Agency Provisions Relating to Collateral. (a) The Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender, at any time and from time to time, to take any action with respect to any collateral for the Loan or any Loan Document which may be necessary to preserve and maintain such collateral or to perfect and maintain perfected the liens upon such collateral granted pursuant to this Agreement and the other Loan Documents.
(b) Except as provided in this Agreement, the Agent shall have no obligation whatsoever to any Lender or to any other person or entity to assure that any collateral exists or is owned by any Borrower or is cared for, protected or insured or has been encumbered or that the liens granted herein or in any of the other Loan Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority.
(c) Should the Agent commence any proceeding or in any way seek to enforce the Agent’s or the Lenders’ rights or remedies under the Loan Documents, irrespective of whether as a result thereof the Agent shall acquire title to any collateral, each Lender, upon demand therefor from time to time, shall contribute its share (based on its Percentage) of the reasonable costs and/or expenses of any such enforcement or acquisition, including, but not limited to, fees of receivers or trustees, court costs, title company charges, filing and recording fees, appraisers’ fees and fees and expenses of attorneys to the extent not otherwise reimbursed by Borrowers. Without limiting the generality of the foregoing, each Lender shall contribute its share (based on its Percentage) of all reasonable costs and expenses incurred by the Agent (including reasonable attorneys’ fees and expenses) if the Agent employs counsel for advice or other representation (whether or not any suit has been or shall be filed) with respect to any collateral for the Loan or any part thereof, or any of the Loan Documents, or the attempt to enforce any security interest or lien on any collateral, or to enforce any rights of the Agent or the Lenders or any of Borrowers’ or any other party’s obligations under any of the Loan Documents, but not with respect to any dispute between Agent and any other Lender(s). It is understood and agreed that in the event the Agent determines it is necessary to engage counsel for Lender from and after the occurrence of a Default or Event of D...
Agency Provisions Relating to Collateral a. Agent Bank is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Loan Document which may be necessary to perfect and maintain liens of the Security Documentation upon the Collateral granted pursuant to the Loan Documents. Agent Bank may make, and shall be reimbursed by Lenders (in accordance with their Pro Rata Shares), to the extent not reimbursed by Borrowers or Guarantor, for, Protective Advance(s) during any one (1) calendar year with respect to the Collateral up to the sum of (i) amounts expended to pay real estate taxes, assessments and governmental charges or levies imposed upon such Collateral, (ii) amounts expended to pay insurance premiums for policies of insurance related to such Collateral, and (iii) One Hundred Thousand Dollars ($100,000.00). Protective Advances in excess of said sum during any calendar year for any Collateral shall require the consent of Requisite Lenders. In addition, Agent Bank is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender, to waive the imposition of the late fees provided for in Section 2.08(a) up to a maximum of two (2) times per calendar year, including any extensions.
b. Lenders hereby irrevocably authorize Agent Bank, at its option and in its discretion, to release any Security Documentation granted to or held by Agent Bank upon any Collateral (i) upon Credit Facility Termination and repayment and satisfaction of all Borrowings, and all other Obligations and the termination of this Credit Agreement, or (ii) if approved, authorized or ratified in writing by Agent Bank at the direction of all Lenders. Agent Bank shall not be required to execute any document to evidence the release of the Security Documentation granted to Agent Bank for the benefit of Lenders herein or pursuant hereto upon any Collateral if, in Agent Bank's opinion, such document would expose Agent Bank to liability or create any obligation or entail any consequence other than the release of such Security Documentation without recourse or warranty, and such release shall not in any manner discharge, affect or impair the Obligations or any Security Documentation upon (or obligations of Borrowers in respect of) any property which shall continue to constitute part of the Collateral.
c. Except as provided in this Cre...
Agency Provisions Relating to Collateral. 48 11.8 Agent's Right to Purchase Commitments.................................49 11.9 Right of Sale, Assignment, Participations.............................49 11.10 Amendment............................................................51 11.11 Resignation of Agent; Appointment of Successor.......................51 11.12 Audit and Examination Reports; Disclaimer by Lenders.................52 11.13
Agency Provisions Relating to Collateral. 7 Lender Actions Against Borrower or the Collateral...............54 13.8
Agency Provisions Relating to Collateral. (a) Each Lender authorizes and directs Agent to enter into the Loan Documents for the benefit of the Lenders. Each Lender agrees that any action taken by Agent or Required Lenders in accordance with the provisions of this Agreement or the Loan Documents, and the exercise by Agent or Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all Lenders.
(b) Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Loan Documents which may be necessary to perfect and maintain perfected Agent's Liens upon the Collateral granted pursuant to the Loan Documents.
(c) Lenders hereby irrevocably authorize Agent, at its option and in its discretion, to release any Lien granted to or held by Agent upon any Collateral (i) upon termination of the Commitments and payment and satisfaction of all Obligations which have matured and which
Agency Provisions Relating to Collateral. Each Lender authorizes and ratifies Administrative Agent's, Canadian Agent's and UK Agent's entry into this Agreement and the Security Documents for the benefit of Lenders. Each Lender agrees that any action taken by Administrative Agent, Canadian Agent and/or UK Agent with respect to the Collateral in accordance with the provisions of this Agreement or the Security Documents, and the exercise by Administrative Agent, Canadian Agent and/or UK Agent of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all Lenders. Administrative Agent, Canadian Agent and/or UK Agent, as the case may be, are hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or the Loan Documents which may be necessary to perfect and maintain perfected Administrative Agent's Liens upon the Domestic Collateral, for its and Canadian Agent's, UK Agent's, Bank's and the Lenders' benefit, and Canadian Agent's Liens upon the Canadian Collateral, for its, Canadian Lender's, Canadian Participating Lenders', UK Agent's, UK Lender's and UK Participating Lenders' benefit, and UK Agent's Liens upon the UK Collateral, for its, UK Lender's, UK Participating Lenders', Canadian Agent's, Canadian Lender's and Canadian Participating Lenders' benefit. Lenders hereby irrevocably authorize Administrative Agent, Canadian Agent and UK Agent, as the case may be, at its option and in its discretion, to release any Lien granted to or held by Administrative Agent, Canadian Agent or UK Agent upon any Collateral (a) upon termination of this Agreement and payment and satisfaction of all Obligations; or (b) constituting property being sold or disposed of if the Borrower Representative certifies to Administrative Agent, Canadian Agent and UK Agent, as the case may be, that the sale or disposition is made in compliance with Section 8.2.10 hereof (and Administrative Agent, Canadian Agent and UK Agent may rely conclusively on any such certificate, without further inquiry); or (c) constituting property in which the applicable Borrower or Subsidiary of a Borrower owned no interest at the time the Lien was granted or at any time thereafter; or (d) in connection with any foreclosure sale or other disposition of Collateral after the occurrence and during the continuation o...
Agency Provisions Relating to Collateral. 97 Section 11.12 Lender Actions Against Collateral...........................99 Section 11.13
Agency Provisions Relating to Collateral. Each Term Loan B Lender authorizes and ratifies Tranche B Agent's entry into this Agreement for the benefit of Term Loan B Lenders. Each Term Loan B Lender agrees that any action directed by Tranche B Agent with respect to the Collateral in accordance with the provisions of this Agreement and the exercise by Tranche B Agent of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all Term Loan B Lenders. Tranche B Agent shall have no obligation whatsoever to any Term Loan B Lender or to any other Person to assure that the Collateral exists or is owned by any Borrower or is cared for, protected or insured or has been encumbered or that the Liens granted to Agent herein or pursuant to the Security Documents have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity.
Agency Provisions Relating to Collateral. Right to Assign Commitments of Non-Consenting Lenders
Agency Provisions Relating to Collateral. 89 11.8 Administrative Agent's and Canadian Agent's Right to Purchase Commitments. .............................................90 11.9 Right of Sale, Assignment, Participations. ........................90 11.10 Amendment. ........................................................92 11.11 Resignation of Administrative Agent or Canadian Agent; Appointment of Successor...........................................92 SECTION 12. MISCELLANEOUS. .................................................93
