Common use of Security Documents and Guarantee Clause in Contracts

Security Documents and Guarantee. (a) Each Lender hereby further authorizes the Term 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, 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 12.1 and the Collateral Trust Agreement, without further written consent or authorization from any Term Loan Secured Parties, the Term Agent or Collateral 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 12.1) have otherwise consented or (c) release any Guarantor from the Guarantee with respect to which Majority Lenders (or such other Lenders as may be required to give such consent under Section 12.1) have otherwise 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).

Security Documents and Guarantee. (a) Agents under Security Documents and Guarantee. Each Lender Secured Party hereby further authorizes the Term Administrative Agent to enter into the or Collateral Trust Agreement with the Collateral TrusteeAgent, which as applicable, on behalf of and for the benefit of the Term Loan Secured Parties, shall to 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 12.1 and the Collateral Trust Agreement13.1, without further written consent or authorization from any Term Loan Secured PartiesParty, the Term Administrative Agent or Collateral TrusteeAgent, 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 12.113.1) have otherwise consented or (cii) release any Guarantor from the Guarantee Guarantee, or with respect to which Majority Required Lenders (or such other Lenders as may be required to give such consent under Section 12.113.1) have otherwise consented (andconsented. The Administrative Agent or the Collateral Agent, in as the case may be, will, at the Borrower’s expense, execute and deliver to the applicable Credit Party or to file or register in any office such documents as such Credit Party may reasonably request to (x) subordinate 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 automatic release Lien on such property that is permitted 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 the Administrative Agent or the Collateral Agent, as the case may be, may require as a Guarantor in accordance with Section 12.16, execute any documents condition thereto that such holder (or instruments that may be necessary its agent or advisable other representative) enter into intercreditor arrangements reasonably acceptable to evidence such release)the Administrative Agent.

Security Documents and Guarantee. (a) Each Lender Secured Party hereby further authorizes the Term Agent to enter into the Collateral Trust Agreement with the Collateral TrusteeAdministrative Agent, which on behalf of and for the benefit of the Term Loan Secured Parties, shall to 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 12.1 and the Collateral Trust Agreement13.1, without further written consent or authorization from any Term Loan 116 Secured Parties, Party or the Term Agent or Collateral TrusteeAdministrative 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 12.113.1) 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 12.113.1) have otherwise consented consented. The Lenders and the Issuing Banks (andincluding in their capacities as potential Cash Management Banks and potential Hedge Banks) irrevocably agree that (x) the Administrative Agent may, in the case without any further consent of any automatic release Lender, enter into or amend any intercreditor agreement with the representatives of the holders of Indebtedness that is permitted to be secured by a Guarantor 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 accordance with Section 12.16clause (x) above, execute 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 documents Lien on any property granted to or instruments held by the Administrative Agent under any Credit Document to the holder of any Lien on such property that may be necessary or advisable is a Permitted Lien; provided that prior to evidence any such release)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 Lender Secured Party hereby further authorizes the Term Agent to enter into the Collateral Trust Agreement with the Collateral TrusteeAdministrative Agent, which on behalf of and for the benefit of the Term Loan Secured Parties, shall to 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 12.1 and the Collateral Trust Agreement13.1, without further written consent or authorization from any Term Loan Secured Parties, Party or the Term Agent or Collateral TrusteeAdministrative 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 12.113.1) 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 12.113.1) have otherwise consented consented. The Lenders and the Issuing Banks (andincluding in their capacities as potential Cash Management Banks and potential Hedge Banks) irrevocably agree that (x) the Administrative Agent may, in the case without any further consent of any automatic release Lender, enter into or amend any intercreditor agreement with the representatives of the holders of Indebtedness that is permitted to be secured by a Guarantor 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 accordance with Section 12.16clause (x) above, execute 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 documents Lien on any property granted to or instruments held by the Administrative Agent under any Credit Document to the holder of any Lien on such property that may be necessary or advisable is a Permitted Lien; provided that prior to evidence any such release)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.