Common use of Security Documents and Guaranty Clause in Contracts

Security Documents and Guaranty. (a) Each Secured Party hereby further authorizes the Agent on behalf of and for the benefit of Secured Parties, to be the agent for and representative of Secured Parties with respect to the Guaranty, the Collateral and the Security Documents; provided that the Agent shall not owe any fiduciary duty, duty of loyalty, duty of care, duty of disclosure or any other obligation whatsoever to any holder of Obligations with respect to any Hedging Agreement. Subject to Section 12.5, without further consent or authorization from any Secured Party, the Agent may execute any documents or instruments necessary to (i) in connection with a sale or disposition of assets permitted by this Agreement, release any Lien encumbering any item of Collateral that is the subject of such sale or other disposition of assets or to which Required Lenders (or such other Lenders as may be required to give such consent under Section 12.5) have otherwise consented or (ii) release any Guarantor from the Guaranty or with respect to which Required Lenders (or such other Lenders as may be required to give such consent under Section 12.5) have otherwise consented. (b) Anything contained in any of the Loan Documents to the contrary notwithstanding, the Borrower, the Agent and each Secured Party hereby agree that (i) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guaranty, 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 Agent for the benefit of the Secured Parties in accordance with the terms hereof and thereof and (ii) in the event of a foreclosure or similar enforcement action by the Agent on any of the Collateral pursuant to a public or private sale or other disposition (including pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or otherwise of the Bankruptcy Code or any other Debtor Relief Laws), the Agent (or any 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 or any other Debtor Relief Laws), may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Agent, as agent for and representative of Secured Parties (but not any Lender or the Lenders in its or their respective individual capacities) shall be entitled, upon instructions from 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 disposition, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by the Agent at such sale or other disposition.

Security Documents and Guaranty. Each Lender (awhich term shall include, for purposes of this Section 8.10, any Hedging Agreement Provider and any Bank Services Provider) Each Secured Party hereby further authorizes the Agent Administrative Agent, on behalf of and for the benefit of Secured PartiesLenders, to enter into each Security Document as secured party and to be the agent for and representative of Secured Parties with respect to Lenders under the Guaranty, and each Lender agrees to be bound by the Collateral terms of each Security Document and the Security DocumentsGuaranty; provided that the Administrative Agent shall not owe any fiduciary duty, duty of loyalty, duty of care, duty of disclosure (i) enter into or any other obligation whatsoever consent to any holder material amendment, modification, termination or waiver of Obligations with respect any provision contained in any Security Document or the Guaranty or (ii) release any Collateral (except as otherwise expressly permitted or required pursuant to any Hedging Agreement. Subject the terms of this Agreement or the applicable Security Document), in each case without the prior consent of Required Lenders (or, if required pursuant to Section 12.59.1, all Lenders); provided further, however, that, without further written consent or authorization from any Secured PartyLenders, the Administrative Agent may execute any documents or instruments necessary to (ia) in connection with a sale or disposition of assets permitted by this Agreement, release any Lien encumbering any item of Collateral that is the subject of such a sale or other disposition of assets permitted by this Agreement or to which Required Lenders (or such other Lenders as may be required to give such consent under Section 12.5) have otherwise consented consented, or (iib) release any Guarantor from the Guaranty if all of the Capital Stock of such Guarantor is sold to any Person pursuant to a sale or with respect other disposition permitted hereunder or to which Required Lenders (or such other Lenders as may be required to give such consent under Section 12.5) have otherwise consented. ; provided that, in the case of a sale of such item of Collateral or stock referred to in subdivision (a) or (b) ), the requirements of Section 9.19 are satisfied. Anything contained in any of the Loan Credit Documents to the contrary notwithstanding, the Borrower, the Guarantors, Administrative Agent and each Secured Party Lender hereby agree that (i1) no Secured Party Lender shall have any right individually to realize upon any of the Collateral under any Security Document or to enforce the Guaranty, it being understood and agreed that all powers, rights and remedies hereunder under the Security Documents and under any of the Loan Documents Guaranty may be exercised solely by the Administrative Agent for the benefit of the Secured Parties Lenders in accordance with the terms hereof and thereof thereof, and (ii2) 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 pursuant to Section 363(k)sale, Section 1129(b)(2)(a)(ii) or otherwise of the Bankruptcy Code Administrative Agent or any other Debtor Relief Laws), the Agent (or any 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 or any other Debtor Relief Laws), 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, as agent for and representative of Secured Parties Lenders (but not any Lender or the Lenders in its or their respective individual capacitiescapacities unless Required Lenders shall otherwise agree in writing) shall be entitled, upon instructions from 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 dispositionpublic sale, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral Collateral payable by the Administrative Agent at such sale or other dispositionsale.