Access to Property to Process and Sell Inventory. (a) (i) If the ABL Agent commences any action or proceeding with respect to any of its rights or remedies (including, but not limited to, any action of foreclosure), enforcement, collection or execution with respect to the ABL Priority Collateral (“ABL Priority Collateral Enforcement Actions”) or if the New Money Term Loan Agent commences any action or proceeding with respect to any of its rights or remedies (including, but not limited to, any action of foreclosure), enforcement, collection or execution with respect to the Term Loan Priority Collateral (or a purchaser at a foreclosure sale conducted in foreclosure of a First Priority Lien on any Term Loan Priority Collateral takes actual or constructive possession of the Term Loan Priority Collateral of any Grantor) (“Term Loan Priority Collateral Enforcement Actions”), then the New Money Term Loan Agent, as First Priority Representative with respect to the Term Loan Priority Collateral, and the First Priority Secured Parties with respect to the Term Loan Priority Collateral (subject to, in the case of any Term Loan Priority Collateral Enforcement Action, a prior written request by the ABL Agent to the New Money Term Loan Agent (the “Term Loan Priority Collateral Enforcement Action Notice”)) shall (x) cooperate with the ABL Agent (and with its officers, employees, representatives and agents) at the cost and expense of the ABL Secured Parties (subject to the Grantors’ reimbursement and indemnity obligations with respect thereto under the Loan Documents) in its efforts to conduct ABL Priority Collateral Enforcement Actions in the ABL Priority Collateral and to finish any work-in-process and process, ship, produce, store, complete, supply, lease, sell or otherwise handle, deal with, assemble or dispose of, in any lawful manner, the ABL Priority Collateral, (y) not hinder or restrict in any respect the ABL Agent from conducting ABL Priority Collateral Enforcement Actions in the ABL Priority Collateral or from finishing any work-in-process or processing, shipping, producing, storing, completing, supplying, leasing, selling or otherwise handling, dealing with, assembling or disposing of, in any lawful manner, the ABL Priority Collateral, and (z) permit the ABL Agent, its employees, agents, advisers and representatives, at the cost and expense of the ABL Secured Parties (subject to the Grantors’ reimbursement and indemnity obligations with respect thereto under the Loan Documents), to enter upon and use the Term Loan Priority Collateral (including, without limitation, equipment, processors, computers and other machinery related to the storage or processing of records, documents or files and intellectual property), for a period commencing on (I) the date of the initial ABL Priority Collateral Enforcement Action or the date of delivery of the Term Loan Priority Collateral Enforcement Action Notice, as the case may be, and (II) ending on the date occurring 180 days thereafter (such period, as the same may be extended with the written consent of the New Money Term Loan Agent as contemplated by the final sentence of this Section 7.3(a)(i), the “ABL Priority Collateral Processing and Sale Period”), for purposes of:
Appears in 3 contracts
Samples: Intercreditor Agreement, Intercreditor Agreement, Intercreditor Agreement
Access to Property to Process and Sell Inventory. (a) (i) If the ABL Collateral Agent commences any action or proceeding with respect to any of its rights or remedies (including, but not limited to, any action of foreclosure), enforcement, collection or execution with respect to the ABL Priority Collateral (“ABL Priority Collateral Enforcement Actions”) or if the New Money Term Loan Collateral Agent commences any action or proceeding with respect to any of its rights or remedies (including, but not limited to, including any action of foreclosure), enforcement, collection or execution with respect to the Term Loan TL Priority Collateral and the Term Collateral Agent (or a purchaser at a foreclosure sale conducted in foreclosure of a First Priority Lien on any Term Loan Priority Collateral Agent’s Liens) takes actual or constructive possession of the Term Loan TL Priority Collateral of any Grantor) Grantor (“Term Loan TL Priority Collateral Enforcement Actions”), then the New Money Term Loan Agent, as First Priority Representative with respect to Secured Parties and the Term Loan Priority Collateral, and the First Priority Secured Parties with respect to the Term Loan Priority Collateral Agent shall (subject to, in the case of any Term Loan TL Priority Collateral Enforcement Action, a prior written request by the ABL Collateral Agent to the New Money Term Loan Collateral Agent (the “Term Loan TL Priority Collateral Enforcement Action Notice”)) shall (x) cooperate with the ABL Collateral Agent (and with its officers, employees, representatives and agents) at the cost and expense of the ABL Secured Parties (subject to the Grantors’ reimbursement and indemnity obligations with respect thereto under the Loan Documents) in its efforts to conduct ABL Priority Collateral Enforcement Actions in the ABL Priority Collateral and to finish any work-in-process and process, ship, produce, store, complete, supply, lease, sell or otherwise handle, deal with, assemble or dispose of, in any lawful manner, the ABL Priority Collateral, (y) not hinder or restrict in any respect the ABL Collateral Agent from conducting ABL Priority Collateral Enforcement Actions in the ABL Priority Collateral or from finishing any work-in-process or processing, shipping, producing, storing, completing, supplying, leasing, selling or otherwise handling, dealing with, assembling or disposing of, in any lawful manner, the ABL Priority Collateral, and (z) permit the ABL Collateral Agent, its employees, agents, advisers and representatives, at the cost and expense of the ABL Secured Parties (subject to but with the Grantors’ reimbursement and indemnity obligations obligation with respect thereto under the Loan Documentsthereto, which shall not be limited), to enter upon and use the Term Loan TL Priority Collateral (including, without limitation, equipment, processors, computers and other machinery related to the storage or processing of records, documents or files and intellectual property), for a period commencing on (I) the date of the initial ABL Priority Collateral Enforcement Action or the date of delivery of the Term Loan TL Priority Collateral Enforcement Action Notice, as the case may be, and (II) ending on the earlier of the date occurring 180 days thereafter and the date on which all ABL Priority Collateral (other than ABL Priority Collateral abandoned by the ABL Collateral Agent in writing) has been removed from the TL Priority Collateral (such period, as the same may be extended with the written consent of the New Money Term Loan Agent as contemplated by the final sentence of this Section 7.3(a)(i), the “ABL Priority Collateral Processing and Sale Period”), for purposes of:
Appears in 2 contracts
Samples: Credit Agreement (Dole Food Co Inc), Credit Agreement (Dole Food Co Inc)
Access to Property to Process and Sell Inventory. (a) (i) If the ABL Agent commences any action or proceeding with respect to any of its rights or remedies (including, but not limited to, any action of foreclosure), enforcement, collection or execution with respect to the ABL Priority Collateral (“ABL Priority Collateral Enforcement Actions”) or if the New Money Term Loan Agent commences any action or proceeding with respect to any of its rights or remedies (including, but not limited to, any action of foreclosure), enforcement, collection or execution with respect to the Term Loan Priority Collateral (or a purchaser at a foreclosure sale conducted in foreclosure of a First Priority Lien on any Term Loan Priority Collateral takes actual or constructive possession of the Term Loan Priority Collateral of any Grantor) (“Term Loan Priority Collateral Enforcement Actions”), then the New Money Term Loan Agent, as First Priority Representative with respect to the Term Loan Priority Collateral, and the First Priority Secured Parties with respect to the Term Loan Priority Collateral (subject to, in the case of any Term Loan Priority Collateral Enforcement Action, a prior written request by the ABL Agent to the New Money Term Loan Agent (the “Term Loan Priority Collateral Enforcement Action Notice”)) shall (x) cooperate with the ABL Agent (and with its officers, employees, representatives and agents) at the cost and expense of the ABL Secured Parties (subject to the Grantors’ reimbursement and indemnity obligations with respect thereto under the Loan Documents) in its efforts to conduct ABL Priority Collateral Enforcement Actions in the ABL Priority Collateral and to finish any work-in-process and process, ship, produce, store, complete, supply, lease, sell or otherwise handle, deal with, assemble or dispose of, in any lawful manner, the ABL Priority Collateral, (y) not hinder or restrict in any respect the ABL Agent from conducting ABL Priority Collateral Enforcement Actions in the ABL Priority Collateral or from finishing any work-in-process or processing, shipping, producing, storing, completing, supplying, leasing, selling or otherwise handling, dealing with, assembling or disposing of, in any lawful manner, the ABL Priority Collateral, and (z) permit the ABL Agent, its employees, agents, advisers and representatives, at the cost and expense of the ABL Secured Parties (subject to the Grantors’ reimbursement and indemnity obligations with respect thereto under the Loan Documents), to enter upon and use the Term Loan Priority Collateral (including, without limitation, equipment, processors, computers and other machinery related to the storage or processing of records, documents or files and intellectual property), for a period commencing on (I) the date of the initial ABL Priority Collateral Enforcement Action or the date of delivery of the Term Loan Priority Collateral Enforcement Action Notice, as the case may be, and (II) ending on the date occurring 180 days thereafter (such period, as the same may be extended with the written consent of the New Money Term Loan Agent as contemplated by the final sentence of this Section 7.3(a)(i), the “ABL Priority Collateral Processing and Sale Period”), for purposes of:
Appears in 2 contracts
Samples: Debtor in Possession Credit Agreement (Eastman Kodak Co), Debtor in Possession Loan Agreement (Eastman Kodak Co)
Access to Property to Process and Sell Inventory. (a) (i) If the ABL Facility Collateral Agent commences any action or proceeding with respect to any of its rights or remedies (including, but not limited to, any action of foreclosureforeclosure but excluding any exercise of rights solely in connection with the occurrence and continuation of a Dominion Period, as such term is defined in the ABL Facility Credit Agreement, as in effect from time to time), enforcement, collection or execution with respect to the ABL Facility Priority Collateral (“ABL Facility Priority Collateral Enforcement Actions”) or if the New Money Directing Term Loan Collateral Agent commences any action or proceeding with respect to any of its rights or remedies (including, but not limited to, including any action of foreclosure), enforcement, collection or execution with respect to the Term Loan Priority Collateral and the Directing Term Loan Collateral Agent (or a purchaser at a foreclosure sale conducted in foreclosure of a First Priority Lien on any Liens of the Term Loan Priority Collateral Agent) takes actual or constructive possession of the Term Loan Priority Collateral of any Grantor) Grantor (“Term Loan Priority Collateral Enforcement Actions”), then the New Money Term Loan Agent, as First Priority Representative with respect to Secured Parties and the Term Loan Priority Collateral, and the First Priority Secured Parties with respect to the Term Loan Priority Collateral Agent shall (subject to, in the case of any Term Loan Priority Collateral Enforcement Action, a prior written request by the ABL Facility Collateral Agent to the New Money Directing Term Loan Collateral Agent (the “Term Loan Priority Collateral Enforcement Action Notice”), and to the rights of any landlords under any real estate leases and to the limitations set forth in any applicable Term Loan Documents) shall (x) cooperate with provide reasonable cooperation to the ABL Facility Collateral Agent (and with its officers, employees, representatives and agents) at the cost and expense of the ABL Secured Parties (subject to the Grantors’ reimbursement and indemnity obligations in connection with respect thereto under the Loan Documents) in its efforts to conduct ABL Facility Priority Collateral Enforcement Actions in the ABL Facility Priority Collateral and to finish any work-in-process and process, ship, produce, store, complete, supply, lease, sell or otherwise handle, deal with, assemble or dispose of, in any lawful manner, the ABL Facility Priority Collateral, (y) not hinder or restrict in any respect the ABL Facility Collateral Agent from conducting ABL Facility Priority Collateral Enforcement Actions in the ABL Facility Priority Collateral or from finishing any work-in-process or processing, shipping, producing, storing, completing, supplying, leasing, selling or otherwise handling, dealing with, assembling or disposing of, in any lawful manner, the ABL Facility Priority Collateral, and (z) permit the ABL Facility Collateral Agent, its employees, agents, advisers and representatives, at the cost and expense of the ABL Facility Secured Parties (subject to but with the Grantors’ reimbursement and indemnity obligations obligation with respect thereto under the Loan Documentsthereto), to enter upon and use the Term Loan Priority Collateral (including, without limitation, including equipment, processors, computers and other machinery related to the storage or processing of records, documents or files and intellectual property), for a period commencing on (I) the date of the initial ABL Facility Priority Collateral Enforcement Action or the date of delivery of the Term Loan Priority Collateral Enforcement Action Notice, as the case may be, and (II) ending on the earlier of the date occurring 180 days thereafter and the date on which all ABL Facility Priority Collateral (other than ABL Facility Priority Collateral abandoned by the ABL Facility Collateral Agent in writing) has been removed from the Term Loan Priority Collateral (such period, as the same may be extended with the written consent of the New Money Term Loan Agent as contemplated by the final sentence of this Section 7.3(a)(i), the “ABL Facility Priority Collateral Processing and Sale Period”), for purposes of:
(A) assembling and storing the ABL Facility Priority Collateral and completing the processing of and turning into finished goods any ABL Facility Priority Collateral consisting of work-in-process;
(B) selling any or all of the ABL Facility Priority Collateral located in or on such Term Loan Priority Collateral, whether in bulk, in lots or to customers in the ordinary course of business or otherwise;
(C) removing and transporting any or all of the ABL Facility Priority Collateral located in or on such Term Loan Priority Collateral;
(D) otherwise processing, shipping, producing, storing, completing, supplying, leasing, selling or otherwise handling, dealing with, assembling or disposing of, in any lawful manner, the ABL Facility Priority Collateral; and/or
(E) taking reasonable actions to protect, secure, and otherwise enforce the rights or remedies of the ABL Facility Secured Parties and/or the ABL Facility Collateral Agent (including with respect to any ABL Facility Priority Collateral Enforcement Actions) in and to the ABL Facility Priority Collateral; provided, however, that nothing contained in this Agreement shall restrict the rights of the Directing Term Loan Collateral Agent from selling, assigning or otherwise transferring any Term Loan Priority Collateral prior to the expiration of such ABL Facility Priority Collateral Processing and Sale Period if the purchaser, assignee or transferee thereof agrees in writing (for the benefit of the ABL Facility Collateral Agent and the ABL Facility Secured Parties) to be bound by the provisions of this Section 6. If any stay or other order prohibiting the exercise of remedies with respect to the ABL Facility Priority Collateral has been entered by a court of competent jurisdiction, such ABL Facility Priority Collateral Processing and Sale Period shall be tolled during the pendency of any such stay or other order.
(ii) During the period of actual occupation, use and/or control by the ABL Facility Secured Parties and/or the ABL Facility Collateral Agent (or their respective employees, agents, advisers and representatives) of any Term Loan Priority Collateral, the ABL Facility Secured Parties and the ABL Facility Collateral Agent shall be obligated to repair at their expense any physical damage to such Term Loan Priority Collateral resulting from such occupancy, use or control, and to leave such Term Loan Priority Collateral in substantially the same condition as it was at the commencement of such occupancy, use or control, ordinary wear and tear excepted. Notwithstanding the foregoing, in no event shall the ABL Facility Secured Parties or the ABL Facility Collateral Agent have any liability to the Term Loan Secured Parties or the Term Loan Collateral Agent pursuant to this Section 6.3(a) as a result of any condition (including any environmental condition, claim or liability) on or with respect to the Term Loan Priority Collateral existing prior to the date of the exercise by the ABL Facility Secured Parties (or the ABL Facility Collateral Agent, as the case may be) of their rights under this Section 6.3(a) and the ABL Facility Secured Parties shall have no duty or liability to maintain the Term Loan Priority Collateral in a condition or manner better than that in which it was maintained prior to the use thereof by the ABL Facility Secured Parties, or for any diminution in the value of the Term Loan Priority Collateral that results from ordinary wear and tear resulting from the use of the Term Loan Priority Collateral by the ABL Facility Secured Parties in the manner and for the time periods specified under this Section 6.3(a). Without limiting the rights granted in this Section 6.3(a), the ABL Facility Secured Parties and the ABL Facility Collateral Agent shall cooperate with the Term Loan Secured Parties and the Term Loan Collateral Agent in connection with any efforts made by the Term Loan Secured Parties and the Term Loan Collateral Agent to sell the Term Loan Priority Collateral.
(b) The ABL Facility Secured Parties shall (i) use the Term Loan Priority Collateral in accordance with applicable law; (ii) obtain Insurance for damage to property and liability to persons, including property and liability Insurance, substantially similar to the Insurance maintained by Grantors, naming the Term Loan Collateral Agent as mortgagee, loss payee and additional insured, at no cost to the Term Loan Secured Parties, but only to the extent such Insurance is not otherwise in effect; and (iii) indemnify the Term Loan Secured Parties from any claim, loss, damage, cost or liability arising out of any claim asserted by any third party as a direct result of any acts or omissions by the ABL Facility Collateral Agent, or any of its agents or representatives, in connection with the exercise by the ABL Facility Secured Parties of their rights of access set forth in this Section 6.3. In no event shall any ABL Facility Secured Party have any liability to the Term Loan Secured Parties pursuant to this Section 6.3(b) or otherwise as a result of any condition on or with respect to the Term Loan Priority Collateral existing prior to the date of the exercise by the ABL Facility Secured Parties of their access rights under this Section 6.3(b), and the ABL Facility Secured Parties shall have no duty or liability to maintain the Term Loan Priority Collateral in a condition or manner better than that in which it was maintained prior to the access and/or use thereof by the ABL Facility Secured Parties.
(c) The Term Loan Collateral Agent (x) shall, at the request of the ABL Facility Collateral Agent, provide reasonable cooperation to the ABL Facility Collateral Agent in connection with the manufacture, production, completion, handling, removal and sale of any ABL Facility Priority Collateral by the ABL Facility Collateral Agent as provided above and (y) shall be entitled to receive, from the ABL Facility Collateral Agent, fair compensation and reimbursement for their reasonable and documented out-of-pocket costs and expenses incurred in connection with such cooperation, support and assistance to the ABL Facility Collateral Agent. The Term Loan Collateral Agent and/or any such purchaser (or its transferee or successor) shall not otherwise be required to manufacture, produce, complete, remove, insure, protect, store, safeguard, sell or deliver any inventory subject to any First Priority Lien held by the ABL Facility Collateral Agent or to provide any support, assistance or cooperation to the ABL Facility Collateral Agent in respect thereof.
Appears in 2 contracts
Samples: Term Loan Credit Agreement (Jill Intermediate LLC), Abl Credit Agreement (Jill Intermediate LLC)
Access to Property to Process and Sell Inventory. (a) (i) If the ABL Collateral Agent commences any action or proceeding with respect to any of its rights or remedies (including, but not limited to, any action of foreclosure), enforcement, collection or execution with respect to the ABL Priority Collateral (“ABL Priority Collateral Enforcement Actions”) or if the New Money Controlling Term Loan Debt Agent commences any action or proceeding with respect to any of its rights or remedies (including, but not limited to, including any action of foreclosure), enforcement, collection or execution with respect to the Pari Term Loan Debt Priority Collateral and the Controlling Term Debt Agent (or a purchaser at a foreclosure sale conducted in foreclosure of a First Priority Lien on any Pari Term Loan Priority Collateral Debt Agent’s Liens) takes actual or constructive possession of the Pari Term Loan Debt Priority Collateral of any Grantor) Grantor (“Pari Term Loan Debt Priority Collateral Enforcement Actions”), then the New Money Pari Term Loan Agent, as First Priority Representative with respect to the Term Loan Priority Collateral, Debt Secured Parties and the First Priority Secured Parties with respect to the Pari Term Loan Priority Collateral Debt Agents shall (subject to, in the case of any Pari Term Loan Debt Priority Collateral Enforcement Action, a prior written request by the ABL Collateral Agent to the New Money Controlling Term Loan Debt Agent (the “Pari Term Loan Debt Priority Collateral Enforcement Action Notice”)) shall (x) cooperate with the ABL Collateral Agent (and with its officers, employees, representatives and agents) at the cost and expense of the ABL Secured Parties (subject to the Grantors’ reimbursement and indemnity obligations with respect thereto under the Loan Documents) in its efforts to conduct ABL Priority Collateral Enforcement Actions in the ABL Priority Collateral and to finish any work-in-process and process, ship, produce, store, complete, supply, lease, sell or otherwise handle, deal with, assemble or dispose of, in any lawful manner, the ABL Priority Collateral, (y) not hinder or restrict in any respect the ABL Collateral Agent from conducting ABL Priority Collateral Enforcement Actions in the ABL Priority Collateral or from finishing any work-in-process or processing, shipping, producing, storing, completing, supplying, leasing, selling or otherwise handling, dealing with, assembling or disposing of, in any lawful manner, the ABL Priority Collateral, and (z) permit the ABL Collateral Agent, its employees, agents, advisers and representatives, at the cost and expense of the ABL Secured Parties (subject to but with the Grantors’ reimbursement and indemnity obligations obligation with respect thereto under the Loan Documentsthereto, which shall not be limited), to enter upon and use the Pari Term Loan Debt Priority Collateral (including, without limitation, equipment, processors, computers and other machinery related to the storage or processing of records, documents or files and intellectual propertyfiles), for a period commencing on (I) the date of the initial ABL Priority Collateral Enforcement Action or the date of delivery of the Pari Term Loan Debt Priority Collateral Enforcement Action Notice, as the case may be, and (II) ending on the earlier of the date occurring 180 days thereafter and the date on which all ABL Priority Collateral (other than ABL Priority Collateral abandoned by the ABL Collateral Agent in writing) has been removed from the Pari Term Debt Priority Collateral (such period, as the same may be extended with the written consent of the New Money Term Loan Agent as contemplated by the final sentence of this Section 7.3(a)(i), the “ABL Priority Collateral Processing and Sale Period”), for purposes of:
(A) assembling and storing the ABL Priority Collateral and completing the processing of and turning into finished goods any ABL Priority Collateral consisting of work-in-process, in each case, located in or on such Pari Term Debt Priority Collateral;
(B) selling any or all of the ABL Priority Collateral located in or on such Pari Term Debt Priority Collateral, whether in bulk, in lots or to customers in the ordinary course of business or otherwise;
(C) removing and transporting any or all of the ABL Priority Collateral located in or on such Pari Term Debt Priority Collateral;
(D) otherwise processing, shipping, producing, storing, completing, supplying, leasing, selling or otherwise handling, dealing with, assembling or disposing of, in any lawful manner, the ABL Priority Collateral in each case, located in or on such Pari Term Debt Priority Collateral; and/or
(E) taking reasonable actions to protect, secure, and otherwise enforce the rights or remedies of the ABL Secured Parties and/or the ABL Collateral Agent (including with respect to any ABL Priority Collateral Enforcement Actions) in and to the ABL Priority Collateral in each case, located in or on such Pari Term Debt Priority Collateral; provided, however, that nothing contained in this Agreement shall restrict the rights of any Pari Term Debt Agent from selling, assigning or otherwise transferring any Pari Term Debt Priority Collateral prior to the expiration of such ABL Priority Collateral Processing and Sale Period if the purchaser, assignee or transferee thereof agrees in writing (for the benefit of the ABL Collateral Agent and the ABL Secured Parties) to be bound by the provisions of this Section 4.3. If any stay or other order prohibiting the exercise of remedies with respect to the ABL Priority Collateral has been entered by a court of competent jurisdiction, such ABL Priority Collateral Processing and Sale Period shall be tolled during the pendency of any such stay or other order.
Appears in 1 contract
Samples: Asset Based Revolving Credit Agreement (Albertsons Companies, Inc.)
Access to Property to Process and Sell Inventory. (a) (i) If the ABL Revolver Agent commences any action or proceeding with respect to any of its rights or remedies (including, but not limited to, any action of foreclosure), enforcement, collection or execution with respect to the ABL Priority Revolver Collateral (“ABL Priority Revolver Collateral Enforcement Actions”) or if the New Money Term Loan Agent commences commence any action or proceeding with respect to any of its rights or remedies (including, but not limited to, including any action of foreclosure), enforcement, collection or execution with respect to the Term Loan Priority Facility Collateral and the Term Agent (or a purchaser at a foreclosure sale conducted in foreclosure of a First Priority Lien on any the Term Loan Priority Collateral Agent’s Liens) takes actual or constructive possession of the Term Loan Priority Facility Collateral of any Grantor) Grantor (“Term Loan Priority Facility Collateral Enforcement Actions”), then the New Money Term Loan Agent, as First Priority Representative with respect to Secured Parties and the Term Loan Priority Collateral, and the First Priority Secured Parties with respect to the Term Loan Priority Collateral Agent shall (subject to, in the case of any Term Loan Priority Facility Collateral Enforcement Action, a prior written request by the ABL Revolver Agent to the New Money Term Loan Agent (the “Term Loan Priority Facility Collateral Enforcement Action Notice”)) shall (x) cooperate with the ABL Revolver Agent (and with its officers, employees, representatives and agents) at the cost and expense of the ABL Secured Parties (subject to the Grantors’ reimbursement and indemnity obligations with respect thereto under the Loan Documents) in its efforts to conduct ABL Priority Revolver Collateral Enforcement Actions in the ABL Priority Revolver Collateral and to finish any work-in-process and process, ship, produce, store, complete, supply, lease, sell or otherwise handle, deal with, assemble or dispose of, in any lawful manner, the ABL Priority Revolver Collateral, (y) not hinder or restrict in any respect the ABL Revolver Agent from conducting ABL Priority Revolver Collateral Enforcement Actions in the ABL Priority Revolver Collateral or from finishing any work-in-process or processing, shipping, producing, storing, completing, supplying, leasing, selling or otherwise handling, dealing with, assembling or disposing of, in any lawful manner, the ABL Priority Revolver Collateral, and (z) permit the ABL Revolver Agent, its employees, agents, advisers and representatives, at the cost and expense of the ABL Revolver Secured Parties (subject to but with the Grantors’ reimbursement and indemnity obligations obligation with respect thereto under the Loan Documentsthereto, which shall not be limited), to enter upon and use the Term Loan Priority Facility Collateral (including, without limitation, equipment, processors, computers and other machinery related to the storage or processing of records, documents or files and intellectual property), for a period commencing on (I) the date of the initial ABL Priority Revolver Facility Collateral Enforcement Action or the date of delivery of the Term Loan Priority Facility Collateral Enforcement Action Notice, as the case may be, and (II) ending on the earlier of the date occurring 180 days thereafter and the date on which all Revolver Collateral (other than Revolver Collateral abandoned by the Revolver Agent in writing) has been removed from the Term Facility Collateral (such period, as the same may be extended with the written consent of the New Money Term Loan Agent as contemplated by the final sentence of this Section 7.3(a)(i4.3(a)(i), the “ABL Priority Revolver Collateral Processing and Sale Period”), for purposes of:
(a) assembling and storing the Revolver Collateral and completing the processing of and turning into finished goods any Revolver Collateral consisting of work-in-process;
(b) selling any or all of the Revolver Collateral located in or on such Term Facility Collateral, whether in bulk, in lots or to customers in the ordinary course of business or otherwise;
(c) removing and transporting any or all of the Revolver Collateral located in or on such Term Facility Collateral;
(d) otherwise processing, shipping, producing, storing, completing, supplying, leasing, selling or otherwise handling, dealing with, assembling or disposing of, in any lawful manner, the Term Facility Collateral; and/or
(e) taking reasonable actions to protect, secure, and otherwise enforce the rights or remedies of the Revolver Secured Parties and/or the Revolver Agent (including with respect to any Revolver Collateral Enforcement Actions) in and to the Revolver Collateral;
Appears in 1 contract
Samples: Debt Agreement (Eastman Kodak Co)
Access to Property to Process and Sell Inventory. (a) (i) If the ABL Agent commences any action or proceeding with respect to any of its rights or remedies (including, but not limited to, any action of foreclosure), enforcement, collection or execution with respect to the ABL Priority Collateral (“ABL Priority Collateral Enforcement Actions”) or if the New Money Term Loan Agent any Second Priority Representative commences any action or proceeding with respect to any of its rights or remedies (including, but not limited to, any action of foreclosure), enforcement, collection or execution with respect to the Term Loan Priority Loan/Notes Exclusive Collateral (or a purchaser at a foreclosure sale conducted in foreclosure of a First Priority Lien on any Term Loan Priority Loan/Notes Exclusive Collateral takes actual or constructive possession of the Term Loan Priority Loan/Notes Exclusive Collateral of any Grantor) (“Term Loan Priority Loan/Notes Collateral Enforcement Actions”), then the New Money Term Loan Agent, as First each Second Priority Representative with respect to the Term Loan Priority CollateralRepresentative, and the First Second Priority Secured Parties with respect to the Term Loan Priority Collateral (subject to, in the case of any Term Loan Priority Loan/Notes Collateral Enforcement Action, a prior written request by the ABL Agent to the New Money Term Loan Agent such Second Priority Representative (the “Term Loan Priority Loan/Notes Collateral Enforcement Action Notice”)) shall (x) cooperate with the ABL Agent (and with its officers, employees, representatives and agents) at the cost and expense of the ABL Secured Parties (subject to the Grantors’ reimbursement and indemnity obligations with respect thereto under the Loan Documents) in its efforts to conduct ABL Priority Collateral Enforcement Actions in the ABL Priority Collateral and to finish any work-in-process and process, ship, produce, store, complete, supply, lease, sell or otherwise handle, deal with, assemble or dispose of, in any lawful manner, the ABL Priority Collateral, (y) not hinder or restrict in any respect the ABL Agent from conducting ABL Priority Collateral Enforcement Actions in the ABL Priority Collateral or from finishing any work-in-process or processing, shipping, producing, storing, completing, supplying, leasing, selling or otherwise handling, dealing with, assembling or disposing of, in any lawful manner, the ABL Priority Collateral, and (z) to the extent within the power or control of such Second Priority Secured Party to do so, permit the ABL Agent, its employees, agents, advisers and representatives, at the cost and expense of the ABL Secured Parties (subject to the Grantors’ reimbursement and indemnity obligations with respect thereto under the Loan Documents), to enter upon and use the Term Loan Priority Loan/Notes Exclusive Collateral (including, without limitation, equipment, processors, computers and other machinery related to the storage or processing of records, documents or files and intellectual property), for a period commencing on (I) commencing on the earlier of the date of the initial ABL Priority Collateral Enforcement Action or the date of delivery of the Term Loan Priority Loan/Notes Collateral Enforcement Action Notice, as the case may be, and (II) ending on the earlier of (A) the date occurring 180 days thereafter thereafter, (B) the date on which all of the ABL Priority Collateral (other than an immaterial amount thereof (as reasonably determined by the ABL Agent)) located on such premises is sold, assigned, collected or transferred by the ABL Agent and (C) the First Priority Obligations Payment Date (such period, as the same may be extended with the written consent of the New Money Term Loan Agent Loan/Notes Representative (or, if no Term Loan/Notes Secured Obligations are then outstanding, to the Junior Priority Representative) as contemplated by the final sentence of this Section 7.3(a)(i7.3(a), the “ABL Priority Collateral Processing and Sale Period”), for purposes of:: assembling and storing the ABL Priority Collateral and completing the processing of and turning into finished goods any ABL Priority Collateral consisting of work-in-process;
(A) selling any or all of the ABL Priority Collateral located in or on such Term Loan/Notes Exclusive Collateral, whether in bulk, in lots or to customers in the ordinary course of business or otherwise;
(B) removing and transporting any or all of the ABL Priority Collateral located in or on such Term Loan/Notes Exclusive Collateral;
(C) otherwise processing, shipping, producing, storing, completing, supplying, leasing, selling or otherwise handling, dealing with, assembling or disposing of, in any lawful manner, the ABL Priority Collateral; and/or
(D) taking reasonable actions to protect, secure, and otherwise enforce the rights or remedies of the ABL Secured Parties and/or the ABL Agent (including with respect to any ABL Priority Collateral Enforcement Actions) in and to the ABL Priority Collateral; provided, however, that nothing contained in this Agreement shall restrict the rights of any Second Priority Representative from selling, assigning or otherwise transferring any Term Loan/Notes Exclusive Collateral prior to the expiration of such ABL Priority Collateral Processing and Sale Period if the
7.1. If any stay or other order prohibiting the exercise of remedies with respect to the ABL Priority Collateral has been entered by a court of competent jurisdiction, such ABL Priority Collateral Processing and Sale Period shall be tolled during the pendency of any such stay or other order. The Term Loan/Notes Representative (or, if no Term Loan/Notes Secured Obligations are then outstanding, to the Junior Priority Representative), upon request by the ABL Agent, may in its sole discretion extend the ABL Priority Collateral Processing and Sale Period for an additional period of time.
Appears in 1 contract
Samples: Intercreditor and Collateral Cooperation Agreement (J C Penney Co Inc)
Access to Property to Process and Sell Inventory. (a) (i1) If the ABL Revolver Agent commences any action or proceeding with respect to any of its rights or remedies (including, but not limited to, any action of foreclosure), enforcement, collection or execution with respect to the ABL Priority Revolver Collateral (“ABL Priority Revolver Collateral Enforcement Actions”) or if the New Money Term Loan Agent commences commence any action or proceeding with respect to any of its rights or remedies (including, but not limited to, including any action of foreclosure), enforcement, collection or execution with respect to the Term Loan Priority Facility Collateral and the Term Agent (or a purchaser at a foreclosure sale conducted in foreclosure of a First Priority Lien on any the Term Loan Priority Collateral Agent’s Liens) takes actual or constructive possession of the Term Loan Priority Facility Collateral of any Grantor) Grantor (“Term Loan Priority Facility Collateral Enforcement Actions”), then the New Money Term Loan Agent, as First Priority Representative with respect to Secured Parties and the Term Loan Priority Collateral, and the First Priority Secured Parties with respect to the Term Loan Priority Collateral Agent shall (subject to, in the case of any Term Loan Priority Facility Collateral Enforcement Action, a prior written request by the ABL Revolver Agent to the New Money Term Loan Agent (the “Term Loan Priority Facility Collateral Enforcement Action Notice”)) shall (x) cooperate with the ABL Revolver Agent (and with its officers, employees, representatives and agents) at the cost and expense of the ABL Secured Parties (subject to the Grantors’ reimbursement and indemnity obligations with respect thereto under the Loan Documents) in its efforts to conduct ABL Priority Revolver Collateral Enforcement Actions in the ABL Priority Revolver Collateral and to finish any work-in-process and process, ship, produce, store, complete, supply, lease, sell or otherwise handle, deal with, assemble or dispose of, in any lawful manner, the ABL Priority Revolver Collateral, (y) not hinder or restrict in any respect the ABL Revolver Agent from conducting ABL Priority Revolver Collateral Enforcement Actions in the ABL Priority Revolver Collateral or from finishing any work-in-process or processing, shipping, producing, storing, completing, supplying, leasing, selling or otherwise handling, dealing with, assembling or disposing of, in any lawful manner, the ABL Priority Revolver Collateral, and (z) permit the ABL Revolver Agent, its employees, agents, advisers and representatives, at the cost and expense of the ABL Revolver Secured Parties (subject to but with the Grantors’ reimbursement and indemnity obligations obligation with respect thereto under the Loan Documentsthereto, which shall not be limited), to enter upon and use the Term Loan Priority Facility Collateral (including, without limitation, equipment, processors, computers and other machinery related to the storage or processing of records, documents or files and intellectual property), for a period commencing on (I) the date of the initial ABL Priority Revolver Facility Collateral Enforcement Action or the date of delivery of the Term Loan Priority Facility Collateral Enforcement Action Notice, as the case may be, and (II) ending on the earlier of the date occurring 180 days thereafter and the date on which all Revolver Collateral (other than Revolver Collateral abandoned by the Revolver Agent in writing) has been removed from the Term Facility Collateral (such period, as the same may be extended with the written consent of the New Money Term Loan Agent as contemplated by the final sentence of this Section 7.3(a)(i4.3(a)(i), the “ABL Priority Revolver Collateral Processing and Sale Period”), for purposes of:
(a) assembling and storing the Revolver Collateral and completing the processing of and turning into finished goods any Revolver Collateral consisting of work-in-process;
(b) selling any or all of the Revolver Collateral located in or on such Term Facility Collateral, whether in bulk, in lots or to customers in the ordinary course of business or otherwise;
(c) removing and transporting any or all of the Revolver Collateral located in or on such Term Facility Collateral;
(d) otherwise processing, shipping, producing, storing, completing, supplying, leasing, selling or otherwise handling, dealing with, assembling or disposing of, in any lawful manner, the Term Facility Collateral; and/or
(e) taking reasonable actions to protect, secure, and otherwise enforce the rights or remedies of the Revolver Secured Parties and/or the Revolver Agent (including with respect to any Revolver Collateral Enforcement Actions) in and to the Revolver Collateral;
1. If any stay or other order prohibiting the exercise of remedies with respect to the Revolver Collateral has been entered by a court of competent jurisdiction, such Revolver Collateral Processing and Sale Period shall be tolled during the pendency of any such stay or other order. The Term Agent, upon request by the Revolver Agent, may in their sole discretion extend the Revolver Collateral Processing and Sale Period for an additional period of time.
(ii) During the period of actual occupation, use and/or control by the Revolver Secured Parties and/or the Revolver Agent (or their respective employees, agents, advisers and representatives) of any Term Facility Collateral, the Revolver Secured Parties and the Revolver Agent shall be obligated to repair at their expense any physical damage to such Term Facility Collateral resulting from such occupancy, use or control, and to leave such Term Facility Collateral in substantially the same condition as it was at the commencement of such occupancy, use or control, ordinary wear and tear excepted. Notwithstanding the foregoing, in no event shall the Revolver Secured Parties or the Revolver Agent have any liability to the Term Secured Parties and/or to the Term Agent pursuant to this Section 4.3(a) as a result of any condition (including any environmental condition, claim or liability) on or with respect to the Term Facility Collateral existing prior to the date of the exercise by the Revolver Secured Parties (or the Revolver Agent, as the case may be) of their rights under this Section 4.3(a) and the Revolver Secured Parties shall have no duty or liability to maintain the Term Facility Collateral in a condition or manner better than that in which it was maintained prior to the use thereof by the Revolver Secured Parties, or for any diminution in the value of the Term Facility Collateral that results from ordinary wear and tear resulting from the use of the Term Facility Collateral by the Revolver Secured Parties in the manner and for the time periods specified under this Section 4.3(a). Without limiting the rights granted in this Section 4.3(a), the Revolver Secured Parties and the Revolver Agent shall cooperate with the Term Secured Parties and/or the Term Agent in connection with any efforts made by the Term Secured Parties and/or the Term Agent to sell the Term Facility Collateral.
(b) The Term Agent shall be entitled, as a condition of permitting such access and use, to demand and receive assurances reasonably satisfactory to it that the access or use requested and all activities incidental thereto:
(i) will be permitted, lawful and enforceable under applicable law and will be conducted in accordance with prudent manufacturing practices; and
(ii) will be adequately insured for damage to property and liability to persons, including property and liability insurance for the benefit of the Term Agent and the holders of the Term Obligations, at no cost to the Term Agent or such holders. The Term Agent (x) shall provide reasonable cooperation to the Revolver Agent in connection with the manufacture, production, completion, handling, removal and sale of any Revolver Collateral by the Revolver Agent as provided above and (y) shall be entitled to receive, from the Revolver Agent, fair compensation and reimbursement for their reasonable costs and expenses incurred in connection with such cooperation, support and assistance to the Revolver Agent. Notwithstanding the foregoing sentence, the Term Agent and/or any such purchaser (or its transferee or successor) shall not otherwise be required to manufacture, produce, complete, remove, insure, protect, store, safeguard, sell or deliver any inventory subject to any Lien held by the Revolver Agent or to provide any support, assistance or cooperation to the Revolver Agent in respect thereof.
Appears in 1 contract
Access to Property to Process and Sell Inventory. (a) (i) If the ABL Agent commences any action or proceeding with respect to any of its rights or remedies (including, but not limited to, any action of foreclosure), enforcement, collection or execution with respect to the ABL Priority Collateral (“ABL Priority Collateral Enforcement Actions”) or if of the New Money Term Loan Security Agent commences any action or proceeding with respect to any of its rights or remedies (including, but not limited to, including any action of foreclosure), enforcement, collection or execution with respect to the Term Loan Priority Collateral and the Term Loan Security Agent (or a purchaser at a foreclosure sale conducted in foreclosure of a First Priority Lien on any Term Loan Priority Collateral Security Agent’s Liens) takes actual or constructive possession of the Term Loan Priority Collateral of any Grantor) Grantor (“Term Loan Priority Collateral Enforcement Actions”), then the New Money Term Loan Agent, as First Priority Representative with respect to Secured Parties and the Term Loan Priority Collateral, and the First Priority Secured Parties with respect to the Term Loan Priority Collateral Security Agent shall (subject to, in the case of any Term Loan Priority Collateral Enforcement Action, a prior written request by the ABL Agent to the New Money Term Loan Security Agent (the “Term Loan Priority Collateral Enforcement Action Notice”)) shall (x) cooperate with the ABL Agent (and with its officers, employees, representatives and agents) at the cost and expense of the ABL Secured Parties (subject to the Grantors’ reimbursement and indemnity obligations with respect thereto under the Loan Documents) in its efforts to conduct ABL Priority Collateral Enforcement Actions in the ABL Priority Collateral and to finish any work-in-process and process, ship, produce, store, complete, supply, lease, sell or otherwise handle, deal with, assemble or dispose of, in any lawful manner, the ABL Priority Collateral, (y) not hinder or restrict in any respect the ABL Agent from conducting ABL Priority Collateral Enforcement Actions in the ABL Priority Collateral or from finishing any work-in-process or processing, shipping, producing, storing, completing, supplying, leasing, selling or otherwise handling, dealing with, assembling or disposing of, in any lawful manner, the ABL Priority Collateral, and (z) permit the ABL Agent, its employees, agents, advisers and representatives, at the cost and expense of the ABL Secured Parties (subject to but with the Grantors’ reimbursement and indemnity obligations obligation with respect thereto under the Loan Documentsthereto), to enter upon and use the Term Loan Priority Collateral (including, without limitation, equipment, processors, computers and other machinery related to the storage or processing of records, documents or files and intellectual property), for a period commencing on (I) the date of the initial ABL Priority Collateral Enforcement Action or the date of delivery of the Term Loan Priority Collateral Enforcement Action Notice, as the case may be, and (II) ending on the earlier of the date occurring 180 120 days thereafter and the date on which all ABL Priority Collateral (other than ABL Priority Collateral abandoned by the ABL Agent in writing) has been removed from the Term Loan Priority Collateral (such period, as the same may be extended with the written consent of the New Money Term Loan Agent as contemplated by the final sentence of this Section 7.3(a)(i), the “ABL Priority Collateral Processing and Sale Period”), for purposes of:
Appears in 1 contract
Samples: Term Loan Credit Agreement (AdvancePierre Foods Holdings, Inc.)
Access to Property to Process and Sell Inventory. (a) (i) If the ABL Agent commences any action or proceeding with respect to any of its rights or remedies (including, but not limited to, any action of foreclosure), enforcement, collection or execution with respect to the ABL Priority Collateral (“ABL Priority Collateral Enforcement Actions”) or if the New Money Term Loan Agent commences any action or proceeding with respect to any of its rights or remedies (including, but not limited to, any action of foreclosure), enforcement, collection or execution with respect to the Term Loan Priority Collateral (or a purchaser at a foreclosure sale conducted in foreclosure of a First Priority Lien on any Term Loan Priority Collateral takes actual or constructive possession of the Term Loan Priority Collateral of any Grantor) (“Term Loan Priority Collateral Enforcement Actions”), then the New Money Term Loan Agent, as First Priority Representative with respect to the Term Loan Priority Collateral, and the First Priority Secured Parties with respect to the Term Loan Priority Collateral (subject to, in the case of any Term Loan Priority Collateral Enforcement Action, a prior written request by the ABL Agent to the New Money Term Loan Agent (the “Term Loan Priority Collateral Enforcement Action Notice”)) shall (x) cooperate with the ABL Agent (and with its officers, employees, representatives and agents) at the cost and expense of the ABL Secured Parties (subject to the Grantors’ reimbursement and indemnity obligations with respect thereto under the Loan Documents) in its efforts to conduct ABL Priority Collateral Enforcement Actions in the ABL Priority Collateral and to finish any work-in-process and process, ship, produce, store, complete, supply, lease, sell or otherwise handle, deal with, assemble or dispose of, in any lawful manner, the ABL Priority Collateral, (y) not hinder or restrict in any respect the ABL Agent from conducting ABL Priority Collateral Enforcement Actions in the ABL Priority Collateral or from finishing any work-in-process or processing, shipping, producing, storing, completing, supplying, leasing, selling or otherwise handling, dealing with, assembling or disposing of, in any lawful manner, the ABL Priority Collateral, and (z) permit the ABL Agent, its employees, agents, advisers and representatives, at the cost and expense of the ABL Secured Parties (subject to the Grantors’ reimbursement and indemnity obligations with respect thereto under the Loan Documents), to enter upon and use the Term Loan Priority Collateral (including, without limitation, equipment, processors, computers and other machinery related to the storage or processing of records, documents or files and intellectual property), for a period commencing on (I) the date of the initial ABL Priority Collateral Enforcement Action or the date of delivery of the Term Loan Priority Collateral Enforcement Action Notice, as the case may be, and (II) ending on the date occurring 180 days thereafter (such period, as the same may be extended with the written consent of the New Money Term Loan Agent as contemplated by the final sentence of this Section 7.3(a)(i), the “ABL Priority Collateral Processing and Sale Period”), for purposes of:
(A) assembling and storing the ABL Priority Collateral and completing the processing of and turning into finished goods any ABL Priority Collateral consisting of work-in-process;
(B) selling any or all of the ABL Priority Collateral located in or on such Term Loan Priority Collateral, whether in bulk, in lots or to customers in the ordinary course of business or otherwise;
(C) removing and transporting any or all of the ABL Priority Collateral located in or on such Term Loan Priority Collateral;
(D) otherwise processing, shipping, producing, storing, completing, supplying, leasing, selling or otherwise handling, dealing with, assembling or disposing of, in any lawful manner, the ABL Priority Collateral; and/or
(E) taking reasonable actions to protect, secure, and otherwise enforce the rights or remedies of the ABL Secured Parties and/or the ABL Agent (including with respect to any ABL Priority Collateral Enforcement Actions) in and to the ABL Priority Collateral;
1. If any stay or other order prohibiting the exercise of remedies with respect to the ABL Priority Collateral has been entered by a court of competent jurisdiction, such ABL Priority Collateral Processing and Sale Period shall be tolled during the pendency of any such stay or other order. The New Money Term Loan Agent, upon request by the ABL Agent, may in its sole discretion extend the ABL Priority Collateral Processing and Sale Period for an additional period of time.
Appears in 1 contract
Access to Property to Process and Sell Inventory. (a) (i) If the ABL Revolver Agent commences any action or proceeding with respect to any of its rights or remedies (including, but not limited to, any action of foreclosure), enforcement, collection or execution with respect to the ABL Priority Revolver Collateral (“ABL Priority Revolver Collateral Enforcement Actions”) or if the New Money Term Loan Agent commences commence any action or proceeding with respect to any of its rights or remedies (including, but not limited to, including any action of foreclosure), enforcement, collection or execution with respect to the Term Loan Priority Facility Collateral and the Term Agent (or a purchaser at a foreclosure sale conducted in foreclosure of a First Priority Lien on any the Term Loan Priority Collateral Agent’s Liens) takes actual or constructive possession of the Term Loan Priority Facility Collateral of any Grantor) Grantor (“Term Loan Priority Facility Collateral Enforcement Actions”), then the New Money Term Loan Agent, as First Priority Representative with respect to Secured Parties and the Term Loan Priority Collateral, and the First Priority Secured Parties with respect to the Term Loan Priority Collateral Agent shall (subject to, in the case of any Term Loan Priority Facility Collateral Enforcement Action, a prior written request by the ABL Revolver Agent to the New Money Term Loan Agent (the “Term Loan Priority Facility Collateral Enforcement Action Notice”)) shall (x) cooperate with the ABL Revolver Agent (and with its officers, employees, representatives and agents) at the cost and expense of the ABL Secured Parties (subject to the Grantors’ reimbursement and indemnity obligations with respect thereto under the Loan Documents) in its efforts to conduct ABL Priority Revolver Collateral Enforcement Actions in the ABL Priority Revolver Collateral and to finish any work-in-process and process, ship, produce, store, complete, supply, lease, sell or otherwise handle, deal with, assemble or dispose of, in any lawful manner, the ABL Priority Revolver Collateral, (y) not hinder or restrict in any respect the ABL Revolver Agent from conducting ABL Priority Revolver Collateral Enforcement Actions in the ABL Priority Revolver Collateral or from finishing any work-in-process or processing, shipping, producing, storing, completing, supplying, leasing, selling or otherwise handling, dealing with, assembling or disposing of, in any lawful manner, the ABL Priority Revolver Collateral, and (z) permit the ABL Revolver Agent, its employees, agents, advisers and representatives, at the cost and expense of the ABL Revolver Secured Parties (subject to but with the Grantors’ reimbursement and indemnity obligations obligation with respect thereto under the Loan Documentsthereto, which shall not be limited), to enter upon and use the Term Loan Priority Facility Collateral (including, without limitation, equipment, processors, computers and other machinery related to the storage or processing of records, documents or files and intellectual property), for a period commencing on (I) the date of the initial ABL Priority Revolver Facility Collateral Enforcement Action or the date of delivery of the Term Loan Priority Facility Collateral Enforcement Action Notice, as the case may be, and (II) ending on the earlier of the date occurring 180 days thereafter and the date on which all Revolver Collateral (other than Revolver Collateral abandoned by the Revolver Agent in writing) has been removed from the Term Facility Collateral (such period, as the same may be extended with the written consent of the New Money Term Loan Agent as contemplated by the final sentence of this Section 7.3(a)(i4.3(a)(i), the “ABL Priority Revolver Collateral Processing and Sale Period”), for purposes of:
Appears in 1 contract
Samples: Debt Agreement (Eastman Kodak Co)
Access to Property to Process and Sell Inventory. (a) (i) If the ABL Facility Collateral Agent commences any action or proceeding with respect to any of its rights or remedies (including, but not limited to, any action of foreclosureforeclosure but excluding any exercise of rights solely in connection with the occurrence and continuation of a Dominion Period, as such term is defined in the ABL Facility Credit Agreement, as in effect from time to time), enforcement, collection or execution with respect to the ABL Facility Priority Collateral (“ABL Facility Priority Collateral Enforcement Actions”) or if the New Money Directing Term Loan Collateral Agent commences any action or proceeding with respect to any of its rights or remedies (including, but not limited to, including any action of foreclosure), enforcement, collection or execution with respect to the Term Loan Priority Collateral and the Directing Term Loan Collateral Agent (or a purchaser at a foreclosure sale conducted in foreclosure of a First Priority Lien on any Liens of the Term Loan Priority Collateral Agent) takes actual or constructive possession of the Term Loan Priority Collateral of any Grantor) Grantor (“Term Loan Priority Collateral Enforcement Actions”), then the New Money Term Loan Agent, as First Priority Representative with respect to Secured Parties and the Term Loan Priority Collateral, and the First Priority Secured Parties with respect to the Term Loan Priority Collateral Agent shall (subject to, in the case of any Term Loan Priority Collateral Enforcement Action, a prior written request by the ABL Facility Collateral Agent to the New Money Directing Term Loan Collateral Agent (the “Term Loan Priority Collateral Enforcement Action Notice”), and to the rights of any landlords under any real estate leases and to the limitations set forth in any applicable Term Loan Documents) shall (x) cooperate with provide reasonable cooperation to the ABL Facility Collateral Agent (and with its officers, employees, representatives and agents) at the cost and expense of the ABL Secured Parties (subject to the Grantors’ reimbursement and indemnity obligations in connection with respect thereto under the Loan Documents) in its efforts to conduct ABL Facility Priority Collateral Enforcement Actions in the ABL Facility Priority Collateral and to finish any work-in-process and process, ship, produce, store, complete, supply, lease, sell or otherwise handle, deal with, assemble or dispose of, in any lawful manner, the ABL Facility Priority Collateral, (y) not hinder or restrict in any respect the ABL Facility Collateral Agent from conducting ABL Facility Priority Collateral Enforcement Actions in the ABL Facility Priority Collateral or from finishing any work-in-process or processing, shipping, producing, storing, completing, supplying, leasing, selling or otherwise handling, dealing with, assembling or disposing of, in any lawful manner, the ABL Facility Priority Collateral, and (z) permit the ABL Facility Collateral Agent, its employees, agents, advisers and representatives, at the cost and expense of the ABL Facility Secured Parties (subject to but with the Grantors’ reimbursement and indemnity obligations obligation with respect thereto under the Loan Documentsthereto), to enter upon and use the Term Loan Priority Collateral (including, without limitation, including equipment, processors, computers and other machinery related to the storage or processing of records, documents or files and intellectual property), for a period commencing on (I) the date of the initial ABL Facility Priority Collateral Enforcement Action or the date of delivery of the Term Loan Priority Collateral Enforcement Action Notice, as the case may be, and (II) ending on the earlier of the date occurring 180 days thereafter and the date on which all ABL Facility Priority Collateral (other than ABL Facility Priority Collateral abandoned by the ABL Facility Collateral Agent in writing) has been removed from the Term Loan Priority Collateral (such period, as the same may be extended with the written consent of the New Money Term Loan Agent as contemplated by the final sentence of this Section 7.3(a)(i), the “ABL Facility Priority Collateral Processing and Sale Period”), for purposes of:
Appears in 1 contract
Samples: Term Loan Credit Agreement
Access to Property to Process and Sell Inventory. (a) (i) If the ABL Collateral Agent commences any action or proceeding with respect to any of its rights or remedies (including, but not limited to, any action of foreclosure), enforcement, collection or execution with respect to the ABL Priority Collateral (“ABL Priority Collateral Enforcement Actions”) or if the New Money Term Loan Collateral Agent commences any action or proceeding with respect to any of its rights or remedies (including, but not limited to, including any action of foreclosure), enforcement, collection or execution with respect to the Term Loan TL Priority Collateral and the Term Col- lateral Agent (or a purchaser at a foreclosure sale conducted in foreclosure of a First Priority Lien on any Term Loan Priority Collateral Agent’s Liens) takes actual or constructive possession of the Term Loan TL Priority Collateral of any Grantor) Grantor (“Term Loan TL Priority Collateral Enforcement Actions”), then the New Money Term Loan Agent, as First Priority Representative with respect to Secured Parties and the Term Loan Priority Collateral, and the First Priority Secured Parties with respect to the Term Loan Priority Collateral Agent shall (subject to, in the case of any Term Loan TL Priority Collateral Enforcement Action, a prior written request by the ABL Collateral Agent to the New Money Term Loan Collateral Agent (the “Term Loan "TL Priority Collateral Enforcement Action Notice”)) shall (x) cooperate with the ABL Collateral Agent (and with its officers, employees, representatives and agents) at the cost and expense of the ABL Secured Parties (subject to the Grantors’ reimbursement and indemnity obligations with respect thereto under the Loan Documents) in its efforts to conduct ABL Priority Collateral Enforcement Actions in the ABL Priority Collateral and to finish any work-in-process and process, ship, produce, store, complete, supply, lease, sell or otherwise handle, deal with, assemble or dispose of, in any lawful manner, the ABL Priority Collateral, (y) not hinder or restrict in any respect the ABL Collateral Agent from conducting ABL Priority Collateral Enforcement Actions in the ABL Priority Collateral or from finishing any work-in-process or processing, shipping, producing, storing, completing, supplying, leasing, selling or otherwise handling, dealing with, assembling or disposing of, in any lawful manner, the ABL Priority Collateral, and (z) permit the ABL Collateral Agent, its employees, agents, advisers and representatives, at the cost and expense of the ABL Secured Parties (subject to but with the Grantors’ reimbursement and indemnity obligations obligation with respect thereto under the Loan Documentsthereto, which shall not be limited), to enter upon and use the Term Loan TL Priority Collateral (including, without limitation, equipment, processors, computers and other machinery related to the storage or processing of records, documents or files and intellectual property), for a period commencing on (I) the date of the initial ABL Priority Collateral Enforcement Action or the date of delivery of the Term Loan TL Priority Collateral Enforcement Action Notice, as the case may be, and (II) ending on the earlier of the date occurring 180 days thereafter and the date on which all ABL Priority Collateral (other than ABL Priority Collateral abandoned by the ABL Collateral Agent in writing) has been removed from the TL Priority Collateral (such period, as the same may be extended with the written consent of the New Money Term Loan Agent as contemplated by the final sentence of this Section 7.3(a)(i), the “ABL Priority Collateral Processing and Sale Period”), for purposes of:
(A) assembling and storing the ABL Priority Collateral and completing the processing of and turning into finished goods any ABL Priority Collateral consisting of work-in-process;
(B) selling any or all of the ABL Priority Collateral located in or on such TL Priority Collateral, whether in bulk, in lots or to customers in the ordinary course of business or otherwise;
(C) removing and transporting any or all of the ABL Priority Collateral located in or on such TL Priority Collateral;
(D) otherwise processing, shipping, producing, storing, completing, supplying, leasing, selling or otherwise handling, dealing with, assembling or disposing of, in any lawful manner, the ABL Priority Collateral; and/or
(E) taking reasonable actions to protect, secure, and otherwise enforce the rights or remedies of the ABL Secured Parties and/or the ABL Collateral Agent (including with respect to any ABL Priority Collateral Enforcement Actions) in and to the ABL Priority Collateral;
1. If any stay or other order prohibiting the exercise of remedies with respect to the ABL Priority Collateral has been entered by a court of competent jurisdiction, such ABL Priority Collateral Processing and Sale Period shall be tolled during the pendency of any such stay or other order.
Appears in 1 contract
Samples: Credit Agreement (Dole Food Co Inc)
Access to Property to Process and Sell Inventory. (a) (i) If the ABL Agent Senior Representative commences any action or proceeding with respect to any of its rights or remedies (remedies, including, but not limited to, any action of foreclosure), enforcement, collection or execution execution, with respect to the ABL Priority Collateral (“ABL Priority Collateral Enforcement Actions”) or if the New Money Term Loan Agent commences any action or proceeding with respect to any of its rights or remedies (including, but not limited to, any action of foreclosure), enforcement, collection or execution with respect to the Term Loan Senior Priority Collateral (or a purchaser at a foreclosure sale conducted in foreclosure of a First Priority Lien on any Term Loan such Senior Priority Collateral takes actual or constructive possession of the Term Loan such Senior Priority Collateral of any Grantor) or if the Junior Representative commences any action or proceeding with respect to any of its rights or remedies, including, but not limited to, any action of foreclosure, enforcement, collection or execution, with respect to its Junior Obligations (“Term Loan or a purchaser at a foreclosure sale conducted in foreclosure of such Junior Priority Collateral Enforcement Actions”takes actual or constructive possession of such Junior Priority Collateral of any Grantor), then the New Money Term Loan Agent, as First Priority Junior Representative with respect to the Term Loan Priority Collateral, on behalf of itself and the First Priority Junior Secured Parties with respect to the Term Loan Priority Collateral shall:
(subject to, in the case of any Term Loan Priority Collateral Enforcement Action, a prior written request by the ABL Agent to the New Money Term Loan Agent (the “Term Loan Priority Collateral Enforcement Action Notice”)) shall (xi) cooperate with the ABL Agent Senior Representative (and with its officers, employees, representatives and agents) at the cost and expense of the ABL Senior Secured Parties (subject to the Grantors’ reimbursement and indemnity obligations with respect thereto under the Loan Senior Facility Documents) in its efforts to conduct ABL Priority Collateral such Enforcement Actions in the ABL such Senior Priority Collateral and to finish any work-in-process and process, ship, produce, store, complete, supply, lease, sell or otherwise handle, deal with, assemble or dispose of, in any lawful manner, the ABL such Senior Priority Collateral, ; and
(yb) not hinder or restrict in any respect the ABL Agent Senior Representative from conducting ABL Priority Collateral such Enforcement Actions in the ABL such Senior Priority Collateral or from finishing any work-in-process or processing, shipping, producing, storing, completing, supplying, leasing, selling or otherwise handling, dealing with, assembling or disposing of, in any lawful manner, the ABL such Senior Priority Collateral. During the period of actual occupation, and use and/or control by the Senior Secured Parties and/or the Senior Representative (z) permit the ABL Agentor their respective officers, its employees, agents, advisers and representatives) of any Junior Priority Collateral, the Senior Secured Parties and the Senior Representative shall:
(i) be responsible for the ordinary course third-party expenses related thereto, including costs for heat, light, electricity, water and real property taxes for that portion of any premises so used or occupied; and
(ii) be obligated to repair at their expense any physical damage to such Junior Priority Collateral resulting from such occupancy, use or control or removal of Senior Priority Collateral and to leave such Junior Priority Collateral in substantially the same condition as it was at the cost commencement of such occupancy, use or control, ordinary wear and expense of tear excepted. Notwithstanding the ABL foregoing, in no event shall the Senior Secured Parties (subject or the Senior Representative have any liability to the Grantors’ reimbursement and indemnity obligations Junior Representative or to any other Junior Secured Party with respect thereto under to the Loan Documents), to enter upon and use the Term Loan Junior Priority Collateral pursuant to this Section 8.3(b) as a result of any condition (includingincluding any environmental condition, without limitation, equipment, processors, computers and other machinery related claim or liability) on or with respect to the storage or processing of records, documents or files and intellectual property), for a period commencing on (I) Junior Priority Collateral existing prior to the date of the initial ABL Priority Collateral Enforcement Action exercise by the Senior Secured Parties (or the date of delivery of the Term Loan Priority Collateral Enforcement Action NoticeSenior Representative, as the case may be) of their rights under Section 8.3(a) and the Senior Secured Parties shall have no duty or liability to maintain the Junior Priority Collateral in a condition or manner better than that in which it was maintained prior to the use thereof by the Senior Secured Parties, and (II) ending on or for any diminution in the date occurring 180 days thereafter (such period, as the same may be extended with the written consent value of the New Money Term Loan Agent as contemplated Junior Priority Collateral that results from ordinary wear and tear resulting from the use of the Junior Priority Collateral by the final sentence of this Senior Secured Parties in the manner and for the time periods specified under Section 7.3(a)(i8.3(a). Without limiting the rights granted in Section 8.3(a), the “ABL Senior Secured Parties and the Senior Representative shall cooperate with the Junior Representative, and the other Junior Secured Parties in connection with any efforts made by the Junior Representative or such Junior Secured Parties to sell the Junior Priority Collateral Processing and Sale Period”), for purposes of:Collateral.
Appears in 1 contract
Access to Property to Process and Sell Inventory. (a) (i) If the ABL Credit Agreement Collateral Agent commences any action or proceeding with respect to any of its rights or remedies (including, but not limited to, including any action of foreclosureforeclosure but excluding any exercise of rights solely in connection with the occurrence and continuation of a Dominion Period, as such term is defined in the ABL Credit Agreement (as in effect on the date hereof)), enforcement, collection or execution with respect to the ABL Priority Collateral (“ABL Priority Collateral Enforcement Actions”) or if the New Money any Term Loan Collateral Agent commences any action or proceeding with respect to any of its rights or remedies (including, but not limited to, including any action of foreclosure), enforcement, collection or execution with respect to the Term Loan Priority Collateral, and such Term Loan Collateral Agent (or a purchaser at a foreclosure sale conducted in foreclosure of a First Priority Lien on any Liens of any Term Loan Priority Collateral Agent) takes actual or constructive possession of the Term Loan Priority Collateral of any Grantor) Obligor (“Term Loan Priority Collateral Enforcement Actions”), then the New Money applicable Term Loan Agent, as First Priority Representative with respect to the Term Loan Priority Collateral, and the First Priority Secured Parties with respect to the Term Loan Priority Collateral Claimholders shall (subject to, in the case of any Term Loan Priority Collateral Enforcement Action, a prior written request by the ABL Credit Agreement Collateral Agent to the New Money applicable Term Loan Collateral Agent (the “Term Loan Priority Collateral Enforcement Action Notice”)) shall (x) cooperate with the ABL Credit Agreement Collateral Agent (and with its officers, employees, representatives and agents) at the cost and expense of the ABL Secured Parties (subject to the Grantors’ reimbursement and indemnity obligations with respect thereto under the Loan Documents) in its efforts to conduct ABL Priority Collateral Enforcement Actions in the ABL Priority Collateral and to finish any work-in-process and process, ship, produce, store, complete, supply, lease, sell or otherwise handle, deal with, assemble or dispose of, in any lawful manner, the ABL Priority Collateral, (y) not hinder or restrict in any respect the ABL Credit Agreement Collateral Agent from conducting ABL Priority Collateral Enforcement Actions in the ABL Priority Collateral or from finishing any work-in-process or processing, shipping, producing, storing, completing, supplying, leasing, selling or otherwise handling, dealing with, assembling or disposing of, in any lawful manner, the ABL Priority Collateral, and (z) permit the ABL Credit Agreement Collateral Agent, its employees, agents, advisers and representatives, at the cost and expense of the ABL Secured Parties (subject to the Grantors’ reimbursement and indemnity obligations with respect thereto under the Loan Documents)Claimholders, to enter upon any real property of the Obligors and to use the Term Loan Priority Collateral (including, without limitation, including equipment, processors, computers and other machinery related to the storage or processing of records, documents or files and intellectual property), for a period commencing on (I) the date of the initial ABL Priority Collateral Enforcement Action or the date of delivery of the Term Loan Priority Collateral Enforcement Action Notice, as the case may be, and (II) ending on the earlier of the date occurring 180 days thereafter and the date on which all ABL Priority Collateral (other than ABL Priority Collateral abandoned by the ABL Credit Agreement Collateral Agent in writing) has been removed from such real property or the Term Loan Priority Collateral (such period, as the same may be extended with the written consent of the New Money Term Loan Agent as contemplated by the final sentence of this Section 7.3(a)(i), the “ABL Priority Collateral Processing and Sale Period”), for purposes of:
(A) assembling and storing the ABL Priority Collateral and completing the processing of and turning into finished goods any ABL Priority Collateral consisting of work-in-process;
(B) selling any or all of the ABL Priority Collateral located in or on such real property or Term Loan Priority Collateral, whether in bulk, in lots or to customers in the ordinary course of business or otherwise;
(C) removing and transporting any or all of the ABL Priority Collateral located in or on such real property or Term Loan Priority Collateral;
(D) otherwise processing, shipping, producing, storing, completing, supplying, leasing, selling or otherwise handling, dealing with, assembling or disposing of, in any lawful manner, the ABL Priority Collateral; and/or
(E) taking reasonable actions to protect, secure, and otherwise enforce the rights or remedies of the ABL Claimholders and/or the ABL Credit Agreement Collateral Agent (including with respect to any ABL Priority Collateral Enforcement Actions) in and to the ABL Priority Collateral; provided, however, that nothing contained in this Agreement shall restrict the rights of any Term Loan Collateral Agent from selling, assigning or otherwise transferring any Term Loan Priority Collateral prior to the expiration of such ABL Priority Collateral Processing and Sale Period if the purchaser, assignee or transferee thereof agrees in writing (for the benefit of the ABL Credit Agreement Collateral Agent and the ABL Claimholders) to be bound by the provisions of this Section 5.10. If any stay or other order prohibiting the exercise of remedies with respect to the ABL Priority Collateral has been entered by a court of competent jurisdiction, such ABL Priority Collateral Processing and Sale Period shall be tolled during the pendency of any such stay or other order.
(i) During the period of actual occupation, use and/or control by the ABL Claimholders and/or the ABL Credit Agreement Collateral Agent (or their respective employees, agents, advisers and representatives) of any real property or Term Loan Priority Collateral, the ABL Claimholders and the ABL Credit Agreement Collateral Agent shall be obligated to repair at their expense any physical damage to such real property or Term Loan Priority Collateral resulting from such occupancy, use or control, and to leave such real property or Term Loan Priority Collateral in substantially the same condition as it was at the commencement of such occupancy, use or control, ordinary wear and tear excepted. Notwithstanding the foregoing, in no event shall the ABL Claimholders or the ABL Credit Agreement Collateral Agent have any liability to the Term Loan Claimholders pursuant to this Section 5.10(a) as a result of any condition (including any environmental condition, claim or liability) on or with respect to such real property or the Term Loan Priority Collateral existing prior to the date of the exercise by the ABL Claimholders of their rights under this Section 5.10(a) and the ABL Claimholders shall have no duty or liability to maintain such real property or the Term Loan Priority Collateral in a condition or manner better than that in which it was maintained prior to the use thereof by the ABL Claimholders, or for any diminution in the value of such real property or the Term Loan Priority Collateral that results from ordinary wear and tear resulting from the use of such real property or the Term Loan Priority Collateral by the ABL Claimholders in the manner and for the time periods specified under this Section 5.10(a). Without limiting the rights granted in this Section 5.10(a), the ABL Claimholders shall cooperate with the Term Loan Claimholders in connection with any efforts made by the Term Loan Claimholders to sell the Term Loan Priority Collateral.
(b) The ABL Claimholders shall (i) use such real property and the Term Loan Priority Collateral in accordance with applicable law; (ii) obtain insurance for damage to property and liability to persons, including property and liability insurance, substantially similar to the insurance maintained by the Obligors, naming each of the Term Loan Collateral Agents as mortgagee, loss payee and additional insured, at no cost to the Term Loan Claimholders, but only to the extent such insurance is not otherwise in effect; and (iii) indemnify the Term Loan Claimholders from any claim, loss, damage, cost or liability arising out of any claim asserted by any third party as a result of any acts or omissions by the ABL Credit Agreement Collateral Agent, or any of its agents or representatives, in connection with the exercise by the ABL Claimholders of their rights of access set forth in this Section 5.10. In no event shall any ABL Claimholders have any liability to the Term Loan Claimholders pursuant to this Section 5.10(b) or otherwise as a result of any condition on or with respect to such real property or the Term Loan Priority Collateral existing prior to the date of the exercise by the ABL Claimholders of their access rights under this Section 5.10(b), and the ABL Claimholders shall have no duty or liability to maintain such real property or the Term Loan Priority Collateral in a condition or manner better than that in which it was maintained prior to the access and/or use thereof by the ABL Claimholders.
(c) Each of the Term Loan Collateral Agents (x) shall, at the request of the ABL Credit Agreement Collateral Agent, provide reasonable cooperation to the ABL Credit Agreement Collateral Agent in connection with the manufacture, production, completion, handling, removal and sale of any ABL Priority Collateral by the ABL Credit Agreement Collateral Agent as provided above and (y) shall be entitled to receive, from the ABL Credit Agreement Collateral Agent, fair compensation and reimbursement for their reasonable costs and expenses incurred in connection with such cooperation, support and assistance to the ABL Credit Agreement Collateral Agent. Each of the Term Loan Collateral Agents and/or any such purchaser (or its transferee or successor) shall not otherwise be required to manufacture, produce, complete, remove, insure, protect, store, safeguard, sell or deliver any Inventory subject to any Lien held by the ABL Credit Agreement Collateral Agent or to provide any support, assistance or cooperation to the ABL Credit Agreement Collateral Agent in respect thereof.
Appears in 1 contract
Samples: First Lien Credit Agreement (Option Care Health, Inc.)
Access to Property to Process and Sell Inventory. (a) (i) If In the ABL event of any Enforcement Action taken by the ABL/LC Controlling Agent commences any action or proceeding with in respect to any of its rights or remedies (including, but not limited to, any action of foreclosure), enforcement, collection or execution with respect to the ABL Priority Collateral (“ABL Priority Collateral Enforcement Actions”) or if the New Money First Priority Representative with respect to the Term Loan Agent Priority Collateral commences any action or proceeding with respect to any of its their respective rights or remedies (including, but not limited to, any action of foreclosure), enforcement, collection or execution with respect to the Term Loan Priority Collateral (or a purchaser at a foreclosure sale conducted in foreclosure of a First Priority Lien or Second Priority Lien, as the case may be, on any Term Loan Priority Collateral takes actual or constructive possession of the Term Loan Priority Collateral of any Grantor) (“Term Loan Priority Collateral Enforcement Actions”), then the New Money Term Loan Agent, as First Priority Representative with respect to the Term Loan Priority Collateral, the First Priority Secured Parties with respect to the Term Loan Priority Collateral, the Second Priority Representative with respect to the Term Loan Priority Collateral and the First Second Priority Secured Parties with respect to the Term Loan Priority Collateral (subject to, in the case of any Term Loan Priority Collateral Enforcement Action, a prior written request by the ABL ABL/LC Controlling Agent to the New Money First Priority Representative with respect to the Term Loan Agent Priority Collateral (the “Term Loan Priority Collateral Enforcement Action Notice”)) shall (xA) cooperate with the ABL ABL/LC Controlling Agent (and with its officers, employees, representatives and agents) at the cost and expense of the ABL Secured Parties or LC Secured Parties, as applicable (subject to the Grantors’ reimbursement and indemnity obligations with respect thereto under the Loan Documents) in its efforts to conduct ABL Priority Collateral Enforcement Actions in the ABL Priority Collateral and to finish any work-in-process and process, ship, produce, store, complete, supply, lease, sell or otherwise handle, deal with, assemble or dispose of, in any lawful manner, the ABL Priority Collateral, (yB) not hinder or restrict in any respect the ABL ABL/LC Controlling Agent from conducting ABL Priority Collateral Enforcement Actions in the ABL Priority Collateral or from finishing any work-in-process or processing, shipping, producing, storing, completing, supplying, leasing, selling or otherwise handling, dealing with, assembling or disposing of, in any lawful manner, the ABL Priority Collateral, and (zC) permit the ABL ABL/LC Controlling Agent, its employees, agents, advisers and representatives, at the cost and expense of the ABL Secured Parties or LC Secured Parties, as applicable (subject to the Grantors’ reimbursement and indemnity obligations with respect thereto under the Loan Documents), to enter upon and use the Term Loan Priority Collateral (including, without limitation, equipment, processors, computers and other machinery related to the storage or processing of records, documents or files and intellectual property), for a period commencing on (I1) the date of the initial ABL Priority Collateral Enforcement Action or the date of delivery of the Term Loan Priority Collateral Enforcement Action Notice, as the case may be, and (II2) ending on the date occurring 180 days thereafter (such period, as the same may be extended with the written consent of the New Money First Priority Representative with respect to the Term Loan Agent Priority Collateral as contemplated by the final sentence of this Section 7.3(a)(i), the “ABL Priority Collateral Processing and Sale Period”), for purposes of:
Appears in 1 contract
Access to Property to Process and Sell Inventory. (i) In addition to the rights granted to the ABL Agent under clause (a) (i) If of this Section 3.04, if the ABL Agent commences any action or proceeding with respect to any of its rights or remedies (including, but not limited to, including any action of foreclosure), enforcement, collection or execution with respect to the ABL Priority Collateral (“ABL Priority Collateral Enforcement Actions”) or if the New Money Term Loan Agent commences any action or proceeding with respect to any of its rights or remedies (including, but not limited to, any action of foreclosure), enforcement, collection or execution with respect to the Term Loan Priority Collateral and the Term Loan Agent (or a purchaser at a foreclosure sale conducted in foreclosure of a First Priority Lien on any the Term Loan Priority Collateral Agent’s Liens) takes actual or constructive possession of the Term Loan Priority Collateral of any Grantor) Grantor (“Term Loan Priority Collateral Enforcement Actions”), then (1) if the New Money Term Loan Agent, as First Priority Representative with respect to the Term Loan Priority Collateral, and the First Priority Secured Parties with respect to the Term Loan Priority Collateral (subject to, in the case of any Term Loan ABL Agent has commenced an ABL Priority Collateral Enforcement Action, a prior written request by the ABL Agent to shall furnish the New Money Term Loan Agent with prompt written notice of the commencement of such action (the “Term Loan ABL Priority Collateral Enforcement Action Notice”)) and (2) in all cases, the Term Loan Agent shall (x) cooperate with the ABL Agent (and with its officers, employees, representatives and agents) at the cost and expense of the ABL Secured Parties (subject to the Grantors’ reimbursement and indemnity obligations with respect thereto under the Loan Documents) in its efforts to conduct ABL Priority Collateral Enforcement Actions in the ABL Priority Collateral and to finish any work-in-process and process, ship, produce, store, complete, supply, lease, sell or otherwise handle, deal with, assemble or dispose of, in any lawful manner, the ABL Priority Collateral, (y) not hinder or restrict in any respect the ABL Agent from conducting ABL Priority Collateral Enforcement Actions in the ABL Priority Collateral or from finishing any work-in-process or processing, shipping, producing, storing, completing, supplying, leasing, selling or otherwise handling, dealing with, assembling or disposing of, in any lawful manner, the ABL Priority Collateral, Collateral and (z) permit the ABL Agent, its employees, agents, advisers and representatives, at the cost and expense of the ABL Secured Parties (subject to the Grantors’ reimbursement and indemnity obligations with respect thereto under the Loan Documents)Parties, to enter upon and use the Term Loan Priority Collateral (includingit being understood and agreed that in connection therewith (and with respect to trademarks, without limitationsubject to reasonable quality control in favor of the applicable Grantor) the Term Agent shall, equipment, processors, computers and other machinery related to the storage extent it has the right to do so, irrevocably grant to the ABL Agent a non-exclusive license or processing of recordsother right to use, documents or files for such time and without charge, any intellectual propertyproperty pertaining to the ABL Priority Collateral), for a period commencing on (I) the earlier of the date of the initial ABL Priority Collateral Enforcement Action or the date of delivery of the Term Loan ABL Priority Collateral Enforcement Action Notice, as the case may be, and (II) ending on the earlier of the date occurring 180 days thereafter and the date on which all ABL Priority Collateral (other than ABL Priority Collateral abandoned by the ABL Agent in writing) has been sold or disposed of (such period, as the same may be extended with the written consent of the New Money Term Loan Agent as contemplated by the final sentence of this Section 7.3(a)(i)Agent, the “ABL Priority Collateral Processing and Sale Period”), provided, however, that nothing contained in this Agreement shall restrict the rights of the Term Loan Agent from selling, assigning or otherwise transferring any Term Priority Collateral prior to the expiration of such ABL Priority Collateral Processing and Sale Period if the purchaser, assignee or transferee thereof agrees in writing (for purposes of:the benefit of the ABL Agent and the ABL Secured Parties) to be bound by the provisions of this Section 3.04. If any stay or other order prohibiting the exercise of remedies with respect to the ABL Priority Collateral has been entered by a court of competent jurisdiction, such ABL Priority Collateral Processing and Sale Period shall be tolled during the pendency of any such stay or other order.
(ii) During the period of actual occupation, use and/or control by the ABL Secured Parties and/or the ABL Agent (or their respective employees, agents, advisers and representatives) of any Term Priority Collateral, the ABL Secured Parties and the ABL Agent shall be obligated to repair at their expense any physical damage to such Term Priority Collateral resulting from such occupancy, use or control, and to leave such Term Priority Collateral in substantially the same condition as it was at the commencement of such occupancy, use or control, ordinary wear and tear excepted. Notwithstanding the foregoing, in no event shall the ABL Secured Parties or the ABL Agent have any liability to the Term Secured Parties pursuant to this Section 3.04(b) as a result of any condition (including any environmental condition, claim or liability) on or with respect to the Term Priority Collateral existing prior to the date of the exercise by the ABL Secured Parties (or the ABL Agent, as the case may be) of their rights under this Section 3.04(b) and the ABL Secured Parties shall have no duty or liability to maintain the Term Priority Collateral in a condition or manner better than that in which it was maintained prior to the use thereof by the ABL Secured Parties, or for any diminution in the value of the Term Priority Collateral that results from ordinary wear and tear resulting from the use of the Term Priority Collateral by the ABL Secured Parties in the manner and for the time periods specified under this Section 3.04(b). Without limiting the rights granted in this Section 3.04(b), the ABL Secured Parties and the ABL Agent shall cooperate with the Term Loan Secured Parties in connection with any efforts made by the Term Loan Secured Parties to sell the Term Priority Collateral.
Appears in 1 contract
Samples: First Lien Intercreditor Agreement (Roundy's, Inc.)
Access to Property to Process and Sell Inventory. (a) (i) If the ABL Credit Agreement Collateral Agent commences any action or proceeding with respect to any of its rights or remedies (including, but not limited to, including any action of foreclosureforeclosure but excluding any exercise of rights solely in connection with the occurrence and continuation of a Dominion Period, as such term is defined in the ABL Credit Agreement (as in effect on the date hereof)), enforcement, collection or execution with respect to the ABL Priority Collateral (“ABL Priority Collateral Enforcement Actions”) or if the New Money any Term Loan Collateral Agent commences any action or proceeding with respect to any of its rights or remedies (including, but not limited to, including any action of foreclosure), enforcement, collection or execution with respect to the Term Loan Priority Collateral, and such Term Loan Collateral Agent (or a purchaser at a foreclosure sale conducted in foreclosure of a First Priority Lien on any Liens of any Term Loan Priority Collateral Agent) takes actual or constructive possession of the Term Loan Priority Collateral of any Grantor) Obligor (“Term Loan Priority Collateral Enforcement Actions”), then the New Money applicable Term Loan Agent, as First Priority Representative with respect to the Term Loan Priority Collateral, and the First Priority Secured Parties with respect to the Term Loan Priority Collateral Claimholders shall (subject to, in the case of any Term Loan Priority Collateral Enforcement Action, a prior written request by the ABL Credit Agreement Collateral Agent to the New Money applicable Term Loan Collateral Agent (the “Term Loan Priority Collateral Enforcement Action Notice”)) shall (x) cooperate with the ABL Credit Agreement Collateral Agent (and with its officers, employees, representatives and agents) at the cost and expense of the ABL Secured Parties (subject to the Grantors’ reimbursement and indemnity obligations with respect thereto under the Loan Documents) in its efforts to conduct ABL Priority Collateral Enforcement Actions in the ABL Priority Collateral and to finish any work-in-process and process, ship, produce, store, complete, supply, lease, sell or otherwise handle, deal with, assemble or dispose of, in any lawful manner, the ABL Priority Collateral, (y) not hinder or restrict in any respect the ABL Credit Agreement Collateral Agent from conducting ABL Priority Collateral Enforcement Actions in the ABL Priority Collateral or from finishing any work-in-process or processing, shipping, producing, storing, completing, supplying, leasing, selling or otherwise handling, dealing with, assembling or disposing of, in any lawful manner, the ABL Priority Collateral, and (z) permit the ABL Credit Agreement Collateral Agent, its employees, agents, advisers and representatives, at the cost and expense of the ABL Secured Parties (subject to the Grantors’ reimbursement and indemnity obligations with respect thereto under the Loan Documents)Claimholders, to enter upon any real property of the Obligors and to use the Term Loan Priority Collateral (including, without limitation, including equipment, processors, computers and other machinery related to the storage or processing of records, documents or files and intellectual property), for a period commencing on (I) the date of the initial ABL Priority Collateral Enforcement Action or the date of delivery of the Term Loan Priority Collateral Enforcement Action Notice, as the case may be, and (II) ending on the earlier of the date occurring 180 days thereafter and the date on which all ABL Priority Collateral (other than ABL Priority Collateral abandoned by the ABL Credit Agreement Collateral Agent in writing) has been removed from such real property or the Term Loan Priority Collateral (such period, as the same may be extended with the written consent of the New Money Term Loan Agent as contemplated by the final sentence of this Section 7.3(a)(i), the “ABL Priority Collateral Processing and Sale Period”), for purposes of:
Appears in 1 contract
Samples: First Lien Credit Agreement (Option Care Health, Inc.)
Access to Property to Process and Sell Inventory. (a) (i) If the ABL Agent commences any action or proceeding with respect to any of its rights or remedies (including, but not limited to, any action of foreclosure), enforcement, collection or execution with respect to the ABL Priority Collateral (“ABL Priority Collateral Enforcement Actions”) or if either of the New Money Term Loan First-Lien Security Agent or the Second-Lien Security Agent commences any action or proceeding with respect to any of its rights or remedies (including, but not limited to, including any action of foreclosure), enforcement, collection or execution with respect to the Term Loan Priority Collateral and the First-Lien Security Agent or the Second-Lien Term Security Agent, as the case may be (or a purchaser at a foreclosure sale conducted in foreclosure of a First Priority any First-Lien on any Term Loan Priority Collateral Security Agent’s Liens or the Second-Lien Security Agent’s Liens) takes actual or constructive possession of the Term Loan Priority Collateral of any Grantor) Grantor (“Term Loan Priority Collateral Enforcement Actions”), then the New Money Term Loan First-Lien Secured Parties and the First-Lien Security Agent, or the Second-Lien Secured Parties and the Second-Lien Security Agent, as First Priority Representative with respect to the Term Loan Priority Collateralcase may be, and the First Priority Secured Parties with respect to the Term Loan Priority Collateral shall (subject to, in the case of any Term Loan Priority Collateral Enforcement Action, a prior written request by the ABL Agent to the New Money Term Loan First-Lien Security Agent or the Second-Lien Security Agent, as the case may be, (the “Term Loan Priority Collateral Enforcement Action Notice”)) shall (x) cooperate with the ABL Agent (and with its officers, employees, representatives and agents) at the cost and expense of the ABL Secured Parties (subject to the Grantors’ reimbursement and indemnity obligations with respect thereto under the Loan Documents) in its efforts to conduct ABL Priority Collateral Enforcement Actions in the ABL Priority Collateral and to finish any work-in-process and process, ship, produce, store, complete, supply, lease, sell or otherwise handle, deal with, assemble or dispose of, in any lawful manner, the ABL Priority Collateral, (y) not hinder or restrict in any respect the ABL Agent from conducting ABL Priority Collateral Enforcement Actions in the ABL Priority Collateral or from finishing any work-in-process or processing, shipping, producing, storing, completing, supplying, leasing, selling or otherwise handling, dealing with, assembling or disposing of, in any lawful manner, the ABL Priority Collateral, and (z) permit the ABL Agent, its employees, agents, advisers and representatives, at the cost and expense of the ABL Secured Parties (subject to but with the Grantors’ reimbursement and indemnity obligations obligation with respect thereto under the Loan Documentsthereto), to enter upon and use the Term Loan Priority Collateral (including, without limitation, equipment, processors, computers and other machinery related to the storage or processing of records, documents or files and intellectual property), for a period commencing on (I) the date of the initial ABL Priority Collateral Enforcement Action or the date of delivery of the Term Loan Priority Collateral Enforcement Action Notice, as the case may be, and (II) ending on the earlier of the date occurring 180 120 days thereafter and the date on which all ABL Priority Collateral (other than ABL Priority Collateral abandoned by the ABL Agent in writing) has been removed from the Term Loan Priority Collateral (such period, as the same may be extended with the written consent of the New Money Term Loan Agent as contemplated by the final sentence of this Section 7.3(a)(i), the “ABL Priority Collateral Processing and Sale Period”), for purposes of:
Appears in 1 contract
Samples: Term Loan Credit Agreement (AdvancePierre Foods Holdings, Inc.)
Access to Property to Process and Sell Inventory. (a) (i) If the ABL Collateral Agent commences any action or proceeding with respect to any of its rights or remedies (including, but not limited to, any action of foreclosure), enforcement, collection or execution with respect to the ABL Priority Collateral (“ABL Priority Collateral Enforcement Actions”) or if the New Money Term Loan Collateral Agent commences any action or proceeding with respect to any of its rights or remedies (including, but not limited to, including any action of foreclosure), enforcement, collection or execution with respect to the Term Loan TL Priority Collateral and the Term Col- lateral Agent (or a purchaser at a foreclosure sale conducted in foreclosure of a First Priority Lien on any Term Loan Priority Collateral Agent’s Liens) takes actual or constructive possession of the Term Loan TL Priority Collateral of any Grantor) Grantor (“Term Loan TL Priority Collateral Enforcement Actions”), then the New Money Term Loan Agent, as First Priority Representative with respect to Secured Parties and the Term Loan Priority Collateral, and the First Priority Secured Parties with respect to the Term Loan Priority Collateral Agent shall (subject to, in the case of any Term Loan TL Priority Collateral Enforcement Action, a prior written request by the ABL Collateral Agent to the New Money Term Loan Collateral Agent (the “Term Loan TL Priority Collateral Enforcement Action Notice”)) shall (x) cooperate with the ABL Collateral Agent (and with its officers, employees, representatives and agents) at the cost and expense of the ABL Secured Parties (subject to the Grantors’ reimbursement and indemnity obligations with respect thereto under the Loan Documents) in its efforts to conduct ABL Priority Collateral Enforcement Actions in the ABL Priority Collateral and to finish any work-in-process and process, ship, produce, store, complete, supply, lease, sell or otherwise handle, deal with, assemble or dispose of, in any lawful manner, the ABL Priority Collateral, (y) not hinder or restrict in any respect the ABL Collateral Agent from conducting ABL Priority Collateral Enforcement Actions in the ABL Priority Collateral or from finishing any work-in-process or processing, shipping, producing, storing, completing, supplying, leasing, selling or otherwise handling, dealing with, assembling or disposing of, in any lawful manner, the ABL Priority Collateral, and (z) permit the ABL Collateral Agent, its employees, agents, advisers and representatives, at the cost and expense of the ABL Secured Parties (subject to but with the Grantors’ reimbursement and indemnity obligations obligation with respect thereto under the Loan Documentsthereto, which shall not be limited), to enter upon and use the Term Loan TL Priority Collateral (including, without limitation, equipment, processors, computers and other machinery related to the storage or processing of records, documents or files and intellectual property), for a period commencing on (I) the date of the initial ABL Priority Collateral Enforcement Action or the date of delivery of the Term Loan TL Priority Collateral Enforcement Action Notice, as the case may be, and (II) ending on the earlier of the date occurring 180 days thereafter and the date on which all ABL Priority Collateral (other than ABL Priority Collateral abandoned by the ABL Collateral Agent in writing) has been removed from the TL Priority Collateral (such period, as the same may be extended with the written consent of the New Money Term Loan Agent as contemplated by the final sentence of this Section 7.3(a)(i), the “ABL Priority Collateral Processing and Sale Period”), for purposes of:
(A) assembling and storing the ABL Priority Collateral and completing the processing of and turning into finished goods any ABL Priority Collateral consisting of work-in-process;
(B) selling any or all of the ABL Priority Collateral located in or on such TL Priority Collateral, whether in bulk, in lots or to customers in the ordinary course of business or otherwise;
(C) removing and transporting any or all of the ABL Priority Collateral located in or on such TL Priority Collateral;
(D) otherwise processing, shipping, producing, storing, completing, supplying, leasing, selling or otherwise handling, dealing with, assembling or disposing of, in any lawful manner, the ABL Priority Collateral; and/or
(E) taking reasonable actions to protect, secure, and otherwise enforce the rights or remedies of the ABL Secured Parties and/or the ABL Collateral Agent (including with respect to any ABL Priority Collateral Enforcement Actions) in and to the ABL Priority Collateral;
1. If any stay or other order prohibiting the exercise of remedies with respect to the ABL Priority Collateral has been entered by a court of competent jurisdiction, such ABL Priority Collateral Processing and Sale Period shall be tolled during the pendency of any such stay or other order.
Appears in 1 contract
Samples: Credit Agreement (Dole Food Co Inc)
Access to Property to Process and Sell Inventory. (a) (i) If the ABL Credit Agreement Collateral Agent commences any action or proceeding with respect to any of its rights or remedies (including, but not limited to, including any action of foreclosureforeclosure but excluding any exercise of rights solely in connection with the occurrence and continuation of a Dominion Period, as such term is defined in the ABL Credit Agreement (as in effect on the date hereof)), enforcement, collection or execution with respect to the ABL Priority Collateral (“ABL Priority Collateral Enforcement Actions”) or if the New Money any Term Loan Collateral Agent commences any action or proceeding with respect to any of its rights or remedies (including, but not limited to, including any action of foreclosure), enforcement, collection or execution with respect to the Term Loan Priority Collateral, and such Term Loan Collateral Agent (or a purchaser at a foreclosure sale conducted in foreclosure of a First Priority Lien on any Liens of any Term Loan Priority Collateral Agent) takes actual or constructive possession of the Term Loan Priority Collateral of any Grantor) Obligor (“Term Loan Priority Collateral Enforcement Actions”), then the New Money applicable Term Loan Agent, as First Priority Representative with respect to the Term Loan Priority Collateral, and the First Priority Secured Parties with respect to the Term Loan Priority Collateral Claimholders shall (subject to, in the case of any Term Loan Priority Collateral Enforcement Action, a prior written request by the ABL Credit Agreement Collateral Agent to the New Money applicable Term Loan Collateral Agent (the “Term Loan Priority Collateral Enforcement Action Notice”)) shall (x) cooperate with the ABL Credit Agreement Collateral Agent (and with its officers, employees, representatives and agents) at the cost and expense of the ABL Secured Parties (subject to the Grantors’ reimbursement and indemnity obligations with respect thereto under the Loan Documents) in its efforts to conduct ABL Priority Collateral Enforcement Actions in the ABL Priority Collateral and to finish any work-in-in- process and process, ship, produce, store, complete, supply, lease, sell or otherwise handle, deal with, assemble or dispose of, in any lawful manner, the ABL Priority Collateral, (y) not hinder or restrict in any respect the ABL Credit Agreement Collateral Agent from conducting ABL Priority Collateral Enforcement Actions in the ABL Priority Collateral or from finishing any work-in-process or processing, shipping, producing, storing, completing, supplying, leasing, selling or otherwise handling, dealing with, assembling or disposing of, in any lawful manner, the ABL Priority Collateral, and (z) permit the ABL Credit Agreement Collateral Agent, its employees, agents, advisers and representatives, at the cost and expense of the ABL Secured Parties (subject to the Grantors’ reimbursement and indemnity obligations with respect thereto under the Loan Documents)Claimholders, to enter upon any real property of the Obligors and to use the Term Loan Priority Collateral (including, without limitation, including equipment, processors, computers and other machinery related to the storage or processing of records, documents or files and intellectual property), for a period commencing on (I) the date of the initial ABL Priority Collateral Enforcement Action or the date of delivery of the Term Loan Priority Collateral Enforcement Action Notice, as the case may be, and (II) ending on the earlier of the date occurring 180 days thereafter and the date on which all ABL Priority Collateral (other than ABL Priority Collateral abandoned by the ABL Credit Agreement Collateral Agent in writing) has been removed from such real property or the Term Loan Priority Collateral (such period, as the same may be extended with the written consent of the New Money Term Loan Agent as contemplated by the final sentence of this Section 7.3(a)(i), the “ABL Priority Collateral Processing and Sale Period”), for purposes of:
(A) assembling and storing the ABL Priority Collateral and completing the processing of and turning into finished goods any ABL Priority Collateral consisting of work-in- process;
(B) selling any or all of the ABL Priority Collateral located in or on such real property or Term Loan Priority Collateral, whether in bulk, in lots or to customers in the ordinary course of business or otherwise;
(C) removing and transporting any or all of the ABL Priority Collateral located in or on such real property or Term Loan Priority Collateral;
(D) otherwise processing, shipping, producing, storing, completing, supplying, leasing, selling or otherwise handling, dealing with, assembling or disposing of, in any lawful manner, the ABL Priority Collateral; and/or
(E) taking reasonable actions to protect, secure, and otherwise enforce the rights or remedies of the ABL Claimholders and/or the ABL Credit Agreement Collateral Agent (including with respect to any ABL Priority Collateral Enforcement Actions) in and to the ABL Priority Collateral; provided, however, that nothing contained in this Agreement shall restrict the rights of any Term Loan Collateral Agent from selling, assigning or otherwise transferring any Term Loan Priority Collateral prior to the expiration of such ABL Priority Collateral Processing and Sale Period if the purchaser, assignee or transferee thereof agrees in writing (for the benefit of the ABL Credit Agreement Collateral Agent and the ABL Claimholders) to be bound by the provisions of this Section 5.10. If any stay or other order prohibiting the exercise of remedies with respect to the ABL Priority Collateral has been entered by a court of competent jurisdiction, such ABL Priority Collateral Processing and Sale Period shall be tolled during the pendency of any such stay or other order.
Appears in 1 contract
Samples: Indenture (Option Care Health, Inc.)
Access to Property to Process and Sell Inventory. (a) (i) If the ABL Collateral Agent commences any action or proceeding with respect to any of its rights or remedies (including, but not limited to, any action of foreclosure), enforcement, collection or execution with respect to the ABL Priority Collateral (“ABL Priority Collateral Enforcement Actions”) or if the New Money Term Loan Collateral Agent commences any action or proceeding with respect to any of its rights or remedies (including, but not limited to, including any action of foreclosure), enforcement, collection or execution with respect to the Term Loan TL Priority Collateral and the Term Collateral Agent (or a purchaser at a foreclosure sale conducted in foreclosure of a First Priority Lien on any Term Loan Priority Collateral Agent’s Liens) takes actual or constructive possession of the Term Loan TL Priority Collateral of any Grantor) Grantor (“Term Loan TL Priority Collateral Enforcement Actions”), then the New Money Term Loan Agent, as First Priority Representative with respect to Secured Parties and the Term Loan Priority Collateral, and the First Priority Secured Parties with respect to the Term Loan Priority Collateral Agent shall (subject to, in the case of any Term Loan TL Priority Collateral Enforcement Action, a prior written request by the ABL Collateral Agent to the New Money Term Loan Collateral Agent (the “Term Loan TL Priority Collateral Enforcement Action Notice”)) shall (x) cooperate with the ABL Collateral Agent (and with its officers, employees, representatives and agents) at the cost and expense of the ABL Secured Parties (subject to the Grantors’ reimbursement and indemnity obligations with respect thereto under the Loan Documents) in its efforts to conduct ABL Priority Collateral Enforcement Actions in the ABL Priority Collateral and to finish any work-in-process and process, ship, produce, store, complete, supply, lease, sell or otherwise handle, deal with, assemble or dispose of, in any lawful manner, the ABL Priority Collateral, (y) not hinder or restrict in any respect the ABL Collateral Agent from conducting ABL Priority Collateral Enforcement Actions in the ABL Priority Collateral or from finishing any work-in-process or processing, shipping, producing, storing, completing, supplying, leasing, selling or otherwise handling, dealing with, assembling or disposing of, in any lawful manner, the ABL Priority Collateral, and (z) permit the ABL Collateral Agent, its employees, agents, advisers and representatives, at the cost and expense of the ABL Secured Parties (subject to but with the Grantors’ reimbursement and indemnity obligations obligation with respect thereto under the Loan Documentsthereto, which shall not be limited), to enter upon and use the Term Loan TL Priority Collateral (including, without limitation, equipment, processors, computers and other machinery related to the storage or processing of records, documents or files and intellectual property), for a period commencing on (I) the date of the initial ABL Priority Collateral Enforcement Action or the date of delivery of the Term Loan TL Priority Collateral Enforcement Action Notice, as the case may be, and (II) ending on the earlier of the date occurring 180 days thereafter and the date on which all ABL Priority Collateral (other than ABL Priority Collateral abandoned by the ABL Collateral Agent in writing) has been removed from the TL Priority Collateral (such period, as the same may be extended with the written consent of the New Money Term Loan Agent as contemplated by the final sentence of this Section 7.3(a)(i), the “ABL Priority Collateral Processing and Sale Period”), for purposes of:
(A) assembling and storing the ABL Priority Collateral and completing the processing of and turning into finished goods any ABL Priority Collateral consisting of work-in-process;
(B) selling any or all of the ABL Priority Collateral located in or on such TL Priority Collateral, whether in bulk, in lots or to customers in the ordinary course of business or otherwise;
(C) removing and transporting any or all of the ABL Priority Collateral located in or on such TL Priority Collateral;
(D) otherwise processing, shipping, producing, storing, completing, supplying, leasing, selling or otherwise handling, dealing with, assembling or disposing of, in any lawful manner, the ABL Priority Collateral; and/or
(E) taking reasonable actions to protect, secure, and otherwise enforce the rights or remedies of the ABL Secured Parties and/or the ABL Collateral Agent (including with respect to any ABL Priority Collateral Enforcement Actions) in and to the ABL Priority Collateral;
1. If any stay or other order prohibiting the exercise of remedies with respect to the ABL Priority Collateral has been entered by a court of competent jurisdiction, such ABL Priority Collateral Processing and Sale Period shall be tolled during the pendency of any such stay or other order.
Appears in 1 contract
Samples: Credit Agreement (Dole Food Co Inc)
Access to Property to Process and Sell Inventory. (a) (i) If the ABL Agent commences any action or proceeding with respect to any of its rights or remedies (including, but not limited to, any action of foreclosure), enforcement, collection or execution with respect to the ABL Priority Collateral (“ABL Priority Collateral Enforcement Actions”) or if the New Money Term Loan Agent commences any action or proceeding with respect to any of its rights or remedies (including, but not limited to, any action of foreclosure), enforcement, collection or execution with respect to the Term Loan Priority Exclusive Collateral (or a purchaser at a foreclosure sale conducted in foreclosure of a First Priority Lien on any Term Loan Priority Exclusive Collateral takes actual or constructive possession of the Term Loan Priority Exclusive Collateral of any Grantor) (“Term Loan Priority Collateral Enforcement Actions”), then the New Money Term Loan Agent, as First Priority Representative with respect to and the Term Loan Priority Collateral, and the First Priority Secured Parties with respect to the Term Loan Priority Collateral (subject to, in the case of any Term Loan Priority Collateral Enforcement Action, a prior written request by the ABL Agent to the New Money Term Loan Agent (the “Term Loan Priority Collateral Enforcement Action Notice”)) shall (x) cooperate with the ABL Agent (and with its officers, employees, representatives and agents) at the cost and expense of the ABL Secured Parties (subject to the Grantors’ reimbursement and indemnity obligations with respect thereto under the Loan Documents) in its efforts to conduct ABL Priority Collateral Enforcement Actions in the ABL Priority Collateral and to finish any work-in-process and process, ship, produce, store, complete, supply, lease, sell or otherwise handle, deal with, assemble or dispose of, in any lawful manner, the ABL Priority Collateral, (y) not hinder or restrict in any respect the ABL Agent from conducting ABL Priority Collateral Enforcement Actions in the ABL Priority Collateral or from finishing any work-in-process or processing, shipping, producing, storing, completing, supplying, leasing, selling or otherwise handling, dealing with, assembling or disposing of, in any lawful manner, the ABL Priority Collateral, and (z) to the extent within the power or control of the Term Loan Agent to do so, permit the ABL Agent, its employees, agents, advisers and representatives, at the cost and expense of the ABL Secured Parties (subject to the Grantors’ reimbursement and indemnity obligations with respect thereto under the Loan Documents), to enter upon and use the Term Loan Priority Exclusive Collateral (including, without limitation, equipment, processors, computers and other machinery related to the storage or processing of records, documents or files and intellectual property), for a period commencing on (I) commencing on the earlier of the date of the initial ABL Priority Collateral Enforcement Action or the date of delivery of the Term Loan Priority Collateral Enforcement Action Notice, as the case may be, and (II) ending on the earlier of (A) the date occurring 180 days thereafter thereafter, (B) the date on which all of the ABL Priority Collateral (other than an immaterial amount thereof (as reasonably determined by the ABL Agent)) located on such premises is sold, assigned, collected or transferred by the ABL Agent and (C) the First Priority Obligations Payment Date (such period, as the same may be extended with the written consent of the New Money Term Loan Agent as contemplated by the final sentence of this Section 7.3(a)(i7.3(a), the “ABL Priority Collateral Processing and Sale Period”), for purposes of:: assembling and storing the ABL Priority Collateral and completing the processing of and turning into finished goods any ABL Priority Collateral consisting of work-in-process;
(A) selling any or all of the ABL Priority Collateral located in or on such Term Loan Exclusive Collateral, whether in bulk, in lots or to customers in the ordinary course of business or otherwise;
(B) removing and transporting any or all of the ABL Priority Collateral located in or on such Term Loan Exclusive Collateral;
(C) otherwise processing, shipping, producing, storing, completing, supplying, leasing, selling or otherwise handling, dealing with, assembling or disposing of, in any lawful manner, the ABL Priority Collateral; and/or
(D) taking reasonable actions to protect, secure, and otherwise enforce the rights or remedies of the ABL Secured Parties and/or the ABL Agent (including with respect to any ABL Priority Collateral Enforcement Actions) in and to the ABL Priority Collateral;
7.1. If any stay or other order prohibiting the exercise of remedies with respect to the ABL Priority Collateral has been entered by a court of competent jurisdiction, such ABL Priority Collateral Processing and Sale Period shall be tolled during the pendency of any such stay or other order. The Term Loan Agent, upon request by the ABL Agent, may in its sole discretion extend the ABL Priority Collateral Processing and Sale Period for an additional period of time.
Appears in 1 contract
Samples: Intercreditor and Collateral Cooperation Agreement (J C Penney Co Inc)
Access to Property to Process and Sell Inventory. (a) (i) If the ABL Revolving Facility Security Agent commences any action or proceeding with respect to any of its rights or remedies (including, but not limited to, any action of foreclosureforeclosure but excluding any exercise of rights solely in connection with a Cash Dominion Event, as such term is defined in the Revolving Facility Credit Agreement, as originally in effect), enforcement, collection or execution with respect to the ABL Priority Revolving Facility First Lien Collateral (“ABL Priority Revolving Facility First Lien Collateral Enforcement Actions”) or if the New Money Term Loan Security Agent commences any action or proceeding with respect to any of its rights or remedies (including, but not limited to, including any action of foreclosure), enforcement, collection or execution with respect to the Term Loan Priority First Lien Collateral and the Term Loan Security Agent (or a purchaser at a foreclosure sale conducted in foreclosure of a First Priority Lien on any Term Loan Priority Collateral Security Agent’s Liens) takes actual or constructive possession of the Term Loan Priority First Lien Collateral of any Grantor) Grantor (“Term Loan Priority First Lien Collateral Enforcement Actions”), then the New Money Term Loan Agent, as First Priority Representative with respect to Secured Parties and the Term Loan Priority Collateral, and the First Priority Secured Parties with respect to the Term Loan Priority Collateral Security Agent shall (subject to, in the case of any Term Loan Priority First Lien Collateral Enforcement Action, a prior written request by the ABL Revolving Facility Security Agent to the New Money Term Loan Security Agent (the “Term Loan Priority First Lien Collateral Enforcement Action Notice”)) shall (x) cooperate with the ABL Revolving Facility Security Agent (and with its officers, employees, representatives and agents) at the cost and expense of the ABL Secured Parties (subject to the Grantors’ reimbursement and indemnity obligations with respect thereto under the Loan Documents) in its efforts to conduct ABL Priority Revolving Facility First Lien Collateral Enforcement Actions in the ABL Priority Revolving Facility First Lien Collateral and to finish any work-in-process and process, ship, produce, store, complete, supply, lease, sell or otherwise handle, deal with, assemble or dispose of, in any lawful manner, the ABL Priority Revolving Facility First Lien Collateral, (y) not hinder or restrict in any respect the ABL Revolving Facility Security Agent from conducting ABL Priority Revolving Facility First Lien Collateral Enforcement Actions in the ABL Priority Revolving Facility First Lien Collateral or from finishing any work-in-process or processing, shipping, producing, storing, completing, supplying, leasing, selling or otherwise handling, dealing with, assembling or disposing of, in any lawful manner, the ABL Priority Revolving Facility First Lien Collateral, and (z) permit the ABL Revolving Facility Security Agent, its employees, agents, advisers and representatives, at the cost and expense of the ABL Revolving Facility Secured Parties (subject to but with the Grantors’ reimbursement and indemnity obligations obligation with respect thereto under the Loan Documentsthereto), to enter upon and use the Term Loan Priority First Lien Collateral (including, without limitation, equipment, processors, computers and other machinery related to the storage or processing of records, documents or files and intellectual property), for a period commencing on (I) the date of the initial ABL Priority Revolving Facility First Lien Collateral Enforcement Action or the date of delivery of the Term Loan Priority First Lien Collateral Enforcement Action Notice, as the case may be, and (II) ending on the earlier of the date occurring 180 days thereafter and the date on which all Revolving Facility First Lien Collateral (other than Revolving Facility First Lien Collateral abandoned by the Revolving Facility Security Agent in writing) has been removed from the Term Loan First Lien Collateral (such period, as the same may be extended with the written consent of the New Money Term Loan Agent as contemplated by the final sentence of this Section 7.3(a)(i), the “ABL Priority Revolving Facility First Lien Collateral Processing and Sale Period”), for purposes of:
Appears in 1 contract
Access to Property to Process and Sell Inventory. (a) (i) If In the event of any Enforcement Action taken by the ABL Agent commences any action or proceeding with in respect to any of its rights or remedies (including, but not limited to, any action of foreclosure), enforcement, collection or execution with respect to the ABL Priority Collateral (“ABL Priority Collateral Enforcement Actions”) or if the New Money First Priority Representative with respect to the Term Loan Agent Priority Collateral commences any action or proceeding with respect to any of its their respective rights or remedies (including, but not limited to, any action of foreclosure), enforcement, collection or execution with respect to the Term Loan Priority Collateral (or a purchaser at a foreclosure sale conducted in foreclosure of a First Priority Lien or Second Priority Lien, as the case may be, on any Term Loan Priority Collateral takes actual or constructive possession of the Term Loan Priority Collateral of any Grantor) (“Term Loan Priority Collateral Enforcement Actions”), then the New Money Term Loan Agent, as First Priority Representative with respect to the Term Loan Priority Collateral, the First Priority Secured Parties with respect to the Term Loan Priority Collateral, the Second Priority Representative with respect to the Term Loan Priority Collateral and the First Second Priority Secured Parties with respect to the Term Loan Priority Collateral (subject to, in the case of any Term Loan Priority Collateral Enforcement Action, a prior written request by the ABL Agent to the New Money First Priority Representative with respect to the Term Loan Agent Priority Collateral (the “Term Loan Priority Collateral Enforcement Action Notice”)) shall (x) cooperate with the ABL Agent (and with its officers, employees, representatives and agents) at the cost and expense of the ABL Secured Parties (subject to the Grantors’ reimbursement and indemnity obligations with respect thereto under the Loan Documents) in its efforts to conduct ABL Priority Collateral Enforcement Actions in the ABL Priority Collateral and to finish any work-in-process and process, ship, produce, store, complete, supply, lease, sell or otherwise handle, deal with, assemble or dispose of, in any lawful manner, the ABL Priority Collateral, (y) not hinder or restrict in any respect the ABL Agent from conducting ABL Priority Collateral Enforcement Actions in the ABL Priority Collateral or from finishing any work-in-process or processing, shipping, producing, storing, completing, supplying, leasing, selling or otherwise handling, dealing with, assembling or disposing of, in any lawful manner, the ABL Priority Collateral, and (z) permit the ABL Agent, its employees, agents, advisers and representatives, at the cost and expense of the ABL Secured Parties (subject to the Grantors’ reimbursement and indemnity obligations with respect thereto under the Loan Documents), to enter upon and use the Term Loan Priority Collateral (including, without limitation, equipment, processors, computers and other machinery related to the storage or processing of records, documents or files and intellectual property), for a period commencing on (I) the date of the initial ABL Priority Collateral Enforcement Action or the date of delivery of the Term Loan Priority Collateral Enforcement Action Notice, as the case may be, and (II) ending on the date occurring 180 days thereafter (such period, as the same may be extended with the written consent of the New Money First Priority Representative with respect to the Term Loan Agent Priority Collateral as contemplated by the final sentence of this Section 7.3(a)(i), the “ABL Priority Collateral Processing and Sale Period”), for purposes of:
Appears in 1 contract
Access to Property to Process and Sell Inventory. (i) In addition to the rights granted to the ABL Agent under clauses (a) and (ib) If of this Section 5.07, (A) if the ABL Agent commences any action or proceeding with respect to exercises any of its rights or remedies (including, but not limited to, any action of foreclosure), enforcement, collection or execution with respect to the ABL Priority Collateral (“ABL Priority Collateral Enforcement Actions”) or (B) if the New Money Designated Term Loan Agent commences Representative or any action or proceeding with respect to other Term Representative exercises any of its rights or remedies (including, but not limited to, including any action of foreclosure), enforcement, collection or execution with respect to the Term Loan Priority Collateral and the Designated Term Representative or any other Term Representative (or a purchaser (a “Third Party Purchaser”) at a foreclosure sale conducted in foreclosure connection with the enforcement of a First Priority Lien on any Term Loan Priority Collateral Representatives’ Liens) takes actual or constructive possession of the Term Loan Priority Collateral of any Grantor) Grantor (“Term Loan Priority Collateral Enforcement Actions”), then (a) (x) if the New Money Term Loan Agent, as First Priority Representative with respect to the Term Loan Priority Collateral, and the First Priority Secured Parties with respect to the Term Loan Priority Collateral (subject to, in the case of any Term Loan ABL Agent has commenced an ABL Priority Collateral Enforcement Action, a prior written request by the ABL Agent to shall furnish the New Money Term Loan Representatives with prompt written notice of the commencement of such action and (y) if the Designated Term Representative or any other Term Representative has commenced a Term Priority Collateral Enforcement Action, the Designated Term Representative shall furnish the ABL Agent with prompt written notice of the commencement of such action (the “Term Loan Priority Collateral Enforcement Action Notice”)) and (b) in all cases, the Term Representatives shall (x) cooperate with the ABL Agent (and with its officers, employees, representatives and agents) at the cost and expense of the ABL Secured Parties (subject to the Grantors’ reimbursement and indemnity obligations with respect thereto under the Loan Documents) in its efforts to conduct ABL Priority Collateral Enforcement Actions in with respect to the ABL Priority Collateral and to finish any work-in-process and process, ship, produce, store, complete, supply, lease, sell or otherwise handle, deal with, assemble or dispose of, in any lawful manner, the ABL Priority Collateral, (y) not hinder or restrict in any respect the ABL Agent from conducting ABL Priority Collateral Enforcement Actions in with respect to the ABL Priority Collateral or from finishing any work-in-process or processing, shipping, producing, storing, completing, supplying, leasing, selling or otherwise handling, dealing with, assembling or disposing of, in any lawful manner, the ABL Priority Collateral, Collateral and (z) permit (and require, as a condition to the sale of any Term Priority Collateral to any Third Party Purchaser, that such Third Party Purchaser agree to permit) the ABL Agent, its employees, agents, advisers and representatives, at the cost and expense of the ABL Secured Parties (subject to the Grantors’ reimbursement and indemnity obligations with respect thereto under the Loan Documents)Parties, to enter upon and use the Term Loan Priority Collateral (including, without limitation, fee and leased real estate, equipment, processors, computers and other machinery related to the storage or processing of records, documents or files and intellectual property), for a period commencing on (I) the earlier of the date of the initial ABL Priority Collateral Enforcement Action or the date of delivery furnishing to the ABL Agent of the Term Loan Priority Collateral Enforcement Action Notice, as the case may be, be and (II) ending on the earlier of the date occurring 180 days thereafter and the date on which all ABL Priority Collateral (other than ABL Priority Collateral abandoned by the ABL Agent in writing) has been sold or disposed of (such period, as the same may be extended with the written consent of the New Money each Term Loan Agent as contemplated by the final sentence of this Section 7.3(a)(i)Representative, the “ABL Priority Collateral Processing and Sale Period”); provided, however, that nothing contained in this Agreement shall restrict the rights of the Term Representatives from selling, assigning or otherwise transferring any Term Priority Collateral prior to the expiration of such ABL Priority Collateral Processing and Sale Period if the purchaser, assignee or transferee thereof agrees in writing (for purposes of:the benefit of the ABL Agent and the ABL Secured Parties) to be bound by the provisions of this Section 5.07. If any stay or other order prohibiting the exercise of remedies with respect to the ABL Priority Collateral has been entered by a court of competent jurisdiction, such ABL Priority Collateral Processing and Sale Period shall be tolled during the pendency of any such stay or other order.
(ii) During the period of actual occupation, use and/or control by the ABL Secured Parties and/or the ABL Agent (or their respective employees, agents, advisers and representatives) of any Term Priority Collateral, the ABL Secured Parties and the ABL Agent shall be obligated to repair at their expense any physical damage to such Term Priority Collateral resulting from such occupancy, use or control, and to leave such Term Priority Collateral in substantially the same condition as it was at the commencement of such occupancy, use or control, ordinary wear and tear excepted. Notwithstanding the foregoing, in no event shall the ABL Secured Parties or the ABL Agent have any liability to the Term Secured Parties pursuant to Section 5.07(c)(i) as a result of any condition (including any environmental condition, claim or liability) on or with respect to the Term Priority Collateral existing prior to the date of the exercise by the ABL Secured Parties (or the ABL Agent, as the case may be) of their rights under Section 5.07(c)(i) and the ABL Secured Parties shall have no duty or liability to maintain the Term Priority Collateral in a condition or manner better than that in which it was maintained prior to the use thereof by the ABL Secured Parties, or for any diminution in the value of the Term Priority Collateral that results from ordinary wear and tear resulting from the use of the Term Priority Collateral by the ABL Secured Parties in the manner and for the time periods specified under Section 5.07(c)(i). Without limiting the rights granted in Section 5.07(c)(i), the ABL Secured Parties and the ABL Agent shall cooperate with the Term Secured Parties in connection with any efforts made by the Term Secured Parties to sell the Term Priority Collateral.
Appears in 1 contract
Samples: Intercreditor Agreement (GMS Inc.)
