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8.4 No Individual Foreclosure, Etc. No Secured Party shall have any right individually to <br />realize upon any of the Collateral except to the extent expressly contemplated by this Agreement or the <br />other Loan Documents, it being understood and agreed that all powers, rights and remedies under the <br />Loan Documents may be exercised solely by the Administrative Agent on behalf of the Secured Parties in <br />accordance with the terms thereof. Each Secured Party, whether or not a party hereto, will be deemed, by <br />its acceptance of the benefits of the Collateral provided under the Pledge Agreements, to have agreed to <br />the foregoing provisions and the other provisions of this Agreement. Without limiting the generality of <br />the foregoing, each Secured Party authorizes the Administrative Agent to credit bid all or any part of the <br />Secured Obligations held by it. <br />8.5 Qualified Counterparties. No Qualified Counterparty that obtains the benefits of the <br />Security Documents or any Collateral by virtue of the provisions of the Credit Agreement or of the <br />Security Documents (other than as a Majority Holder pursuant to the provisions of Section 8.1(b)), shall <br />have any right to notice of any action or to consent to, direct or object to any action under any Loan <br />Document or otherwise in respect of the Collateral (including the release or impairment of any Collateral) <br />other than in its capacity as a Lender and, in such case, only to the extent expressly provided in the Loan <br />Documents. Notwithstanding any other provision of this Agreement to the contrary, the Administrative <br />Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been <br />made with respect to, Secured Obligations arising under Secured Hedge Agreements and Secured Cash <br />Management Agreements unless the Administrative Agent has received written notice of such Secured <br />Obligations, together with such supporting documentation as the Administrative Agent may request, from <br />the applicable Qualified Counterparty. <br />SECTION 9. MISCELLANEOUS <br />9.1 Amendments in Writing. None of the terms or provisions of this Agreement may be <br />waived, amended, supplemented or otherwise modified except in accordance with Section 10.01 of the <br />Credit Agreement. After the Payment in Full, the provisions of this Agreement may be waived, amended, <br />supplemented or otherwise modified by a written instrument executed by the Pledgor and the Majority <br />Holders. <br />9.2 Notices. All notices, requests and demands to or upon the Administrative Agent or the <br />Pledgor hereunder shall be effected in the manner provided for in <br />16 <br />NY\5929604.13 <br />