Common use of Administration by Agents Clause in Contracts

Administration by Agents. (a) Each of the Lenders and each Issuing Lender hereby irrevocably appoints the Administrative Agent and the Collateral Agent as its agents and authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and the Collateral Agent by the terms hereof, together with such actions and powers as are reasonably incidental thereto. (b) Each of the Lenders and each Issuing Lender hereby authorizes the Administrative Agent and the Collateral Agent, as applicable, and in their sole discretion: (i) in connection with the sale or other disposition of any asset that is part of the Collateral of the Borrower or any Guarantor, as the case may be, to the extent permitted by the terms of this Agreement, to release a Lien granted to the Collateral Agent, for the benefit of the First Priority Secured Parties, on such asset; (ii) to determine that the cost to the Borrower or any Guarantor, as the case may be, is disproportionate to the benefit to be realized by the First Priority Secured Parties by perfecting a Lien in a given asset or group of assets included in the Collateral and that the Borrower or such Guarantor, as the case may be, should not be required to perfect such Lien in favor of the Collateral Agent, for the benefit of the First Priority Secured Parties; (iii) to enter into and perform its obligations under the other Loan Documents; and (iv) to enter into intercreditor and/or subordination agreements in accordance with Section 6.01(n) on terms acceptable to the Administrative Agent.

Appears in 2 contracts

Samples: First Lien Revolving Credit and Guaranty Agreement (Delta Air Lines Inc /De/), First Lien Revolving Credit and Guaranty Agreement (Delta Air Lines Inc /De/)

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Administration by Agents. (a) Each of the Lenders and each Issuing Lender hereby irrevocably appoints the Administrative Agent and the Collateral Agent as its agents and authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and the Collateral Agent by the terms hereof, together with such actions and powers as are reasonably incidental thereto. (b) Each of the Lenders and each Issuing Lender hereby authorizes the Administrative Agent and the Collateral Agent, as applicable, and in their sole discretion: (i) in connection with the sale or other disposition of any asset that is part of the Collateral of the Borrower or any Guarantor, as the case may be, to the extent permitted by the terms of this Agreement, to release a Lien granted to the Collateral Agent, for the benefit of the First Second Priority Secured Parties, on such asset; (ii) to determine that the cost to the Borrower or any Guarantor, as the case may be, is disproportionate to the benefit to be realized by the First Second Priority Secured Parties by perfecting a Lien in a given asset or group of assets included in the Collateral and that the Borrower or such Guarantor, as the case may be, should not be required to perfect such Lien in favor of the Collateral Agent, for the benefit of the First Second Priority Secured Parties; (iii) to enter into and perform its obligations under the other Loan Documents; and (iv) to enter into intercreditor and/or subordination agreements in accordance with Section 6.01(n) on terms acceptable to the Administrative Agent.

Appears in 1 contract

Samples: Second Lien Term Loan and Guaranty Agreement (Delta Air Lines Inc /De/)

Administration by Agents. (a) Each of the Lenders and each Issuing Lender hereby irrevocably appoints the Administrative Agent Agents, Collateral Agents and the Collateral Paying Agent as its agents and authorizes the Administrative Agent Agents, Collateral Agents and the Collateral Paying Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent Agents, Collateral Agents and the Collateral Paying Agent by the terms hereof, together with such actions and powers as are reasonably incidental thereto. (b) Each of the Lenders and each Issuing Lender hereby authorizes the Administrative Agent Agents and the Collateral AgentAgents, as applicable, and in their sole discretion: (i) in connection with the sale or other disposition of any asset that is part of the Collateral of the Borrower or any Guarantor, as the case may be, to the extent permitted by the terms of this Agreement, to release a Lien granted to the Collateral AgentAgents, for the benefit of the First Priority Secured Parties, on such asset; (ii) to determine that the cost to the Borrower or any Guarantor, as the case may be, is disproportionate to the benefit to be realized by the First Priority Secured Parties by perfecting a Lien in a given asset or group of assets included in the Collateral and that the Borrower or such Guarantor, as the case may be, should not be required to perfect such Lien in favor of the Collateral AgentAgents, for the benefit of the First Priority Secured Parties; (iii) to enter into and perform its obligations under the other Loan Documents; and (iv) to enter into intercreditor and/or subordination agreements in accordance with Section 6.01(n6.01(o) on terms acceptable to the Administrative AgentAgents.

Appears in 1 contract

Samples: Revolving Credit, Term Loan and Guaranty Agreement (Ual Corp /De/)

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Administration by Agents. (a) Each of the Lenders and each Issuing Lender hereby irrevocably appoints the Administrative Agent and the Collateral Agent as its agents agent and authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and the Collateral Agent by the terms hereof, together with such actions and powers as are reasonably incidental thereto. (b) Each of the Lenders and each Issuing Lender hereby authorizes the Administrative Agent and the Collateral Agent, as applicable, and in their its sole discretion: (i) in connection with the sale or other disposition of any asset that is part of the Collateral of the Borrower or any Guarantorother Grantor, as the case may be, to the extent permitted by the terms of this Agreement, to release a Lien granted to the Collateral Administrative Agent, for the benefit of the First Priority Secured Parties, on such asset; (ii) to determine that the cost to the Borrower or any Guarantorother Grantor, as the case may be, is disproportionate to the benefit to be realized by the First Priority Secured Parties by perfecting a Lien in a given asset or group of assets included in the Collateral and that the Borrower or such Guarantorother Grantor, as the case may be, should not be required to perfect such Lien in favor of the Collateral Administrative Agent, for the benefit of the First Priority Secured Parties; (iii) to enter into and perform its obligations under the other Loan Documents; andDocuments on terms acceptable to the Administrative Agent and to perform its respective obligations thereunder; (iv) to execute any documents or instruments necessary to release any Guarantor from the guarantees provided herein pursuant to Section 9.05; (v) to enter into any intercreditor and/or subordination agreements in accordance with Section 6.01(n) Sections 6.06 on terms reasonably acceptable to the Administrative Agent., and in each case to perform its obligations thereunder and to take such action and to exercise the powers, rights and remedies granted to it thereunder and with respect thereto; and

Appears in 1 contract

Samples: Term Loan Credit and Guaranty Agreement (United Airlines, Inc.)

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