Authority of Security Agent. If in connection with any Enforcement Action:
Authority of Security Agent. Each Grantor acknowledges that the rights and responsibilities of the Security Agent under this Agreement with respect to any action taken by the Security Agent or the exercise or non-exercise by the Security Agent of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Agreement shall, as between the Security Agent and the Lenders, be governed by subsections 7.1 to 7.8 hereof and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Security Agent and the Grantors, the Security Agent shall be conclusively presumed to be acting as agent for the Lenders with full and valid authority so to act or refrain from acting, and no Grantor shall be under any obligation, or entitlement, to make any inquiry respecting such authority.
Authority of Security Agent. Borrower acknowledges that the rights and responsibilities of the Security Agent under this Security Agreement with respect to any action taken by the Security Agent or the exercise or non-exercise by the Security Agent of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Security Agreement shall, as between the Security Agent and the Lenders, be governed by the Credit Agreement and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Security Agent and Borrower, the Security Agent shall be conclusively presumed to be acting as agent for the Lenders with full and valid authority so to act or refrain from acting, and Borrower shall not be under any obligation, or entitlement, to make any inquiry respecting such authority.
Authority of Security Agent. Subject to Section 10.1(a), the Security Agent will have the authority to take any action on behalf of the Holders which is, in its opinion, acting reasonably:
(a) contemplated by this Agreement, any other Loan Document, or the Security;
(b) not inconsistent with its rights, powers, duties or obligations under this Agreement; or
(c) necessary or desirable to exercise its rights and powers and to perform its duties and obligations under this Agreement.
Authority of Security Agent. (a) The Equity Guarantor acknowledges that the rights and responsibilities of the Security Agent under this Guarantee with respect to any action taken by the Security Agent or the exercise or non-exercise by the Security Agent of any option, right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Guarantee shall, as between the Security Agent and the Secured Parties, be governed by the Loan Agreement, the other Financing Documents and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Security Agent and the Equity Guarantor, the Security Agent shall be conclusively presumed to be acting as Security Agent for the Secured Parties with full and valid authority so to act or refrain from acting, and the Equity Guarantor shall not be under any obligation, or entitlement, to make any inquiry respecting such authority.
(b) The Equity Guarantor agrees that the Security Agent (acting for the benefit of the Secured Parties) and any assignee thereof shall be entitled to enforce this Guarantee in its own name and to exercise any and all rights of the Borrower under this Guarantee in accordance with the terms hereof (either in its own name or in the name of the Borrower as the Security Agent may elect), and the Equity Guarantor and the Borrower agree to comply and cooperate in all respects with such exercise. Without limiting the generality of the foregoing, the Security Agent and any assignee thereof shall have the full right and power to enforce directly against the Equity Guarantor all obligations of the Equity Guarantor under this Guarantee, and otherwise to exercise all remedies available to the Borrower hereunder and to make all demands and give all notices and make all requests (either in its own name or in the name of the Borrower, as the Security Agent may elect) required or permitted to be made or given by the Borrower under this Guarantee, and the Equity Guarantor acknowledges and agrees that any such action taken by the Security Agent shall be deemed effective for all purposes of this Guarantee to the same extent as if such action had been taken directly by the Borrower. If the Equity Guarantor shall receive inconsistent directions from the Borrower and the Security Agent, the directions of the Security Agent shall be deemed the effective directions, and the Equity Guarantor shall accordingly comply with such directions of the Security Agent.
Authority of Security Agent. 29 SECTION 8.
Authority of Security Agent. 7.7.1 If in connection with any Enforcement Action:
(a) the Security Agent sells or otherwise disposes of (or proposes to sell or otherwise dispose of) any asset under any Transaction Security Document; or
(b) the Borrower, any Obligor or any other member of the Borrower Group sells or otherwise disposes of (or proposes to sell or otherwise dispose of) any asset at the request or direction of the Security Agent, the Security Agent may, at the cost and expense of the Obligors, and is irrevocably hereby authorised by each Creditor to release in any manner whatsoever any Transaction Security created or purported to be created over the relevant asset.
7.7.2 Each Creditor hereby irrevocably authorises the Security Agent to release in any manner whatsoever any Security and any guarantee upon the sale or disposal of any asset (including shares) otherwise than pursuant to an Enforcement Action provided that such sale or disposal is in compliance with the terms of the Finance Documents (including as a result of any Consent in accordance with any Finance Document) and such release is a condition of the terms of such sale or disposal or is otherwise necessary in order for such sale or disposal to be completed.
7.7.3 Each Party acknowledges and agrees to the provisions of clause 35.2 (Exceptions) of the Senior Facilities Agreement and any equivalent provision in any of the Transaction Security Documents.
7.7.4 Each Creditor hereby undertakes in favour of the Security Agent to promptly execute any releases or other documents and take any action which the Security Agent may reasonably require in order to facilitate or to give effect to any Enforcement Action permitted under this Agreement.
7.7.5 The release of any Obligor or member of the Borrower Group as contemplated in clauses 7.7.1 to 7.7.3 will not affect or otherwise reduce the obligations and/or liabilities of any other Obligor or member of the Borrower Group to the relevant Creditors.
Authority of Security Agent. (a) If in connection with any Enforcement Action:
(i) the Security Agent sells or otherwise disposes of (or proposes to sell or otherwise dispose of) any asset under any Security Document; or
(ii) the Principal Borrower or a Group Company sells or otherwise disposes of (or proposes to sell or otherwise dispose of) any asset at the request of the Security Agent, the Security Agent is hereby authorised by each Creditor (other than in respect of the High Yield Notes Funding Loans) and Intra-Group Creditor:
(A) to release in any manner whatsoever any Security Interest created by the Senior Security Document over the relevant asset; and
(B) (in the case of the sale of a Guarantor or Borrower) to release in any manner whatsoever the relevant Obligor or Group Company from all past, present and future liabilities (both actual and contingent) and/or the obligations in its capacity as a guarantor or borrower of the whole or any part of the Debt and (in the case of the sale of any asset subject to a Security Document) to release any Security Interest granted by any Group Company over the relevant asset under any Security Document or otherwise.
Authority of Security Agent. (a) If in connection with any Enforcement Action:-
(i) the Security Agent sells or otherwise disposes of (or proposes to sell or otherwise dispose of) any asset under any Security Document; or
(ii) a Group Company sells or otherwise disposes of (or proposes to sell or otherwise dispose of) any asset at the request of the Security Agent, the Security Agent is hereby authorised by each Creditor:-
(A) to release in any manner whatsoever any Encumbrance created by the Security Documents over the relevant asset; and
(B) (if the relevant asset comprises all of the shares in the capital of a Group Company) to release in any manner whatsoever that Group Company from all past, present and future liabilities (both actual and contingent) and/or the obligations in its capacity as a guarantor or borrower of the whole or any part of the Debt and to release any Encumbrance granted by that Group Company over any asset under any Security Document.
(b) Each Creditor hereby undertakes in favour of the Security Agent to execute any releases or other documents and take any action which the Security Agent may reasonably require in order to give effect to the provisions of clause 8.4(a).
(c) The release of any Group Company as contemplated in clause 8.4(a) will not affect or otherwise reduce the obligations and/or liabilities of any other Group Company to the Creditors.
Authority of Security Agent. (a) If, in connection with any disposal permitted under the Finance Documents, an Obligor sells or otherwise disposes of (or proposes to sell or otherwise dispose of) any asset, the Security Agent may, and is hereby irrevocably authorised on behalf of each Party to:
(A) release the Security created pursuant to the Security Documents over the relevant asset;
(B) if the relevant asset comprises all of the shares in the capital of an Obligor, release that Obligor and any of its Subsidiaries form all its or their past, present and future liabilities and/or obligations (both actual and contingent) as an Obligor in accordance with Clauses 27.3 (Assignment or transfer fee) and/or 27.5 (Procedure for transfer).
(b) Each Party shall promptly enter into any release and/or other document and take any action which the Security Agent may reasonably require to give effect to paragraph (a) above. To: Merchant Banking, Skandinaviska Enskilda Xxxxxx XX (publ) as Agent From: Deukalion Einhundertvierundzwanzigste Vermögensverwaltungs - GmbH Dated: Dear Sirs We refer to the Agreement. This is a Compliance Certificate. Terms defined in the Agreement have the same meaning when used in this Compliance Certificate unless given a different meaning in this Compliance Certificate.
1. [We confirm that no Default is continuing.]*
2. We confirm that: [ ]
3. We set out (in reasonable detail) below computations as to the ratios appearing in paragraph 2 above. [ ]
