the purchase price for any collateral payable by the Administrative Collateral Agent at such sale or other disposition.

Right to Realize on Collateral and Enforce Guarantees. Anything contained in any of the Loan Documents to the contrary notwithstanding, the Borrower, the Administrative Agent, the Collateral Agent and each Secured Party hereby agree that (a) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee in respect of any Obligations, it being understood and agreed that all powers, rights and remedies hereunder may be exercised solely by the Administrative Agent, on behalf of the Secured Parties in accordance with the terms hereof, and all powers, rights and remedies under the Security Documents may be exercised solely by the Administrative Collateral Agent, and (b) in the event of a foreclosure or similar enforcement action by the Administrative Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition (including, without limitation, pursuant to Section 363(k), Section 1129(b)(2)(A)(ii) or otherwise of the Bankruptcy Code), the Administrative Agent, the Collateral Agent or any other Secured Party may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Administrative Collateral Agent, at the direction or with the consent of the Super Majority Lenders and as agent for and representative of the Secured Parties (but not any Lender or other Secured Party or Secured Parties in its or their respective individual capacities unless the Required 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 Collateral sold at any such sale or other disposition, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by the Administrative Collateral Agent at such sale or other disposition.