Collateral and Guaranty Matters. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Administrative Agent, the Collateral Agent or Required Lenders in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Administrative Agent, the Collateral 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 of the Lenders. Each of the Administrative Agent and the Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any Collateral or Collateral Documents which may be necessary to create, perfect and maintain perfected security interests in and liens upon the Collateral granted pursuant to the Collateral Documents. Each of the Lenders irrevocably authorizes each of the Administrative Agent and the Collateral Agent, at its option, and in its sole discretion: (a) to enter into and sign for and on behalf of the Lenders as Secured Parties the Collateral Documents for the benefit of the Lenders and the other Secured Parties; (b) to automatically release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all Secured Obligations (other than Cash Management Obligations, Obligations not yet due and payable in respect of Secured Hedge Agreements, contingent obligations not yet due and Cash Collateralized or backstopped Letters of Credit) and the expiration or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized or as to which other arrangements reasonably satisfactory to the Administrative Agent and the applicable L/C Issuers shall have been made), (ii) at the time the property subject to such Lien is sold or transferred or to be sold or transferred as part of or in connection with any Disposition to a non-Loan Party permitted hereunder or under any other Loan Document, (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders or (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to Section 9.10(d); (c) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to another Lien (i) permitted to exist on such property and (ii) expressly permitted to be senior to the Liens of the Secured Parties under this Agreement; and (d) to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary as a result of a transaction or designation permitted hereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of any Credit Agreement Refinancing Indebtedness, any Junior Financing or any Indebtedness incurred under Section 7.03(v). If the Administrative Agent requests at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will (and each Lender irrevocably authorizes the Administrative Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The parties hereto acknowledge and agree that the Administrative Agent may rely conclusively as to any of the matters described in this Section 9.10 and Section 11.09 (including as to its authority hereunder and thereunder) on a certificate or similar instrument provided to it by any Loan Party without further inquiry or investigation, which certificate shall be delivered to the Administrative Agent by the Loan Parties upon reasonable request.
Appears in 7 contracts
Samples: Credit Agreement (Avantor, Inc.), Credit Agreement (Avantor, Inc.), Credit Agreement (Avantor, Inc.)
Collateral and Guaranty Matters. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by (a) The Secured Parties irrevocably authorize the Administrative Agent, the Collateral Agent or Required Lenders in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Administrative Agent, the Collateral 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 of the Lenders. Each of the Administrative Agent and the Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any Collateral or Collateral Documents which may be necessary to create, perfect and maintain perfected security interests in and liens upon the Collateral granted pursuant to the Collateral Documents. Each of the Lenders irrevocably authorizes each of the Administrative Agent and the Collateral Agent, at its option, option and in its sole discretion:discretion (except where it is otherwise obligated to do so under the Credit Documents),
(ai) to enter into and sign for and on behalf of the Lenders as Secured Parties the Collateral Documents for the benefit of the Lenders and the other Secured Parties;
(b) to automatically release any Lien on any property granted to or held by the Administrative Agent under any Loan Credit Document (ix) upon termination of the Aggregate all Commitments and payment in full of all Secured Obligations (other than Cash Management Obligations, Obligations not yet due and payable in respect of Secured Hedge Agreements, contingent indemnification obligations not yet due and Cash Collateralized or backstopped Letters of Creditfor which no claim has been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized or as to which other arrangements reasonably satisfactory to the Administrative Agent and the applicable L/C Issuers Letter of Credit Issuer shall have been made), (iiy) at the time the property subject to such Lien that is sold or transferred or otherwise disposed of to be sold or transferred as part of or a Person that is not a Credit Party in connection with any Disposition to a non-Loan Party sale or other disposition permitted hereunder under the Credit Documents, or under any other Loan Document, (iiiz) subject to Section 10.0113.1, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or (iv) if the property subject such other amount of Lenders required to authorize such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to Section 9.10(dsale or disposition);
(cii) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Credit Document to another the holder of any Lien (i) permitted to exist on such property and that is permitted by Section 10.2(c) (ii) expressly or release any such Liens to the extent Liens in favor of the Administrative Agent on such property are not permitted to be senior by the Indebtedness secured pursuant to the Liens of the Secured Parties permitted under this AgreementSection 10.2(c)); and
(diii) to release any Subsidiary Guarantor from its obligations under the Guaranty Credit Documents and to terminate any Liens granted by such Subsidiary Guarantor if such Person ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted under the Credit Documents (including pursuant to such Person being designated as an Unrestricted Subsidiary in accordance with this Agreement); it being understood that, notwithstanding anything herein or designation permitted hereunder; provided that no such release in any other Credit Documents, the Company and its Subsidiaries shall occur if such Guarantor continues to not be released from their obligations under the Credit Documents, and the Liens granted thereby shall not be terminated, in connection with, or as a guarantor in respect of any Credit Agreement Refinancing Indebtednessresult of, any Junior Financing or any Indebtedness incurred under Section 7.03(v)the Permitted Tax Distribution/Contribution. If Upon request by the Administrative Agent requests at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.10. In each case as specified 12.13.
(b) The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Credit Party in this Section 9.10connection therewith, nor shall the Administrative Agent will (and each Lender irrevocably authorizes the Administrative Agent to), at the Borrower’s expense, execute and deliver be responsible or liable to the applicable Loan Party such documents as such Loan Party may reasonably request Lenders for any failure to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents monitor or to subordinate its interest in such item, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms maintain any portion of the Loan Documents and this Section 9.10. The parties hereto acknowledge and agree that the Administrative Agent may rely conclusively as to any of the matters described in this Section 9.10 and Section 11.09 (including as to its authority hereunder and thereunder) on a certificate or similar instrument provided to it by any Loan Party without further inquiry or investigation, which certificate shall be delivered to the Administrative Agent by the Loan Parties upon reasonable requestCollateral.
Appears in 7 contracts
Samples: Credit Agreement (WideOpenWest, Inc.), Credit Agreement (WideOpenWest Finance, LLC), Credit Agreement (WideOpenWest Finance, LLC)
Collateral and Guaranty Matters. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Administrative Agent, the Collateral Agent or Required The Lenders in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Administrative Agent, the Collateral 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 of the Lenders. Each of the Administrative Agent and the Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any Collateral or Collateral Documents which may be necessary to create, perfect and maintain perfected security interests in and liens upon the Collateral granted pursuant to the Collateral Documents. Each of the Lenders L/C Issuers irrevocably authorizes each of authorize the Administrative Agent and the Collateral Agent, at its option, option and in its sole discretion:
(a) to enter into and sign for and on behalf of the Lenders as Secured Parties release any Guarantor from its obligations under the Collateral Documents for the benefit if such Person ceases to be a Subsidiary as a result of a transaction not prohibited hereunder, is designated as an Immaterial Subsidiary or is designated as an Excluded Subsidiary pursuant to clause (e) of the Lenders and definition thereof, or if the other Secured Partiesconditions set forth in clause (b)(i) below are satisfied;
(b) to automatically release any Lien on any property granted to or held by the Administrative Collateral Agent under any Loan Credit Document (i) upon termination of the Aggregate Commitments and payment in full of all Secured Obligations (other than Cash Management Obligations, Obligations (A) contingent indemnification obligations not yet then due and payable in respect of Secured Hedge Agreements, contingent and (B) obligations and liabilities under Swap Contracts and Treasury Management Agreements not yet then due and Cash Collateralized or backstopped Letters of Creditpayable) and the expiration or termination of all Letters of Credit (other than or if any Letters of Credit which have been Cash Collateralized or as to which other arrangements reasonably shall remain outstanding, upon (x) the cash collateralization of the Outstanding Amount of Letters of Credit on terms satisfactory to the Administrative Agent and L/C Issuer or (y) the receipt by any applicable L/C Issuers shall have been madeIssuer of a backstop letter of credit on terms satisfactory to the Administrative Agent and such L/C Issuer), (ii) at the time the property subject to such Lien that is sold or transferred or to be sold or transferred Disposed of as part of or in connection with any sale or other Disposition to a non-Loan Party permitted not prohibited hereunder or under any other Loan DocumentCredit Document (other than any such sale or other Disposition to another Credit Party), or (iii) subject to Section 10.0111.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders or (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to Section 9.10(d);Lenders; and
(c) to subordinate any Lien on any property granted to or held by the Administrative Collateral Agent under any Loan Credit Document to another the holder of any Lien (i) permitted to exist on such property and that is granted pursuant to Section 8.01(i) or (ii) expressly permitted to be senior to the Liens of the Secured Parties under this Agreement; and
(d) to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary as a result of a transaction or designation permitted hereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of any Credit Agreement Refinancing Indebtedness, any Junior Financing or any Indebtedness incurred under Section 7.03(vz). If Upon request by the Administrative Agent requests or the Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority of the Collateral Agent to release or subordinate its interest in particular types or items property and of property, or the Administrative Agent to release any Guarantor from its obligations under the Guaranty hereunder pursuant to this Section 9.10. In each case as specified 10.10 in this Section 9.10, the Administrative Agent will (and each Lender irrevocably authorizes the Administrative Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance connection with the terms of the Loan Documents and this Section 9.10. The parties hereto acknowledge and agree that the Administrative Agent may rely conclusively as to any of the matters described in this Section 9.10 and Section 11.09 (including as to its authority hereunder and thereunder) on a certificate or similar instrument provided to it by any Loan Party without further inquiry or investigation, which certificate shall be delivered to the Administrative Agent by the Loan Parties upon reasonable requesttransaction permitted hereunder.
Appears in 6 contracts
Samples: Credit Agreement (Live Nation Entertainment, Inc.), Credit Agreement (Live Nation Entertainment, Inc.), Credit Agreement (Live Nation Entertainment, Inc.)
Collateral and Guaranty Matters. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Administrative Agent, the Collateral Agent or Required Lenders in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Administrative Agent, the Collateral 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 of the Lenders. Each of the (a) The Administrative Agent and the Collateral Agent is hereby authorized on behalf of all of the LendersSecured Parties, without the necessity of any notice to or further consent from any Lendersuch Secured Parties, from time to time time, to take any action actions with respect to any Collateral or Collateral Security Documents which may be necessary to create, perfect and maintain perfected security interests in and liens the Liens upon the Collateral granted pursuant to the Collateral Security Documents. Each of the Lenders irrevocably authorizes each of the The Administrative Agent and the Collateral Agent, at its option, and in its sole discretion:
is further authorized (abut not obligated) to enter into and sign for and on behalf of the Lenders Secured Parties, without the necessity of any notice to or further consent from the Secured Parties, from time to time, to take any action in exigent circumstances as may be reasonably necessary to preserve any rights or privileges of the Secured Parties under the Collateral Credit Documents for or applicable Legal Requirements. By accepting the benefit of the Lenders and Liens granted pursuant to the other Security Documents, each Secured Parties;Party hereby agrees to the terms of this paragraph (a).
(b) The Lenders hereby, and any other Secured Party by accepting the benefit of the Liens granted pursuant to automatically the Security Documents, irrevocably authorize the Administrative Agent to (i) release any Lien on any property granted to or held by the Administrative Agent under upon any Loan Document Collateral (ia) upon termination of the Aggregate Commitments and payment in full Commitments, termination of all Secured Obligations Hedging Arrangements with Swap Counterparties (other than Cash Management ObligationsHedging Agreements as to which arrangements satisfactory to the applicable counterparty in its sole discretion have been made), Obligations not yet due and payable in respect of Secured Hedge Agreements, contingent obligations not yet due and Cash Collateralized termination or backstopped Letters of Credit) and the expiration or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized or as to which other arrangements reasonably satisfactory to the Administrative Agent and the applicable L/C Issuers shall Issuing Lender in its sole discretion have been made), and the payment in full of all outstanding Advances, Letter of Credit Obligations and all other Secured Obligations payable under this Agreement and under any other Credit Document (iiother than contingent indemnification obligations); (b) at the time the constituting property subject to such Lien is sold or transferred or to be sold or transferred disposed of as part of or in connection with any Disposition to a non-Loan Party disposition permitted hereunder under this Agreement or under any other Loan Credit Document, ; (iiic) subject to Section 10.01, if constituting property in which no Credit Party owned an interest at the release of such time the Lien is approved, authorized was granted or ratified in writing by the Required Lenders at any time thereafter; or (ivd) if the constituting property subject leased to any Credit Party under a lease which has expired or has been terminated in a transaction permitted under this Agreement or is about to expire and which has not been, and is not intended by such Lien is owned by Credit Party to be, renewed or extended; and (ii) release a Guarantor, upon release of such Guarantor from its obligations under its a Guaranty pursuant to Section 9.10(d);
(c) to subordinate and any Lien on any property granted to or held by the Administrative Agent under any Loan other applicable Credit Document to another Lien (i) permitted to exist on such property and (ii) expressly permitted to be senior to the Liens of the Secured Parties under this Agreement; and
(d) to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary as a result of a transaction or designation permitted hereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect under this Agreement. Upon the request of any Credit Agreement Refinancing Indebtedness, any Junior Financing or any Indebtedness incurred under Section 7.03(v). If the Administrative Agent requests at any time, the Required Lenders Secured Parties will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty Collateral pursuant to this Section 9.10. In each case as specified 8.11.
(c) Notwithstanding anything contained in this Section 9.10any of the Credit Documents to the contrary, the Credit Parties, the Administrative Agent will (Agent, and each Lender irrevocably authorizes Secured Party hereby agree that no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guaranties, it being understood and agreed that all powers, rights and remedies hereunder and under the Security Documents may be exercised solely by Administrative Agent to), at on behalf of the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case Secured Parties in accordance with the terms hereof and the other Credit Documents. By accepting the benefit of the Loan Documents and this Section 9.10. The parties hereto acknowledge and agree that the Administrative Agent may rely conclusively as to any of the matters described in this Section 9.10 and Section 11.09 (including as to its authority hereunder and thereunder) on a certificate or similar instrument provided to it by any Loan Party without further inquiry or investigation, which certificate shall be delivered Liens granted pursuant to the Administrative Agent by Security Documents, each Secured Party not party hereto hereby agrees to the Loan Parties upon reasonable requestterms of this paragraph (c).
Appears in 6 contracts
Samples: Credit Agreement (Aly Energy Services, Inc.), Credit Agreement (Aly Energy Services, Inc.), Credit Agreement (Aly Energy Services, Inc.)
Collateral and Guaranty Matters. Each Lender hereby agrees, The Lenders and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by L/C Issuers irrevocably authorize the Administrative Agent, the Collateral Agent or Required Lenders in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Administrative Agent, the Collateral 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 of the Lenders. Each of the Administrative Agent and the Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any Collateral or Collateral Documents which may be necessary to create, perfect and maintain perfected security interests in and liens upon the Collateral granted pursuant to the Collateral Documents. Each of the Lenders irrevocably authorizes each of the Administrative Agent and the Collateral Agent, at its option, option and in its sole discretion:,
(a) to enter into and sign for and on behalf of the Lenders as Secured Parties the Collateral Documents for the benefit of the Lenders and the other Secured Parties;
(b) to automatically release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) upon termination of the Aggregate Revolving Commitments and payment in full of (a) all Secured principal of and interest accrued to such date which constitute Obligations (other than Cash (A) Obligations for indemnification, expense reimbursement, tax gross-up or yield protection for which no claim has been made and (B) obligations and liabilities under Secured Treasury Management ObligationsAgreements and Secured Swap Contracts as to which arrangements satisfactory to the applicable provider thereof shall have been made), Obligations not yet (b) all fees, expenses and other amounts then due and payable in respect of which constitute Obligations (other than (A) Obligations for indemnification, expense reimbursement, tax gross-up or yield protection for which no claim has been made and (B) obligations and liabilities under Secured Hedge Agreements, contingent obligations not yet due Treasury Management Agreements and Cash Collateralized or backstopped Letters of CreditSecured Swap Contracts as to which arrangements satisfactory to the applicable provider thereof shall have been made) and (c) the expiration or termination of all Letters of Credit (other than Letters of Credit which that have been fully Cash Collateralized or as to which other arrangements secured by one or more letters of credit on terms and conditions, and with one or more financial institutions, reasonably satisfactory to the Administrative Agent and the applicable Applicable L/C Issuers shall have been madeIssuer), (ii) at the time the property subject to such Lien that is sold or transferred or to be sold or transferred to a non-Loan Party (with the effectiveness of such release to be contingent upon consummation of such transaction) as part of or in connection with any Disposition to a non-Loan Party permitted hereunder or under any other Loan DocumentDocument or any Involuntary Disposition, or (iii) subject to as approved in accordance with Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders or (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to Section 9.10(d)11.01;
(cb) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to another the holder of any Lien (i) permitted to exist on such property and (ii) expressly that is permitted to be senior to the Liens of the Secured Parties under this Agreementby Section 8.01(i); and
(dc) to release any Guarantor (other than the Parent) from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary as a result of a transaction or designation permitted hereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of any Credit Agreement Refinancing Indebtedness, any Junior Financing or any Indebtedness incurred under Section 7.03(v). If Upon request by the Administrative Agent requests at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty Guaranty, pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will (and each Lender irrevocably authorizes the Administrative Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The parties hereto acknowledge and agree that the Administrative Agent may rely conclusively as to any of the matters described in this Section 9.10 and Section 11.09 (including as to its authority hereunder and thereunder) on a certificate or similar instrument provided to it by any Loan Party without further inquiry or investigation, which certificate shall be delivered to the Administrative Agent by the Loan Parties upon reasonable request10.10.
Appears in 5 contracts
Samples: Incremental Joinder (SS&C Technologies Holdings Inc), Incremental Joinder & First Amendment to Credit Agreement (SS&C Technologies Holdings Inc), Credit Agreement (SS&C Technologies Holdings Inc)
Collateral and Guaranty Matters. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Administrative Agent, the Collateral Agent or Required Lenders in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Administrative Agent, the Collateral 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 of the Lenders. Each of the Administrative Agent and the Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any Collateral or Collateral Documents which may be necessary to create, perfect and maintain perfected security interests in and liens upon the Collateral granted pursuant to the Collateral Documents. Each of the Lenders irrevocably authorizes each of the Administrative Agent (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) and the Letter of Credit Issuer irrevocably authorize the Collateral AgentTrustee, at its option, option and in its sole discretion:discretion or at the request of the Borrower,
(a) to enter into and sign for and on behalf of the Lenders as Secured Parties the Collateral Documents for the benefit of the Lenders and the other Secured Parties;
(b) to automatically release any Lien on any property granted to or held by the Administrative Agent Collateral Trustee under any Loan Credit Document (i) upon termination of the Aggregate aggregate Commitments of all the Lenders and payment in full of all Secured Obligations (other than (A) contingent indemnification obligations and (B) obligations and liabilities under Secured Cash Management Obligations, Obligations not yet due Agreements and payable in respect of Secured Hedge Agreements, contingent obligations not yet due and Agreements as to which arrangements satisfactory to the applicable Cash Collateralized or backstopped Letters Management Bank of CreditHedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized or as to which other arrangements reasonably satisfactory to the Administrative Agent and the applicable L/C Issuers Letter of Credit Issuer shall have been made), (ii) at the time the property subject to such Lien that is sold or transferred or to be sold or transferred as part of or in connection with any Disposition to a non-Loan Party sale permitted hereunder or under any other Loan DocumentCredit Document to a Person that is not a Credit Party, (iii) subject that constitutes “Excluded Property” (as such term is defined in the Security Agreement), (iv) that is excluded pursuant to Section 10.019.15(b), or (v) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders or in accordance with Section 14.1;
(ivb) if the property subject to such Lien is owned by a Guarantor, upon release of such any Guarantor from its obligations under its Guaranty pursuant the Guarantee if such Person ceases to Section 9.10(d);be a Subsidiary as a result of a transaction permitted hereunder; and
(c) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Credit Document to another the holder of any Lien (i) permitted to exist on such property and (ii) expressly that is permitted to be senior to the Liens of the Secured Parties under this Agreement; and
(d) to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary as a result of a transaction or designation permitted hereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of any Credit Agreement Refinancing Indebtedness, any Junior Financing or any Indebtedness incurred under by Section 7.03(v10.1(A)(f). If Upon request by the Administrative Agent requests Collateral Trustee at any time, the Required Lenders will confirm in writing the Administrative AgentCollateral Trustee’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty Guarantee pursuant to this Section 9.1013.11. In each case as specified in this Section 9.1013.11, the Administrative Agent will (and each Lender irrevocably authorizes the Administrative Agent to)Collateral Trustee will, at the Borrower’s expense, execute and deliver to the applicable Loan Credit Party such documents as such Loan Credit Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Security Documents or to subordinate its interest in such item, or to evidence the release of such Guarantor from its obligations under the GuarantyGuarantee, in each case in accordance with the terms of the Loan Credit Documents and this Section 9.1013.11; provided that such release shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Holdings or any of its Subsidiaries in respect of) all interests retained by Holdings or any of its Subsidiaries, including, without limitation, the proceeds of the sale, all of which shall continue to constitute part of the Collateral. The parties hereto acknowledge and agree that In the Administrative Agent may rely conclusively as event of any foreclosure or similar enforcement action with respect to any of the matters described in this Section 9.10 and Section 11.09 (including as to its authority hereunder and thereunder) on a certificate or similar instrument provided to it by any Loan Party without further inquiry or investigationCollateral, which certificate the Collateral Trustee shall be delivered authorized to deduct all of the Administrative Agent costs and expenses reasonably incurred by the Loan Parties upon reasonable requestCollateral Trustee from the proceeds of any such sale, transfer or foreclosure.
Appears in 5 contracts
Samples: Amendment No. 6 (Intelsat S.A.), Amendment No. 5 and Joinder Agreement (Intelsat S.A.), Amendment No. 3 and Joinder Agreement (Intelsat S.A.)
Collateral and Guaranty Matters. (a) Upon the occurrence and continuance of a Default, Lenders agree to promptly confer in order that Required Lenders or Lenders, as the case may be, may agree upon a course of action for the enforcement of the Rights of Lenders; and Administrative Agent shall be entitled to refrain from taking any action (without incurring any liability to any Person for so refraining) unless and until Administrative Agent shall have received instructions from Required Lenders. All Rights of action under the Loan Papers and all Rights to the Collateral, if any, hereunder may be enforced by Administrative Agent and any suit or proceeding instituted by Administrative Agent in furtherance of such enforcement shall be brought in its name as Administrative Agent without the necessity of joining as plaintiffs or defendants any other Lender, and the recovery of any judgment shall be for the benefit of Lenders subject to the expenses of Administrative Agent. In actions with respect to any property of any Restricted Company, Administrative Agent is acting for the ratable benefit of each Lender. Any and all agreements to subordinate (whether made heretofore or hereafter) other indebtedness or obligations of any Restricted Company to the Obligation shall be construed as being for the ratable benefit of each Lender.
(b) Each Lender hereby agreesauthorizes and directs Administrative Agent to enter into the Security Documents for the benefit of Lenders. Except to the extent unanimity is required hereunder, and (i) each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, Lender agrees that any action taken by the Administrative Agent, the Collateral Agent or Required Lenders in accordance with the provisions of this Agreement or the Collateral DocumentsLoan Papers, and the exercise by the Administrative Agent, the Collateral 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, (ii) each Revolver Lender agrees that any action taken by Required Revolver Lenders in accordance with the provisions of the Lenders. Each Loan Papers, and the exercise by Required Revolver Lenders of the Administrative Agent powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all Revolver Lenders, and (iii) each Term Loan Lender agrees that any action taken by Required Term Loan Lenders in accordance with the provisions of the Loan Papers, and the Collateral exercise by Required Term Loan 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 Term Loan Lenders.
(c) Administrative Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any Collateral or Collateral Security Documents which may be necessary to create, perfect and maintain perfected security interests in and liens the Liens upon the Collateral granted pursuant to the Security Documents.
(d) Administrative Agent shall have no obligation whatsoever to any Lender or to any other Person to assure that the Collateral Documents. Each exists or is owned by any Restricted Company or is cared for, protected, or insured or has been encumbered or that the Liens granted to Administrative Agent herein or pursuant hereto 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, or to continue exercising, any of the Lenders irrevocably authorizes each Rights granted or available to Administrative Agent in this Section 14.9 or in any of the Security Documents; it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, Administrative Agent and the Collateral Agentmay act in any manner it may deem appropriate, at its option, and in its sole discretion:, given Administrative Agent’s own interest in the Collateral as one of Lenders and that Administrative Agent shall have no duty or liability whatsoever to any Lender, other than to act without gross negligence or willful misconduct.
(ae) Lenders irrevocably authorize Administrative Agent (or in the case of Bond Rights, the L/C Issuers), at its option and in its discretion, (i) to enter into and sign for and on behalf of the Lenders as Secured Parties the Collateral Documents for the benefit of the Lenders and the other Secured Parties;
(b) to automatically release any Lien on any property granted to or held by the Administrative Agent under any Loan Document Paper (iA) upon termination of the Aggregate Commitments Total Commitment and payment in full of all Secured Obligations Obligation (other than Cash Management Obligations, Obligations not yet due and payable in respect of Secured Hedge Agreements, contingent obligations not yet due and Cash Collateralized or backstopped Letters of Creditindemnification obligations) and the expiration or termination of all Letters L/Cs, (B) as permitted under Section 9.11, (C) constituting property being sold or disposed of Credit (other than Letters of Credit which have been Cash Collateralized or as to which other arrangements reasonably satisfactory to the permitted under Section 10.10, if Administrative Agent determines that the property being sold or disposed is being sold or disposed in accordance with the requirements and limitations of Section 10.10 and Administrative Agent concurrently receives all mandatory prepayments with respect thereto, if any, or (D) if approved, authorized, or ratified in writing by Required Lenders, subject to Section 15.9, unless such Liens are held under any Bond Document; (ii) to release (or authorize the release by the applicable L/C Issuers shall have been made)Issuer of) any Collateral held by Administrative Agent (or the applicable L/C Issuer) under or pursuant to any Bond Document upon the reimbursement of any Bond Purchase Drawing in accordance with Section 2.3(i) herein; and (iii) to release any Restricted Company from its Guaranty (A) upon full payment of the Obligation, (iiB) at the time the property subject to such Lien is sold or transferred or to be sold or transferred as part of or permitted under Section 9.11, (C) in connection with any Disposition to a non-Loan Party the sale of disposition of the stock (or other equity interest) issued by such Restricted Company permitted hereunder or under any other Loan Document, (iii) subject to Section 10.0110.10, if Administrative Agent determines that the release disposition or sale is in accordance with the requirements and limitations of such Lien is Section 10.10 and Administrative Agent concurrently receives all mandatory prepayments with respect thereto, if any, or (D) if approved, authorized authorized, or ratified in writing by the Required Lenders or (iv) if the property Lenders, subject to such Lien is owned Section 15.9. Upon request by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to Section 9.10(d);
(c) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to another Lien (i) permitted to exist on such property and (ii) expressly permitted to be senior to the Liens of the Secured Parties under this Agreement; and
(d) to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary as a result of a transaction or designation permitted hereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of any Credit Agreement Refinancing Indebtedness, any Junior Financing or any Indebtedness incurred under Section 7.03(v). If the Administrative Agent requests at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.10. 14.9.
(f) In each case as specified furtherance of the authorizations set forth in this Section 9.1014.9, the each Lender and each L/C Issuer hereby irrevocably appoints Administrative Agent will (its attorney-in-fact, with full power of substitution, for and on behalf of and in the name of each such Lender and each Lender irrevocably authorizes the Administrative Agent tosuch L/C Issuer, (i) to enter into Security Documents (including, without limitation, any appointments of substitute trustees under any Security Document), at the Borrower’s expense, execute and deliver (ii) to take action with respect to the applicable Loan Party such documents Collateral and Security Documents to perfect, maintain, and preserve Lenders’ and the L/C Issuers’ Liens, as such Loan Party may reasonably request applicable, and (iii) to evidence execute instruments of release or to take other action necessary to release Liens upon any Collateral to the release extent authorized in clause (e) hereof. This power of such item of Collateral from attorney shall be liberally, not restrictively, construed so as to give the assignment and security interest granted under greatest latitude to Administrative Agent’s power, as attorney, relative to the Collateral Documents or to subordinate its interest in such item, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The parties hereto acknowledge and agree that the Administrative Agent may rely conclusively as to any of the matters described in this Section 9.10 14.9. The powers and Section 11.09 (including as to its authority hereunder and thereunder) authorities herein conferred on a certificate or similar instrument provided to it by any Loan Party without further inquiry or investigation, which certificate shall be delivered to the Administrative Agent may be exercised by Administrative Agent through any Person who, at the time of the execution of a particular instrument, is an officer of Administrative Agent. The power of attorney conferred by this Section 14.9(f) is granted for valuable consideration and is coupled with an interest and is irrevocable so long as the Obligation, or any part thereof, shall remain unpaid, Lenders are obligated to make any Loans, or the L/C Issuers are obligated to issue L/Cs, under the Loan Parties upon reasonable requestPapers.
Appears in 5 contracts
Samples: Credit Agreement (Vail Resorts Inc), Credit Agreement (Vail Resorts Inc), Amendment Agreement (Vail Resorts Inc)
Collateral and Guaranty Matters. Each Lender hereby agreesWithout limiting the provisions of Section 10.09, each of the Lenders (including in its capacities as a potential Cash Management Bank and each holder of any Note by a potential Hedge Bank) and the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by L/C Issuers irrevocably authorize the Administrative Agent, the Collateral Agent or Required Lenders in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Administrative Agent, the Collateral 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 of the Lenders. Each of the Administrative Agent and the Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any Collateral or Collateral Documents which may be necessary to create, perfect and maintain perfected security interests in and liens upon the Collateral granted pursuant to the Collateral Documents. Each of the Lenders irrevocably authorizes each of the Administrative Agent and the Collateral Agent, at its option, option and in its sole discretion:, but subject to Section 11.20,
(a) to enter into and sign for and on behalf of the Lenders as Secured Parties the Collateral Documents for the benefit of the Lenders and the other Secured Parties;
(b) to automatically release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) upon termination of the Aggregate aggregate Revolving Commitments and payment in full of all Secured the Obligations (other than (A) contingent indemnification obligations, tax gross-up, expense reimbursement or yield protection obligations, in each case, for which no claim has been made that is unsatisfied and (B) obligations and liabilities under Secured Cash Management Obligations, Obligations not yet due Agreements and payable in respect of Secured Hedge Agreements, contingent obligations not yet due and Cash Collateralized or backstopped Letters of Credit) and the expiration or termination of all Letters of Credit (other than Letters of Credit which that have been Cash Collateralized or as to which other arrangements reasonably satisfactory to the Administrative Agent and the applicable L/C Issuers Issuer shall have been made), (ii) at the time the property subject to such Lien that is sold or transferred or to be sold or transferred otherwise disposed of as part of or in connection with any Disposition to a non-Loan Party sale or other disposition permitted hereunder or under any other Loan Document, (iii) subject to as approved in accordance with Section 10.0111.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders or (iv) if the when such property is subject to Liens permitted under Section 8.02(e) (solely to the extent that the Administrative Agent’s Liens on such Lien is owned by a Guarantorassets violate the terms of the documentation governing such Lien) and, upon release to the extent relating to extensions, renewals or replacements of such Guarantor from its obligations under its Guaranty pursuant to Liens, Section 9.10(d)8.02(l) or Section 8.02(f) or (v) upon a Collateral Suspension Period;
(cb) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to another the holder of any Lien (i) permitted to exist on such property and (ii) expressly that is permitted to be senior to the Liens of the Secured Parties under this Agreementby Section 8.02(e); and
(dc) to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted under the Loan Documents or designation permitted hereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor is designated an Unrestricted Subsidiary in respect of any Credit Agreement Refinancing Indebtedness, any Junior Financing or any Indebtedness incurred under accordance with Section 7.03(v7.10(e). If Upon request by the Administrative Agent requests at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty Guaranty, pursuant to this Section 9.1010.10. In each case as specified in this Section 9.10The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the Administrative Agent will (and each Lender irrevocably authorizes existence, priority or perfection of the Administrative Agent to), at the BorrowerAgent’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such itemLien thereon, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The parties hereto acknowledge and agree that the Administrative Agent may rely conclusively as to any of the matters described in this Section 9.10 and Section 11.09 (including as to its authority hereunder and thereunder) on a certificate or similar instrument provided to it prepared by any Loan Party without further inquiry or investigationin connection therewith, which certificate nor shall be delivered to the Administrative Agent by be responsible or liable to the Loan Parties upon reasonable requestLenders for any failure to monitor or maintain any portion of the Collateral.
Appears in 4 contracts
Samples: Credit Agreement (Lamb Weston Holdings, Inc.), Credit Agreement (Lamb Weston Holdings, Inc.), Credit Agreement (Lamb Weston Holdings, Inc.)
Collateral and Guaranty Matters. Each Lender hereby agrees, and each holder of any Note by the its acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Administrative Agent, the Collateral Agent or Required Lenders in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Administrative Agent, the Collateral 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 of the Lenders. Each of the The Administrative Agent and the Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to the occurrence and continuance of an Event of Default, to take any action with respect to any Collateral or Collateral Documents which may be necessary to create, perfect and maintain perfected security interests in and liens upon the Collateral granted pursuant to the Collateral Documents. Each Without limiting the provisions of Section 9.09, each of the Lenders (including in its capacities as a potential Hedge Bank) irrevocably authorizes each of authorize the Administrative Agent and the Collateral Agent, at its option, and in its sole discretion:discretion (other than releases described in clauses (b) and (d) below which shall not be optional or discretionary):
(a) to enter into and sign for and on behalf of the Lenders Lenders, as Secured Parties Parties, the Collateral Documents (including any subordination or intercreditor agreements with respect to Indebtedness and Liens permitted under this Agreement to the extent the Administrative Agent is otherwise contemplated herein as being a party to such intercreditor or subordination agreement) for the benefit of the Lenders and the other Secured Parties;
(b) to automatically release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all Secured Obligations (other than Cash Management Obligations, Obligations not yet due and payable in respect of Secured Hedge Agreements, contingent obligations not yet due and Cash Collateralized or backstopped Letters of Credit) and the expiration or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized or as to which other arrangements reasonably satisfactory to the Administrative Agent and the applicable L/C Issuers shall have been madeindemnification obligations), (ii) at the time the property subject to such Lien is sold or transferred Disposed or to be sold or transferred Disposed (to a Person that is not a Loan Party) as part of or in connection with any Disposition to a non-Loan Party permitted hereunder or under any other Loan Document, (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders or Lenders, (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (d) below or Section 9.10(d)11.09 or (v) if the property subject to such Lien constitutes Excluded Assets;
(c) to release or subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to another the holder of any Lien (i) permitted to exist on such property and (iithat is permitted by Section 7.01(u) expressly permitted to be senior to the Liens extent required by the holder of, or pursuant to the terms of any agreement governing, the Secured Parties under this Agreementobligations secured by such Liens; and
(d) to release any Guarantor from its obligations under this Agreement (including the Guaranty if such Person ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary as a result of a transaction or designation permitted hereunder; provided that no such release shall occur Guaranty) if such Guarantor continues to be becomes a guarantor Released Guarantor in respect of any Credit Agreement Refinancing Indebtedness, any Junior Financing or any Indebtedness incurred under accordance with Section 7.03(v)11.09. If Upon request by the Administrative Agent requests at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will (and each Lender irrevocably authorizes the Administrative Agent to), at the Borrower’s Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The parties hereto acknowledge and agree that Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by the Borrowers or any of its Restricted Subsidiaries in connection therewith, nor shall the Administrative Agent may rely conclusively as be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the matters described in this Section 9.10 and Section 11.09 (including as to its authority hereunder and thereunder) on a certificate or similar instrument provided to it by any Loan Party without further inquiry or investigation, which certificate shall be delivered to the Administrative Agent by the Loan Parties upon reasonable requestCollateral.
Appears in 4 contracts
Samples: First Lien Credit Agreement (Option Care Health, Inc.), First Lien Credit Agreement (Option Care Health, Inc.), First Lien Credit Agreement (Option Care Health, Inc.)
Collateral and Guaranty Matters. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Administrative Agent, the Collateral Agent or Required Lenders in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Administrative Agent, the Collateral 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 of the Lenders. Each of the Administrative Agent and the Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any Collateral or Collateral Documents which may be necessary to create, perfect and maintain perfected security interests in and liens upon the Collateral granted pursuant to the Collateral Documents. (a) Each of the Lenders (including in its capacities as a potential Qualified Counterparty and a potential Cash Management Provider) irrevocably authorizes each of authorize the Administrative Agent and the Collateral Agent, at its option, and in its sole discretion:
(awithout requirement of notice to or consent of any Lender except as expressly required by Section 10.1): (i) to enter into and sign for and on behalf of the Lenders as Secured Parties the Collateral Documents for the benefit of the Lenders and the other Secured Parties;
(b) to automatically release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all Secured Obligations (other than Cash Management Obligations, Obligations not yet due and payable in respect of Secured Hedge Agreements, contingent obligations not yet due and Cash Collateralized or backstopped Letters of Credit) and the expiration or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized or as to which other arrangements reasonably satisfactory to the Administrative Agent and the applicable L/C Issuers shall have been made), (ii1) at the time the property subject to such Lien is sold or transferred disposed of or to be sold or transferred disposed of as part of or in connection with any Disposition to a non-Loan Party disposition permitted hereunder or under any other Loan DocumentDocument to any Person other than a Loan Party, (iii2) subject to Section 10.0110.1, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders or Lenders, (iv3) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to Section 9.10(d);
the Guarantee or (c4) that constitutes Excluded Assets; (ii) to subordinate release or subordinate, as expressly permitted hereunder, any Lien on any property granted to or held by the Administrative Agent under any Loan Document to another the holder of any Lien (i) permitted to exist on such property that is permitted by this Agreement to the extent required by the holder of, or pursuant to the terms of any agreement governing, the obligations secured by such Liens; and (ii) expressly permitted to be senior to the Liens of the Secured Parties under this Agreement; and
(diii) to release any Guarantor from its obligations under the Guaranty Guarantee if such Person ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary as a result of a transaction or designation permitted hereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of any Credit Agreement Refinancing Indebtedness, any Junior Financing or any Indebtedness incurred under Section 7.03(v). If .
(b) Upon request by the Administrative Agent requests at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release (pursuant to clause (a) above) any Guarantor from its obligations under the Guaranty pursuant Guarantee.
(c) At such time as the Loans and the other Obligations (other than contingent obligations for which no claim has been made) shall have been satisfied by payment in full in immediately available funds and the Commitments have been terminated, the Collateral shall be automatically released from the Liens created by the Security Documents, and the Security Documents and all obligations (other than those expressly stated to this Section 9.10. In survive such termination) of the Administrative Agent and each case as specified Group Member under the Security Documents shall automatically terminate, all without delivery of any instrument or performance of any act by any Person.
(d) If (i) a Guarantor was released from its obligations under the Guarantee or (ii) the Collateral was released from the assignment and security interest granted under the Security Document (or the interest in this Section 9.10such item subordinated), the Administrative Agent will (and each Lender irrevocably authorizes the Administrative Agent to), at the Borrower’s expense, ) execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such Guarantor from its obligations under the Guarantee, the release of such item of Collateral from the assignment and security interest granted under the Collateral Security Documents or to subordinate its interest in such item, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10.
(e) If as a result of any transaction not prohibited by this Agreement (i) any Guarantor becomes an Excluded Domestic Subsidiary or a Foreign Subsidiary that is a CFC, then (x) such Guarantor’s Guarantee shall be automatically released, and (y) the Voting Stock of such Guarantor (other than 65% of the total outstanding Voting Stock of a CFC Holdco or Foreign Subsidiary that is a CFC that, in each case, is directly owned by a Borrower or a Guarantor) shall be automatically released from the security interests created by the Loan Documents, or (ii) any CFC Holdco or any Foreign Subsidiary that is a CFC ceases to be directly owned by a Borrower or Guarantor, then the Capital Stock of such Subsidiary shall be automatically released from any security interests created by the Loan Documents. The parties hereto acknowledge and agree that In connection with any termination or release pursuant to this Section 9.10(e), the Administrative Agent may rely conclusively as and any applicable Lender shall promptly execute and deliver to any Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release. Any execution and delivery of the matters described in documents pursuant to this Section 9.10 and Section 11.09 (including as to its authority hereunder and thereunder9.10(e) on a certificate or similar instrument provided to it by any Loan Party without further inquiry or investigation, which certificate shall be delivered without recourse to or warranty by the Administrative Agent by the Loan Parties upon reasonable requestor any Lender.
Appears in 4 contracts
Samples: Amendment No. 3 (JELD-WEN Holding, Inc.), Amendment No. 2 (JELD-WEN Holding, Inc.), Amendment No. 1 (JELD-WEN Holding, Inc.)
Collateral and Guaranty Matters. Each Lender hereby agreesof the Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank, and on behalf of their Affiliates in such capacities) and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by L/C Issuer irrevocably authorize the Administrative Agent, the Collateral Agent or Required Lenders in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Administrative Agent, the Collateral 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 of the Lenders. Each of the Administrative Agent and the Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any Collateral or Collateral Documents which may be necessary to create, perfect and maintain perfected security interests in and liens upon the Collateral granted pursuant to the Collateral Documents. Each of the Lenders irrevocably authorizes each of the Administrative Agent and the Collateral Agent, at its option, option and in its sole discretion:,
(a) to enter into and sign for and on behalf of the Lenders as Secured Parties the Collateral Documents for the benefit of the Lenders and the other Secured Parties;
(b) to automatically release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all Secured Obligations (other than (A) contingent indemnification obligations and (B) obligations and liabilities under Secured Cash Management Obligations, Obligations Agreements and Secured Hedge Agreements either (x) as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made or (y) notice has not yet been received by the Administrative Agent from the applicable Cash Management Bank or Hedge Bank that such amounts are then due and payable in respect of Secured Hedge Agreements, contingent obligations not yet due and Cash Collateralized or backstopped Letters of Creditpayable) and the expiration or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized or as to which other arrangements reasonably satisfactory to the Administrative Agent and the applicable L/C Issuers Issuer shall have been made), (ii) at the time the property subject to such Lien that is sold or transferred otherwise disposed of or to be sold or transferred otherwise disposed of as part of or in connection with any Disposition to a non-Loan Party sale or other disposition permitted hereunder or under any other Loan DocumentDocument (including, without limitation, in connection with the Foreign Subsidiary Reorganization) or (iii) subject to Section 10.0110.01 (including Section 10.01(h)), if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders or (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to Section 9.10(d)Lenders;
(cb) to subordinate or release any Lien on any property granted to or held by the Administrative Agent under any Loan Document to another the holder of any Lien (i) permitted to exist on such property that is permitted by Section 7.02(b), (d), (e), (f) or (h), and (ii) expressly permitted to be senior enter into any intercreditor agreement, subordination agreement or similar agreement with respect to the Liens of the Secured Parties under this Agreementany such property; and
(dc) to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary as a result of a transaction or designation permitted hereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of any Credit Agreement Refinancing Indebtedness, any Junior Financing or any Indebtedness incurred under Section 7.03(v)the Loan Documents. If Upon request by the Administrative Agent requests at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will (and each Lender irrevocably authorizes the Administrative Agent to)will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents Security Instruments or to subordinate its interest in such item, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The parties hereto acknowledge and agree that Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent may rely conclusively as to Agent’s Lien thereon, or any of the matters described in this Section 9.10 and Section 11.09 (including as to its authority hereunder and thereunder) on a certificate or similar instrument provided to it prepared by any Loan Party without further inquiry or investigationin connection therewith, which certificate nor shall be delivered to the Administrative Agent by be responsible or liable to the Loan Parties upon reasonable requestLenders for any failure to monitor or maintain any portion of the Collateral.
Appears in 4 contracts
Samples: Credit Agreement (Babcock & Wilcox Enterprises, Inc.), Credit Agreement (Babcock & Wilcox Enterprises, Inc.), Credit Agreement (Babcock & Wilcox Co)
Collateral and Guaranty Matters. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Administrative Agent, the Collateral Agent or Required Lenders in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Administrative Agent, the Collateral 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 of the Lenders. Each of the Administrative Agent and the Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any Collateral or Collateral Documents which may be necessary to create, perfect and maintain perfected security interests in and liens upon the Collateral granted pursuant to the Collateral Documents. (a) Each of the Lenders irrevocably authorizes each of the Administrative Agent and the Collateral Agent, at its option, and in its sole discretionto:
(ai) to enter into and sign for and on behalf of the Lenders as Secured Parties the Collateral Documents for the benefit of the Lenders and the other Secured Parties;
(b) to automatically release any Lien on any property granted to or held by the Administrative Agent under this Agreement or any Loan Other Document (ix) upon termination of the Aggregate Commitments and payment Payment in full of all Secured Obligations (other than Cash Management Obligations, Obligations not yet due and payable in respect of Secured Hedge Agreements, contingent obligations not yet due and Cash Collateralized or backstopped Letters of Credit) and the expiration or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized or as to which other arrangements reasonably satisfactory to the Administrative Agent and the applicable L/C Issuers shall have been made)Full, (iiy) at the time the property subject to such Lien that is sold or transferred or to be sold or transferred otherwise disposed of as part of or in connection with any sale or other Disposition to a non-Loan Party permitted hereunder or under any other Loan Document, the Other Documents or (iiiz) subject to Section 10.0116.2(b), if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders or (iv) if the property subject to such Lien is owned by a Guarantor, upon release other number or percentage of such Guarantor from its obligations under its Guaranty pursuant to Section 9.10(d)Lenders required hereby;
(cii) to subordinate any Lien on any property granted to or held by the Administrative Agent hereunder or under any Loan Other Document to another the holder of any Lien (i) permitted to exist on such property and that is permitted by clause (iig) expressly permitted to be senior to the Liens of the Secured Parties under this Agreementdefinition of “Permitted Encumbrances”; and
(diii) to release any Guarantor from its obligations under the Guaranty (x) upon Payment in Full or (y) if such Person Guarantor ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary as a result of a transaction or designation permitted hereunder; provided that no under and in accordance with this Agreement and the Other Documents. Any such release of guarantee obligations or security interests shall occur be deemed subject to the provision that such guarantee obligations shall be reinstated if after such Guarantor continues to be a guarantor release any portion of any payment in respect of the Obligations shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of any Credit Agreement Refinancing IndebtednessBorrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, any Junior Financing Borrower or any Indebtedness incurred under Section 7.03(v)Guarantor or any substantial part of its property, or otherwise, all as though such payment had not been made. If Any such release of Liens shall not in any manner discharge, affect, or impair the Administrative Obligations or any Liens (other than those expressly being released) upon (or obligations of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral. In no event shall Agent requests be obligated to execute or deliver any document evidencing any release, subordination or re-conveyance without receipt of a certificate executed by an authorized officer of the Loan Party or Loan Parties disposing of such property certifying that such release, subordination or re-conveyance, as applicable, complies with this Agreement and the Other Documents, and that all conditions precedent to such release, subordination or re-conveyance have been complied with. Upon request by Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release release, subordinate or subordinate re-convey its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.1014.10.
(b) Agent hereby disclaims any representation or warranty to the Lenders concerning, and shall not be responsible for or have a duty to ascertain or inquire into the existence, value or collectability of the Collateral, the existence, priority or perfection of Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall Agent be responsible or liable to the Lenders or any other Secured Party for any failure to monitor or maintain any portion of the Collateral. Agent makes no representation as to the value, sufficiency or condition of the Collateral or any part thereof, as to the title of the Loan Parties to the Collateral, or as to the security afforded by this Agreement or any Other Document. Agent shall not be responsible for insuring the Collateral or for the payment of Taxes, charges, assessments or liens upon the Collateral. Agent shall not be responsible for the maintenance of the Collateral, except as expressly provided in the immediately following sentence when Agent has possession of the Collateral. Agent shall have no duty to the Lenders as to any Collateral in its possession or in the possession of someone under its control or in the possession or control of any agent or nominee of Agent or any income thereon or as to the preservation of rights against prior parties or any other rights pertaining thereto, except the duty to accord such of the Collateral as may be in its possession substantially the same care as it accords similar assets held for the benefit of third parties and the duty to account for monies received by it. Agent shall not be under an obligation independently to request or examine insurance coverage with respect to any Collateral. Agent shall not be liable for the acts or omissions of any bank, depositary bank, custodian, independent counsel of any Loan Party or any other party selected by Agent with reasonable care or selected by any other party hereto that may hold or possess Collateral or documents related to Collateral, and Agent shall not be required to monitor the performance of any such Persons holding Collateral. For the avoidance of doubt, Agent shall not be responsible to the Lenders for the perfection of any Lien or for the filing, form, content or renewal of any UCC financing statements, fixture filings, mortgages, deeds of trust and such other documents or instruments. The Lenders shall be solely responsible for, and shall arrange for the filing and continuation of financing statements or other filing or recording documents or instruments for the perfection of security interests in the Collateral. Agent shall not be responsible for the preparation, form, content, sufficiency or adequacy of any such financing statements.
(c) In connection with the exercise of any rights or remedies in respect of, or foreclosure or realization upon, any Real Property-related Collateral pursuant to this Agreement or any Other Document, Agent shall not be obligated to take title to or possession of Real Property in its own name, or otherwise in a form or manner that may, in its reasonable judgment, expose it to liability. In each case the event that Agent deems that it may be considered an “owner or operator” under any environmental laws or otherwise cause Agent to incur, or be exposed to, any environmental liability or any liability under any other federal, state or local law, Agent reserves the right, instead of taking such action, either to resign as specified in this Agent subject to the terms and conditions of Section 9.10, 14.6 or to arrange for the Administrative transfer of the title or control of the asset to a court appointed receiver. Agent will not be liable to any Person for any environmental liability or any environmental claims or contribution actions under any federal, state or local law, rule or regulation by reason of Agent’s actions and conduct as authorized, empowered and directed hereunder or relating to any kind of discharge or release or threatened discharge or release of any Hazardous Materials into the environment.
(and each Lender irrevocably authorizes d) In connection with any tax affidavit or similar instrument required to be filed or delivered by Agent in connection with any mortgage, deed of trust or similar instrument, Agent shall complete such tax affidavit or similar instrument pursuant to the Administrative Agent to), at the Borrower’s expense, execute and deliver information provided to it in a certificate executed by an authorized officer of the applicable Loan Party pledging such documents Real Property. Agent shall be entitled to conclusively rely on the information provided to it in such certificate and shall not be liable to the Loan Parties, the Lenders or any other Person for its acting in reliance thereon. Borrowers shall indemnify Agent for any losses Agent may incur as a result of its reliance on such certificate of the applicable Loan Party, including without limitation, any losses relating to any incorrect or misleading information provided in any tax affidavit based upon information contained in the certificate of the applicable Loan Party.
(e) Anything contained in this Agreement or any Other Documents to the contrary notwithstanding, the Loan Parties, Agent and each Lender hereby agree that (i) no Secured Party may reasonably request shall have any right individually to evidence the release realize upon any of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such itemenforce the Guaranty or any Other Document relating to the Collateral, it being understood and agreed that all powers, rights and remedies under this Agreement or any of the Other Documents relating to evidence the release Collateral may be exercised solely by Agent, for the benefit of such Guarantor from its obligations under the Guaranty, in each case Secured Parties in accordance with the terms hereof and thereof and all powers, rights and remedies under this Agreement and such Other Documents relating to the Collateral may be exercised solely by Agent for the benefit of the Loan Documents Secured Parties in accordance with the terms hereof and this Section 9.10. The parties hereto acknowledge thereof, and agree that (ii) in the Administrative event of a foreclosure or similar enforcement action by Agent may rely conclusively as to on any of the matters described Collateral pursuant to a public or private sale or other Disposition (including, without limitation, pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or otherwise of the United States Bankruptcy Code), Agent (or any Lender, except with respect to a “credit bid” pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or otherwise of the United States Bankruptcy Code,) may be the purchaser or licensor of any or all of such Collateral at any such sale or other Disposition and Agent, as agent for and representative of the Secured Parties (but not any Lender or Lenders in this Section 9.10 and Section 11.09 (including as to its authority hereunder and thereunderor their respective individual capacities) on a certificate or similar instrument provided to it by any Loan Party without further inquiry or investigation, which certificate shall be delivered entitled, upon instructions from the Required Lenders, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale or Disposition, to use and apply any of the Administrative Obligations as a credit on account of the purchase price for any collateral payable by Agent by the Loan Parties upon reasonable requestat such sale or other Disposition.
Appears in 4 contracts
Samples: Term Loan Credit and Security Agreement (Quantum Corp /De/), Term Loan Credit and Security Agreement (Quantum Corp /De/), Term Loan Credit and Security Agreement (Quantum Corp /De/)
Collateral and Guaranty Matters. Each Lender hereby agrees, Purchaser and each holder of any Note by other Secured Party irrevocably authorizes and instructs the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Administrative Agent, the Collateral Agent or Required Lenders in accordance with the provisions of this Agreement or the Collateral DocumentsPurchaser Representative to, and the exercise by the Administrative Agent, the Collateral 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 of the Lenders. Each of the Administrative Agent and the Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any Collateral or Collateral Documents which may be necessary to create, perfect and maintain perfected security interests in and liens upon the Collateral granted pursuant to the Collateral Documents. Each of the Lenders irrevocably authorizes each of the Administrative Agent and the Collateral Agent, at its option, and in its sole discretionPurchaser Representative shall:
(a) to enter into and sign for and on behalf of release (or evidence the Lenders as Secured Parties the Collateral Documents for the benefit of the Lenders and the other Secured Parties;
(brelease of) to automatically release any Lien on any property granted to or held by the Administrative Agent Purchaser Representative under any Loan Note Document (i) upon termination the occurrence of the Aggregate Commitments and payment in full of all Secured Obligations (other than Cash Management Obligations, Obligations not yet due and payable in respect of Secured Hedge Agreements, contingent obligations not yet due and Cash Collateralized or backstopped Letters of Credit) and the expiration or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized or as to which other arrangements reasonably satisfactory to the Administrative Agent and the applicable L/C Issuers shall have been made)Termination Date, (ii) at the time the property subject to such Lien that is sold or transferred otherwise Disposed of (other than pursuant to a lease, sublease, license or to be sold or transferred sublicense) as part of or in connection with any Disposition permitted under (or not restricted by) the Note Documents (subject to a non-Loan Party permitted hereunder or under any other Loan Documentthe last paragraph of Section 6.07), (iii) subject that does not constitute (or ceases to Section 10.01constitute) Collateral (and/or otherwise becomes an Excluded Asset), if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders or (iv) if the property subject to such Lien is owned by a Subsidiary Guarantor, upon the release of such Subsidiary Guarantor from its Note Guaranty otherwise in accordance with the Note Documents, (v) as required under clause (d) below, (vi) pursuant to the provisions of any applicable Note Document or (vii) if approved, authorized or ratified in writing by the Required Purchasers in accordance with Section 9.02;
(b) subject to Section 9.22, release (or evidence the release of) any Subsidiary Guarantor from its obligations under the Note Guaranty (i) if such Person ceases to be a Restricted Subsidiary or is an Excluded Subsidiary (or becomes an Excluded Subsidiary as a result of a single transaction or series of related transactions not prohibited hereunder, including for the avoidance of doubt, any Permitted Practice Subsidiary Restructuring) and/or (ii) in the case of any Discretionary Guarantor, at the election of the Issuer, upon notice from the Issuer to the Purchaser Representative at any time so long as, in the case of this clause (ii), after giving pro forma effect to such release and, if applicable, the relevant transaction, the Issuer is deemed to have made a new Investment in such Person (as if such Person was then newly acquired) on the date of such release and such Investment is not otherwise prohibited by the Note Documents; provided that if any Subsidiary Guarantor ceases to constitute a Wholly-Owned Subsidiary, such Subsidiary Guarantor shall not be released from its Note Guaranty pursuant unless (A) such Subsidiary Guarantor is no longer a direct or indirect subsidiary of the Issuer or (B) after giving pro forma effect to Section 9.10(dsuch release and the consummation of the relevant transaction, the Issuer is deemed to have made a new Investment in such Person (as if such Person was then newly acquired) and such Investment is not otherwise prohibited by the Note Documents; it being understood that this proviso shall not limit the release of any Subsidiary Guarantor that otherwise constitutes an Excluded Subsidiary for any reason other than not constituting a Wholly-Owned Subsidiary of the Issuer (this proviso, the “Specified Guarantor Release Provision”);
(c) to subordinate any Lien on any property granted to or held by the Administrative Agent Purchaser Representative under any Loan Note Document to another the holder of any Lien on such property that is permitted by Sections 6.02(d), 6.02(e), 6.02(g)(i), 6.02(l), 6.02(m), 6.02(n), 6.02(o)(i) (other than any Lien on the Capital Stock of any Subsidiary Guarantor), 6.02(q), 6.02(r), 6.02(s), 6.02(x), 6.02(y), 6.02(z)(i), 6.02(bb), 6.02(cc), 6.02(dd) (in the case of clause (ii), to the extent the relevant Lien covers cash collateral posted to secure the relevant obligation), 6.02(ee), 6.02(ff), 6.02(gg) and/or 6.02(hh) (and any Refinancing Indebtedness in respect of any thereof to the extent such Refinancing Indebtedness is permitted to be secured under Section 6.02(k));
(d) enter into subordination, intercreditor, collateral trust and/or similar agreements with respect to Indebtedness (including any Intercreditor Agreement and/or any amendment to any Intercreditor Agreement) that is (i) required or permitted to exist on such property and be subordinated hereunder and/or (ii) expressly permitted secured by Xxxxx, and with respect to be senior which Indebtedness, this Agreement contemplates an intercreditor, subordination, collateral trust or similar agreement, with each of the Purchasers and the other Secured Parties irrevocably agreeing to the Liens treatment of the Lien on the Collateral securing the Secured Parties under this AgreementObligations as set forth in any such agreement and it will be bound by and will take no action contrary to the provisions of any such agreement; and
(de) to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary execute and/or deliver, as a result of a transaction or designation permitted hereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of any Credit Agreement Refinancing Indebtednessapplicable, any Junior Financing or amendment to any Indebtedness incurred under Section 7.03(v)UCC financing statement and/or any other document evidencing the security interest granted pursuant to the Collateral Documents to indicate that Excluded Assets and/or other assets that do not constitute and are not required to constitute Collateral are not subject to the security interest granted pursuant to the Collateral Documents. If Upon the Administrative Agent requests request of the Purchaser Representative at any time, the Required Lenders Purchasers will confirm in writing the Administrative AgentPurchaser Representative’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor Note Party from its obligations under the Note Guaranty or its Lien on any Collateral pursuant to this Section 9.10Article 8. In each case as specified in this Section 9.10Article 8, the Administrative Agent Purchaser Representative will (and each Lender irrevocably Purchaser hereby authorizes the Administrative Agent Purchaser Representative to), at the BorrowerIssuer’s expense, execute and deliver to the applicable Loan Note Party such documents as such Loan Note Party may prepare and reasonably request to evidence evidence, effectuate or confirm the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or Documents, to subordinate its interest in such itemtherein, or to evidence evidence, effectuate or confirm the release of such Guarantor Note Party from its obligations under the Note Guaranty, in each case in accordance with the terms of the Loan Note Documents and this Section 9.10. The parties hereto acknowledge and agree Article 8; provided, that upon the request of the Purchaser Representative, the Issuer shall deliver a certificate of a Responsible Officer certifying that the Administrative Agent may rely conclusively as to relevant transaction has been consummated in compliance with the terms of this Agreement and that the execution by the Purchaser Representative of any documents or instruments evidencing or authorizing such release or subordination is authorized or permitted by the terms of this Agreement and the Note Documents. Each of the matters described in this Section 9.10 Purchasers hereby direct and Section 11.09 (including as authorize the Purchaser Representative to its authority hereunder execute and thereunder) on a certificate or similar instrument provided deliver any releases presented to it by the First Lien Credit Agreement Agent in accordance with the terms of the Second Lien Intercreditor and Subordination Agreement or by any Loan Party without further inquiry other applicable agent in accordance with the terms of any Intercreditor Agreement, or investigationotherwise presented to the Purchaser Representative for execution in accordance with the terms of Second Lien Intercreditor and Subordination Agreement or any other Intercreditor Agreement, which certificate and the Purchaser Representative shall have no obligations to investigate or determine whether any such release is permitted by the Note Documents or any other related document and shall incur no liability for executing and delivering any such release. It is understood and agreed that, notwithstanding anything to the contrary herein, in any other Note Document, (a) unless otherwise agreed to by the Issuer, the obligations of the Issuer or any subsidiary under any such agreement shall be delivered secured and guaranteed pursuant to the Administrative Agent Collateral Documents and the Note Guaranty only to the extent that, and for so long as, the Obligations are so secured and guaranteed and (b) any release of any Lien on any Collateral and/or any Subsidiary Guarantor effected in a manner permitted by this Agreement and/or any other Note Document shall not require the Loan Parties upon reasonable requestconsent of any such counterparty.
Appears in 4 contracts
Samples: Note Purchase Agreement (ATI Physical Therapy, Inc.), Note Purchase Agreement (ATI Physical Therapy, Inc.), Note Purchase Agreement (ATI Physical Therapy, Inc.)
Collateral and Guaranty Matters. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by (a) The Lenders irrevocably authorize the Administrative Agent, the Collateral Agent or Required Lenders in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Administrative Agent, the Collateral 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 of the Lenders. Each of the Administrative Agent and the Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any Collateral or Collateral Documents which may be necessary to create, perfect and maintain perfected security interests in and liens upon the Collateral granted pursuant to the Collateral Documents. Each of the Lenders irrevocably authorizes each of the Administrative Agent and the Collateral Agent, at its option, option and in its sole discretion:,
(ai) to enter into and sign for and on behalf of the Lenders as Secured Parties the Collateral Documents for the benefit of the Lenders and the other Secured Parties;
(b) to automatically release any Lien on any Collateral or other property granted to or held by the Administrative Agent under any Loan Document (iA) upon termination the Discharge of the Aggregate Commitments and payment in full of all Secured Obligations (other than Cash Management Obligations, Obligations not yet due and payable in respect of Secured Hedge Agreements, contingent obligations not yet due and Cash Collateralized or backstopped Letters of Creditindemnification obligations) and the expiration or termination of all Letters of Credit Credit, Cash Management Agreements and Specified Swap Agreements (other than Letters of Credit which have been Credit, Cash Collateralized or Management Agreements and Specified Swap Agreements as to which other arrangements reasonably satisfactory to the Administrative Agent and the applicable L/C Issuers Issuing Lender, Cash Management Bank or the provider of such Specified Swap Agreement shall have been made), (iiB) at the time the property subject to such Lien that is sold or transferred otherwise disposed of or to be sold or transferred otherwise disposed of as part of or in connection with any Disposition to a non-Loan Party sale or other disposition permitted hereunder hereunder, or under any other Loan Document, (iiiC) subject to Section 10.0110.1, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders or (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to Section 9.10(d)Lenders;
(cii) to subordinate any Lien on any Collateral or other property granted to or held by the Administrative Agent under any Loan Document to another the holder of any Lien (i) permitted to exist on such property that is permitted by Sections 7.3(g) and (ii) expressly permitted to be senior to the Liens of the Secured Parties under this Agreementi); and
(diii) to release any Guarantor from its obligations under the Guaranty Guarantee and Collateral Agreement if such Person ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary as a result of a transaction or designation permitted hereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect under the Loan Documents.
(iv) (x) automatically upon the consummation of any Credit Agreement Refinancing IndebtednessPermitted Litigation Financing to the extent such Permitted Litigation Rights solely involves a Disposition (rather than a grant of a security interest) of the Qualified Litigation Rights being financed, to release any Junior Lien on such Qualified Litigation Rights disposed in connection with such Permitted Litigation Financing, without the need to deliver any instrument or performance of any act by any Person and (y) upon the consummation of any Permitted Litigation Financing or any Indebtedness incurred under Section 7.03(v)where the Borrower retains title to the Qualified Litigation Rights being financed to the extent such Permitted Litigation Rights solely involves a grant of a security interest (rather than a Disposition) of such Qualified Litigation Rights to the provider of such Permitted Litigation Financing, to subordinate Administrative Agent’s Lien on such Qualified Litigation Rights. If Upon request by the Administrative Agent requests at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty guaranty pursuant to this Section 9.10. In each case as specified .
(b) The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in this Section 9.10connection therewith, nor shall the Administrative Agent will be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.
(c) Notwithstanding anything contained in any Loan Document, no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any guaranty of the Obligations (including any such guaranty provided by the Guarantors pursuant to the Guarantee and each Lender irrevocably authorizes Collateral Agreement), it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Administrative Agent to), at on behalf of the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case Secured Parties in accordance with the terms thereof; provided that, for the avoidance of doubt, in no event shall a Secured Party be restricted hereunder from filing a proof of claim on its own behalf during the pendency of a proceeding relative to any Loan Party under any Debtor Relief Law or any other judicial proceeding. In the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Administrative Agent or any Secured Party may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition, and the Administrative Agent, as agent for and representative of such Secured Party (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent on behalf of the Secured Parties at such sale or other disposition. Each Secured Party, whether or not a party hereto, will be deemed, by its acceptance of the benefits of the Collateral and of the guarantees of the Obligations provided by the Loan Parties under the Guarantee and Collateral Agreement, to have agreed to the foregoing provisions. In furtherance of the foregoing, and not in limitation thereof, no Specified Swap Agreement and no Cash Management Agreement, the Obligations under which constitute Obligations, will create (or be deemed to create) in favor of any Secured Party that is a party thereto any rights in connection with the management or release of any Collateral or of the Obligations of any Loan Party under any Loan Document except as expressly provided herein or in the Guarantee and Collateral Agreement. By accepting the benefits of the Collateral and of the guarantees of the Obligations provided by the Loan Parties under the Guarantee and Collateral Agreement, any Secured Party that is a Cash Management Bank or a Qualified Counterparty shall be deemed to have appointed the Administrative Agent to serve as administrative agent and collateral agent under the Loan Documents and this Section 9.10. The parties hereto acknowledge and agree that the Administrative Agent may rely conclusively as to any of the matters described in this Section 9.10 and Section 11.09 (including as have agreed to its authority hereunder and thereunder) on a certificate or similar instrument provided to it by any Loan Party without further inquiry or investigation, which certificate shall be delivered to the Administrative Agent bound by the Loan Parties upon reasonable requestDocuments as a Secured Party thereunder, subject to the limitations set forth in this paragraph.
Appears in 4 contracts
Samples: Credit Agreement (Appian Corp), Credit Agreement (Appian Corp), Credit Agreement (Appian Corp)
Collateral and Guaranty Matters. Each Lender hereby agrees, and each holder (a) Provided that no Event of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Administrative AgentDefault then exists, the Collateral Agent or Required Lenders in accordance with the provisions of this Agreement or shall, and shall direct the Collateral DocumentsTrustees to, and the exercise by the Administrative Agent, the Collateral 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 of the Lenders. Each of the Administrative Agent and the Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any Collateral or Collateral Documents which may be necessary to create, perfect and maintain perfected security interests in and liens upon the Collateral granted pursuant to the Collateral Documents. Each of the Lenders irrevocably authorizes each of the Administrative Agent and the Collateral Agent, at its option, and in its sole discretion:
(a) to enter into and sign for and on behalf of the Lenders as Secured Parties the Collateral Documents for the benefit of the Lenders and the other Secured Parties;
(b) to automatically release any Lien on any property granted to or held by the Administrative Collateral Agent or the Collateral Trustees under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all Secured Obligations (other than Cash Management Obligations, Obligations not yet due and payable in respect of Secured Hedge Agreements, contingent indemnification obligations not yet due accrued and Cash Collateralized or backstopped Letters of Creditpayable) and the expiration or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized or as to which other arrangements reasonably satisfactory to the Administrative Agent and the applicable L/C Issuers shall have been made)Credit, (ii) at the time the property subject to such Lien that is sold or transferred or to be sold or transferred Disposed of as part of or in connection with any Disposition to a non-Loan Party sale, lease, conveyance or other disposition permitted hereunder or under any other Loan Document, or (iii) subject to Section 10.0111.01(f) and (g), if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders or (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to Section 9.10(d);Lenders.
(cb) to subordinate any Lien on any property granted to or held by Provided that no Event of Default then exists, the Administrative Agents and the Collateral Agent under shall, and shall direct the Collateral Trustees to, release any Loan Document to another Lien (i) permitted to exist on such property and (ii) expressly permitted to be senior to the Liens of the Secured Parties under this Agreement; and
(d) to release any Guarantor Party from its obligations under the Guaranty Loan Documents to which it is a party or by which it is bound (i) if such Person ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary is no longer required to be a party to the Guaranty as a result of a transaction permitted hereunder or designation permitted hereunder; provided that no such release shall occur otherwise in accordance with the terms of the Loan Documents, or (ii) subject to Section 11.01(f) and (g), if such Guarantor continues to be a guarantor approved, authorized or ratified in respect of any Credit Agreement Refinancing Indebtedness, any Junior Financing or any Indebtedness incurred under Section 7.03(v). If writing by the Required Lenders.
(c) The Collateral Agent and the Administrative Agent requests at any timeAgents, as the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of propertycase may be, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will (and each Lender irrevocably authorizes the Administrative Agent to)will, at the Borrower’s expense, timely execute and deliver to the applicable Loan Party such documents and notices and take such other actions as such Loan Party the Borrower may reasonably request to evidence the release of such item of any Collateral from the assignment and security interest granted under the Collateral or Loan Documents or to subordinate its interest in such item, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the this Section 9.11 and any other applicable terms of the Loan Documents and Documents.
(d) Each Lender hereby authorizes the Collateral Agent or the Administrative Agents to take the actions required under this Section 9.109.11. The parties hereto acknowledge and agree that Without limiting such authorization, the requisite Lenders will timely confirm in writing the authority of the Collateral Agent or the Administrative Agent may rely conclusively Agents, as applicable, with respect to any of the matters described in action under this Section 9.10 and Section 11.09 (including as to its authority hereunder and thereunder) on a certificate or similar instrument provided to it by any Loan Party without further inquiry or investigation, which certificate shall be delivered to the Administrative Agent by the Loan Parties upon reasonable request9.11.
Appears in 4 contracts
Samples: Credit Agreement (Dynegy Inc /Il/), Credit Agreement (Dynegy Holdings Inc), Credit Agreement (Dynegy Inc /Il/)
Collateral and Guaranty Matters. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Administrative Agent, the Collateral Agent or Required Lenders in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Administrative Agent, the Collateral 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 of the Lenders. Each of the Administrative Agent and the Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any Collateral or Collateral Documents which may be necessary to create, perfect and maintain perfected security interests in and liens upon the Collateral granted pursuant to the Collateral Documents. Each of the Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably agree (and authorizes each of the Administrative Agent and to take all necessary or advisable actions to effectuate any of the Collateral Agent, at its option, and in its sole discretion:following):
(a) to enter into and sign for and on behalf of the Lenders as Secured Parties the Collateral Documents for the benefit of the Lenders and the other Secured Parties;
(b) to automatically release that any Lien on any property granted to or held by the Administrative Agent under any Loan Document shall be automatically released (i) upon expiration or termination of the Aggregate Commitments and payment in full of all Secured Obligations (other than Cash Management Obligations, Obligations not yet due and payable in respect of Secured Hedge Agreements, contingent obligations not yet due and Cash Collateralized or backstopped Letters of Credit(w) and the expiration or termination of all outstanding Letters of Credit (other than Letters of Credit which that have been Cash Collateralized or as to which other arrangements reasonably satisfactory to the Administrative Agent and the applicable L/C Issuers Issuer shall have been made, (x) Obligations under Secured Hedge Agreements, (y) Obligations under Secured Cash Management Agreements and (z) contingent indemnification obligations not yet accrued and payable) (the “Termination Date”), (ii) at the time the property subject to such Lien is sold or transferred otherwise disposed of or to be sold or transferred otherwise disposed of as part of or in connection with any Disposition to a non-Loan Party sale or other disposition permitted hereunder or under any other Loan DocumentDocument to any Person other than a Loan Party (whether as a Disposition or an Investment), (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to Section 9.10(d)clause (c) below or (v) if and to the extent such property constitutes an Excluded Asset;
(cb) to release or subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to another the holder of any Lien (i) permitted to exist on such property and (ii) expressly that constitutes an Excluded Asset or is permitted to be senior to the Liens of securing the Secured Parties Obligations by Section 7.01(i), (o), (u), (aa), (jj) (solely with respect to Liens securing Indebtedness permitted under this AgreementSection 7.03(s)), (kk), (ll), (mm), (pp), (vv) or, to the extent related to the foregoing, Section 7.01(dd); and
(dc) to release that any Subsidiary Guarantor shall be automatically released from its obligations under the Guaranty and the Collateral Documents if such Person ceases to be a Restricted Subsidiary or otherwise becomes an Excluded Subsidiary as a result of a transaction or designation permitted hereunderhereunder (including as a result of a Subsidiary Guarantor being designated as an Unrestricted Subsidiary); provided provided, however, that no such release shall occur if such Guarantor continues (after giving effect to the consummation of such transaction or designation) to be a guarantor in respect of the Existing Secured 2024 Notes and/or the Existing Secured 2025 Notes; provided, further, that the release of any Credit Subsidiary Guarantor from its obligations under this Agreement Refinancing Indebtednessif such Subsidiary Guarantor becomes an Excluded Subsidiary of the type described in clause (d) of the definition thereof pursuant to a Disposition of a portion of its Equity Interests to an Affiliate of the Borrower shall only be permitted if at the time such Subsidiary Guarantor becomes an Excluded Subsidiary of such type (1) no Specified Default shall have occurred and be outstanding, any Junior Financing or any Indebtedness incurred under Section 7.03(v). If and (2) after giving pro forma effect to such release and the consummation of the transaction that causes such Person to be an Excluded Subsidiary of such type, the Borrower is deemed to have made a new Investment in such Person (as if such Person were then newly acquired) and such Investment is permitted at such time; Upon request by the Administrative Agent requests at any time, the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents) will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.109.11; provided that the failure to provide or receive such confirmation shall not affect the effectiveness of any release or subordination otherwise permitted under this Agreement. In each case as specified in this Section 9.109.11, the Administrative applicable Agent will (and each Lender irrevocably authorizes the Administrative applicable Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such itemDocuments, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The parties hereto acknowledge 9.11; provided that, upon the reasonable request of the Administrative Agent with respect to any release or subordination under Section 9.11(a)(ii), (b) or (c), (x) the Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower certifying that such release or subordination is permitted (or not prohibited) under the terms of this Agreement (provided that the failure to deliver such certificate shall not affect the effectiveness of any such release or subordination otherwise permitted and/or provided for under this Agreement and agree that the other Loan Documents) and (y) unless and until expressly required to deliver documentation evidencing such release or subordination pursuant to the terms of the Loan Documents, by applicable Law or pursuant to judgment, decree, order, statute, rule of any Governmental Authority without any such a certification from a Responsible Officer of the Borrower reasonably requested by the Administrative Agent pursuant to preceding clause (x) (a “Release Certificate”), the Administrative Agent may rely conclusively as (but shall not be obligated to) reasonably condition the delivery of any documentation executed by it to evidence such release or subordination upon receipt of a Release Certificate. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the matters described in this Section 9.10 and Section 11.09 (including as to its authority hereunder and thereunder) on a Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate or similar instrument provided to it prepared by any Loan Party without further inquiry or investigationin connection therewith, which certificate nor shall be delivered to the Administrative Agent by be responsible or liable to the Loan Parties upon reasonable requestLenders for any failure to monitor or maintain any portion of the Collateral.
Appears in 3 contracts
Samples: Credit Agreement (Cincinnati Bell Inc), Credit Agreement (Cincinnati Bell Inc), Credit Agreement (Cincinnati Bell Inc)
Collateral and Guaranty Matters. (a) Each Lender hereby authorizes and directs Agent to enter into the Security Documents, the Sponsor Reimbursement Subordination Agreement and the Sponsor Subordinated Debt Subordination Agreement for the benefit of such Lender. Each Lender also authorizes Agent to enter into Subordination Agreements with respect to any other Subordinated Debt, whether in existence as of the Closing Date or created, incurred or assumed at any time following the Closing Date. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth hereinout in Section 14.8(a), any action taken by the Administrative Agent, the Collateral Agent or Required Lenders in accordance with the provisions of this Agreement or Agreement, the Collateral DocumentsSecurity Documents and any Subordination Agreement, and the exercise by the Administrative Agent, the Collateral Agent or Required Lenders of the powers set forth out herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Each of the Administrative Agent and the Collateral Agent is hereby authorized (but not obligated) on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, Lender from time to time time, to take any action with respect to any Collateral Collateral, the Security Documents or Collateral Documents any Subordination Agreement which may be necessary to create, (i) perfect and maintain perfected security interests in and liens the Liens upon the Collateral granted pursuant to the Collateral Security Documents. Each , (ii) subordinate any Subordinated Debt (and any Liens securing any such Subordinated Debt) to the Obligation (and the Liens securing the Obligation), and (iii) exercise Agent’s rights and remedies and enforce the covenants and obligations of any Loan Party or any holder of Subordinated Debt under any Subordination Agreement; provided, that Agent shall take any of the Lenders irrevocably foregoing actions if directed to do so by Required Lenders.
(b) Each Lender hereby authorizes each of the Administrative Agent and the Collateral Agent, at its option, option and in its sole discretion:
(a) , to enter into and sign for and on behalf of the Lenders as Secured Parties the Collateral Documents for the benefit of the Lenders and the other Secured Parties;
(b) to automatically release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) upon termination Payment in Full of the Aggregate Commitments and payment in full of all Secured Obligations (other than Cash Management Obligations, Obligations not yet due and payable in respect of Secured Hedge Agreements, contingent obligations not yet due and Cash Collateralized or backstopped Letters of Credit) and the expiration or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized or as to which other arrangements reasonably satisfactory to the Administrative Agent and the applicable L/C Issuers shall have been made)Obligation, (ii) at the time the property subject to such Lien that is sold or transferred or to be sold or transferred as part of or in connection with any Disposition to a non-Loan Party sale permitted hereunder or under any other Loan Document, (iii) subject to Section 10.0114.8(a), if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders or Lenders, (iv) if in connection with any foreclosure sale or other disposition of Collateral after the property subject to such Lien is occurrence of a Default, or (v) owned by a Guarantor, Guarantor upon release of such Guarantor from its obligations under its Guaranty guaranty pursuant to clause (c) below. Upon request by Agent at any time, each Lender will confirm in writing Agent’s authority to release its interest in particular types or items of Collateral pursuant to this Section 9.10(d);13.10.
(c) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to another Lien (i) permitted to exist on such property Each Lender hereby authorizes Agent, at its option and (ii) expressly permitted to be senior to the Liens of the Secured Parties under this Agreement; and
(d) in its discretion, to release any Guarantor from its obligations under the Guaranty guaranty if in the case of any Guarantor, such Person ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary a Guarantor hereunder as a result of a transaction or designation permitted hereunder; provided that no .
(d) Subject to subsections (b) and (c) above, Agent shall (and is hereby authorized by each Lender to) execute such documents as may be necessary to evidence the release shall occur if such Guarantor continues of the Liens granted to be a guarantor in respect Agent for the benefit of any Credit Agent and Lenders herein or pursuant to this Agreement Refinancing Indebtedness, any Junior Financing or any Indebtedness incurred under Section 7.03(v). If upon the Administrative Agent requests at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, applicable Collateral or to release any Guarantor from its obligations under the Guaranty guaranty pursuant to this Section 9.1013.10; provided, that (i) Agent shall not be required to execute any such document on terms which, in Agent’s opinion, would expose Agent to or create any liability or entail any consequence other than the release or subordination of such Liens or guaranty without recourse or warranty and (ii) such release shall not in any manner discharge, affect or impair the Obligation or any Liens upon any interests retained by the Loan Parties or any other Person, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In each case as specified in this Section 9.10, the Administrative Agent will (and each Lender irrevocably authorizes the Administrative Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release event of such item any sale or transfer of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such itemCollateral, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance any foreclosure with the terms of the Loan Documents and this Section 9.10. The parties hereto acknowledge and agree that the Administrative Agent may rely conclusively as respect to any of the matters described Collateral, Agent shall be authorized to deduct all expenses reasonably incurred by Agent from the proceeds of any such sale, transfer or foreclosure.
(e) Agent shall have no obligation whatsoever to any Lender or any other Person to ensure that the Collateral exists or is owned by a Loan Party or any other Person or is cared for, protected or insured or that the Liens granted to Agent herein or in any of the Security Documents or pursuant to this Agreement or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Agent in this Section 9.10 13.10 or in any of the Security Documents, it being understood and Section 11.09 (including agreed that in respect of the Collateral, or any act, omission or event related thereto, Agent may act in any manner it may deem appropriate, in its sole discretion, given Agent’s own interest in the Collateral as to its authority hereunder one of the Lenders and thereunder) on a certificate that Agent shall have no duty or similar instrument provided to it by any Loan Party without further inquiry or investigation, which certificate shall be delivered liability whatsoever to the Administrative Lenders.
(f) Each Lender hereby appoints Agent and each other Lender as agent for the purpose of perfecting such Lender’s security interest in assets which, in accordance with Article 9 of the UCC can be perfected only by the Loan Parties possession. Should any Lender (other than Agent) obtain possession of any such Collateral, such Lender shall notify Agent thereof and, promptly upon reasonable requestAgent’s request therefor, shall deliver such Collateral to Agent or in accordance with Agent’s instructions.
Appears in 3 contracts
Samples: Loan Agreement, Loan Agreement, Loan Agreement (YogaWorks, Inc.)
Collateral and Guaranty Matters. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Administrative Agent, the Collateral Agent or Required Lenders in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Administrative Agent, the Collateral 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 of the Lenders. Each of the Administrative Agent and the Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any Collateral or Collateral Documents which may be necessary to create, perfect and maintain perfected security interests in and liens upon the Collateral granted pursuant to the Collateral Documents. Each of the Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) and the Issuers irrevocably authorizes each of the Administrative Agent , and the Collateral Agent, at its option, and in its sole discretionAdministrative Agent agrees that it will:
(a) to enter into and sign for and on behalf of the Lenders as Secured Parties the Collateral Documents for the benefit of the Lenders and the other Secured Parties;
(b) to automatically release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all Secured Obligations (other than (x) obligations and liabilities under Secured Hedge Agreements as to which arrangements satisfactory to the applicable Hedge Bank (or, with respect to any Secured Hedge Agreement provided or arranged by Xxxxx Fargo or an Affiliate of Xxxxx Fargo, Xxxxx Fargo) shall have been made, (y) Cash Management Obligations, Obligations not yet due as to which arrangements satisfactory to the applicable Cash Management Bank shall have been made and payable in respect of Secured Hedge Agreements, (z) contingent indemnification obligations not yet due accrued and Cash Collateralized or backstopped Letters of Creditpayable) and the expiration or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized or as to which other arrangements reasonably satisfactory to the Administrative Agent and the each applicable L/C Issuers Issuer shall have been made, provided that the provision by the Borrower of (i) Cash Collateral (which, with the consent of the Administrative Agent, may be pledged directly to the applicable Issuer) or (ii) a backstop letter of credit from a financial institution acceptable to the applicable Issuer, in each case, in an aggregate amount equal to 101% of the maximum face amount of any such Letters of Credit shall be deemed to be an arrangement reasonably satisfactory to the Administrative Agent and the applicable Issuer), (ii) at the time the property subject to such Lien is sold or transferred or to be sold or transferred as part of or in connection with any Disposition to a non-Loan Party transfer permitted hereunder or under any other Loan DocumentDocument to any Person other than Holdings, the Borrower or any of its Domestic Subsidiaries that are Guarantors, (iii) subject to Section 10.0112.1, if the release of such Lien is approved, authorized or ratified in writing by the Required Requisite Lenders (or by each Lender, if required by Section 12.1(e)), (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) below or (v) in accordance with the last sentence of Section 9.10(d8.5(a);
(cb) to release or subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to another the holder of any Lien (i) permitted to exist on such property and (ii) expressly that is permitted to be senior to the Liens of the Secured Parties under this Agreement; andby Section 9.1(i);
(dc) to release any Guarantor from its obligations under the Guaranty if (i) in the case of any Subsidiary, such Person ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary as a result of a transaction or designation permitted hereunder or (ii) in the case of Holdings, as a result of a transaction permitted hereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of any Credit Agreement Refinancing Indebtednessthe First Lien Term Facility, Second Lien Term Facility or any Junior Financing or Financing; and
(d) if any Indebtedness incurred under Section 7.03(vGuarantor shall cease to be a Material Subsidiary (as certified in writing by a Responsible Officer). If , and the Borrower notifies the Administrative Agent requests in writing that it wishes such Guarantor to be released from its obligations under the Guaranty and provides the Administrative Agent such certifications or documents as the Administrative Agent shall reasonably request, (i) release such Subsidiary from its obligations under the Guaranty and (ii) release any Liens granted by such Subsidiary or Liens on the Equity Interests of such Subsidiary; provided that no such release shall occur if such Subsidiary continues to be a guarantor in respect of the First Lien Term Facility, the Second Lien Term Facility or any other Junior Financing. Upon request by the Administrative Agent at any time, the Required Requisite Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.1011.11. In each case as specified in this Section 9.1011.11, the Administrative Agent will (and each Lender irrevocably authorizes the Administrative Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents and take all other actions as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such itemDocuments, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The parties hereto acknowledge and agree that the Administrative Agent may rely conclusively as to any of the matters described in this Section 9.10 and Section 11.09 (including as to its authority hereunder and thereunder) on a certificate or similar instrument provided to it by any Loan Party without further inquiry or investigation, which certificate shall be delivered to the Administrative Agent by the Loan Parties upon reasonable request11.11.
Appears in 3 contracts
Samples: Credit Agreement (BJ's Wholesale Club Holdings, Inc.), Credit Agreement (BJ's Wholesale Club Holdings, Inc.), Credit Agreement (BJ's Wholesale Club Holdings, Inc.)
Collateral and Guaranty Matters. Each Lender hereby agrees, and each holder of any Note by the its acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Administrative Agent, the Collateral Agent or Required Lenders in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Administrative Agent, the Collateral 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 of the Lenders. Each of the The Administrative Agent and the Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to the occurrence and continuance of an Event of Default, to take any action with respect to any Collateral or Collateral Documents which may be necessary to create, perfect and maintain perfected security interests in and liens upon the Collateral granted pursuant to the Collateral Documents. Each Without limiting the provisions of Section 9.09, each of the Lenders (including in its capacities as a potential Qualified Counterparty) and each Issuing Bank irrevocably authorizes each of authorize the Administrative Agent and the Collateral Agent, at its option, and in its sole discretion:discretion (other than releases described in clauses (b) and (d) below which shall not be optional or discretionary):
(a) to enter into and sign for and on behalf of the Lenders Lenders, as Secured Parties Parties, the Collateral Documents (including any subordination or intercreditor agreements with respect to Indebtedness and Liens permitted under this Agreement to the extent the Administrative Agent is otherwise contemplated herein as being a party to such intercreditor or subordination agreement) for the benefit of the Lenders and the other Secured Parties;
(b) to automatically release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) upon termination of the Aggregate Total Revolving Credit Commitments and payment in full of all Secured Obligations (other than Cash Management Obligations, Obligations not yet due and payable in respect of Secured Hedge Agreements, contingent obligations not yet due and Cash Collateralized or backstopped Letters of Creditindemnification obligations) and the expiration or termination of all Letters of Credit (other than Letters of Credit which have been that are Cash Collateralized or as to which other arrangements back-stopped by a letter of credit in form and substance reasonably satisfactory to the Administrative Agent and the applicable L/C Issuers Issuing Bank or a deemed reissuance under another facility as to which other arrangements satisfactory to the Administrative Agent and the applicable Issuing Bank shall have been made), (ii) at the time the property subject to such Lien is sold or transferred Disposed or to be sold or transferred Disposed (to a Person that is not a Loan Party) as part of or in connection with any Disposition to a non-Loan Party permitted hereunder or under any other Loan Document, (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders or Lenders, (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (d) below or Section 9.10(d)11.09 or (v) if the property subject to such Lien constitutes Excluded Assets;
(c) to release or subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to another the holder of any Lien (i) permitted to exist on such property and (iithat is permitted by Section 7.01(u) expressly permitted to be senior to the Liens extent required by the holder of, or pursuant to the terms of any agreement governing, the Secured Parties under this Agreementobligations secured by such Liens; and
(d) to release any Guarantor from its obligations under this Agreement (including the Guaranty if such Person ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary as a result of a transaction or designation permitted hereunder; provided that no such release shall occur Guaranty) if such Guarantor continues to be becomes a guarantor Released Guarantor in respect of any Credit Agreement Refinancing Indebtedness, any Junior Financing or any Indebtedness incurred under accordance with Section 7.03(v)11.09. If Upon request by the Administrative Agent requests at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will (and each Lender irrevocably authorizes the Administrative Agent to), at the Borrower’s Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The parties hereto acknowledge and agree that Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by the Borrowers or any of its Restricted Subsidiaries in connection therewith, nor shall the Administrative Agent may rely conclusively as be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the matters described in this Section 9.10 and Section 11.09 (including as to its authority hereunder and thereunder) on a certificate or similar instrument provided to it by any Loan Party without further inquiry or investigation, which certificate shall be delivered to the Administrative Agent by the Loan Parties upon reasonable requestCollateral.
Appears in 3 contracts
Samples: Abl Credit Agreement (Option Care Health, Inc.), Abl Credit Agreement (Option Care Health, Inc.), Abl Credit Agreement (Option Care Health, Inc.)
Collateral and Guaranty Matters. Each Lender hereby agrees, The Lenders and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by L/C Issuer irrevocably authorize the Administrative Agent, the Collateral Agent or Required Lenders in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Administrative Agent, the Collateral 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 of the Lenders. Each of the Administrative Agent and the Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any Collateral or Collateral Documents which may be necessary to create, perfect and maintain perfected security interests in and liens upon the Collateral granted pursuant to the Collateral Documents. Each of the Lenders irrevocably authorizes each of the Administrative Agent and the Collateral Agent, at its option, option and in its sole discretion:,
(a) to enter into and sign for and on behalf of the Lenders as Secured Parties the Collateral Documents for the benefit of the Lenders and the other Secured Parties;
(b) to automatically release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) upon termination of the Aggregate Commitments Revolving Credit Facility and payment in full of all Secured Obligations (other than (A) contingent indemnification obligations and (B) obligations and liabilities under Specified Cash Management Obligations, Obligations not yet due Agreements and payable in respect of Secured Specified Hedge Agreements, contingent obligations not yet due and Cash Collateralized or backstopped Letters of Credit) and the expiration or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized or as to which other arrangements reasonably satisfactory to the Administrative Agent and the applicable L/C Issuers Issuer shall have been made), (ii) at the time the property subject to such Lien that is sold or transferred or to be sold or transferred as part of or in connection with any Disposition to a non-Loan Party sale permitted hereunder or under any other Loan DocumentDocument to a Person that is not a Loan Party, or (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders or the Required Revolving Credit Lenders, as applicable;
(ivb) if the property subject with respect to such Lien any Subsidiary who is owned by a Guarantor, upon release of such Subsidiary Guarantor from its obligations under its Guaranty or whose Equity Interests have been pledged pursuant to Section 9.10(dthe Foreign Subsidiary Pledge Documents, the Administrative Agent may release such guaranty or pledge if such Subsidiary ceases to be a Subsidiary or becomes an Excluded Pledge Subsidiary (or becomes a Domestic Subsidiary that is treated as a disregarded entity for U.S. federal income tax purposes and that owns directly or indirectly through one or more flow-through entities no material assets other than the Equity Interests of one or more Foreign Subsidiaries that are controlled foreign corporations, in which case, 35% of the Equity interests in such Subsidiary shall be released from the pledge), an Excluded Domestic Guaranty Subsidiary or an Excluded Foreign Guaranty Subsidiary, as applicable, in each case in a transaction permitted hereunder;
(c) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to another the holder of any Lien (i) permitted to exist on such property and (ii) expressly that is permitted to be senior to the Liens of the Secured Parties under this Agreement; andby Section 7.01(i);
(d) to release any Subsidiary Guarantor from its obligations under the any Subsidiary Guaranty if such Person ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary as a result of a transaction or designation permitted hereunder; provided that no such and
(e) subject to Section 10.01(i), to the extent not otherwise contemplated by this Section 9.10, terminate any Foreign Subsidiary Pledge Document (other than the U.S. Security Agreement) and release shall occur if such Guarantor continues the Liens created thereunder in connection with (A) any Redesignation pursuant to be a guarantor in respect clause (A) of the last sentence of Section 6.13(g) and (B) any notice of release with the consent of the Required Revolving Credit Agreement Refinancing Indebtedness, any Junior Financing or any Indebtedness incurred under Lenders pursuant to clause (B) of the last sentence Section 7.03(v6.13(g). If Upon request by the Administrative Agent requests at any time, the Required Lenders (or Required Revolving Credit Lenders, as applicable) will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Guaranty Guaranties (or XXX Xxxxx Pledge Documents, as applicable) pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will (and each Lender irrevocably authorizes the Administrative Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The parties hereto acknowledge and agree that the Administrative Agent may rely conclusively as to any of the matters described in this Section 9.10 and Section 11.09 (including as to its authority hereunder and thereunder) on a certificate or similar instrument provided to it by any Loan Party without further inquiry or investigation, which certificate shall be delivered to the Administrative Agent by the Loan Parties upon reasonable request.
Appears in 3 contracts
Samples: Credit Agreement (WEX Inc.), Credit Agreement (WEX Inc.), Restatement Agreement (WEX Inc.)
Collateral and Guaranty Matters. Each Lender (a) The Lenders hereby agreesirrevocably authorize (and by entering into a Bank Product Agreement, and each holder of any Note by the acceptance thereof will Bank Product Provider shall be deemed to agree, that, except as otherwise set forth herein, any action taken by the Administrative Agent, the Collateral authorize) Agent or Required Lenders in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Administrative Agent, the Collateral 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 of the Lenders. Each of the Administrative Agent and the Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any Collateral or Collateral Documents which may be necessary to create, perfect and maintain perfected security interests in and liens upon the Collateral granted pursuant to the Collateral Documents. Each of the Lenders irrevocably authorizes each of the Administrative Agent and the Collateral Agent, at its option, and in its sole discretion:
(a) to enter into and sign for and on behalf of the Lenders as Secured Parties the Collateral Documents for the benefit of the Lenders and the other Secured Parties;
(b) to automatically release any Lien on any property granted to or held by the Administrative Agent under any Loan Document Collateral (i) upon the termination of the Aggregate Commitments and payment and satisfaction in full by Borrower of all Secured of the Obligations (other than Cash Management Obligations, Obligations not yet due (A) contingent indemnification obligations and payable in respect of Secured Hedge Agreements, contingent (B) obligations not yet due and Cash Collateralized or backstopped Letters of Creditliabilities under Bank Products as to which arrangements satisfactory to the applicable Bank Product Provider shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized or as to which other arrangements reasonably satisfactory to the Administrative Agent and the applicable L/C Issuers Issuing Lender shall have been made), (ii) at the time the constituting property subject to such Lien is being sold or transferred disposed of if a release is required or to be sold or transferred as part of or desirable in connection with therewith and if Borrower certifies to Agent that the Disposition is permitted under Section 6.4 (and Agent may rely conclusively on any Disposition to a non-Loan Party permitted hereunder or under any other Loan Documentsuch certificate, without further inquiry), (iii) subject to Section 10.01constituting property in which Borrower or its Subsidiaries owned no interest at the time Agent’s Lien was granted nor at any time thereafter, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders or (iv) if the constituting property subject leased or licensed to such Lien Borrower or its Subsidiaries under a lease or license that has expired or is owned by terminated in a Guarantortransaction permitted under this Agreement, upon release (v) in connection with a credit bid or purchase authorized under this Section 15.11 or (vi) constituting property of such a Guarantor that is released from its obligations under its Guaranty pursuant to Section 9.10(d);
(c) to subordinate any Lien on any property granted to or held the Loan Documents by the Administrative Agent under any Loan Document to another Lien (i) permitted to exist on reason of such property and (ii) expressly permitted Person ceasing to be senior a Subsidiary as a result of a transaction permitted under the Loan Documents. The Lenders hereby irrevocably authorize (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to the Liens of the Secured Parties under this Agreement; and
(dauthorize) Agent to release any Guarantor from its obligations under the Guaranty any Loan Documents if such Person ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted under the Loan Documents. The Loan Parties and the Lenders hereby irrevocably authorize (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to authorize) Agent, based upon the instruction of the Required Lenders, to (a) consent to the sale of, credit bid, or designation permitted hereunder; provided that no purchase (either directly or indirectly through one or more entities) all or any portion of the Collateral at any sale thereof conducted under the provisions of the Bankruptcy Code, including Section 363 of the Bankruptcy Code, (b) credit bid or purchase (either directly or indirectly through one or more entities) all or any portion of the Collateral at any sale or other Disposition thereof conducted under the provisions of the Code, including pursuant to Sections 9-610 or 9-620 of the Code, or (c) credit bid or purchase (either directly or indirectly through one or more entities) all or any portion of the Collateral at any other sale or foreclosure conducted or consented to by Agent in accordance with applicable law in any judicial action or proceeding or by the exercise of any legal or equitable remedy. In connection with any such release credit bid or purchase, (i) the Obligations owed to the Lenders and the Bank Product Providers shall occur be entitled to be, and shall be, credit bid on a ratable basis (with Obligations with respect to contingent or unliquidated claims being estimated for such purpose if the fixing or liquidation thereof would not impair or unduly delay the ability of Agent to credit bid or purchase at such sale or other Disposition of the Collateral and, if such Guarantor continues contingent or unliquidated claims cannot be estimated without impairing or unduly delaying the ability of Agent to credit bid at such sale or other Disposition, then such claims shall be a guarantor disregarded, not credit bid, and not entitled to any interest in respect the Collateral that is the subject of such credit bid or purchase) and the Lenders and the Bank Product Providers whose Obligations are credit bid shall be entitled to receive interests (ratably based upon the proportion of their Obligations credit bid in relation to the aggregate amount of Obligations so credit bid) in the Collateral that is the subject of such credit bid or purchase (or in the Equity Interests of any Credit Agreement Refinancing Indebtednessentities that are used to consummate such credit bid or purchase), and (ii) Agent, based upon the instruction of the Required Lenders, may accept non-cash consideration, including debt and equity securities issued by any Junior Financing entities used to consummate such credit bid or purchase and in connection therewith Agent may reduce the Obligations owed to the Lenders and the Bank Product Providers (ratably based upon the proportion of their Obligations credit bid in relation to the aggregate amount of Obligations so credit bid) based upon the value of such non-cash consideration. Except as provided above, Agent will not execute and deliver a release of any Indebtedness incurred under Section 7.03(vLien on any Collateral without the prior written authorization of (y) if the release is of all or substantially all of the Collateral, all of the Lenders (without requiring the authorization of the Bank Product Providers), or (z) otherwise, the Required Lenders (without requiring the authorization of the Bank Product Providers). If the Administrative Upon request by Agent requests or Borrower at any time, the Required Lenders will (and if so requested, the Bank Product Providers will) confirm in writing the Administrative Agent’s authority to release or subordinate its interest in any such Liens on particular types or items of property, or to release any Guarantor from its obligations under the Guaranty Collateral pursuant to this Section 9.10. In each case as specified in this Section 9.1015.11; provided, the Administrative Agent will that (and each Lender irrevocably authorizes the Administrative Agent to), at the Borrower’s expense, execute and deliver 1) anything to the applicable contrary contained in any of the Loan Party such documents as such Loan Party may reasonably request Documents notwithstanding, Agent shall not be required to execute any document or take any action necessary to evidence such release on terms that, in Agent’s opinion, could expose Agent to liability or create any obligation or entail any consequence other than the release of such item Lien without recourse, representation, or warranty, and (2) such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly released) upon (or obligations of Collateral from Borrower in respect of) any and all interests retained by Borrower, including, the assignment proceeds of any sale, all of which shall continue to constitute part of the Collateral. Each Lender further hereby irrevocably authorize (and security interest by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to irrevocably authorize) Agent, at its option and in its sole discretion, to subordinate any Lien granted to or held by Agent under any Loan Document to the holder of any Permitted Lien on such property if such Permitted Lien secures Permitted Purchase Money Indebtedness.
(b) Agent shall have no obligation whatsoever to any of the Lenders (or the Bank Product Providers) (i) to verify or assure that the Collateral Documents exists or is owned by Borrower or its Subsidiaries or is cared for, protected, or insured or has been encumbered, (ii) to subordinate its interest verify or assure that Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or (iii) to exercise at all or in such itemany particular manner or under any duty of care, disclosure or fidelity, or to evidence continue exercising, any of the release of such Guarantor from its obligations under the Guarantyrights, in each case in accordance with the terms authorities and powers granted or available to Agent pursuant to any of the Loan Documents Documents, it being understood and this Section 9.10. The parties hereto acknowledge agreed that in respect of the Collateral, or any act, omission, or event related thereto, subject to the terms and agree that the Administrative conditions contained herein, Agent may rely conclusively act in any manner it may deem appropriate, in its sole discretion given Agent’s own interest in the Collateral in its capacity as one of the Lenders and that Agent shall have no other duty or liability whatsoever to any Lender (or Bank Product Provider) as to any of the matters described in this Section 9.10 and Section 11.09 (including foregoing, except as to its authority hereunder and thereunder) on a certificate or similar instrument otherwise expressly provided to it by any Loan Party without further inquiry or investigation, which certificate shall be delivered to the Administrative Agent by the Loan Parties upon reasonable requestherein.
Appears in 3 contracts
Samples: Credit Agreement (Quanex Building Products CORP), Credit Agreement (Quanex Building Products CORP), Credit Agreement (Quanex Building Products CORP)
Collateral and Guaranty Matters. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Administrative Agent, the Collateral Agent or Required Lenders in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Administrative Agent, the Collateral 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 of the Lenders. Each of the Administrative Agent and the Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any Collateral or Collateral Documents which may be necessary to create, perfect and maintain perfected security interests in and liens upon the Collateral granted pursuant to the Collateral Documents. Each of the The Lenders irrevocably authorizes each of the Administrative Agent and the Collateral Agent, at its option, and in its sole discretionagree:
(a) to enter into and sign for and on behalf of the Lenders as Secured Parties the Collateral Documents for the benefit of the Lenders and the other Secured Parties;
(b) to automatically release that any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document shall be automatically released (i) upon termination of the Aggregate Commitments and payment in full of all Secured Obligations (other than Cash Management Obligations, Obligations not yet due contingent indemnification obligations and payable in respect of Secured Hedge Agreements, other contingent obligations not yet due accrued and Cash Collateralized or backstopped Letters of Credit) and the expiration or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized or as to which other arrangements reasonably satisfactory to the Administrative Agent and the applicable L/C Issuers shall have been madepayable), (ii) at the time the property subject to such Lien is sold or transferred or to be sold or transferred as part of or in connection with any Disposition to a non-Loan Party transfer permitted hereunder or under any other Loan DocumentDocument to any Person other than any other Loan Party, (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders or Lenders, (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to Section 9.10(d)clause (c) below or (v) if the property subject to such Lien becomes Excluded Property;
(cb) to release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to another the holder of any Lien (i) permitted to exist on such property that is permitted by Sections 7.01(i) and (ii) expressly permitted to be senior to the Liens of the Secured Parties under this Agreement; ando);
(dc) to release if any Subsidiary Guarantor from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary Subsidiary, or becomes an Excluded Subsidiary Subsidiary, in each case as a result of a transaction or designation permitted hereunder; provided that no such release shall occur if such Guarantor continues hereunder (as certified in writing delivered to be a guarantor in respect of any Credit Agreement Refinancing Indebtedness, any Junior Financing or any Indebtedness incurred under Section 7.03(v). If the Administrative Agent requests by a Responsible Officer of the Borrower), (x) such Subsidiary shall be automatically released from its obligations under the Guaranty and (y) any Liens granted by such Subsidiary or Liens on the Equity Interests of such Subsidiary (to the extent such Equity Interests have become Excluded Property or are being transferred to a Person that is not a Loan Party) shall be automatically released. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.109.11. In each case as specified in this Section 9.109.11, the Administrative Agent will promptly (and each Lender irrevocably authorizes the Administrative Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such itemDocuments, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.109.11. The parties hereto acknowledge and agree that Prior to releasing or subordinating its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.11, the Administrative Agent may rely conclusively as and/or the Collateral Agent shall be entitled to receive a certificate of a Responsible Officer of the Borrower stating that such actions are permitted under this Agreement. Neither the Administrative Agent nor the Collateral Agent shall be liable for any such release undertaken in reliance upon any such certificate of a Responsible Officer of the Borrower. The Collateral Agent shall have no obligation whatsoever to the Lenders or to any of other Person to assure that the matters described in this Section 9.10 and Section 11.09 (including as to its authority hereunder and thereunder) on a certificate Collateral exists or similar instrument provided to it is owned by any Loan Party without further inquiry or investigationis cared for, which certificate shall be delivered protected or insured or that the Liens granted to the Administrative Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.11 or in any of the Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by the Loan Parties upon reasonable requesta court of competent jurisdiction in a final and non-appealable decision).
Appears in 3 contracts
Samples: Credit Agreement (Utz Brands, Inc.), Bridge Credit Agreement (Utz Brands, Inc.), First Lien Term Loan Credit Agreement (Collier Creek Holdings)
Collateral and Guaranty Matters. Each Lender hereby agreesWithout limiting the provisions of Section 9.09, the Lenders (including in its capacities as a potential Cash Management Bank and each holder of any Note by a potential Hedge Bank) and the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by L/C Issuers irrevocably authorize the Administrative Agent, the Collateral Agent or Required Lenders in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Administrative Agent, the Collateral 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 of the Lenders. Each of the Administrative Agent and the Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any Collateral or Collateral Documents which may be necessary to create, perfect and maintain perfected security interests in and liens upon the Collateral granted pursuant to the Collateral Documents. Each of the Lenders irrevocably authorizes each of the Administrative Agent and the Collateral Agent, at its option, option and in its sole discretion:,
(a) to enter into and sign for and on behalf of the Lenders as Secured Parties the Collateral Documents for the benefit of the Lenders and the other Secured Parties;
(b) to automatically release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all Secured Obligations (other than (A) contingent indemnification obligations and (B) obligations and liabilities under Secured Cash Management Obligations, Obligations not yet due Agreements and payable in respect of Secured Hedge Agreements, contingent obligations not yet due and Agreements as to which arrangements satisfactory to the applicable Cash Collateralized Management Bank or backstopped Letters of CreditHedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized or as to which other arrangements reasonably satisfactory to the Administrative Agent and the applicable L/C Issuers Issuer shall have been made), (ii) at the time the that is owned by a Restricted Subsidiary that is designated as an Unrestricted Subsidiary, (iii) property subject to such Lien constituting Excluded Assets, (iv) that is sold or transferred Disposed of or to be sold or transferred Disposed of as part of or in connection with any Disposition to a non-Loan Party permitted hereunder or under any other Loan Document, or (iiiv) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders or, to the extent such release is of all or (iv) if substantially all of the property subject to such Lien is owned Collateral, all the Lenders as required by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to Section 9.10(d10.01(h);
(cb) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to another the holder of any Lien (i) permitted to exist on such property and (ii) expressly that is permitted to be senior to the Liens of the Secured Parties under this Agreementby Section 7.01(i); and
(dc) to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary as a result of a transaction or designation permitted hereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of any Credit Agreement Refinancing Indebtedness, any Junior Financing or any Indebtedness incurred under Section 7.03(v). If Upon request by the Administrative Agent requests at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will (and each Lender irrevocably authorizes the Administrative Agent to)will, at the Borrower’s Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Security Documents or to subordinate its interest in such item, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10. 9.10 The parties hereto acknowledge and agree that Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent may rely conclusively as to Agent’s Lien thereon, or any of the matters described in this Section 9.10 and Section 11.09 (including as to its authority hereunder and thereunder) on a certificate or similar instrument provided to it prepared by any Loan Party without further inquiry or investigationin connection therewith, which certificate nor shall be delivered to the Administrative Agent by be responsible or liable to the Loan Parties upon reasonable requestLenders for any failure to monitor or maintain any portion of the Collateral.
Appears in 3 contracts
Samples: Credit Agreement (Global Partners Lp), Credit Agreement (Global Partners Lp), Credit Agreement (Global Partners Lp)
Collateral and Guaranty Matters. Each Lender (including in its capacities as Lender Counterparties) hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Administrative Agent, the Collateral Agent or Required Lenders in accordance with the provisions of this Agreement or the Collateral Security Documents, and the exercise by the Administrative Agent, the Collateral 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 of the Lenders. Each of the Administrative Agent Lenders and the Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any Collateral or Collateral Documents which may be necessary to create, perfect and maintain perfected security interests in and liens upon the Collateral granted pursuant to the Collateral Documents. Each of the Lenders Lender Counterparties irrevocably authorizes authorize each of the Administrative Agent and the Collateral Agent, at its option, and in its sole discretion:,
(a) to enter into and sign for and on behalf of the Lenders as Secured Parties the Collateral Documents for the benefit of the Lenders and the other Secured Parties;
(b) to automatically release any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent (or any sub-agent thereof) under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all Secured Obligations (other than Cash Management Obligations, Obligations not yet due and payable in respect of Secured Hedge Agreements, contingent obligations not yet due and Cash Collateralized or backstopped Letters of Credit) and the expiration or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized or as to which other arrangements reasonably satisfactory to the Administrative Agent and the applicable L/C Issuers shall have been made)Termination Date, (ii) at the time the property subject to such Lien that is sold or transferred or to be sold or transferred as part of or in connection with any Disposition to a non-Loan Party sale or other transfer permitted hereunder or under any other Loan DocumentDocument to a Person that is not a Loan Party or in connection with the designation of any Restricted Subsidiary as an Unrestricted Subsidiary, (iii) subject to Section 10.01that constitutes Excluded Property, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders or (iv) if the property subject to such Lien is owned by a GuarantorLoan Party, upon the release of such Loan Party from its Guaranty otherwise in accordance with the Loan Documents, (v) as to the extent, if any, provided in the Security Documents, (vi) to the extent such Collateral is comprised of property leased to a Loan Party or (vii) if approved, authorized or ratified in writing in accordance with Section 9.02;
(b) to release any Guarantor from its obligations under its the Guaranty pursuant if such Person ceases to Section 9.10(d)be a Restricted Subsidiary (or becomes an Excluded Subsidiary) as a result of a transaction or designation permitted hereunder;
(c) to subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to another the holder of any Lien on such property that is permitted under Section 6.02(c), Section 6.02(d), Section 6.02(e) and Section 6.02(t);
(d) enter into subordination or intercreditor agreements with respect to Indebtedness to the extent the Administrative Agent or Collateral Agent is otherwise contemplated herein as being a party to such intercreditor or subordination agreement, in each case to the extent such agreements are substantially consistent with the terms set forth on (i) permitted to exist on such property Exhibit K-1 or K-2 annexed hereto together with (A) any immaterial changes and (iiB) expressly changes implementing additional extensions of credit permitted under this Agreement, in each case in form and substance reasonably satisfactory to the Administrative Agent and/or Collateral Agent (it being understood that junior Liens are not required to be senior pari passu with other junior Liens, and that Indebtedness secured by junior Liens may secured by Liens that are pari passu with, or junior in priority to, other Liens that are junior to the Liens of securing the Secured Parties under this AgreementObligations); and
(de) to release any Guarantor from its obligations under enter into and sign for and on behalf of the Guaranty if such Person ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary Lenders as a result Secured Parties the Security Documents for the benefit of a transaction or designation permitted hereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of any Credit Agreement Refinancing Indebtedness, any Junior Financing or any Indebtedness incurred under Section 7.03(v)the Lenders and the other Secured Parties. If Upon request by the Administrative Agent requests or the Collateral Agent at any time, the Required Lenders (or such greater or fewer number of Lenders as may be required pursuant to Section 9.02(b)(v) or (vi)) will confirm in writing the Administrative Agent’s or the Collateral Agent’s, as the case may be, authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor Loan Party from its obligations under the Guaranty pursuant to this Section 9.108.09. In each case as specified in this Section 9.108.09, the Administrative Agent and the Collateral Agent will (and each Lender irrevocably hereby authorizes the Administrative Agent and the Collateral Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Security Documents or to subordinate its interest in such item, or to evidence the release of such Guarantor Loan Party from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The parties hereto acknowledge and agree that the Administrative Agent may rely conclusively as to any of the matters described in this Section 9.10 and Section 11.09 (including as to its authority hereunder and thereunder) on a certificate or similar instrument provided to it by any Loan Party without further inquiry or investigation, which certificate shall be delivered to the Administrative Agent by the Loan Parties upon reasonable request8.09.
Appears in 3 contracts
Samples: Credit Agreement (Seattle SpinCo, Inc.), Credit Agreement (Micro Focus International PLC), Credit Agreement (Micro Focus International PLC)
Collateral and Guaranty Matters. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Administrative Agent, the Collateral Agent or Required Lenders in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Administrative Agent, the Collateral 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 of the Lenders. Each of the (a) The Administrative Agent and the Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lendersuch Lenders, from time to time time, to take any action actions with respect to any Springing Lien Collateral or Collateral Documents Agreements which may be necessary to create, perfect and maintain perfected security interests in and liens the Liens upon the Springing Lien Collateral granted pursuant to the Collateral DocumentsAgreements. Each of the Lenders irrevocably authorizes each of the The Administrative Agent and the Collateral Agent, at its option, and in its sole discretion:
is further authorized (abut not obligated) to enter into and sign for and on behalf of the Lenders, without the necessity of any notice to or further consent from the Lenders, from time to time, to take any action in exigent circumstances as may be reasonably necessary to preserve any rights or privileges of the Lenders as Secured Parties under the Collateral Documents for Agreements. By accepting the benefit of the Lenders and Liens granted pursuant to the other Secured Parties;Collateral Agreements, each Lender hereby agrees to the terms of this paragraph (a).
(b) The Lenders hereby, irrevocably authorize the Administrative Agent to automatically (i) terminate and release any Lien on any property granted to or held by the Administrative Agent under upon any Loan Document Springing Lien Collateral (ia) upon termination of the Aggregate Commitments and payment in full of all Secured Obligations (other than Cash Management ObligationsCommitments, Obligations not yet due and payable in respect of Secured Hedge Agreements, contingent obligations not yet due and Cash Collateralized termination or backstopped Letters of Credit) and the expiration or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized or as to which other arrangements reasonably satisfactory to the Administrative Agent and the applicable each L/C Issuers shall Issuer in its sole discretion have been made), and the payment in full of all outstanding Obligations payable under this Agreement and under any other Loan Document (iiother than contingent indemnification obligations); (b) at the time the constituting property subject to such Lien is sold or transferred or to be sold or transferred disposed of as part of or in connection with any Disposition to a non-Loan Party disposition permitted hereunder under this Agreement or under any other Loan Document, (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders or (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to Section 9.10(d);
; (c) pursuant to subordinate terms and conditions of any provision of this Agreement providing for a Lien on any release with respect to such Springing Lien Collateral; or (d) constituting property granted leased to or held by the Administrative Agent under any Loan Document Party under a lease which has expired or has been terminated in a transaction not prohibited by this Agreement or is about to another Lien (i) permitted expire and which has not been, and is not intended by such Loan Party to exist on such property be, renewed or extended; and (ii) expressly permitted to be senior to the Liens of the Secured Parties under this Agreement; and
(d) to release any a Subsidiary Guarantor from its obligations under the Guaranty Subsidiary Guarantee and any other applicable Loan Document if such Person ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary as a result of a transaction or designation permitted hereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect not prohibited by this Agreement. Upon the request of any Credit Agreement Refinancing Indebtedness, any Junior Financing or any Indebtedness incurred under Section 7.03(v). If the Administrative Agent requests at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty Springing Lien Collateral pursuant to this Section 9.10. In each case as specified paragraph (b).
(c) Notwithstanding anything contained in this Section 9.10any of the Loan Documents to the contrary, the Loan Parties, the Administrative Agent will (Agent, and each Lender irrevocably authorizes hereby agree that no Lender shall have any right individually to realize upon any of the Springing Lien Collateral or to enforce the Subsidiary Guarantee, it being understood and agreed that all powers, rights and remedies hereunder and under the Loan Documents may be exercised solely by Administrative Agent to), at on behalf of the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case Lenders in accordance with the terms of hereof and the other Loan Documents and this Section 9.10. The parties hereto acknowledge and agree Documents; provided, however, that the foregoing shall not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) any L/C Issuer or the Swing Line Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as L/C Issuer or Swing Line Lender, as the case may rely conclusively as be) hereunder and under the other Loan Documents, (c) any Lender from exercising setoff rights in accordance with Section 10.09 (subject to the terms of Section 2.13), or (d) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any Debtor Relief Law; and provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Section 8.02 and (ii) in addition to the matters set forth in clauses (b), (c) and (d) of the matters described in this preceding proviso and subject to Section 9.10 2.13, any Lender may, with the consent of the Required Lenders, enforce any rights and Section 11.09 (including as to its authority hereunder and thereunder) on a certificate or similar instrument provided remedies available to it and as authorized by the Required Lenders. By accepting the benefit of the Liens granted pursuant to the Collateral Agreements, each Lender hereby agrees to the terms of this paragraph (c).
(d) The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Springing Lien Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party without further inquiry or investigationin connection therewith, which certificate nor shall be delivered to the Administrative Agent by be responsible or liable to the Loan Parties upon reasonable requestLenders for any failure to monitor or maintain any portion of the Collateral.
Appears in 3 contracts
Samples: Credit Agreement (Enbridge Energy Partners Lp), Credit Agreement (Midcoast Energy Partners, L.P.), Credit Agreement (Midcoast Energy Partners, L.P.)
Collateral and Guaranty Matters. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Administrative Agent, the Collateral Agent or Required Lenders in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Administrative Agent, the Collateral 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 of the Lenders. Each of the Administrative Agent and the Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any Collateral or Collateral Documents which may be necessary to create, perfect and maintain perfected security interests in and liens upon the Collateral granted pursuant to the Collateral Documents. (a) Each of the Lenders irrevocably authorizes each of the Administrative Disbursing Agent and the Collateral Agent, at its option, and in its sole discretionAgent to:
(ai) to enter into and sign for and on behalf of the Lenders as Secured Parties the Collateral Documents for the benefit of the Lenders and the other Secured Parties;
(b) to automatically release any Lien on any property granted to or held by the Administrative Collateral Agent under any Loan Document (ix) upon termination of the Aggregate Commitments and payment Payment in full of all Secured Obligations (other than Cash Management Obligations, Obligations not yet due and payable in respect of Secured Hedge Agreements, contingent obligations not yet due and Cash Collateralized or backstopped Letters of Credit) and the expiration or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized or as to which other arrangements reasonably satisfactory to the Administrative Agent and the applicable L/C Issuers shall have been made)Full, (iiy) at the time the property subject to such Lien that is sold or transferred or to be sold or transferred otherwise disposed of as part of or in connection with any sale or other Disposition to a non-permitted under the Loan Party permitted hereunder Documents or under any other Loan Document, (iiiz) subject to Section 10.019.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders or (iv) if the property subject to such Lien is owned by a Guarantor, upon release other number or percentage of such Guarantor from its obligations under its Guaranty pursuant to Section 9.10(d)Lenders required hereby;
(cii) to subordinate any Lien on any property granted to or held by the Administrative Collateral Agent under any Loan Document to another the holder of any Lien (i) permitted to exist on such property and (ii) expressly that is permitted to be senior to the Liens of the Secured Parties under this Agreementby Section 6.02(h); and
(diii) to release any Guarantor from its obligations under the Guaranty Guarantee and Collateral Agreement (x) upon Payment in Full or (y) if such Person Guarantor ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary as a result of a transaction or designation permitted hereunder; provided that no under and in accordance with the Loan Documents. Any such release of guarantee obligations or security interests shall occur be deemed subject to the provision that such guarantee obligations shall be reinstated if after such Guarantor continues to be a guarantor release any portion of any payment in respect of any Credit Agreement Refinancing Indebtednessthe Obligations shall be rescinded or must otherwise be restored or returned upon the insolvency, any Junior Financing bankruptcy, dissolution, liquidation or reorganization of the Borrower or any Indebtedness incurred under Section 7.03(v)Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payment had not been made. If Any such release of Liens shall not in any manner discharge, affect, or impair the Administrative Obligations or any Liens (other than those expressly being released) upon (or obligations of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral. In no event shall the Disbursing Agent requests or the Collateral Agent be obligated to execute or deliver any document evidencing any release, subordination or re-conveyance without receipt of a certificate executed by a Responsible Officer of the Loan Party or Loan Parties disposing of such property certifying that such release, subordination or re-conveyance, as applicable, complies with this Agreement and the other Loan Documents, and that all conditions precedent to such release, subordination or re-conveyance have been complied with. Upon request by the Disbursing Agent or the Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative Disbursing Agent’s or the Collateral Agent’s authority to release release, subordinate or subordinate re-convey its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.108.10.
(b) The Disbursing Agent and the Collateral Agent hereby disclaim any representation or warranty to the Lenders concerning, and shall not be responsible for or have a duty to ascertain or inquire into the existence, value or collectability of the Collateral, the existence, priority or perfection of the Collateral Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Disbursing Agent or the Collateral Agent be responsible or liable to the Lenders or any other Secured Party for any failure to monitor or maintain any portion of the Collateral. Neither Agent makes any representation as to the value, sufficiency or condition of the Collateral or any part thereof, as to the title of the Loan Parties to the Collateral, or as to the security afforded by the Guarantee and Collateral Agreement or any other Loan Document. Neither Agent shall be responsible for insuring the Collateral or for the payment of Taxes, charges, assessments or liens upon the Collateral. Neither Agent shall be responsible for the maintenance of the Collateral, except as expressly provided in the immediately following sentence when the Collateral Agent has possession of the Collateral. Neither Agent shall have any duty to the Lenders as to any Collateral in its possession or in the possession of someone under its control or in the possession or control of any agent or nominee of such Agent or any income thereon or as to the preservation of rights against prior parties or any other rights pertaining thereto, except the duty to accord such of the Collateral as may be in its possession substantially the same care as it accords similar assets held for the benefit of third parties and the duty to account for monies received by it. Neither Agent shall be under an obligation independently to request or examine insurance coverage with respect to any Collateral. Neither Agent shall be liable for the acts or omissions of any bank, depositary bank, custodian, independent counsel of any Loan Party or any other party selected by such Agent with reasonable care or selected by any other party hereto that may hold or possess Collateral or documents related to Collateral, and neither Agent shall be required to monitor the performance of any such Persons holding Collateral. For the avoidance of doubt, neither Agent shall be responsible to the Lenders for the perfection of any Lien or for the filing, form, content or renewal of any UCC financing statements, fixture filings, mortgages, deeds of trust and such other documents or instruments. The Lenders shall be solely responsible for, and shall arrange for, the filing and continuation of financing statements or other filing or recording documents or instruments for the perfection of security interests in the Collateral. The Collateral Agent shall not be responsible for the preparation, form, content, sufficiency or adequacy of any such financing statements.
(c) In connection with the exercise of any rights or remedies in respect of, or foreclosure or realization upon, any Real Property-related Collateral pursuant to this Agreement or any other Loan Document, the Collateral Agent shall not be obligated to take title to or possession of Real Property in its own name, or otherwise in a form or manner that may, in its reasonable judgment, expose it to liability. In each case as specified in this Section 9.10the event that the Collateral Agent deems that it may be considered an “owner or operator” under any Environmental Laws or otherwise cause the Collateral Agent to incur, or be exposed to, any Environmental Liability or any liability under any other federal, state or local law, the Administrative Collateral Agent reserves the right, instead of taking such action, either to resign as the Collateral Agent subject to the terms and conditions of Section 8.06 or to arrange for the transfer of the title or control of the asset to a court appointed receiver. The Collateral Agent will not be liable to any Person for any Environmental Liability or any environmental claims or contribution actions under any federal, state or local law, rule or regulation by reason of the Collateral Agent’s actions and conduct as authorized, empowered and directed hereunder or relating to any kind of discharge or Release or threatened Release of any Materials of Environmental Concern into the environment.
(d) In connection with any tax affidavit or similar instrument required to be filed or delivered by the Collateral Agent in connection with any Mortgage, the Collateral Agent shall complete such tax affidavit or similar instrument pursuant to the information provided to it in a certificate executed by a Responsible Officer of the Borrower. The Collateral Agent shall be entitled to conclusively rely on the information provided to it in such certificate and shall not be liable to the Loan Parties, the Lenders or any other Person for its acting in reliance thereon. The Borrower shall indemnify the Collateral Agent for any losses the Collateral Agent may incur as a result of its reliance on such certificate of the Borrower, including without limitation, any losses relating to any incorrect or misleading information provided in any tax affidavit based upon information contained in the certificate of the Borrower.
(e) Anything contained in any of the Loan Documents to the contrary notwithstanding, the Borrower, the Disbursing Agent, the Collateral Agent and each Lender irrevocably authorizes the Administrative Agent to), at the Borrower’s expense, execute and deliver hereby agree that (i) no Lender shall have any right individually to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release realize upon any of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such itemenforce the Guarantee and Collateral Agreement or any other Security Document, or to evidence it being understood and agreed that all powers, rights and remedies under any of the release Security Documents may be exercised solely by the Collateral Agent for the benefit of such Guarantor from its obligations under the Guaranty, in each case Secured Parties in accordance with the terms thereof, and (ii) in the event of a foreclosure or similar enforcement action by the Loan Documents and this Section 9.10. The parties hereto acknowledge and agree that the Administrative Collateral Agent may rely conclusively as to on any of the matters described Collateral pursuant to a public or private sale or other Disposition (including, without limitation, pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or otherwise of the Bankruptcy Code), the Collateral Agent (or any Lender, except with respect to a “credit bid” pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or otherwise of the Bankruptcy Code) may be the purchaser or licensor of any or all of such Collateral at any such sale or other Disposition and the Collateral Agent, as agent for and representative of the Secured Parties (but not any Lender or Lenders in this Section 9.10 and Section 11.09 (including as to its authority hereunder and thereunderor their respective individual capacities) on a certificate or similar instrument provided to it by any Loan Party without further inquiry or investigation, which certificate shall be delivered entitled (either directly or through one or more acquisition vehicles), upon instructions from the Required Lenders, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale or Disposition, to use and apply any or all of the Obligations (other than Obligations owing to the Administrative Disbursing Agent or the Collateral Agent) as a credit on account of the purchase price for any collateral payable by the Loan Parties upon reasonable requestCollateral Agent (or such acquisition vehicle) at such sale or other Disposition.
Appears in 3 contracts
Samples: Credit Agreement (Pacific Investment Management Co LLC), Credit Agreement (FreightCar America, Inc.), Credit Agreement (FreightCar America, Inc.)
Collateral and Guaranty Matters. Each Lender hereby agreesThe Credit Parties irrevocably authorize and direct the Agents, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Administrative Agent, the Collateral Agent or Required Lenders in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Administrative Agent, the Collateral 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 of the Lenders. Each of the Administrative Agent and the Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any Collateral or Collateral Documents which may be necessary to create, perfect and maintain perfected security interests in and liens upon the Collateral granted pursuant to the Collateral Documents. Each of the Lenders irrevocably authorizes each of the Administrative Agent and the Collateral Agent, at its option, and in its sole discretionAgents shall:
(a) to enter into and sign for and on behalf of the Lenders as Secured Parties the Collateral Documents for the benefit of the Lenders and the other Secured Parties;
(b) to automatically release any Lien on any property granted to or held by the Administrative Collateral Agent under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all Secured Obligations (other than Cash Management Obligations, Obligations not yet due and payable in respect of Secured Hedge Agreements, contingent indemnification obligations not yet due and Cash Collateralized or backstopped Letters of Creditfor which no claim has been asserted) and the expiration or termination of all Letters of Credit (other than Letters unless cash collateralized or supported by back-to-back letters of Credit which have been Cash Collateralized or as to which other arrangements credit reasonably satisfactory to the Administrative Agent and the applicable L/C Issuers shall have been madeIssuers), (ii) at the time the property subject to such Lien is sold or transferred disposed of or to be sold or transferred as part disposed of or in connection with any Disposition to a non-Loan Party disposition permitted hereunder or under any other Loan DocumentDocument to a Person that is not a Loan Party, or (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Applicable Lenders or (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to in accordance with Section 9.10(d)10.01;
(cb) to the extent determined by the Agents in their discretion, subordinate any Lien on any property granted to or held by the Administrative Collateral Agent under any Loan Document to another the holder of any Lien (i) permitted to exist on such property and that is permitted by clause (iih) expressly permitted to be senior to the Liens of the Secured Parties under this Agreement; anddefinition of “Permitted Encumbrances”;
(dc) to release any Guarantor from its obligations under the Facility Guaranty and each other applicable Loan Document if such Person ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder (including its designation as an Unrestricted Subsidiary) or designation permitted hereunderbecomes an Excluded Subsidiary; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of the Designated Senior Indebtedness (including Permitted Refinancings thereof); and
(d) release any Credit Borrower (other than the Lead Borrower) from its obligation if such Person ceases to be a wholly owned Subsidiary of the Lead Borrower as a result of a transaction permitted hereunder (including its designation as an Unrestricted Subsidiary) so long as (i), at the time of such release, no Event of Default shall exist, (ii) another Borrower shall become liable for the respective portion of such Borrower’s obligations and (iii) after such Person joins this Agreement Refinancing Indebtednessas a Borrower, no Event of Default shall exist. Upon request by any Junior Financing or any Indebtedness incurred under Section 7.03(v). If the Administrative Agent requests at any time, the Required Applicable Lenders will confirm in writing the Administrative such Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Facility Guaranty and each other Loan Document pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will (and each Lender irrevocably authorizes the Administrative Agent to)Agents will, at the Borrower’s Loan Parties’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Security Documents or to subordinate its interest in such item, or to evidence the release of such Guarantor from its obligations under the GuarantyFacility Guaranty and each other applicable Loan Document, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The parties hereto acknowledge and agree that the Administrative Agent may rely conclusively as to any of the matters described in this Section 9.10 and Section 11.09 (including as to its authority hereunder and thereunder) on a certificate or similar instrument provided to it by any Loan Party without further inquiry or investigation, which certificate shall be delivered to the Administrative Agent by the Loan Parties upon reasonable request.
Appears in 3 contracts
Samples: Asset Based Revolving Credit Agreement (Nextier Oilfield Solutions Inc.), Asset Based Revolving Credit Agreement (King Merger Sub II LLC), Asset Based Revolving Credit Agreement (Keane Group, Inc.)
Collateral and Guaranty Matters. (a) Each Lender hereby agrees, and each holder of the Lenders (including in its or any Note by the acceptance thereof will be deemed to agree, that, except of its Affiliate’s capacities as otherwise set forth herein, any action taken by a potential Hedge Bank or Cash Management Bank) irrevocably authorizes the Administrative Agent, the Collateral Agent or Required Lenders in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Administrative Agent, the Collateral 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 of the Lenders. Each of the Administrative Agent and the Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any Collateral or Collateral Documents which may be necessary to create, perfect and maintain perfected security interests in and liens upon the Collateral granted pursuant to the Collateral Documents. Each of the Lenders irrevocably authorizes each of the Administrative Agent and the Collateral Agent, at its option, option and in its sole discretion:
(ai) to enter into and sign for and on behalf of the Lenders as Secured Parties the Collateral Documents for the benefit of the Lenders and the other Secured Parties;
(b) to automatically release any Lien on any property Collateral granted to or held by the Administrative Agent Agent, for the ratable benefit of the Secured Parties, under any Loan Document (iA) upon repayment of the outstanding principal of and all accrued interest on the Loans, payment of all outstanding fees and expenses hereunder, the termination of the Aggregate Commitments and payment in full of all Secured Obligations (other than Cash Management Obligations, Obligations not yet due and payable in respect of Secured Hedge Agreements, contingent obligations not yet due and Cash Collateralized or backstopped Letters of Credit) Revolving Credit Commitment and the expiration or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized or as to which other arrangements reasonably satisfactory to the Administrative Agent and the applicable L/C Issuers Issuing Lender shall have been made), (iiB) at the time the property subject to such Lien that is sold or transferred otherwise disposed of or to be sold or transferred otherwise disposed of as part of or in connection with any Disposition to a non-Loan Party sale or other disposition or other transaction permitted hereunder or under any other Loan Document, (iiiC) in connection with the release of the Collateral provided in Section 8.17 or (D) subject to Section 10.0113.2, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders or (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to Section 9.10(d)Lenders;
(cii) to subordinate or release any Lien on any property Collateral granted to or held by the Administrative Agent under any Loan Document to another the holder of any Permitted Lien (i) except Permitted Liens permitted to exist on such property and (ii) expressly permitted to be senior to the Liens of the Secured Parties under this Agreementsolely by Section 10.2(n)); and
(diii) to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty Agreement, the Collateral Agreement and any other Security Documents if such Person ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary as a result of a transaction or designation permitted hereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of any Credit Agreement Refinancing Indebtedness, any Junior Financing or any Indebtedness incurred under Section 7.03(v). If Upon request by the Administrative Agent requests at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to this Section 9.10. In each case as specified Section.
(b) The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Credit Party in this Section 9.10connection therewith, nor shall the Administrative Agent will (and each Lender irrevocably authorizes the Administrative Agent to), at the Borrower’s expense, execute and deliver be responsible or liable to the applicable Loan Party such documents as such Loan Party may reasonably request Lenders for any failure to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents monitor or to subordinate its interest in such item, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms maintain any portion of the Loan Documents and this Section 9.10. The parties hereto acknowledge and agree that the Administrative Agent may rely conclusively as to any of the matters described in this Section 9.10 and Section 11.09 (including as to its authority hereunder and thereunder) on a certificate or similar instrument provided to it by any Loan Party without further inquiry or investigation, which certificate shall be delivered to the Administrative Agent by the Loan Parties upon reasonable requestCollateral.
Appears in 3 contracts
Samples: Credit Agreement (CoreCivic, Inc.), Credit Agreement (Corrections Corp of America), Credit Agreement (Corrections Corp of America)
Collateral and Guaranty Matters. Each Lender hereby agreesof the Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) and the Issuing Bank irrevocably authorizes the Administrative Agent and the Collateral Agent to be the agent for and representative of the Lenders and Issuing Bank with respect to the Guaranty, the Collateral and the Collateral Documents; provided, that neither the Administrative Agent nor the Collateral Agent shall owe any fiduciary duty, duty of loyalty, duty of care, duty of disclosure or any other obligation whatsoever to any holder of Obligations with respect to any Secured Hedge Agreement or Cash Management Obligations, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Administrative Agent, the Collateral Agent or Required Lenders in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Administrative Agent, the Collateral 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 of the Lenders. Each of the Administrative Agent and the Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any Collateral or Collateral Documents which may be necessary to create, perfect and maintain perfected security interests in and liens upon the Collateral granted pursuant to the Collateral Documents. Each of the Lenders irrevocably authorizes each of the Administrative Agent and the Collateral Agent, at its option, and in its sole discretionagrees that it will:
(a1) to enter into and sign for and on behalf of the Lenders as Secured Parties the Collateral Documents for the benefit of the Lenders and the other Secured Parties;
(b) to automatically release any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document (i) upon termination satisfaction of the Aggregate Commitments and payment in full of all Secured Obligations (other than Cash Management Obligations, Obligations not yet due and payable in respect of Secured Hedge Agreements, contingent obligations not yet due and Cash Collateralized or backstopped Letters of Credit) and the expiration or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized or as to which other arrangements reasonably satisfactory to the Administrative Agent and the applicable L/C Issuers shall have been made)Termination Conditions, (ii) at the time the property subject to such Lien is sold or transferred or to be sold or transferred as part of or in connection with any Disposition to a non-Loan Party transfer permitted hereunder or under any other Loan DocumentDocument to any Person other than the Borrower or any of its Domestic Subsidiaries that are Guarantors, (iii) subject to Section 10.0111.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders Lenders, (iv) if such property becomes an Excluded Asset, or (ivv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to Section 9.10(d)clause (c) below;
(c2) to release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to another the holder of any Lien (i) permitted to exist on such property and (ii) expressly that is permitted to be senior to the Liens of the Secured Parties under this Agreement; andby Section 7.01(20);
(d3) to release any Guarantor from its obligations under the Guaranty if in the case of any Subsidiary, such Person ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary as a result of a transaction or designation permitted hereunder; provided provided, that no such release shall occur if such Guarantor continues to be a guarantor in respect of any Credit Agreement Refinancing Indebtedness, Indebtedness or any Junior Financing or Financing;
(4) if any Indebtedness incurred under Section 7.03(vGuarantor shall cease to be a Material Subsidiary (as certified in writing by a Responsible Officer). If , and the Borrower notifies the Administrative Agent requests in writing that it wishes such Guarantor to be released from its obligations under the Guaranty and provides the Administrative Agent and the Collateral Agent such certifications or documents as either such Agent shall reasonably request, (i) release such Subsidiary from its obligations under the Guaranty and (ii) release any Liens granted by such Subsidiary or Liens on the Equity Interests of such Subsidiary; provided, that no such release shall occur if such Subsidiary continues to be a guarantor in respect of any Credit Agreement Refinancing Indebtedness or any other Junior Financing; and
(5) act collectively through the Administrative Agent and, without limiting the delegation of authority to the Administrative Agent set forth herein, the Required Lenders shall direct the Administrative Agent with respect to the exercise of rights and remedies hereunder (including with respect to alleging the existence or occurrence of, and exercising rights and remedies as a result of, any Default or Event of Default in each case that could be waived with the consent of the Required Lenders), and such rights and remedies shall not be exercised other than by the Required Lenders through the Administrative Agent; provided, that the foregoing shall not preclude any Lender from exercising any right of set-off in accordance with the provisions of Section 11.09 or enforcing compliance with the provisions set forth in the first proviso of Section 11.01 or from exercising rights and remedies (other than the enforcement of Collateral) with respect to any payment default after the occurrence of the Maturity Date with respect to any Loans made by it. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.1010.11. In each case as specified in this Section 9.1010.11, the Administrative applicable Agent will (and each Lender irrevocably authorizes the Administrative applicable Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such itemDocuments, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The parties hereto acknowledge and agree that the Administrative Agent may rely conclusively as to any of the matters described in this Section 9.10 and Section 11.09 (including as to its authority hereunder and thereunder) on a certificate or similar instrument provided to it by any Loan Party without further inquiry or investigation, which certificate shall be delivered to the Administrative Agent by the Loan Parties upon reasonable request10.11.
Appears in 3 contracts
Samples: Credit Agreement (Impax Laboratories Inc), Credit Agreement (Press Ganey Holdings, Inc.), Credit Agreement (Impax Laboratories Inc)
Collateral and Guaranty Matters. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Administrative Agent, the Collateral Agent or Required Lenders in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Administrative Agent, the Collateral 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 of the Lenders. Each of the Administrative Agent and the Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any Collateral or Collateral Documents which may be necessary to create, perfect and maintain perfected security interests in and liens upon the Collateral granted pursuant to the Collateral Documents. Each of the The Lenders irrevocably authorizes each of the Administrative Agent and the Collateral Agent, at its option, and in its sole discretionagree that:
(a) to enter into and sign for and on behalf of the Lenders as Secured Parties the Collateral Documents for the benefit of the Lenders and the other Secured Parties;
(b) to automatically release any Lien on any property granted to or held by the Administrative Agent under any Loan Document shall be automatically released (i) upon termination of the Aggregate Commitments and payment in full of all Secured Obligations (other than Cash Management Obligations, Obligations (x) obligations under Secured Hedge Agreements not yet due and payable in respect of Secured Hedge Agreementspayable, (y) Cash Management Obligations and (z) contingent obligations not yet due and Cash Collateralized or backstopped Letters of Creditindemnification obligations) and the expiration or termination of all Letters of Credit (or cash collateral or other than Letters of Credit which have been Cash Collateralized or as to which other arrangements reasonably credit support satisfactory to the Administrative Agent and the applicable L/C Issuers shall have Issuer thereof in its sole discretion has been madeprovided), (ii) at the time the property subject to such Lien is sold or transferred or to be sold or transferred as part of or in connection with any Disposition to a non-Loan Party transfer permitted hereunder or under any other Loan DocumentDocument to any Person other than the Borrower or any of its Domestic Subsidiaries that are Restricted Subsidiaries, (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such greater number of Lenders as may be required pursuant to Section 10.01), (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to Section 9.10(d)clause (c) below or (v) upon the terms of the Collateral Documents or the Additional Senior Secured Notes Intercreditor Agreement or any other intercreditor agreement entered into pursuant thereto;
(cb) to release or subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to another the holder of any Lien (i) permitted to exist on such property and (ii) expressly that is permitted to be senior to the Liens of the Secured Parties under this Agreement; andby Section 7.01(i);
(dc) to release any Guarantor shall be automatically released from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary as a result of a transaction or designation permitted hereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of any Credit Agreement Refinancing Indebtedness, the New Notes or any Junior Financing or any Indebtedness incurred under Section 7.03(v). If Financing; and
(d) that the Administrative Agent requests is authorized to enter into the following in connection with the Additional Senior Secured Notes and, if applicable, any Extended Term Loan or Extended Revolving Credit Commitment: (i) amendments to the Collateral Documents that the Administrative Agent deems reasonable; (ii) any Pari Passu Intercreditor Agreement; (iii) any Junior Priority Intercreditor Agreement; and (iv) any other intercreditor agreement it deems reasonable, provided that any such intercreditor agreement contemplated by this clause (iv) shall be posted to the Lenders three Business Days before execution thereof and, if the Required Lenders shall not have objected to such intercreditor agreement, then the Required Lenders shall be deemed to agree that the Administrative Agent entry into such intercreditor agreement is reasonable and to have consented to such intercreditor agreement and the Administrative Agent’s execution thereof. Upon request by the Administrative Agent at any time, the Required Lenders (or such greater number of Lenders as may be required pursuant to Section 10.01) will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.109.11. In each case as specified in this Section 9.109.11, the Administrative Agent will (and each Lender irrevocably authorizes the Administrative Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such itemDocuments, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The parties hereto acknowledge and agree that the Administrative Agent may rely conclusively as to any of the matters described in this Section 9.10 and Section 11.09 (including as to its authority hereunder and thereunder) on a certificate or similar instrument provided to it by any Loan Party without further inquiry or investigation, which certificate shall be delivered to the Administrative Agent by the Loan Parties upon reasonable request9.11.
Appears in 3 contracts
Samples: Credit Agreement (West Corp), Credit Agreement (West Customer Management Group, LLC), Credit Agreement (West Corp)
Collateral and Guaranty Matters. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Administrative Agent, the Collateral Agent or Required Lenders in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Administrative Agent, the Collateral 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 of the Lenders. Each of the Administrative Agent and the Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any Collateral or Collateral Documents which may be necessary to create, perfect and maintain perfected security interests in and liens upon the Collateral granted pursuant to the Collateral Documents. Each of the The Lenders irrevocably authorizes each of the Administrative Agent and the Collateral Agent, at its option, and in its sole discretionagree:
(a) to enter into and sign for and on behalf of the Lenders as Secured Parties the Collateral Documents for the benefit of the Lenders and the other Secured Parties;
(b) to automatically release that any Lien on any property granted to or held by the Administrative any Agent under any Loan Document shall be automatically released (i) upon termination of on the Aggregate Commitments and payment in full of all Secured Obligations (other than Cash Management Obligations, Obligations not yet due and payable in respect of Secured Hedge Agreements, contingent obligations not yet due and Cash Collateralized or backstopped Letters of Credit) and the expiration or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized or as to which other arrangements reasonably satisfactory to the Administrative Agent and the applicable L/C Issuers shall have been made)Termination Date, (ii) at the time the property subject to such Lien is sold or transferred or to be sold or transferred as part of or in connection with any Disposition to a non-Loan Party transfer permitted hereunder or under any other Loan DocumentDocument to any Person other than any other Loan Party, (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders or Lenders, (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to Section 9.10(d)clause (c) below or (v) if the property subject to such Lien becomes Excluded Property;
(cb) each Agent is authorized and directed to release or subordinate any Lien on any property granted to or held by the Administrative such Agent under any Loan Document to another the holder of any Lien (i) permitted to exist on such property that is permitted by Sections 7.01(i) and (ii) expressly permitted to be senior to the Liens of the Secured Parties under this Agreemento); and
(dc) to release if any Subsidiary Guarantor from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary Subsidiary, or becomes an Excluded Subsidiary Subsidiary, in each case, as a result of a transaction or designation permitted hereunder (as certified in writing delivered to the Administrative Agent by a Responsible Officer of the Borrower), (x) such Subsidiary shall be automatically released from its obligations under the Guaranty and (y) any Liens granted by such Subsidiary or Liens on the Equity Interests of such Subsidiary (to the extent such Equity Interests have become Excluded Property or are being transferred to a Person that is not a Loan Party) shall be automatically released; provided that if such Subsidiary Guarantor becomes an Excluded Subsidiary as a result of clause (g) of the definition thereof, such Person shall only be released under the Guaranty to the extent that (i) such Guarantor ceased to be a Wholly Owned Subsidiary as a result of a joint venture or other strategic transaction permitted hereunder; provided that no the primary purpose of such release shall occur if transaction was not to evade the Guarantee required hereunder, (ii) the transaction by which such Guarantor continues ceases to be a guarantor in respect Wholly Owned Restricted Subsidiary was consummated on an arm’s-length basis with an unaffiliated third-party or (iii) after giving effect to the transaction, the Guarantor being released from its Guarantee Obligations is no longer a direct or indirect Restricted Subsidiary of any Credit Agreement Refinancing Indebtedness, any Junior Financing or any Indebtedness incurred under Section 7.03(v)the Borrower. If the Administrative Upon request by an Agent requests at any time, the Required Lenders will confirm in writing the Administrative such Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.109.11; provided that a failure to obtain such confirmation will not prevent any release otherwise permitted. In each case as specified in this Section 9.109.11, the Administrative applicable Agent will promptly (and each Lender irrevocably authorizes the Administrative and directs each Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such itemDocuments, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.109.11. The parties hereto acknowledge and agree Prior to releasing or subordinating its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.11, the applicable Agent shall be entitled to receive a certificate of a Responsible Officer of the Borrower stating that such actions are permitted under this Agreement. Neither the Administrative Agent may rely conclusively as nor the Collateral Agent shall be liable for any such release undertaken in reliance upon any such certificate of a Responsible Officer of the Borrower. The Collateral Agent shall have no obligation whatsoever to the Lenders or to any of other Person to assure that the matters described in this Section 9.10 and Section 11.09 (including as to its authority hereunder and thereunder) on a certificate Collateral exists or similar instrument provided to it is owned by any Loan Party without further inquiry or investigationis cared for, which certificate shall be delivered protected or insured or that the Liens granted to the Administrative Collateral Agent by herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the Loan Parties upon reasonable requestrights, authorities and powers granted or available to the Collateral Agent in this Section 9.11 or in any of the Collateral Documents.
Appears in 3 contracts
Samples: Credit Agreement (RingCentral, Inc.), Credit Agreement (RingCentral, Inc.), Credit Agreement (RingCentral, Inc.)
Collateral and Guaranty Matters. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Administrative Agent, the Collateral Agent or Required Lenders in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Administrative Agent, the Collateral 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 of the Lenders. Each of the Administrative Agent and the Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any Collateral or Collateral Documents which may be necessary to create, perfect and maintain perfected security interests in and liens upon the Collateral granted pursuant to the Collateral Documents. Each of the Lenders (including in its capacity as a potential Hedge Bank) and each L/C Issuer irrevocably authorizes each of the Administrative Agent and authorize the Collateral Agent, at its option, and in its sole discretion:
(a) to enter into and sign for and on behalf of the Lenders as Secured Parties the Collateral Documents for the benefit of the Lenders and the other Secured Parties;
(b) to automatically release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all Secured Obligations (other than Cash Management Obligations(A) contingent indemnification obligations and (B) obligations and liabilities under Lines of Credit, Obligations not yet due Treasury Services Agreements and payable in respect of Secured Hedge Agreements, contingent obligations not yet except as to amounts that are due and Cash Collateralized or backstopped Letters of Creditpayable thereunder for which the Administrative Agent has received a written notice from the applicable Hedge Bank) and the expiration or termination of all Letters of Credit (other than Letters of Credit which that have been Cash Collateralized or as back-stopped by a letter of credit, or are otherwise subject to which other arrangements arrangements, in each case reasonably satisfactory to the Administrative Agent and the applicable L/C Issuers shall have been madeIssuer), (ii) at the time the property subject to such Lien that is sold or transferred or to be sold or otherwise transferred as part of or in connection with any Disposition to a non-Loan Party sale or other transfer permitted hereunder or under any other Loan DocumentDocument to a Person that is not a Loan Party, (iii) subject to Section 10.01that constitutes “Excluded Assets” (as such term is defined in the Security Agreement), (iv) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders or in accordance with Section 10.01, (ivv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to Section 9.10(dclause (b) below or (vi) upon the terms of the Collateral Documents or the Intercreditor Agreement (if in effect), Second Lien Intercreditor Agreement (if in effect), or any other intercreditor agreement entered into pursuant hereto;
(b) to release any Guarantor from its obligations under the Guaranty (i) if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder, or becomes an Excluded Subsidiary or an Unrestricted Subsidiary or (ii) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than (A) contingent indemnification obligations and (B) obligations and liabilities under Lines of Credit, Treasury Services Agreements and Secured Hedge Agreements, except as to amounts that are due and payable thereunder for which the Administrative Agent has received a written notice from the applicable Hedge Bank) and the expiration or termination of all Letters of Credit (other than Letters of Credit that have been Cash Collateralized or back-stopped by a letter of credit, or are otherwise subject to arrangements, in each case reasonably satisfactory to the applicable L/C Issuer); and
(c) to subordinate any Lien on any property granted to or held by the Administrative Agent or Collateral Agent under any Loan Document to another the holder of any Lien (i) permitted to exist on such property and that is permitted by Section 7.01(6) (ii) expressly permitted to be senior to but solely in the Liens case of the Secured Parties under this Agreement; and
(d) to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary as a result of a transaction or designation permitted hereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of any Credit Agreement Refinancing Indebtedness, any Junior Financing or any Indebtedness incurred under pursuant to clause (iv) of Section 7.03(v7.02(b)). If Upon request by the Administrative Agent requests or the Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.109.09. In each case as specified in this Section 9.10, the The Administrative Agent will (and each Lender irrevocably authorizes or the Administrative Agent to)Collateral Agent, as applicable, will, at the Borrower’s expense, execute and deliver to the applicable Loan Party Borrower such documents as such Loan Party the Borrower may reasonably request to evidence the release of such any item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to evidence the release of such Guarantor any Loan Party from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.109.09. Notwithstanding the foregoing, if, in compliance with the terms and provisions of Section 7.04 hereof, any portion of the Collateral is sold or otherwise transferred to a Person or Persons, none of which is a Loan Party, then such portion of the Collateral shall, upon the consummation of such sale or transfer, be automatically released from the Lien of the Collateral Agent pursuant to any Collateral Document. The parties hereto acknowledge and agree that Lenders hereby authorize the Administrative Agent may rely conclusively and Collateral Agent, as applicable, to enter into any Intercreditor Agreement, any Second Lien Intercreditor Agreement or other intercreditor agreement or arrangement permitted under this Agreement and the Lenders acknowledge that any such intercreditor agreement shall be binding upon the Lenders. The Administrative Agent and Collateral Agent, as applicable, agree, upon the request of the matters described Borrower and at the Borrower’s expense, to negotiate in good faith and enter into any Intercreditor Agreement, any Second Lien Intercreditor Agreement or other intercreditor agreement or arrangement permitted under this Section 9.10 and Section 11.09 (including as to its authority hereunder and thereunder) on a certificate or similar instrument provided to it by any Loan Party without further inquiry or investigation, which certificate shall be delivered to the Administrative Agent by the Loan Parties upon reasonable requestAgreement.
Appears in 3 contracts
Samples: Credit Agreement (Time Inc.), Credit Agreement (Time Inc.), Credit Agreement (Time Inc.)
Collateral and Guaranty Matters. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Administrative Agent, the Collateral Agent or Required Lenders in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Administrative Agent, the Collateral 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 of the Lenders. Each of the (a) The Administrative Agent and the Collateral Agent is hereby authorized on behalf of all of the LendersSecured Parties, without the necessity of any notice to or further consent from any Lendersuch Secured Parties, from time to time time, to take any action actions with respect to any Collateral or Collateral Documents Security Instruments which may be necessary to create, perfect and maintain perfected security interests in and liens the Liens upon the Collateral granted pursuant to the Collateral DocumentsSecurity Instruments. Each of the Lenders irrevocably authorizes each of the The Administrative Agent and the Collateral Agent, at its option, and in its sole discretion:
is further authorized (abut not obligated) to enter into and sign for and on behalf of the Lenders Secured Parties, without the necessity of any notice to or further consent from the Secured Parties, from time to time, to take any action in exigent circumstances as may be reasonably necessary to preserve any rights or privileges of the Secured Parties under the Collateral Loan Documents for or applicable Legal Requirements. By accepting the benefit of the Lenders and Liens granted pursuant to the other Security Instruments, each Secured Parties;Party hereby agrees to the terms of this paragraph (a).
(b) The Lenders hereby, and any other Secured Party by accepting the benefit of the Liens granted pursuant to automatically the Security Instruments, irrevocably authorize the Administrative Agent to (i) release any Lien on any property granted to or held by the Administrative Agent under upon any Loan Document Collateral (ia) upon termination of the Aggregate Commitments and payment in full this Agreement, termination of all Secured Obligations Hedge Contracts with such Persons (other than Cash Management ObligationsHedge Contracts as to which arrangements satisfactory to the applicable counterparty in its sole discretion have been made), Obligations not yet due and payable in respect of Secured Hedge Agreements, contingent obligations not yet due and Cash Collateralized or backstopped Letters of Credit) and the expiration or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized or as to which other arrangements reasonably satisfactory to the Administrative Agent and the applicable L/C Issuers shall Issuing Lender in its sole discretion have been made), and the payment in full of all outstanding Advances, Letter of Credit Obligations and all other Secured Obligations (iiother than contingent indemnity obligations for which no claims have been made); (b) at the time the property subject to such Lien is constituting Property sold or transferred or to be sold or transferred Disposed of as part of or in connection with any Disposition to a non-Loan Party permitted hereunder under this Agreement or under any other Loan Document, ; (iiic) subject to Section 10.01, if constituting Property in which no Loan Party owned an interest at the release time the Lien was granted or at any time thereafter other than as a result of such Lien is approved, authorized or ratified in writing by the Required Lenders a transaction prohibited hereunder; or (ivd) if the property subject constituting Property leased to any Loan Party under a lease which has expired or has been terminated in a transaction permitted under this Agreement or is about to expire and which has not been, and is not intended by such Lien is owned by Loan Party to be, renewed or extended; and (ii) release a Guarantor, upon release of such Guarantor from its obligations under its a Guaranty pursuant to Section 9.10(d);
(c) to subordinate and any other applicable Loan Document and release the Lien on any property granted to or held by the Administrative Agent under upon any Loan Document to another Lien (i) permitted to exist on Collateral of such property and (ii) expressly permitted to be senior to the Liens of the Secured Parties under this Agreement; and
(d) to release any Guarantor from its obligations under the Guaranty Person if such Person ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary as a result of a transaction or designation permitted hereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect under this Agreement. Upon the request of any Credit Agreement Refinancing Indebtedness, any Junior Financing or any Indebtedness incurred under Section 7.03(v). If the Administrative Agent requests at any time, the Required Lenders Secured Parties will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, Collateral or to release any Guarantor from its obligations under the Guaranty Guarantors pursuant to this Section 9.108.11. In each case as specified in At the written request and sole expense of the Borrower, which written request shall also include a certification from a Responsible Officer certifying to the Administrative Agent that such release is permitted under this Section 9.108.11 and that such transaction is in compliance with this Agreement and the other Loan Documents (which certification the Administrative Agent may, but is not obligated to, rely on), the Administrative Agent will (shall promptly provide the releases of Collateral or Guarantors permitted to be released under this Section 8.11 subject to evidence of such transaction and each Lender irrevocably authorizes release documentation reasonably satisfactory to the Administrative Agent to)except that the Administrative Agent may, at but shall not be obligated, to provide such releases for such Property to be sold but not yet sold or such Property subject to a lease that is about to expire but not yet expired. Upon any of the Borrower’s expenseCollateral constituting personal property being Disposed of as permitted under this Agreement, execute then such Collateral shall be automatically released from the Liens created under the applicable Security Instrument and deliver the Administrative Agent.
(c) Notwithstanding anything contained in any of the Loan Documents to the applicable contrary, the Loan Parties, the Administrative Agent, and each Secured Party such documents as such Loan hereby agree that no Secured Party may reasonably request shall have any right individually to evidence the release realize upon any of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to evidence the release of such Guarantor from its obligations under enforce the Guaranty, in each case it being understood and agreed that all powers, rights and remedies hereunder, under the Guaranty and under the Security Instruments may be exercised solely by the Administrative Agent, as applicable, on behalf of the Secured Parties in accordance with the terms hereof and the other Loan Documents. By accepting the benefit of the Loan Documents and this Section 9.10. The parties hereto acknowledge and agree that the Administrative Agent may rely conclusively as to any of the matters described in this Section 9.10 and Section 11.09 (including as to its authority hereunder and thereunder) on a certificate or similar instrument provided to it by any Loan Party without further inquiry or investigation, which certificate shall be delivered Liens granted pursuant to the Administrative Agent by Security Instruments, each Secured Party not party hereto hereby agrees to the Loan Parties upon reasonable requestterms of this paragraph (c).
Appears in 3 contracts
Samples: Credit Agreement (Penn Virginia Corp), Master Assignment, Borrowing Base Increase Agreement, and Amendment No. 6 to Credit Agreement (Penn Virginia Corp), Credit Agreement (Penn Virginia Corp)
Collateral and Guaranty Matters. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Administrative Agent, the Collateral Agent or Required Lenders in accordance with the provisions of this Agreement or the Collateral Security Documents, and the exercise by the Administrative Agent, the Collateral 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 of the Lenders. Each of the Administrative Agent Lenders, the Lender Counterparties and the Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any Collateral or Collateral Documents which may be necessary to create, perfect and maintain perfected security interests in and liens upon the Collateral granted pursuant to the Collateral Documents. Each of the Lenders Issuing Bank irrevocably authorizes authorize each of the Administrative Agent and the Collateral Agent, at its option, and in its sole discretion:,
(a) to enter into and sign for and on behalf of the Lenders as Secured Parties the Collateral Documents for the benefit of the Lenders and the other Secured Parties;
(b) to automatically release any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent (or any sub-agent thereof) under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all Secured Obligations (other than Cash Management Obligations, Obligations not yet due and payable in respect of Secured Hedge Agreements, contingent obligations not yet due and Cash Collateralized or backstopped Letters of Credit) and the expiration or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized or as to which other arrangements reasonably satisfactory to the Administrative Agent and the applicable L/C Issuers shall have been made)Termination Date, (ii) at the time the property subject to such Lien that is sold or transferred or to be sold or transferred as part of or in connection with any Disposition to a non-Loan Party sale or other transfer permitted hereunder or under any other Loan DocumentDocument to a Person that is not a Loan Party or in connection with the designation of any Restricted Subsidiary as an Unrestricted Subsidiary, (iii) subject to Section 10.01that constitutes Excluded Property, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders or (iv) if the property subject to such Lien is owned by a GuarantorLoan Party, upon the release of such Loan Party from its Guaranty otherwise in accordance with the Loan Documents, (v) as to the extent, if any, provided in the Security Documents or (vi) if approved, authorized or ratified in writing in accordance with Section 9.02;
(b) to release any Guarantor from its obligations under its the Guaranty pursuant if such Person ceases to Section 9.10(d)be a Restricted Subsidiary (or becomes an Excluded Subsidiary) as a result of a transaction or designation permitted hereunder;
(c) to subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to another the holder of any Lien (i) permitted to exist on such property that is permitted under Section 6.02(d) and (ii) expressly permitted to be senior to the Liens of the Secured Parties under this AgreementSection 6.02(e); and
(d) enter into the Second Lien Intercreditor Agreement and other subordination or intercreditor agreements with respect to release any Guarantor from its obligations under Indebtedness to the Guaranty if such Person ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary as a result of a transaction or designation permitted hereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of any Credit Agreement Refinancing Indebtedness, any Junior Financing or any Indebtedness incurred under Section 7.03(v). If extent the Administrative Agent requests or Collateral Agent is otherwise contemplated herein as being a party to such intercreditor or subordination agreement, in each case to the extent such agreements are substantially consistent with the terms set forth on (i) Exhibit K-1 annexed hereto together with (A) any immaterial changes and (B) material changes thereto in light of prevailing market conditions, which material changes shall be posted to the Lenders not less than ten (10) Business Days before execution thereof and, if the Required Lenders shall not have objected to such changes within ten (10) Business Days after posting, then the Required Lenders shall be deemed to have agreed that the Administrative Agent’s and/or Collateral Agent’s entry into such intercreditor agreement (with such changes) is reasonable and to have consented to such intercreditor agreement (with such changes) and to the Administrative Agent’s and/or Collateral Agent’s execution thereof, in each case in form and substance reasonably satisfactory to the Administrative Agent and/or Collateral Agent (it being understood that junior Liens are not required to be pari passu with other junior Liens, and that Indebtedness secured by junior Liens may secured by Liens that are pari passu with, or junior in priority to, other Liens that are junior to the Liens securing the Obligations); and
(e) to enter into and sign for and on behalf of the Lenders as Secured Parties the Security Documents for the benefit of the Lenders and the other Secured Parties. Upon request by the Administrative Agent or the Collateral Agent at any time, the Required Lenders (or such greater number of Lenders as may be required pursuant to Section 9.02(b)(v) or (vi)) will confirm in writing the Administrative Agent’s or the Collateral Agent’s, as the case may be, authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor Loan Party from its obligations under the Guaranty pursuant to this Section 9.108.09. In each case as specified in this Section 9.108.09, the Administrative Agent and the Collateral Agent will (and each Lender irrevocably hereby authorizes the Administrative Agent and the Collateral Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Security Documents or to subordinate its interest in such item, or to evidence the release of such Guarantor Loan Party from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The parties hereto acknowledge and agree that the Administrative Agent may rely conclusively as to any of the matters described in this Section 9.10 and Section 11.09 (including as to its authority hereunder and thereunder) on a certificate or similar instrument provided to it by any Loan Party without further inquiry or investigation, which certificate shall be delivered to the Administrative Agent by the Loan Parties upon reasonable request8.09.
Appears in 2 contracts
Samples: Incremental Facility Amendment (KC Holdco, LLC), First Lien Credit Agreement (KC Holdco, LLC)
Collateral and Guaranty Matters. Each Lender hereby agrees, (including in its capacities as a potential Cash Management Bank and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by a potential Hedge Bank) irrevocably authorizes the Administrative Agent, the Collateral Agent or Required Lenders in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Administrative Agent, the Collateral 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 of the Lenders. Each of the Administrative Agent and the Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any Collateral or Collateral Documents which may be necessary to create, perfect and maintain perfected security interests in and liens upon the Collateral granted pursuant to the Collateral Documents. Each of the Lenders irrevocably authorizes each of the Administrative Agent and the Collateral Agent, at its option, option and in its sole discretion, after the Closing Date:
(a) to enter into and sign for and on behalf of the Lenders as Secured Parties the Collateral Documents for the benefit of the Lenders and the other Secured Parties;
(b) to automatically release any Lien to the extent securing the Obligations on any property granted to or held by the Administrative Agent under any Loan Document (i) ), upon termination of the Aggregate Commitments and payment in full of all Secured Obligations (other than (A) contingent indemnification obligations as to which no claim has been asserted and (B) obligations and liabilities under Secured Cash Management Obligations, Obligations not yet due Agreements and payable Secured Hedge Agreements) and the termination and payment in full of all obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements in respect of Secured Hedge Agreements, contingent obligations not yet due and Cash Collateralized or backstopped Letters of Credit) and which the expiration or termination of all Letters of Credit Administrative Agent has received notice pursuant to Section 9.11 (other than Letters of Credit which have been Cash Collateralized or any such agreements as to which other arrangements reasonably satisfactory to the Administrative Agent and the applicable L/C Issuers shall Cash Management Bank or Hedge Bank have been made), (ii) at the time the property subject to such Lien that is sold or transferred or to be sold or transferred as part of or in connection with any Disposition to a non-Loan Party sale permitted hereunder or under any other Loan Document, that constitutes a Disposition of Receivables Program Assets permitted pursuant to Section 7.05(l) or (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders or in accordance with Section 11.01;
(ivb) if the property subject to such Lien is owned by a Guarantor, upon release of such any Guarantor from its Guarantee of the Obligations under the Guarantee and Collateral Agreement (i) upon termination of the Commitments and payment in full of all Obligations (other than (A) contingent indemnification obligations as to which no claim has been asserted and (B) obligations and liabilities under its Guaranty Secured Cash Management Agreements and Secured Hedge Agreements, and the termination and payment in full of all obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements in respect of which the Administrative Agent has received notice pursuant to Section 9.10(d9.11 (other than any such agreements as to which other arrangements reasonably satisfactory to the applicable Cash Management Bank or Hedge Bank have been made), or (ii) if approved, authorized or ratified in writing in accordance with Section 11.01;
(c) to release any Guarantor from its Guarantee of the Obligations and all Liens granted by any such Guarantor, and all pledges of Equity Interests in any such Guarantor (provided that, if such Guarantor becomes an Excluded Subsidiary (other than an Unrestricted Subsidiary and an Escrow Subsidiary) then such release shall be limited to 35% of such voting Equity Interests) under the Guarantee and Collateral Agreement if such Person ceases to be a Restricted Subsidiary (including by being designated an Unrestricted Subsidiary in accordance with Section 6.17 hereof) or becomes an Immaterial Subsidiary or an Excluded Subsidiary (unless such Person continues to guarantee any other Credit Facility);
(cd) to execute any intercreditor agreements and/or subordination agreements with any holder of any Indebtedness or Liens permitted by this Agreement to the extent such intercreditor agreement and/or subordination agreement is required or reasonably contemplated by the terms hereof;
(e) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document Document, to another the extent securing the Obligations, to the holder of any Lien (i) permitted to exist on such property and (ii) expressly that is permitted to be senior to the Liens of the Secured Parties under this Agreementby Section 7.01(i); and
(df) upon satisfaction of the conditions to release any Guarantor from its obligations under the Guaranty if such Person ceases Debt Assumption set forth in Section 4.02, to be a Restricted Subsidiary or becomes an Excluded Subsidiary as a result of a transaction or designation permitted hereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of any Credit Agreement Refinancing Indebtedness, any Junior Financing or any Indebtedness incurred under Section 7.03(v)execute and deliver the Borrower Assignment and Assumption. If Upon request by the Administrative Agent requests at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of propertyCollateral, or to release any Guarantor from its obligations Guarantee of the Obligations under the Guaranty Guarantee and Collateral Agreement pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will (and each Lender irrevocably authorizes the Administrative Agent to)will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to evidence the release of such Guarantor from its obligations Guarantee of the Obligations under the GuarantyGuarantee and Collateral Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The parties hereto acknowledge and agree that Notwithstanding anything to the Administrative Agent may rely conclusively as to any of the matters described contrary in this Agreement, upon a Subsidiary being designated an Unrestricted Subsidiary in accordance with Section 9.10 and Section 11.09 6.17 of this Agreement or otherwise ceasing to be a Restricted Subsidiary (including as to its authority hereunder and thereunderby way of liquidation or dissolution) on in a certificate or similar instrument provided to it transaction permitted by any Loan Party without further inquiry or investigationthis Agreement, which certificate such Subsidiary shall be delivered automatically released and relieved of any obligations under this Agreement, the Guarantee and Collateral Agreement and all other Loan Documents, all Liens granted by such Subsidiary in its assets to the Administrative Agent by shall be automatically released, all pledges to the Administrative Agent of Equity Interests in any such Subsidiary shall be automatically released, and the Administrative Agent is authorized to, and shall promptly, deliver to the Borrower any acknowledgement confirming such releases and all necessary releases and terminations, in each case as the Borrower may reasonably request to evidence such release and at Borrower’s expense. To the extent any Loan Parties upon reasonable requestDocument conflicts or is inconsistent with the terms of this Section, this Section shall govern and control in all respects.
Appears in 2 contracts
Samples: Bridge Facility Agreement (Bellring Brands, Inc.), Bridge Facility Agreement (Post Holdings, Inc.)
Collateral and Guaranty Matters. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Administrative Agent, the Collateral Agent or Required Lenders in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Administrative Agent, the Collateral 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 of the Lenders. Each of the Administrative Agent and the Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any Collateral or Collateral Documents which may be necessary to create, perfect and maintain perfected security interests in and liens upon the Collateral granted pursuant to the Collateral Documents. (a) Each of the Lenders (including in its capacities as a potential Qualified Counterparty and a potential Cash Management Provider), the Issuing Lenders and the Swingline Lender irrevocably authorizes each of the Administrative Agent and the Collateral Agent, at its option, and in its sole discretion:
(awithout requirement of notice to or consent of any Lender except as expressly required by Section 11.1): (i) to enter into and sign for and on behalf of the Lenders as Secured Parties the Collateral Documents for the benefit of the Lenders and the other Secured Parties;
(b) to automatically release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all Secured Obligations (other than Cash Management Obligations, Obligations not yet due and payable in respect of Secured Hedge Agreements, contingent obligations not yet due and Cash Collateralized or backstopped Letters of Credit) and the expiration or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized or as to which other arrangements reasonably satisfactory to the Administrative Agent and the applicable L/C Issuers shall have been made), (ii1) at the time the property subject to such Lien is sold or transferred Disposed of or to be sold or transferred Disposed of as part of or in connection with any Disposition to a non-Loan Party permitted hereunder or under any other Loan DocumentDocument to any Person other than a Loan Party, (iii2) subject to Section 10.0111.1, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders or Lenders, (iv3) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to Section 9.10(d);
the Guarantee or (c4) that constitutes Excluded Assets; (ii) to subordinate release or subordinate, as expressly permitted hereunder, any Lien on any property granted to or held by the Administrative Agent under any Loan Document to another the holder of any Lien (i) permitted to exist on such property and (ii) expressly that is permitted to be senior by this Agreement to the Liens extent required by the holder of, or pursuant to the terms of any agreement governing, the Secured Parties under this Agreementobligations secured by such Liens; and
(diii) to release any Guarantor from its obligations under the Guaranty Guarantee if such Person ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary as a result of a transaction or designation permitted hereunder; provided that no such and (iv) to release shall occur if such any Collateral or Guarantor continues Obligations to be a guarantor in respect the extent necessary to permit consummation of any Credit Agreement Refinancing Indebtedness, transaction not prohibited by any Junior Financing Loan Document or any Indebtedness incurred under that has been consented to in accordance with Section 7.03(v). If 11.1.
(b) Upon request by the Administrative Agent requests at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release (pursuant to clause (a) above) any Guarantor from its obligations under the Guaranty pursuant Guarantee.
(c) At such time as the Loans, the Reimbursement Obligations and the other Obligations (other than (i) contingent obligations for which no claim has been made, (ii) Cash Management Obligations as to this Section 9.10. In which arrangements reasonably satisfactory to the Cash Management Providers have been made and (iii) obligations under Specified Swap Agreements as to which arrangements reasonably satisfactory to the Qualified Counterparties have been made) shall have been satisfied by payment in full in immediately available funds, the Commitments have been terminated and no Letters of Credit shall be outstanding or all outstanding Letters of Credit have been Collateralized or, to the reasonable satisfaction of the applicable Issuing Lender, rolled into another credit facility, the Collateral shall be automatically released from the Liens created by the Security Documents, and the Security Documents and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent and each case as specified Group Member under the Security Documents shall automatically terminate, all without delivery of any instrument or performance of any act by any Person.
(d) If (i) a Guarantor was released from its obligations under the Guarantee, (ii) a Borrower was released from its obligations under the Loan Documents or (iii) the Collateral was released from the assignment and security interest granted under the Security Document (or the interest in this Section 9.10such item subordinated), the Administrative Agent will (and each Lender irrevocably authorizes the Administrative Agent to), at the Borrower’s expense, ) execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such Guarantor from its obligations under the Guarantee or such Co-Borrower from its obligations under the Loan Documents, the release of such item of Collateral from the assignment and security interest granted under the Collateral Security Documents or to subordinate its interest in such item, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.1010.10.
(e) If as a result of any transaction not prohibited by this Agreement (i) any Guarantor or Borrower (other than the Top Borrower or any other Borrower) becomes an Excluded Subsidiary or a Foreign Subsidiary or any Guarantor or Borrower (other than the Top Borrower or any other Borrower) is sold (or consolidates or merges with a Person that is not a Loan Party), then (x) such Guarantor’s Guarantee (or the obligations of such Borrower under the Loan Documents) and all Liens on the Obligations of such Borrower or Guarantor shall be automatically released, and (y) the Capital Stock of such Guarantor or Borrower (other than, in the case of a Guarantor or Borrower that so becomes an Excluded Subsidiary solely by reason of being a CFC or a FSHCO, 65% of the total outstanding voting Capital Stock and 100% of the total outstanding non-voting Capital Stock of such Guarantor or such Borrower that, in each case, is directly owned by a Borrower or another Guarantor) shall be automatically released from the security interests created by the Loan Documents, (ii) any Excluded Subsidiary ceases to be directly owned by a Borrower or Guarantor, then the Capital Stock of such Subsidiary shall be automatically released from any security interests created by the Loan Documents; provided that no Borrower shall be released from its obligations hereunder unless and until all of its borrowing obligations have been paid in full (or assigned to the Top Borrower or another Borrower pursuant to Section 11.6), all commitments to lend to such Borrower have been terminated, and it has resigned as a Borrower pursuant to Section 12.3, or (iii) any asset becomes an Excluded Asset or an asset owned by an Excluded Subsidiary or a Foreign Subsidiary, then such asset shall be automatically released from any security interests created by the Loan Documents. The parties hereto acknowledge and agree that In connection with any termination or release pursuant to this Section 10.10(e), the Administrative Agent may rely conclusively as and any applicable Lender shall promptly execute and deliver to any Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release. Any execution and delivery of the matters described in documents pursuant to this Section 9.10 and Section 11.09 (including as to its authority hereunder and thereunder10.10(e) on a certificate or similar instrument provided to it by any Loan Party without further inquiry or investigation, which certificate shall be delivered without recourse to or warranty by the Administrative Agent by the Loan Parties upon reasonable requestor any Lender.
Appears in 2 contracts
Samples: Incremental and Refinancing Amendment (Powerschool Holdings, Inc.), First Lien Credit Agreement (Powerschool Holdings, Inc.)
Collateral and Guaranty Matters. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by The Lenders irrevocably authorize the Administrative Agent, the Collateral Agent or Required Lenders in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Administrative Agent, the Collateral 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 of the Lenders. Each of the Administrative Agent and the Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any Collateral or Collateral Documents which may be necessary to create, perfect and maintain perfected security interests in and liens upon the Collateral granted pursuant to the Collateral Documents. Each of the Lenders irrevocably authorizes each of the Administrative Agent and the Collateral Agent, at its option, option and in its sole discretion:,
(a) to enter into and sign for and on behalf of the Lenders as Secured Parties the Collateral Documents for the benefit of the Lenders and the other Secured Parties;
(b) to automatically release or subordinate any Lien on any property Collateral granted to or held by the Administrative Agent under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all Secured Obligations (other than Cash Management Obligations, Obligations not yet due and payable in respect of Secured Hedge Agreements, contingent obligations not yet due and Cash Collateralized or backstopped Letters of Credit) and the expiration or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized or as to which other arrangements reasonably satisfactory to the Administrative Agent and the applicable L/C Issuers shall have been madeindemnification obligations), (ii) at the time the property subject to such Lien that is sold or transferred or to be sold or transferred to a Person that is not a Loan Party as part of or in connection with any Disposition to a non-Loan Party permitted hereunder or under any other Loan Document, any Involuntary Disposition or any sale, transfer or other disposition described in the definition of “Disposition”, (iii) subject pursuant to Section 10.01, if the release of such Lien is approved, authorized Intercreditor Agreement or ratified in writing by the Required Lenders Relative Rights Agreement or (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to as approved in accordance with Section 9.10(d)11.01;
(cb) to subordinate any Lien on any property Property granted to or held by the Administrative Agent under any Loan Document to another the holder of any Lien (i) permitted to exist on such property and (ii) expressly Property that is permitted to be senior to the Liens of the Secured Parties under this Agreement; andby Section 8.01;
(dc) to release any Guarantor from its obligations under the Guaranty Guaranty, as permitted hereunder or if such Person ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary as a result of a transaction or designation permitted hereunder;
(d) to assign the Liens on (i) the Capital Stock of the Tenant Subsidiaries and (ii) any assets or property of the Tenant Subsidiaries under Loan Documents to the Ventas Assignee upon the consummation of the Ventas Purchase Option and the Ventas Purchase Option Assignment;
(e) to assign the guarantees provided by the Tenant Subsidiaries to the Ventas Assignee upon consummation of the Ventas Purchase Option and the Ventas Purchase Option Assignment; provided that no such and
(f) to release shall occur if such Guarantor continues the Liens on the assets and properties of the Tenant Subsidiaries subject to be a guarantor in respect the Ventas Asset Purchase upon consummation of any Credit Agreement Refinancing Indebtedness, any Junior Financing or any Indebtedness incurred under Section 7.03(v)the Ventas Asset Purchase. If Upon request by the Administrative Agent requests at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of propertyProperty, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.1010.11. In Notwithstanding anything to the contrary herein, each case as specified in this Section 9.10Lender acknowledges and agrees that upon the consummation of the Ventas Purchase Option and the Ventas Purchase Option Assignment, the Administrative Agent will (and each Lender irrevocably authorizes Term Loans held by such Lenders shall no longer receive the Administrative Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release benefit of such item of any guarantees or Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The parties hereto acknowledge and agree that the Administrative Agent may rely conclusively as to any of the matters described in this Section 9.10 and Section 11.09 (including as to its authority hereunder and thereunder) on a certificate or similar instrument provided to it by any Loan Party without further inquiry or investigation, which certificate shall be delivered to the Administrative Agent by the Loan Parties upon reasonable requestTenant Subsidiaries.
Appears in 2 contracts
Samples: Term Loan Credit Agreement (Ardent Health Partners, LLC), Term Loan Credit Agreement (Ardent Health Partners, LLC)
Collateral and Guaranty Matters. Each Without limiting the provisions of Section 10.09, each Lender hereby agrees, (including in its capacities as a potential Cash Management Bank and each holder of any Note by a potential Hedge Bank) and L/C Issuer irrevocably authorizes the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by Collateral Agent and the Administrative Agent, the Collateral Agent or Required Lenders in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Administrative Agent, the Collateral 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 of the Lenders. Each of the Administrative Agent and the Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any Collateral or Collateral Documents which may be necessary to create, perfect and maintain perfected security interests in and liens upon the Collateral granted pursuant to the Collateral Documents. Each of the Lenders irrevocably authorizes each of the Administrative Agent and the Collateral Agent, at its option, option and in its sole discretion:,
(a) to enter into and sign for and on behalf of the Lenders as Secured Parties the Collateral Documents for the benefit of the Lenders and the other Secured Parties;
(b) to automatically release any Lien on any property granted to or held by the Administrative Collateral Agent under any Loan Document (i) upon termination of the Aggregate Commitments Facilities and payment in full of all Secured Obligations (other than (A) contingent indemnification obligations and (B) obligations and liabilities under Secured Cash Management Obligations, Obligations not yet due Agreements and payable in respect of Secured Hedge Agreements, contingent obligations not yet due and Agreements as to which arrangements reasonably satisfactory to the applicable Cash Collateralized or backstopped Letters Management Bank of CreditHedge Bank shall have been made) and the expiration or termination of all Commitments and Letters of Credit (other than Letters of Credit which that have been Cash Collateralized or as to which other arrangements reasonably in a manner satisfactory to the Administrative Agent and the applicable L/C Issuers shall have been madeIssuer), (ii) at that constitutes Excluded Assets (as defined in the time the property subject to such Lien Security Agreement) as a result of a transaction permitted by this Agreement, (iii) that is sold or transferred otherwise disposed of or to be sold or transferred otherwise disposed of as part of or in connection with any Disposition to a non-Loan Party sale or other disposition permitted hereunder or under any other Loan Document, in each case, to a Person that is not a Loan Party, or (iiiiv) subject to Section 10.0111.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders or (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to Section 9.10(d)Lenders;
(cb) to subordinate any Lien on any property granted to or held by the Administrative Collateral Agent under any Loan Document to another the holder of any Lien (i) permitted to exist on such property and (iithat is permitted by Section 8.01(o) expressly permitted to be senior to the Liens extent the holder of such Lien requires that the Lien of the Secured Parties under this AgreementCollateral Agent on such property be so subordinated; and
(dc) to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary as a result of a transaction or designation permitted hereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of any Credit Agreement Refinancing Indebtedness, any Junior Financing or any Indebtedness incurred under Section 7.03(v)the Loan Documents. If Upon request by the Administrative Agent requests or the Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.1010.10. In each case as specified in this Section 9.1010.10, the Administrative Collateral Agent will (and each Lender irrevocably authorizes the Administrative Agent to)will, at the Borrower’s expenseexpense and upon receipt of a certificate from a Responsible Officer of the Borrower (upon which the Administrative Agent and the Collateral Agent may conclusively rely), execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request (and in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent) to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to evidence the release of such Guarantor from its obligations under the GuarantyLoan Documents, in each case in accordance with the terms of the Loan Documents and this Section 9.1010.10. The parties hereto acknowledge and agree that the Administrative Agent may rely conclusively as and the Collateral Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the matters described in this Section 9.10 and Section 11.09 (including as to its authority hereunder and thereunder) on a Collateral, the existence, priority or perfection of the Collateral Agent’s Lien thereon, or any certificate or similar instrument provided to it prepared by any Loan Party without further inquiry or investigationin connection therewith, which certificate nor shall be delivered to the Administrative Agent by or the Loan Parties upon reasonable requestCollateral Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.
Appears in 2 contracts
Samples: Credit Agreement (Everi Holdings Inc.), Credit Agreement (Everi Holdings Inc.)
Collateral and Guaranty Matters. Each Lender hereby agreesWithout limiting the provisions of Section 9.09 or Section 10.08, each of the Lenders (including in its capacities as a potential Secured Ancillary Lender) and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by L/C Issuer and the Administrative Agent, the Collateral Agent or Required Lenders in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Administrative Agent, the Collateral 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 of the Lenders. Each of the Administrative Agent and the Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any Collateral or Collateral Documents which may be necessary to create, perfect and maintain perfected security interests in and liens upon the Collateral granted pursuant to the Collateral Documents. Each of the Lenders irrevocably authorizes each of the Administrative Agent and the Collateral Agent, at its option, and in its sole discretion:agree that,
(a) to enter into and sign for and on behalf of the Lenders as Secured Parties the Collateral Documents for the benefit of the Lenders and the other Secured Parties;
(b) to automatically release any Lien on any property granted to or held by the Administrative Agent under any Loan Document shall be automatically released (i) upon termination of the Aggregate Commitments and payment in full of all Secured Obligations (other than Cash Management Obligations, (A) contingent indemnification obligations and (B) Ancillary Obligations not yet due and payable in respect of as to which arrangements satisfactory to the applicable Secured Hedge Agreements, contingent obligations not yet due and Cash Collateralized or backstopped Letters of CreditAncillary Lender shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized or as to which other arrangements reasonably satisfactory to the Administrative Agent and the applicable L/C Issuers Issuer shall have been made), (ii) at upon the time the sale, disposition or transfer of such property subject to such Lien is sold or transferred or to be sold or transferred of as part of or in connection with any Disposition to a non-Loan Party sale or other disposition permitted hereunder or under any other Loan DocumentDocument to a Person that is not a Loan Party, or (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders or in accordance with Section 10.01 and Section 10.25, as applicable;
(ivb) if the property subject to such Lien is owned by a Guarantor, upon release of such any Subsidiary Guarantor shall be automatically released from its obligations under its the Subsidiary Guaranty pursuant if such Person (i) ceases to Section 9.10(dbe a Subsidiary as a result of a transaction permitted hereunder or (ii) at the request of the Company, if such Subsidiary later qualifies as an Excluded Subsidiary (through transactions not otherwise prohibited hereunder);; and
(c) the Administrative Agent will, and the Lenders irrevocably authorize the Administrative Agent to subordinate or release any Lien on any property granted to or held by the Administrative Agent for the benefit of the Secured Parties under any Loan Document to another the holder of any Lien (i) permitted to exist on such property and (ii) expressly that is permitted to be senior to the Liens of the Secured Parties under this Agreement; and
(d) to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary as a result of a transaction or designation permitted hereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of any Credit Agreement Refinancing Indebtedness, any Junior Financing or any Indebtedness incurred under by Section 7.03(v7.01(e). If Upon request by the Administrative Agent requests at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will (and each Lender irrevocably authorizes the Administrative Agent to)will, at the BorrowerCompany’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to evidence the release of such Guarantor guarantor from its obligations under the Subsidiary Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The parties hereto acknowledge and agree that the Administrative Agent may rely conclusively as to any of the matters described in this Section 9.10 and Section 11.09 (including as to its authority hereunder and thereunder) on a certificate or similar instrument provided to it by any Loan Party without further inquiry or investigation, which certificate shall be delivered to the Administrative Agent by the Loan Parties upon reasonable request.
Appears in 2 contracts
Samples: Credit Agreement (Hain Celestial Group Inc), Credit Agreement (Hain Celestial Group Inc)
Collateral and Guaranty Matters. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, agrees that any action taken by the Administrative Agent, the Collateral Agent or the Required Lenders in accordance with the provisions of this Agreement or of the Collateral other Loan Documents, and the exercise by the Administrative Agent, the Collateral 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 of the Lenders. Each Without limiting the generality of the Administrative Agent foregoing, the Lenders irrevocably authorize and instruct the Collateral Agent, and the Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any Collateral or Collateral Documents which may be necessary to create, perfect and maintain perfected security interests in and liens upon the Collateral granted pursuant to the Collateral Documents. Each of the Lenders irrevocably authorizes each of the Administrative Agent and the Collateral Agent, at its option, and in its sole discretionagrees:
(a) to enter into and sign for and on behalf of the Lenders as Secured Parties the Collateral Documents for the benefit of the Lenders and the other Secured Parties;
(b) to automatically release any Lien on any property granted to or held by the Administrative Collateral Agent under any Loan Collateral Document (i) upon termination of the Aggregate Commitments payment and payment satisfaction in full of all Secured Obligations (other than Cash Management Obligations, Obligations not yet due and payable in respect of Secured Hedge Agreements, contingent indemnification obligations not yet due and Cash Collateralized or backstopped Letters of Credit) and the expiration or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized or as to which other arrangements reasonably satisfactory to the Administrative Agent and extent no claim giving rise thereto has been asserted) in accordance with the applicable L/C Issuers shall have been made)terms of this Agreement, (ii) at the time the property subject to such Lien that is sold or transferred sold, transferred, disposed or to be sold or transferred sold, transferred, disposed as part of or in connection with any Disposition sale, transfer or other disposition (other than any sale to a non-Loan Party Credit Party) permitted hereunder or under any other Loan Documenthereunder, (iii) subject to Section 10.0111.5, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders Lenders, or (iv) if to the extent such property subject to such Lien is owned by a Guarantor, upon the release of such Guarantor from its obligations under its Guaranty the Loan Documents pursuant to Section 9.10(d)clause (c) below;
(cb) to subordinate any Lien on any property granted to or held by the Administrative Collateral Agent under any Loan Document to another the holder of any Lien (i) permitted to exist on such property that is permitted by clause (d), (i), (j), (m), (n) and (iir) expressly permitted to be senior to the Liens of the Secured Parties definition of “Permitted Liens” (solely with respect to modifications, replacements, extensions or renewals of Liens permitted under this Agreement; andclause (d), (i), (j), (m) and (n) of the definition of “Permitted Liens”);
(dc) to release any Guarantor (other than Parent or Borrower) from its obligations under the Guaranty each Collateral Document if such Person ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder or designation upon payment and satisfaction in full of all Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) in accordance with this Agreement;
(d) to enter into non-disturbance and similar agreements in connection with the licensing of Intellectual Property permitted hereunderpursuant to the terms of this Agreement; provided and
(e) to enter into any subordination, intercreditor or other similar agreement with respect to any Permitted Indebtedness that no such release shall occur if such Guarantor continues constitutes Subordinated Debt. Without prejudice to be a guarantor in respect of any Credit Agreement Refinancing Indebtednessthe obligation to fulfill the foregoing, any Junior Financing or any Indebtedness incurred under Section 7.03(v). If upon request by the Administrative Collateral Agent requests at any time, time the Required Lenders will confirm in writing the Administrative Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor (other than Parent or Borrower) from its obligations under the Guaranty each Collateral Document pursuant to this Section 9.1012.8. In each case as specified in this Section 9.1012.8, the Administrative Collateral Agent will (and each Lender irrevocably authorizes and instructs the Administrative Collateral Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Credit Party such documents as such Loan Credit Party may reasonably request (i) to evidence the release or subordination of such item of Collateral from the assignment Liens and security interest interests granted under the Collateral Documents Documents, (ii) to enter into non-disturbance or similar agreements in connection with the licensing of Intellectual Property, (iii) to subordinate its interest in such itementer into any subordination, intercreditor or other similar agreement with respect to any Permitted Indebtedness that constitutes Subordinated Debt or (iv) to evidence the release of such any Guarantor (as applicable) from its obligations under the Guarantyeach Collateral Document, in each case in accordance with the terms of the Loan Documents and this Section 9.1012.8 and in form and substance reasonably acceptable to the Collateral Agent. The parties hereto acknowledge and agree that Without limiting the Administrative generality of Section 12.10 below, the Collateral Agent may rely conclusively as shall deliver to the Lenders notice of any of the matters described in action taken by it under this Section 9.10 12.8 promptly after the taking thereof; provided that delivery of or failure to deliver any such notice shall not affect the Collateral Agent’s rights, powers, privileges and protections under this Section 11.09 (including as to its authority hereunder and thereunder) on a certificate or similar instrument provided to it by any Loan Party without further inquiry or investigation, which certificate shall be delivered to the Administrative Agent by the Loan Parties upon reasonable request12.
Appears in 2 contracts
Samples: Loan Agreement (UroGen Pharma Ltd.), Loan Agreement (UroGen Pharma Ltd.)
Collateral and Guaranty Matters. Each Lender hereby agreesThe Lenders irrevocably agree, and each holder subject to the terms of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Administrative Agent, the Collateral Agent or Required Lenders in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Administrative Agent, the Collateral 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 of the Lenders. Each of the Administrative Agent and the Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any Collateral or Collateral Documents which may be necessary to create, perfect and maintain perfected security interests in and liens upon the Collateral granted pursuant to the Collateral Documents. Each of the Lenders irrevocably authorizes each of the Administrative Agent and the Collateral Agent, at its option, and in its sole discretionApplicable Intercreditor Agreement:
(a) to enter into and sign for and on behalf of the Lenders as Secured Parties the Collateral Documents for the benefit of the Lenders and the other Secured Parties;
(b) to automatically release that any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document shall be automatically released (i) upon termination of the Aggregate Commitments and payment in full of all Secured Obligations (other than Cash Management Obligations, Obligations not yet due and payable in respect of (x) obligations under Secured Hedge Agreements, and (y) contingent indemnification and expense obligations not yet due accrued and Cash Collateralized or backstopped Letters of Credit) and the expiration or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized or as to which other arrangements reasonably satisfactory to the Administrative Agent and the applicable L/C Issuers shall have been madepayable), (ii) at the time the property subject to such Lien is sold or transferred or to be sold or transferred as part of or in connection with any Disposition to a non-Loan Party transfer permitted hereunder or under any other Loan DocumentDocument to any Person other than the Holdings, the Borrower or any Subsidiary Guarantor, (iii) subject to Section 10.019.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders or Lenders, (iv) if the property subject to such Lien is owned by a Subsidiary Guarantor, upon release of such Subsidiary Guarantor from its obligations under its the Guaranty pursuant to Section 9.10(d)clause (c) below, (v) if such property constitutes or becomes Excluded Assets as a result of an occurrence not prohibited hereunder; provided that, in the case of any Equity Interests that become Excluded Assets solely as a result of the issuer of such Equity Interests becoming a non-wholly owned Subsidiary, any Lien on such Equity Interests shall only be released under this Agreement or the other applicable Loan Documents if such Subsidiary became a non-wholly owned Subsidiary pursuant to a transaction in which such Subsidiary becomes a joint venture for bona fide business purposes (other than financing purposes) with respect to which the applicable joint venture partner is not Holdings or an Affiliate of Holdings or (vi) as required pursuant to the terms of any Applicable Intercreditor Agreement;
(cb) to release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to another the holder of any Lien (i) permitted to exist on such property and that is permitted pursuant to clause (iic), (d), (h), (m), (n) expressly permitted (other than any Lien on the Capital Stock of any Loan Party), (p) (other than clause (5) thereof) (which, in the case of this clause (p), shall be limited to be senior subordination only, and, in the case of clause (p)(1) thereof, only to the extent such Lien has priority as a matter of law over the Liens securing the Secured Obligations), (u) (which, in the case of this clause (u), shall be limited to subordination only), (v) or (o) (solely, with respect to this clause (o), in respect of the Secured Parties under this Agreementforegoing and limited to subordination only to the extent the relevant foregoing clause was limited to subordination only) of the definition of “Permitted Liens”; and
(dc) to release any Guarantor shall be automatically released from its obligations under the Guaranty (i) in the case of a Restricted Subsidiary that is a Guarantor, if such Person ceases to be a Restricted Subsidiary or otherwise becomes an Excluded Subsidiary as a result of a transaction or designation permitted hereunderhereunder (including as a result of a Restricted Subsidiary that is a Subsidiary Guarantor being designated as an Unrestricted Subsidiary) or (ii) in the case of Holdings or any other Guarantor, upon the happening of the events described in clause (a)(i) above; provided that that, in the case of each of clauses (i) and (ii), (x) no such release shall occur if such Subsidiary Guarantor continues to be a guarantor in respect of any Subordinated Obligations, the ABL Credit Agreement Refinancing IndebtednessAgreement, any Junior Financing Incremental Equivalent Debt or any other Indebtedness incurred (other than Loans) in excess of the Threshold Amount and Refinancing Debt in respect of any of the foregoing and (y) in the case of any such Guarantor that becomes an Excluded Subsidiary solely as a result of becoming a non-wholly owned Subsidiary, such Guarantor shall only be released from its obligations under Section 7.03(v)this Agreement or the other applicable Loan Documents if such Restricted Subsidiary became a non-wholly owned Subsidiary pursuant to a transaction in which such Restricted Subsidiary becomes a joint venture for bona fide business purposes (other than financing purposes) with respect to which the applicable joint venture partner is not Holdings or an Affiliate of Holdings. If Upon request by the Administrative Agent requests at any time, the Required Lenders (or such greater number of Lenders as may be required under Section 9.01) will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Guaranty pursuant to this Section 9.108.11. In each case as specified in this Section 9.108.11, the Administrative Agent will (and each Lender irrevocably authorizes the Administrative Agent to and the Collateral Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such itemDocuments, or to evidence the release of such Subsidiary Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.108.11. The parties hereto acknowledge and agree that the Administrative Agent and the Collateral Agent may rely conclusively as to any of the matters described in this Section 9.10 and Section 11.09 8.11 (including as to its authority hereunder and thereunderhereunder) on a certificate or similar instrument provided to it by any Loan Party without further inquiry or investigation, which certificate shall be delivered to the Administrative Agent and the Collateral Agent by the Loan Parties upon reasonable request.
Appears in 2 contracts
Samples: Credit Agreement (Mattress Firm Group Inc.), Credit Agreement (Mattress Firm Group Inc.)
Collateral and Guaranty Matters. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Administrative Agent, the Collateral Agent or Required Lenders in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Administrative Agent, the Collateral 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 of the Lenders. Each of the Administrative Agent and the Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any Collateral or Collateral Documents which may be necessary to create, perfect and maintain perfected security interests in and liens upon the Collateral granted pursuant to the Collateral Documents. Each of the Lenders (including in their capacities as potential Hedge Banks party to a Secured Hedge Agreement and potential Cash Management Banks party to a Secured Cash Management Agreement) and each L/C Issuer irrevocably authorizes each of authorize and direct the Administrative Agent to, and the Collateral AgentAdministrative Agent shall, at its option, and in its sole discretion:upon the request of the Borrower,
(a) to enter into and sign for and on behalf of the Lenders as Secured Parties the Collateral Documents for the benefit of the Lenders and the other Secured Parties;
(b) to automatically release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all Secured Obligations then due and owing (other than (A) contingent indemnification or other contingent obligations as to which no claim has been asserted and (B) obligations and liabilities under Secured Cash Management Obligations, Obligations not yet due Agreements and payable in respect of Secured Hedge Agreements, contingent obligations not yet due and Cash Collateralized or backstopped Letters of Creditfor which alternative arrangements satisfactory to the Hedge Bank(s) have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized or as to which other arrangements reasonably satisfactory to the Administrative Agent and the applicable L/C Issuers shall have been madeCollateralized), (ii) at the time the property subject to such Lien that is sold sold, disposed of or transferred distributed or to be sold sold, disposed of or transferred distributed as part of or in connection with any Disposition to a non-Loan Party sale permitted hereunder or under any other Loan DocumentDocument to a Person that is not a Loan Party, (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders or Lenders, (iv) if the property subject to such Lien is owned by a Guarantor, Subsidiary Guarantor upon release of such Subsidiary Guarantor from its obligations under its Guaranty pursuant to Section 9.10(d)clause (c) below or (v) upon property constituting Excluded Assets;
(cb) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to another the holder of any Lien (i) permitted to exist on such property and (ii) expressly that is permitted to be senior to the Liens of Lien held by the Secured Parties under this Agreement; andAdministrative Agent by Section 7.01(i) or (p), pursuant to documents reasonably satisfactory to the Administrative Agent;
(dc) to release any Subsidiary Guarantor from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary or otherwise becomes an Excluded Subsidiary as a result of a transaction or designation permitted hereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of any Credit Agreement Refinancing Indebtedness, any Junior Financing or any Indebtedness incurred under Section 7.03(v)and
(d) establish intercreditor arrangements as contemplated by this Agreement. If Upon request by the Administrative Agent requests at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.109.11. In each case as specified in this Section 9.109.11, the Administrative Agent will (and each Lender irrevocably authorizes the Administrative Agent to)will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents Documents, or to subordinate its interest in such itemany Lien thereon granted to or held by the Administrative Agent, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The parties hereto acknowledge and agree that 9.11; provided that, to the extent requested by the Administrative Agent may rely conclusively as to any of Agent, the matters described in this Section 9.10 and Section 11.09 (including as to its authority hereunder and thereunder) on a certificate or similar instrument provided to it by any Loan Party without further inquiry or investigation, which certificate Borrower shall be have delivered to the Administrative Agent by a certificate of a Responsible Officer of the Borrower certifying that any such transaction has been consummated in compliance with this Agreement and the other Loan Parties upon reasonable requestDocuments.
Appears in 2 contracts
Samples: Credit Agreement (Visteon Corp), Credit Agreement (Visteon Corp)
Collateral and Guaranty Matters. Each Lender hereby agreesof the Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) and the Issuers irrevocably authorizes the Administrative Agent and the Collateral Agent, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Administrative Agent, the Collateral Agent or Required Lenders in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Administrative Agent, the Collateral 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 of the Lenders. Each of the Administrative Agent and the Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any Collateral or Collateral Documents which may be necessary to create, perfect and maintain perfected security interests in and liens upon the Collateral granted pursuant to the Collateral Documents. Each of the Lenders irrevocably authorizes each of the Administrative Agent and the Collateral Agent, at its option, and in its sole discretionagrees that it will:
(a) to enter into and sign for and on behalf of the Lenders as Secured Parties the Collateral Documents for the benefit of the Lenders and the other Secured Parties;
(b) to automatically release any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all Secured Obligations (other than (x) obligations and liabilities under Secured Hedge Agreements as to which arrangements satisfactory to the applicable Hedge Bank shall have been made, (y) Cash Management Obligations, Obligations not yet due as to which arrangements satisfactory to the applicable Cash Management Bank shall have been made and payable in respect of Secured Hedge Agreements, (z) contingent indemnification obligations not yet due accrued and Cash Collateralized or backstopped Letters of Creditpayable) and the expiration or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized or as to which other arrangements reasonably satisfactory to the Administrative Agent and the each applicable L/C Issuers Issuer shall have been made), (ii) at the time the property subject to such Lien is sold or transferred or to be sold or transferred as part of or in connection with any Disposition to a non-Loan Party transfer permitted hereunder or under any other Loan DocumentDocument to any Person other than Holdings, the Borrower or any of its Domestic Subsidiaries that are Guarantors, (iii) subject to Section 10.0112.1, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders Requisite Lenders, or (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to Section 9.10(d)clause (c) below;
(cb) to release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to another the holder of any Lien (i) permitted to exist on such property and (ii) expressly that is permitted to be senior to the Liens of the Secured Parties under this Agreement; andby Section 9.1(i);
(dc) to release any Guarantor from its obligations under the Guaranty if (i) in the case of any Subsidiary, such Person ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary as a result of a transaction or designation permitted hereunder or (ii) in the case of Holdings, as a result of a transaction permitted hereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of any Credit Agreement Refinancing Indebtednessthe Term Facility, Senior Notes or any Junior Financing or Financing; and
(d) if any Indebtedness incurred under Section 7.03(vGuarantor shall cease to be a Material Subsidiary (as certified in writing by a Responsible Officer). If , and the Borrower notifies the Administrative Agent requests in writing that it wishes such Guarantor to be released from its obligations under the Guaranty and provides the Administrative Agent and the Collateral Agent such certifications or documents as either such Agent shall reasonably request, (i) release such Subsidiary from its obligations under the Guaranty and (ii) release any Liens granted by such Subsidiary or Liens on the Equity Interests of such Subsidiary; provided that no such release shall occur if such Subsidiary continues to be a guarantor in respect of the Term Facility, the Senior Notes or any other Junior Financing. Upon request by the Administrative Agent at any time, the Required Requisite Lenders will confirm in writing the Administrative Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.1011.11. In each case as specified in this Section 9.1011.11, the Administrative applicable Agent will (and each Lender irrevocably authorizes the Administrative applicable Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such itemDocuments, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The parties hereto acknowledge and agree that the Administrative Agent may rely conclusively as to any of the matters described in this Section 9.10 and Section 11.09 (including as to its authority hereunder and thereunder) on a certificate or similar instrument provided to it by any Loan Party without further inquiry or investigation, which certificate shall be delivered to the Administrative Agent by the Loan Parties upon reasonable request11.11.
Appears in 2 contracts
Samples: Credit Agreement (Chinos Holdings, Inc.), Credit Agreement (J Crew Group Inc)
Collateral and Guaranty Matters. Each Lender hereby agrees, (including in its capacity as a counterparty to a Secured Hedge Agreement or Treasury Services Agreement) and each holder other Secured Party by its acceptance of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Administrative Agent, the Collateral Agent or Required Lenders in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Administrative Agent, the Collateral 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 of the Lenders. Each of the Administrative Agent and the Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any Collateral or Collateral Documents which may be necessary to create, perfect and maintain perfected security interests in and liens upon the Collateral granted pursuant to the Collateral Documents. Each of the Lenders irrevocably authorizes each of the Administrative Agent and the Collateral Agent, at its option, and in its sole discretionagrees:
(a) to enter into and sign for and on behalf of the Lenders as Secured Parties the Collateral Documents for the benefit of the Lenders and the other Secured Parties;
(b) to automatically release that any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document shall be automatically released (i) upon termination of the Aggregate Commitments and payment Payment in full of all Secured Obligations (other than Cash Management Obligations, Obligations not yet due and payable in respect of Secured Hedge Agreements, contingent obligations not yet due and Cash Collateralized or backstopped Letters of Credit) and the expiration or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized or as to which other arrangements reasonably satisfactory to the Administrative Agent and the applicable L/C Issuers shall have been made)Full, (ii) at the time the property subject to such Lien is sold or transferred Disposed or to be sold or transferred Disposed as part of or in connection with any Disposition to a non-Loan Party permitted hereunder or under any other Loan DocumentDocument to any Person other than a Person required to xxxxx x Xxxx to the Administrative Agent or the Collateral Agent under the Loan Documents, (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders or Lenders, (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to Section 9.10(d)clause (c) or (d) below, (v) to the extent (and only for so long as) such property constitutes an “Excluded Asset” or (vi) if the release of such Lien on such property is permitted under the terms of each applicable Collateral Document;
(cb) to that upon the request of the Borrower, the Administrative Agent and the Collateral Agent shall release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to another the holder of any Lien (i) permitted to exist on such property and that is permitted by Sections 7.01(u) or (iiw) expressly permitted to be senior (in the case of clause (w), to the Liens extent required by the terms of the Secured Parties under this Agreement; andobligations secured by such Liens) pursuant to documents reasonably acceptable to the Administrative Agent;
(dc) to release that any Subsidiary Guarantor shall be automatically released from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary as a result of a transaction or designation permitted hereunder; provided that no such release shall occur if such Subsidiary Guarantor continues to be a guarantor in respect of any Credit Agreement Refinancing Indebtedness, any Junior Financing with a principal amount in excess of the Threshold Amount;
(d) at the sole option of the Borrower, Holdings or any Indebtedness incurred existing entity constituting “Holdings” shall be released from its obligations under Section 7.03(v). If the Guaranty if such entity ceases to be the direct parent of the Borrower as a result of a transaction or designation permitted pursuant to the definition thereof and otherwise permitted hereunder, subject to the assumption of all obligations of “Holdings” under the Loan Documents by such other Domestic Subsidiary of Holdings that directly owns 100% of the issued and outstanding Equity Interests in the Borrower pursuant to the definition thereof and satisfaction of the Collateral and Guarantee Requirements by such Domestic Subsidiary of Holdings; provided that 100% of the Equity Interests of the Borrower shall be pledged to the Administrative Agent requests to secure the Obligations; and
(e) the Collateral Agent may, without any further consent of any Lender, enter into (or enter into any supplement or amendment thereto, or an amendment and restatement or replacement thereof) (i) a First Lien Intercreditor Agreement with the applicable Other Debt Representatives with respect to Indebtedness permitted under Section 7.03 where such Indebtedness is secured by Liens permitted under Section 7.01 that the Borrower elects to secure on a pari passu basis with the Liens securing the Obligations and/or (ii) a Junior Lien Intercreditor Agreement with the applicable Other Debt Representatives with respect to Indebtedness permitted under Section 7.03 where such Indebtedness is secured by Liens permitted under Section 7.01 that the Borrower elects to secure on a junior basis to the Liens securing the Obligations. The Collateral Agent may rely exclusively on a certificate of a Responsible Officer of the Borrower as to whether any such other Liens are permitted. Any First Lien Intercreditor Agreement or any Junior Lien Intercreditor Agreement (or any supplement or amendment thereto, or amendment and restatement or replacement thereof) entered into by the Collateral Agent in accordance with the terms of this Agreement shall be binding on the Secured Parties. Upon request by the Administrative Agent or the Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.109.11. In each case as specified in this Section 9.109.11, the Administrative Agent or the Collateral Agent will promptly upon the request of the Borrower (and each Lender hereby irrevocably authorizes and directs the Administrative Agent and the Collateral Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party the Borrower may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such itemDocuments, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The parties hereto acknowledge 9.11 (and agree that each Lender irrevocably authorizes and directs the Administrative Agent may to rely conclusively as to any of the matters described in this Section 9.10 and Section 11.09 (including as to its authority hereunder and thereunder) on a certificate or similar instrument of a Responsible Officer of the Borrower to that effect provided to it by any Loan Party without further inquiry or investigation, which ). Any execution and delivery of documents pursuant to this Section and the reliance of any certificate delivered by the Borrower shall be delivered to without recourse to, warranty by or liability of the Administrative Agent or the Collateral Agent. For the avoidance of doubt, no release of Collateral or any Guarantor effected in the manner permitted by this Section 9.11 shall require the Loan Parties upon reasonable requestconsent of any holder of obligations under any Secured Hedge Agreement or any Treasury Services Agreements.
Appears in 2 contracts
Samples: Credit Agreement (Apria, Inc.), Credit Agreement (Apria, Inc.)
Collateral and Guaranty Matters. Each Lender hereby agreesWithout limiting the provisions of Section 9.09, the Lenders and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by L/C Issuer irrevocably authorize the Administrative Agent, the Collateral Agent or Required Lenders in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Administrative Agent, the Collateral 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 of the Lenders. Each of the Administrative Agent and the Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any Collateral or Collateral Documents which may be necessary to create, perfect and maintain perfected security interests in and liens upon the Collateral granted pursuant to the Collateral Documents. Each of the Lenders irrevocably authorizes each of the Administrative Agent and the Collateral Agent, at its option, option and in its sole discretion:,
(a) to enter into and sign for and on behalf of the Lenders as Secured Parties the Collateral Documents for the benefit of the Lenders and the other Secured Parties;
(b) to automatically release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all Secured Obligations (other than Cash Management Obligations, Obligations not yet due and payable in respect of Secured Hedge Agreements, contingent indemnification obligations not yet due and Cash Collateralized or backstopped Letters of Creditfor which no claim has been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized or as to which other arrangements reasonably satisfactory to the Administrative Agent and the applicable L/C Issuers Issuer shall have been made), (ii) at the time the property subject to such Lien that is sold or transferred otherwise disposed of or to be sold or transferred otherwise disposed of as part of or in connection with any Disposition to a non-Loan Party sale or other disposition permitted hereunder or under any other Loan DocumentDocument to a Person that is not a Loan Party or Affiliate thereof, (iii) that is granted by, or consists of Equity Interests in, a Subsidiary that becomes Excluded Subsidiary or (iv) subject to Section 10.0111.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders or (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to Section 9.10(d);
(c) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to another Lien (i) permitted to exist on such property and (ii) expressly permitted to be senior to the Liens of the Secured Parties under this AgreementLenders; and
(db) to release any Subsidiary Guarantor from its obligations under the Guaranty if such Person (i) ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary of the Borrower as a result of a transaction permitted hereunder or designation permitted hereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of any Credit Agreement Refinancing Indebtedness, any Junior Financing or any Indebtedness incurred under Section 7.03(v)(ii) becomes an Excluded Subsidiary. If Upon request by the Administrative Agent requests at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, any Collateral or to release any Subsidiary Guarantor from its obligations under the Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will (and each Lender irrevocably authorizes the Administrative Agent to)will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such itemDocuments, or to evidence the release of such Subsidiary Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The parties hereto acknowledge and agree that Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent may rely conclusively as to Agent’s Lien thereon, or any of the matters described in this Section 9.10 and Section 11.09 (including as to its authority hereunder and thereunder) on a certificate or similar instrument provided to it prepared by any Loan Party without further inquiry or investigationin connection therewith, which certificate nor shall be delivered to the Administrative Agent by be responsible or liable to the Loan Parties upon reasonable requestLenders for any failure to monitor or maintain any portion of the Collateral.
Appears in 2 contracts
Samples: Credit Agreement (American Residential Properties, Inc.), Credit Agreement (American Residential Properties, Inc.)
Collateral and Guaranty Matters. Each Lender (a) The Lenders hereby agreesirrevocably authorize (and by entering into a Bank Product Agreement, and each holder of any Note by the acceptance thereof will Bank Product Provider shall be deemed to agree, that, except as otherwise set forth herein, authorize) Agent to release any action taken by Lien on any Collateral
(i) upon the Administrative Agent, the Collateral Agent or Required Lenders payment in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Administrative Agent, the Collateral 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 of the Lenders. Each of the Administrative Agent and the Collateral Agent is hereby authorized on behalf full of all of the Obligations (other than contingent expense reimbursement or indemnification obligations for which no claim has been made in writing),
(ii) constituting property being sold or disposed of if a release is required or desirable in connection therewith and, at the request of the Agent, if Borrower certifies to Agent that the sale or disposition is permitted under Section 6.4 and is not a sale or disposition to another Loan Party (and Agent may rely conclusively on any such certificate, without further inquiry),
(iii) constituting property in which no Loan Party or any of its Restricted Subsidiaries owned any interest at the time Agent’s Lien was granted nor at any time thereafter,
(iv) constituting property leased or licensed to a Loan Party or its Restricted Subsidiaries under a lease or license that has expired or is terminated in a transaction permitted under this Agreement,
(v) owned by any Guarantor upon the release of its Guarantee under the Guaranty and Security Agreement in accordance with Section 14.11(b) or
(vi) in connection with a credit bid or purchase authorized under this Section 14.11. The Loan Parties and the Lenders hereby irrevocably authorize (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to authorize) Agent, based upon the instruction of the Required Lenders, to
(A) consent to the sale of, credit bid, or purchase (either directly or indirectly through one or more entities) all or any portion of the Collateral at any sale thereof conducted under the provisions of any Debtor Relief Law, including Section 363 of the Bankruptcy Code,
(B) credit bid or purchase (either directly or indirectly through one or more entities) all or any portion of the Collateral at any sale or other disposition thereof conducted under the provisions of the UCC, including pursuant to Sections 9-610 or 9‑620 of the UCC or other Applicable Law, or
(C) credit bid or purchase (either directly or indirectly through one or more entities) all or any portion of the Collateral at any other sale or foreclosure conducted or consented to by Agent in accordance with Applicable Law in any judicial action or proceeding or by the exercise of any legal or equitable remedy. In connection with any such credit bid or purchase,
(i) the Obligations owed to the Lenders and the Bank Product Providers shall be entitled to be, and shall be, credit bid on a ratable basis (with Obligations with respect to contingent or unliquidated claims being estimated for such purpose if the fixing or liquidation thereof would not impair or unduly delay the ability of Agent to credit bid or purchase at such sale or other disposition of the Collateral and, if such contingent or unliquidated claims cannot be estimated without impairing or unduly delaying the ability of Agent to credit bid at such sale or other disposition, then such claims shall be disregarded, not credit bid, and not entitled to any interest in the Collateral that is the subject of such credit bid or purchase) and the Lenders and the Bank Product Providers whose Obligations are credit bid shall be entitled to receive interests (ratably based upon the proportion of their Obligations credit bid in relation to the aggregate amount of Obligations so credit bid) in the Collateral that is the subject of such credit bid or purchase (or in the Equity Interests of the any entities that are used to consummate such credit bid or purchase), and
(ii) Agent, based upon the instruction of the Required Lenders, may accept non-cash consideration, including debt and equity securities issued by any entities used to consummate such credit bid or purchase and in connection therewith Agent may reduce the Obligations owed to the Lenders and the Bank Product Providers (ratably based upon the proportion of their Obligations credit bid in relation to the aggregate amount of Obligations so credit bid) based upon the value of such non-cash consideration; provided, that Bank Product Obligations not entitled to the application set forth in Section 2.4(b)(iii)(J) shall not be entitled to be, and shall not be, credit bid, or used in the calculation of the ratable interest of the Lenders and Bank Product Providers in the Obligations which are credit bid. Except as provided above, Agent will not execute and deliver a release of any Lien on any Collateral without the necessity prior written authorization of (y) if the release is of all or substantially all of the Collateral, all of the Lenders (without requiring the authorization of the Bank Product Providers), or (z) otherwise, the Required Lenders (without requiring the authorization of the Bank Product Providers). Upon request by Agent or Par Borrower at any notice time, the Lenders will (and if so requested, the Bank Product Providers will) confirm in writing Agent’s authority to release any such Liens on particular types or further consent from items of Collateral pursuant to this Section 14.11; provided, that
(1) anything to the contrary contained in any Lenderof the Loan Documents notwithstanding, from time Agent shall not be required to time to execute any document or take any action with respect to any Collateral or Collateral Documents which may be necessary to createevidence such release on terms that, perfect in Agent’s opinion, could expose Agent to liability or create any obligation or entail any consequence other than the release of such Lien without recourse, representation, or warranty, and
(2) such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly released) upon (or obligations of Borrowers in respect of) any and maintain perfected security all interests in and liens upon retained by any Borrower, including, the Collateral granted pursuant proceeds of any sale, all of which shall continue to constitute part of the Collateral DocumentsCollateral. Each of the Lenders Lender further hereby irrevocably authorizes (and by entering into a Bank Product Agreement, each of the Administrative Agent and the Collateral Bank Product Provider shall be deemed to irrevocably authorize Agent, at its option, option and in its sole discretion:, to subordinate (by contract or otherwise) any Lien granted to or held by Agent on any property under any Loan Document
(a) to enter into and sign for and the holder of any Permitted Lien on behalf of the Lenders as Secured Parties the Collateral Documents for the benefit of the Lenders and the other Secured Parties;such property if such Permitted Lien secures purchase money Indebtedness (including Capitalized Lease Obligations) which constitute Permitted Indebtedness or Permitted Retail Store Purchase Money Indebtedness and
(b) to automatically the extent Agent has the authority under this Section 14.11 to release any its Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all Secured Obligations (other than Cash Management Obligations, Obligations not yet due and payable in respect of Secured Hedge Agreements, contingent obligations not yet due and Cash Collateralized or backstopped Letters of Credit) and the expiration or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized or as to which other arrangements reasonably satisfactory to the Administrative Agent and the applicable L/C Issuers shall have been made), (ii) at the time the property subject to such Lien is sold or transferred or to be sold or transferred as part of or in connection with any Disposition to a non-Loan Party permitted hereunder or under any other Loan Document, (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders or (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to Section 9.10(d);
(c) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to another Lien (i) permitted to exist on such property and (ii) expressly permitted to be senior to the Liens of the Secured Parties under this Agreement; and
(d) to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary as a result of a transaction or designation permitted hereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of any Credit Agreement Refinancing Indebtedness, any Junior Financing or any Indebtedness incurred under Section 7.03(v). If the Administrative Agent requests at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will (and each Lender irrevocably authorizes the Administrative Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The parties hereto acknowledge and agree that the Administrative Agent may rely conclusively as to any of the matters described in this Section 9.10 and Section 11.09 (including as to its authority hereunder and thereunder) on a certificate or similar instrument provided to it by any Loan Party without further inquiry or investigation, which certificate shall be delivered to the Administrative Agent by the Loan Parties upon reasonable request.
Appears in 2 contracts
Samples: Asset Based Revolving Credit Agreement (Par Pacific Holdings, Inc.), Asset Based Revolving Credit Agreement (Par Pacific Holdings, Inc.)
Collateral and Guaranty Matters. (a) Each Lender hereby agrees, and each holder of the Lenders (including in its or any Note by the acceptance thereof will be deemed to agree, that, except of its Affiliate’s capacities as otherwise set forth herein, any action taken by a potential Hedge Bank or Cash Management Bank) irrevocably authorizes the Administrative Agent, the Collateral Agent or Required Lenders in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Administrative Agent, the Collateral 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 of the Lenders. Each of the Administrative Agent and the Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any Collateral or Collateral Documents which may be necessary to create, perfect and maintain perfected security interests in and liens upon the Collateral granted pursuant to the Collateral Documents. Each of the Lenders irrevocably authorizes each of the Administrative Agent and the Collateral Agent, at its option, option and in its sole discretion:
(ai) to enter into and sign for and on behalf of the Lenders as Secured Parties the Collateral Documents for the benefit of the Lenders and the other Secured Parties;
(b) to automatically release any Lien on any property Collateral granted to or held by the Administrative Agent Agent, for the ratable benefit of the Secured Parties, under any Loan Document (iA) upon repayment of the outstanding principal of and all accrued interest on the Loans, payment of all outstanding fees and expenses hereunder, the termination of the Aggregate Commitments and payment in full of all Secured Obligations (other than Cash Management Obligations, Obligations not yet due and payable in respect of Secured Hedge Agreements, contingent obligations not yet due and Cash Collateralized or backstopped Letters of Credit) Revolving Credit Commitment and the expiration or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized or as to which other arrangements reasonably satisfactory to the Administrative Agent and the applicable L/C Issuers Issuing Lender shall have been made), (iiB) at the time the property subject to such Lien that is sold or transferred otherwise disposed of or to be sold or transferred otherwise disposed of as part of or in connection with any Disposition to a non-Loan Party sale or other disposition or other transaction permitted hereunder or under any other Loan Document, Document or (iiiC) subject to Section 10.0113.2, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders or (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to Section 9.10(d)Lenders;
(cii) to subordinate or release any Lien on any property Collateral granted to or held by the Administrative Agent under any Loan Document to another the holder of any Permitted Lien (i) except Permitted Liens permitted to exist on such property and (ii) expressly permitted to be senior to the Liens of the Secured Parties under this Agreementsolely by Section 10.2(n)); and
(diii) to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty Agreement, the Collateral Agreement and any other Security Documents if such Person ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary as a result of a transaction or designation permitted hereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of any Credit Agreement Refinancing Indebtedness, any Junior Financing or any Indebtedness incurred under Section 7.03(v). If Upon request by the Administrative Agent requests at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to this Section 9.10. In each case as specified Section.
(b) The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Credit Party in this Section 9.10connection therewith, nor shall the Administrative Agent will (and each Lender irrevocably authorizes the Administrative Agent to), at the Borrower’s expense, execute and deliver be responsible or liable to the applicable Loan Party such documents as such Loan Party may reasonably request Lenders for any failure to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents monitor or to subordinate its interest in such item, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms maintain any portion of the Loan Documents and this Section 9.10. The parties hereto acknowledge and agree that the Administrative Agent may rely conclusively as to any of the matters described in this Section 9.10 and Section 11.09 (including as to its authority hereunder and thereunder) on a certificate or similar instrument provided to it by any Loan Party without further inquiry or investigation, which certificate shall be delivered to the Administrative Agent by the Loan Parties upon reasonable requestCollateral.
Appears in 2 contracts
Samples: Credit Agreement (CoreCivic, Inc.), Credit Agreement (CoreCivic, Inc.)
Collateral and Guaranty Matters. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Administrative Agent, the Collateral Agent or Required Lenders in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Administrative Agent, the Collateral 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 of the Lenders. Each of the Administrative Agent and the Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any Collateral or Collateral Documents which may be necessary to create, perfect and maintain perfected security interests in and liens upon the Collateral granted pursuant to the Collateral Documents. (a) Each of the Lenders (including in its capacities as a potential Qualified Counterparty and a potential Cash Management Provider) irrevocably authorizes each of authorize the Administrative Agent and the Collateral Agent, at its option, and in its sole discretion:
(awithout requirement of notice to or consent of any Lender except as expressly required by Section 10.1): (i) to enter into and sign for and on behalf of the Lenders as Secured Parties the Collateral Documents for the benefit of the Lenders and the other Secured Parties;
(b) to automatically release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all Secured Obligations (other than Cash Management Obligations, Obligations not yet due and payable in respect of Secured Hedge Agreements, contingent obligations not yet due and Cash Collateralized or backstopped Letters of Credit) and the expiration or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized or as to which other arrangements reasonably satisfactory to the Administrative Agent and the applicable L/C Issuers shall have been made), (ii1) at the time the property subject to such Lien is sold or transferred disposed of or to be sold or transferred disposed of as part of or in connection with any Disposition to a non-Loan Party disposition permitted hereunder or under any other Loan DocumentDocument to any Person other than a Loan Party, (iii2) subject to Section 10.0110.1, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders or Lenders, (iv3) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to Section 9.10(d);
the Guarantee or (c4) that constitutes Excluded Assets; (ii) to subordinate release or subordinate, as expressly permitted hereunder, any Lien on any property granted to or held by the Administrative Agent under any Loan Document to another the holder of any Lien (i) permitted to exist on such property that is permitted by this Agreement to the extent required by the holder of, or pursuant to the terms of any agreement governing, the obligations secured by such Liens; and (ii) expressly permitted to be senior to the Liens of the Secured Parties under this Agreement; and
(diii) to release any Guarantor from its obligations under the Guaranty Guarantee if such Person ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary as a result of a transaction or designation permitted hereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of any Credit Agreement Refinancing Indebtedness, any Junior Financing or any Indebtedness incurred under Section 7.03(v). If .
(b) Upon request by the Administrative Agent requests at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release (pursuant to clause (a) above) any Guarantor from its obligations under the Guaranty pursuant Guarantee.
(c) At such time as the Loans and the other Obligations (other than contingent obligations for which no claim has been made) shall have been satisfied by payment in full in immediately available funds and the Commitments have been terminated, the Collateral shall be automatically released from the Liens created by the Security Documents, and the Security Documents and all obligations (other than those expressly stated to this Section 9.10. In survive such termination) of the Administrative Agent and each case as specified Group Member under the Security Documents shall automatically terminate, all without delivery of any instrument or performance of any act by any Person.
(d) If (i) a Guarantor was released from its obligations under the Guarantee or (ii) the Collateral was released from the assignment and security interest granted under the Security Document (or the interest in this Section 9.10such item subordinated), the Administrative Agent will (and each Lender irrevocably authorizes the Administrative Agent to), at the Borrower’s expense, ) execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such Guarantor from its obligations under the Guarantee, the release of such item of Collateral from the assignment and security interest granted under the Collateral Security Documents or to subordinate its interest in such item, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10.
(e) If as a result of any transaction not prohibited by this Agreement (i) any Guarantor becomes an Excluded Domestic Subsidiary or a Foreign Subsidiary that is a CFC, then (x) such Guarantor’s Guarantee shall be automatically released, and (y) the Voting Stock of such Guarantor (other than 65% of the total outstanding Voting Stock of a CFC Holdco or Foreign Subsidiary that is a CFC that, in each case, is directly owned by the Borrower or a Guarantor) shall be automatically released from the security interests created by the Loan Documents, or (ii) any CFC Holdco or any Foreign Subsidiary that is a CFC ceases to be directly owned by the Borrower or Guarantor, then the Capital Stock of such Subsidiary shall be automatically released from any security interests created by the Loan Documents. The parties hereto acknowledge and agree that In connection with any termination or release pursuant to this Section 9.10(e), the Administrative Agent may rely conclusively as and any applicable Lender shall promptly execute and deliver to any Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release. Any execution and delivery of the matters described in documents pursuant to this Section 9.10 and Section 11.09 (including as to its authority hereunder and thereunder9.10(e) on a certificate or similar instrument provided to it by any Loan Party without further inquiry or investigation, which certificate shall be delivered without recourse to or warranty by the Administrative Agent by the Loan Parties upon reasonable requestor any Lender.
Appears in 2 contracts
Samples: Credit Agreement (Mueller Water Products, Inc.), Term Loan Credit Agreement (Mueller Water Products, Inc.)
Collateral and Guaranty Matters. Each (a) The Lenders and the L/C Issuer irrevocably authorize the Administrative Agent, at its option and in its discretion:
(i) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (A) upon termination of the Commitments, payment in full of all Obligations (other than contingent indemnification obligations), the expiration or termination of all Letters of Credit, and, if any Lender hereby agreesSwap Contracts remain outstanding, and confirmation from each Lender Swap Provider known to the Administrative Agent to be party to such Lender Swap Contracts that such Lender Swap Provider consents to such release, (B) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document, or (C) subject to Section 10.01, if approved, authorized or ratified in writing by the Required Lenders;
(ii) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Note Lien on such property that is permitted by Section 7.01(j); and
(iii) to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder. Upon request by the acceptance thereof Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of Collateral, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.10.
(b) Upon the occurrence and continuance of an Event of Default, the Lenders agree to promptly confer in order that the Required Lenders or the Lenders, as the case may be, may agree upon a course of action for the enforcement of the rights of the Lenders; and the Administrative Agent shall be deemed entitled to agreerefrain from taking any action (without incurring any liability to any Person for so refraining) unless and until the Administrative Agent shall have received instructions from the Required Lenders. All rights of action under the Loan Documents and all rights to the Collateral, thatif any, except hereunder may be enforced by the Administrative Agent and any suit or proceeding instituted by the Administrative Agent in furtherance of such enforcement shall be brought in its name as otherwise set forth hereinthe Administrative Agent without the necessity of joining as plaintiffs or defendants any other the Lender, and the recovery of any judgment shall be for the benefit of the Lenders subject to the expenses of the Administrative Agent.
(c) Each Lender authorizes and directs the Administrative Agent to enter into the Collateral Documents for the benefit of the Lenders. Except to the extent unanimity is required hereunder, each Lender agrees that any action taken by the Administrative Agent, the Collateral Agent or Required Lenders in accordance with the provisions of this Agreement or the Collateral Loan Documents, and the exercise by the Administrative Agent, the Collateral 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 of the Lenders. Each of the .
(d) The Administrative Agent and the Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any Collateral or Collateral Documents which may be necessary to create, perfect and maintain perfected security interests in and liens the Liens upon the Collateral granted pursuant to the Collateral Documents. Each of .
(e) The Administrative Agent shall have no obligation to any Lender or to any other Person to assure that the Lenders irrevocably authorizes each of Collateral exists or is owned by any Loan Party or is cared for, protected, or insured or has been encumbered or that the Liens granted to the Administrative Agent and herein or pursuant hereto 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, or to continue exercising, any of the rights granted or available to the Administrative Agent in this Section 9.10 or in any of the Collateral AgentDocuments; it being understood and agreed that in respect of the Collateral, at its optionor any act, and omission, or event related thereto, the Administrative Agent may act in any manner it may deem appropriate, in its sole discretion:, and that the Administrative Agent shall have no duty or liability to any Lender, other than to act without gross negligence or willful misconduct.
(af) to enter into and sign In furtherance of the authorizations set forth in this Section 9.10, each Lender hereby irrevocably appoints the Administrative Agent its attorney-in-fact, with full power of substitution, for and on behalf of and in the Lenders as Secured Parties the Collateral Documents for the benefit name of the Lenders and the other Secured Parties;
(b) to automatically release any Lien on any property granted to or held by the Administrative Agent under any Loan Document each such Lender, (i) upon termination to enter into Collateral Documents (including, without limitation, any appointments of the Aggregate Commitments and payment in full of all Secured Obligations (other than Cash Management Obligations, Obligations not yet due and payable in respect of Secured Hedge Agreements, contingent obligations not yet due and Cash Collateralized or backstopped Letters of Credit) and the expiration or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized or as to which other arrangements reasonably satisfactory to the Administrative Agent and the applicable L/C Issuers shall have been madesubstitute trustees under any Collateral Document), (ii) at to take action with respect to the time Collateral and Collateral Documents to perfect, maintain, and preserve the property subject to such Lien is sold or transferred or to be sold or transferred as part of or in connection with any Disposition to a non-Loan Party permitted hereunder or under any other Loan DocumentLender’s Liens, and (iii) subject to Section 10.01, if the execute instruments of release of such Lien is approved, authorized or ratified in writing by the Required Lenders or (iv) if the property subject to such Lien is owned by a Guarantor, take other action necessary to release Liens upon release of such Guarantor from its obligations under its Guaranty pursuant to Section 9.10(d);
(c) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to another Lien (i) permitted to exist on such property and (ii) expressly permitted to be senior Collateral to the Liens extent authorized in clause (a) hereof. This power of attorney shall be liberally, not restrictively, construed so as to give the Secured Parties under this Agreement; and
(d) greatest latitude to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary as a result of a transaction or designation permitted hereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of any Credit Agreement Refinancing Indebtedness, any Junior Financing or any Indebtedness incurred under Section 7.03(v). If the Administrative Agent requests at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of propertypower, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10attorney, the Administrative Agent will (and each Lender irrevocably authorizes the Administrative Agent to), at the Borrower’s expense, execute and deliver relative to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest matters described in such item, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The parties hereto acknowledge powers and agree that authorities herein conferred on the Administrative Agent may rely conclusively as to any of the matters described in this Section 9.10 and Section 11.09 (including as to its authority hereunder and thereunder) on a certificate or similar instrument provided to it be exercised by any Loan Party without further inquiry or investigation, which certificate shall be delivered to the Administrative Agent through any Person who, at the time of the execution of a particular instrument, is an officer of the Administrative Agent. The power of attorney conferred by this Section 9.10(f) is granted for valuable consideration and is coupled with an interest and is irrevocable so long as the Obligations, or any part thereof, shall remain unpaid or the Lenders have any Commitments under the Loan Parties upon reasonable requestDocuments.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Western Refining, Inc.), Revolving Credit Agreement (Western Refining, Inc.)
Collateral and Guaranty Matters. Each Lender (a) Notwithstanding anything to the contrary in any other Loan Document, the Lenders hereby agreesirrevocably authorize Agent, at its option and each holder in its sole discretion, to release any Lien on any Collateral or the obligations of any Note by Guarantor hereunder or under its Guaranty or the acceptance thereof will be deemed to agreeother Loan Documents (i) upon the termination of the Commitments and payment and satisfaction in full of all Obligations (other than unmatured contingent obligations and Bank Product Obligations), (ii) if such Collateral constitutes property that, except as otherwise set forth herein, any action taken by or such Guarantor that is being (or has been) sold or disposed of (A) if a release is required or desirable in connection therewith and (B) if Administrative Borrower certifies to Agent that the Administrative Agent, the Collateral Agent sale or Required Lenders in accordance with the provisions disposition is permitted under Section 7.4 of this Agreement or the other Loan Documents (and Agent may rely conclusively on any such certificate, without further inquiry), (iii) if such Collateral Documentsconstitutes property in which no Obligor or its Subsidiaries owned any interest at the time the Agent’s Lien was granted nor at any time thereafter, or (iv) if such Collateral constitutes property leased to an Obligor or its Subsidiaries under a lease that has expired or is terminated in a transaction permitted under this Agreement. Except as provided above, Agent will not execute and deliver a release of any Lien on any Collateral without the exercise by prior written authorization of (y) if the Administrative Agent, the Collateral Agent release is of all 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 substantially all of the Lenders. Each of the Administrative Agent and the Collateral Agent is hereby authorized on behalf of Collateral, all of the Lenders, without or (z) otherwise, the necessity Required Lenders. Upon request by Agent or Administrative Borrower at any time, the Lenders will confirm in writing Agent’s authority to release any such Liens on particular types or items of any notice to or further consent from any Lender, from time to time to take any action with respect to any Collateral or Collateral Documents which may be necessary to create, perfect and maintain perfected security interests in and liens upon the Collateral granted any such Guarantor pursuant to this Section 16.12; provided, however, that (1) Agent shall not be required to execute any document the Collateral Documents. Each terms of the Lenders irrevocably authorizes each which, in Agent’s Permitted Discretion, would expose Agent to liability or create any obligation of the Administrative Agent and the Collateral Agent, at its option, and in its sole discretion:
(a) or entail any consequence to enter into and sign for and on behalf of the Lenders as Secured Parties the Collateral Documents for the benefit of the Lenders and the other Secured Parties;
(b) to automatically release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all Secured Obligations (other than Cash Management Obligations, Obligations not yet due and payable in respect of Secured Hedge Agreements, contingent obligations not yet due and Cash Collateralized or backstopped Letters of Credit) and the expiration or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized or as to which other arrangements reasonably satisfactory to the Administrative Agent and the applicable L/C Issuers shall have been made), (ii) at the time the property subject to such Lien is sold or transferred or to be sold or transferred as part of or in connection with any Disposition to a non-Loan Party permitted hereunder or under any other Loan Document, (iii) subject to Section 10.01, if the release of such Lien is approvedor Guarantor without recourse, authorized representation, or ratified warranty, and (2) such release shall not in writing any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of Obligors in respect of) all interests retained by Obligors, including, the Required proceeds of any sale, all of which shall continue to constitute part of the Collateral.
(b) Agent shall have no obligation whatsoever to any of the Lenders to assure that the Collateral exists or (iv) if the property subject to such Lien is owned by a GuarantorObligors or is cared for, upon release protected, or insured or has been encumbered, or that the Agent’s Liens 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 such Guarantor from its obligations under its Guaranty care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to Agent pursuant to Section 9.10(d);
(c) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to another Lien (i) permitted to exist on such property and (ii) expressly permitted to be senior to the Liens of the Secured Parties under this Agreement; and
(d) to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary as a result of a transaction or designation permitted hereunder; provided Loan Documents, it being understood and agreed that no such release shall occur if such Guarantor continues to be a guarantor in respect of any Credit Agreement Refinancing Indebtednessthe Collateral, any Junior Financing or any Indebtedness incurred under Section 7.03(v). If act, omission, or event related thereto, subject to the Administrative terms and conditions contained herein, Agent requests at may act in any timemanner it may deem appropriate, the Required Lenders will confirm in writing the Administrative its sole discretion given Agent’s authority to release or subordinate its own interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will (and each Lender irrevocably authorizes the Administrative Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate in its interest in such item, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms capacity as one of the Loan Documents Lenders and this Section 9.10. The parties hereto acknowledge and agree that the Administrative Agent may rely conclusively shall have no other duty or liability whatsoever to any Lender as to any of the matters described in this Section 9.10 and Section 11.09 (including foregoing, except as to its authority hereunder and thereunder) on a certificate or similar instrument otherwise provided to it by any Loan Party without further inquiry or investigation, which certificate shall be delivered to the Administrative Agent by the Loan Parties upon reasonable requestherein.
Appears in 2 contracts
Samples: Loan and Security Agreement (SMART Modular Technologies (DE), Inc.), Loan and Security Agreement (SMART Modular Technologies (WWH), Inc.)
Collateral and Guaranty Matters. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, agrees that any action taken by the Administrative Agent, the Collateral Agent or the Required Lenders in accordance with the provisions of this Agreement or of the Collateral other Loan Documents, and the exercise by the Administrative Agent, the Collateral 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 of the Lenders. Each Without limiting the generality of the Administrative Agent and the Collateral Agent is hereby authorized on behalf of all of the Lendersforegoing, without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any Collateral or Collateral Documents which may be necessary to create, perfect and maintain perfected security interests in and liens upon the Collateral granted pursuant to the Collateral Documents. Each of the Lenders irrevocably authorizes each of the Administrative Agent and authorize the Collateral Agent, at its option, option and in its sole discretion:
(a) to enter into and sign for and on behalf of the Lenders as Secured Parties the Collateral Documents for the benefit of the Lenders and the other Secured Parties;
(b) to automatically release any Lien on any property granted to or held by the Administrative Collateral Agent under any Loan Collateral Document (i) upon termination discharge of the Aggregate Commitments and payment in full of all Secured Obligations (other than Cash Management Obligations, Obligations not yet due and payable in respect of Secured Hedge Agreements, contingent obligations not yet due and Cash Collateralized or backstopped Letters of Credit) and the expiration or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized or as to which other arrangements reasonably satisfactory to the Administrative Agent and the applicable L/C Issuers shall have been made), (ii) at the time the property subject to such Lien that is sold or transferred sold, transferred, disposed or to be sold or transferred sold, transferred, disposed as part of or in connection with any Disposition sale, transfer or other disposition (other than any sale to a non-Loan Party Credit Party) permitted hereunder or under any other Loan Documenthereunder, (iii) subject to Section 10.0111.5, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders or (iv) if to the extent such property subject to such Lien is owned by a Guarantor, Guarantor upon the release of such Guarantor from its obligations under its Guaranty the Security Agreement pursuant to Section 9.10(d)clause (c) below;
(cb) to subordinate any Lien on any property granted to or held by the Administrative Collateral Agent under any Loan Document to another the holder of any Lien on such property that is permitted by clause (d), (e), (i), (n) and (q) of the definition of “Permitted Liens” (solely with respect to modifications, replacements, extensions or renewals of Liens permitted under clause (d), (e), (i) permitted to exist on such property and (iin) expressly permitted to be senior to the Liens of the Secured Parties under this Agreement; anddefinition of “Permitted Liens”);
(dc) to release any Guarantor from its obligations under the Guaranty Security Agreement if such Person ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary as a result of a transaction or designation permitted hereunder;
(d) to enter into non-disturbance and similar agreements in connection with the licensing of Intellectual Property permitted pursuant to the terms of this Agreement; provided that no such release shall occur if such Guarantor continues and
(e) to be enter into a guarantor in subordination, intercreditor, or other similar agreement with respect of any Credit Agreement Refinancing Indebtedness, any Junior Financing or to any Indebtedness incurred that constitutes Subordinated Debt to the extent such Subordinated Debt is permitted under Section 7.03(v)the definition of “Permitted Indebtedness”. If Upon request by the Administrative Collateral Agent requests at any time, time the Required Lenders will confirm in writing the Administrative Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty Security Agreement pursuant to this Section 9.1012.8. In each case as specified in this Section 9.1012.8, the Administrative Collateral Agent will (and each Lender irrevocably authorizes the Administrative Collateral Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Credit Party such documents as such Loan Credit Party may reasonably request (i) to evidence the release or subordination of such item of Collateral from the assignment Liens and security interest interests granted under the Collateral Documents Documents, (ii) to enter into non-disturbance or similar agreements in connection with the licensing of Intellectual Property, (iii) to subordinate its interest in such itementer into a subordination, intercreditor, or other similar agreement with respect to any Indebtedness that constitutes Subordinated Debt to the extent such Subordinated Debt is permitted under the definition of “Permitted Indebtedness” or (iv) to evidence the release of such any Guarantor from its obligations under the GuarantySecurity Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.1012.8 and in form and substance reasonably acceptable to the Collateral Agent. The parties hereto acknowledge and agree that Without limiting the Administrative generality of Section 12.10 below, the Collateral Agent may rely conclusively as shall deliver to the Lenders notice of any of the matters described in action taken by it under this Section 9.10 12.8 promptly after the taking thereof; provided that delivery of or failure to deliver any such notice shall not affect the Collateral Agent’s rights, powers, privileges and protections under this Section 11.09 (including as to its authority hereunder and thereunder) on a certificate or similar instrument provided to it by any Loan Party without further inquiry or investigation, which certificate shall be delivered to the Administrative Agent by the Loan Parties upon reasonable request12.
Appears in 2 contracts
Samples: Loan Agreement (Epizyme, Inc.), Loan Agreement (Epizyme, Inc.)
Collateral and Guaranty Matters. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Administrative Agent, the Collateral Agent or Required Lenders in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Administrative Agent, the Collateral 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 of the Lenders. Each of the Administrative Agent and the Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any Collateral or Collateral Documents which may be necessary to create, perfect and maintain perfected security interests in and liens upon the Collateral granted pursuant to the Collateral Documents. Each of the Lenders irrevocably authorizes each of authorize the Administrative Agent and and/or the Collateral AgentTrustee, as applicable at its option, option and in its sole discretion:,
(a) to enter into and sign for and on behalf of the Lenders as Secured Parties the Collateral Documents for the benefit of the Lenders and the other Secured Parties;
(b) to automatically release any Lien on any property granted to or held by the Administrative Agent Collateral Trustee under any Loan Credit Document (i1) upon termination of the Aggregate Commitments and payment in full of all Secured Obligations (other than Cash Management Obligations, Obligations not yet due and payable in respect of Secured Hedge Agreements, contingent indemnification obligations not yet due accrued and Cash Collateralized or backstopped Letters of Credit) and the expiration or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized or as to which other arrangements reasonably satisfactory to the Administrative Agent and the applicable L/C Issuers shall have been madepayable), (ii2) at the time the property subject to such Lien that is sold or transferred or to be sold or transferred as part of or in connection with any Disposition to a non-Loan Party sale permitted hereunder or under any other Loan Credit Document, or if such Collateral constituting Equity Interests or Indebtedness ceases to be required to be pledged under the Credit Agreement as a result of becoming Equity Interests of an Excluded Pledge Subsidiary of the type referred to in clause (iiib) or (c) of the definition thereof or Indebtedness owing to an Excluded Subsidiary or (3) subject to Section 10.0114.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders or (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to Section 9.10(d)Lenders;
(cb) to subordinate any Lien on any property granted to or held by the Administrative Agent Collateral Trustee under any Loan Credit Document to another the holder of any Lien (i) permitted to exist on such property and (ii) expressly that is permitted to be senior to the Liens of the Secured Parties under this Agreement; andby Section 10.01(f);
(dc) to release any Subsidiary Guarantor from its obligations under the Guaranty Guarantee if such Person ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary as a result of a transaction or designation permitted hereunder; and
(d) to release the lien on the Equity Collateral in connection with the issuance of any registered secured notes (or secured notes issued with registration rights) (such notes, the “Registered Notes”) by the Parent, the Borrower or any Credit Party if and to the same extent the holders of such Registered Notes or trustee is not granted a lien on such Equity Collateral, provided that no any release of Liens pursuant to this clause (d) shall only be to such extent as is necessary to enable the Borrower and the Guarantors not to have to comply with reporting obligations under Rule 3-16 of Regulation S-X of the Securities Act; provided further that any request for a release of Liens under this clause (d), shall occur if be accompanied by a certificate of a Senior Officer of the Parent certifying that (x) the issuance of such Guarantor continues Registered Notes is permitted under this Agreement, (y) such Registered Notes shall not be secured by a Lien on the Equity Collateral and (z) a release of the Liens of the Collateral Trustee on the Equity Collateral is necessary to be a guarantor in respect enable the Credit Parties not to have to comply with reporting obligations under Rule 3-16 of Regulation S-X of the Securities Act. At any Credit Agreement Refinancing Indebtednesstime, any Junior Financing or any Indebtedness incurred under Section 7.03(v). If upon request of (x) the Collateral Trustee through the Administrative Agent requests at any timeor (y) the Administrative Agent directly, the Required Lenders will confirm in writing the Administrative such Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor (other than the Parent) from its obligations under the Guaranty Guarantee pursuant to this Section 9.1013.11. In each case as specified in this Section 9.1013.11, the Administrative Agent will (and each Lender irrevocably authorizes Collateral Trustee or the Administrative Agent to)Agent, as applicable, will, at the Borrower’s expense, execute and deliver to the applicable Loan Credit Party such documents as such Loan Credit Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such itemSecurity Documents, or to evidence the release of such Guarantor from its obligations under the GuarantyGuarantee, in each case in accordance with the terms of the Loan Credit Documents and this Section 9.10. The parties hereto acknowledge and agree that the Administrative Agent may rely conclusively as to any of the matters described in this Section 9.10 and Section 11.09 (including as to its authority hereunder and thereunder) on a certificate or similar instrument provided to it by any Loan Party without further inquiry or investigation, which certificate shall be delivered to the Administrative Agent by the Loan Parties upon reasonable request13.11.
Appears in 2 contracts
Samples: Refinancing Amendment (MRC Global Inc.), Term Loan Credit Agreement (MRC Global Inc.)
Collateral and Guaranty Matters. (1) Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except Lenders (including in its capacity as otherwise set forth herein, any action taken by the Administrative Agent, the Collateral Agent or Required Lenders in accordance with the provisions of this Agreement or the Collateral Documents, a potential Qualified Counterparty) and the exercise by the Administrative Agent, the Collateral 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 Secured Parties irrevocably appoints and binding upon all of the Lenders. Each of authorizes the Administrative Agent and the Collateral Agent is hereby authorized on behalf of all to be the agent for and representative of the LendersLenders with respect to the Collateral Agreement, without the necessity Collateral and the Security Documents, together with such powers and discretion as are reasonably incidental thereto; provided that neither the Administrative Agent nor the Collateral Agent shall owe any fiduciary duty, duty of loyalty, duty of care, duty of disclosure or any notice other obligation whatsoever to or further consent from any Lender, from time to time to take any action holder of Obligations with respect to any Collateral or Collateral Documents which may be necessary to create, perfect and maintain perfected security interests in and liens upon the Collateral granted pursuant to the Collateral Documents. Specified Hedge Agreement.
(2) Each of the Lenders irrevocably authorizes each of the Administrative Agent and the Collateral Agent, at its option, each Lender and in its sole discretioneach other Secured Party agrees that:
(a) to enter into and sign for and on behalf of the Lenders as Secured Parties the Collateral Documents for the benefit of the Lenders and the other Secured Parties;
(b) to automatically release any Lien Liens on any property granted to or held by the Administrative an Agent in favor of any Secured Party under any Loan Document will be automatically released,
(i) upon Payment in Full and the termination of the Aggregate Commitments and payment in full of all Secured Obligations (other than Cash Management Obligations, Obligations not yet due and payable in respect of Secured Hedge Agreements, contingent obligations not yet due and Cash Collateralized or backstopped Letters of Credit) and the expiration or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized or as to which other arrangements reasonably satisfactory to the Administrative Agent and the applicable L/C Issuers shall have been made), Commitments;
(ii) at the time the property subject to such Lien is sold or transferred Disposed (or to be sold or transferred Disposed) as part of of, or in connection with with, any Disposition transfer permitted under the Loan Documents to any Person that is not (and is not required to be) a non-Loan Party permitted hereunder or under any other Loan Document, Party,
(iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders or (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty the Collateral Agreement pursuant to Section 9.10(d)clause (c) below;
(civ) subject to Section 10.08, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders; or
(v) upon such property becoming an Excluded Asset or Excluded Equity Interest.
(b) it will release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to another the holder of any Lien on such property that is permitted by Section 6.02(3);
(c) if any Subsidiary Loan Party ceases to be a Subsidiary in a transaction permitted hereunder, is not a Material Subsidiary or as a result of a transaction permitted hereunder becomes an Excluded Subsidiary (in each case, as certified in writing by a Responsible Officer), and the Borrower notifies the Administrative Agent in writing that it wishes such Guarantor to be released from its obligations under the Collateral Agreement and, upon request of the Administrative Agent or the Collateral Agent, as applicable, provides the Administrative Agent and the Collateral Agent certifications that such Subsidiary Loan Party is not a Material Subsidiary or has become an Excluded Subsidiary (as applicable), it will release (or evidence the release) of (i) permitted to exist on such property Subsidiary Loan Party from its obligations under the Collateral Agreement and the other Loan Documents and (ii) expressly permitted to be senior to any Liens granted by such Subsidiary or Liens on the Liens Equity Interests of the Secured Parties under this Agreementsuch Subsidiary; and
(d) to release any Guarantor from its obligations the Administrative Agent and the Collateral Agent will exclusively exercise the rights and remedies under the Guaranty if Loan Documents, and neither the Lenders nor any other Secured Party will exercise such Person ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary as a result of a transaction or designation permitted hereunderrights and remedies (other than the Required Lenders through the Administrative Agent); provided that no the foregoing shall not preclude any Lender from exercising any right of set-off in accordance with the provisions of Section 10.06 or enforcing compliance with the provisions set forth in clauses (i) through (vi) of Section 10.08(2) or from exercising rights and remedies (other than the enforcement of Collateral) with respect to any payment default after the occurrence of the Maturity Date with respect to any Term Loans made by it or filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any Debtor Relief Law. Each Agent agrees that it will take such release shall occur if action and execute any such Guarantor continues to documents as may be a guarantor reasonably requested by the Borrower in respect connection with any of any Credit Agreement Refinancing Indebtedness, any Junior Financing the foregoing releases or any Indebtedness incurred under Section 7.03(v)such subordination. If Each of the Collateral Agent and the Administrative Agent requests shall be entitled to rely exclusively on an officers certificate of the Borrower confirming that such release or subordination (as applicable) is permitted hereunder. Each Lender and each Secured Party irrevocably authorizes each Administrative Agent to take such action and execute any such document and consents to such reliance. No Agent will be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Collateral Agent’s Lien thereon, or contained in any certificate prepared or delivered by the Borrower or any Loan Party in connection with the Collateral or compliance with the terms set forth above or in a Loan Document, nor shall any Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor Loan Party from its obligations under under, the Guaranty Loan Documents. Notwithstanding anything to the contrary set forth herein, any execution and delivery of documents by any Agent pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative 9.11 shall be without recourse to or warranty by such Agent will (and each Lender irrevocably authorizes the Administrative Agent to), at the Borrower’s expense, execute ; and deliver such documents shall be reasonably acceptable to such Agent and the Borrower.
(3) Anything contained in any of the Loan Documents to the applicable Loan contrary notwithstanding, each Agent, each Lender and each Secured Party such documents as such Loan hereby agree that:
(a) no Lender or other Secured Party may reasonably request shall have any right individually to evidence the release realize upon any of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such itemenforce the Collateral Agreement or any other Loan Document, it being understood and agreed that all powers, rights and remedies hereunder and under any of the Loan Documents may be exercised solely by the Administrative Agent or to evidence the release Collateral Agent, as applicable, for the benefit of such Guarantor from its obligations under the Guaranty, in each case Secured Parties in accordance with the terms hereof and thereof, and all powers, rights and remedies under the Collateral Documents may be exercised solely by the Collateral Agent for the benefit of the Lenders in accordance with the terms thereof;
(b) in the event of a foreclosure or similar enforcement action by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition (including pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or otherwise of the U.S. Bankruptcy Code), the Collateral Agent (or any Lender, except with respect to a “credit bid” pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or otherwise of the U.S. Bankruptcy Code) may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition, and the Collateral Agent, as agent for and representative of Lenders (but not any Lender or Lenders in its or their respective individual capacities), shall be entitled, upon instructions from the Required Lenders, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale or disposition, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Agent at such sale or other disposition;
(c) no provision of any Loan Documents shall require the creation, perfection or maintenance of pledges of or security interests in, or the obtaining of title insurance or abstracts with respect to, any Excluded Assets, any Excluded Equity Interests and any other particular assets, if and for so long as, in the reasonable judgment of the Collateral Agent, the cost of creating, perfecting or maintaining such pledges or security interests in such other particular assets or obtaining title insurance or abstracts in respect of such other particular assets is excessive in view of the fair market value of such assets or the practical benefit to the Lenders afforded thereby as reasonably determined by a Responsible Officer of the Borrower and the Administrative Agent (or with respect to matters relating primarily to the ABL Priority Collateral, the Borrower and the ABL Agent);
(d) the Collateral Agent may grant extensions of time for the creation or perfection of security interests in or the obtaining of title insurance and surveys with respect to particular assets (including extensions beyond the Closing Date for the creation or perfection of security interests in the assets of the Loan Documents Parties on such date) where it reasonably determines, in consultation with the Borrower, that creation or perfection cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required by this Agreement or the Collateral Documents;
(e) no actions required by the Laws of any non-U.S. jurisdiction shall be required in order to create any security interests in any assets or to perfect such security interests (including any intellectual property registered in any non-U.S. jurisdiction) (it being understood that there shall be no security agreements or pledge agreements governed under the Laws of any non-U.S. jurisdiction);
(f) no control agreements shall be required with respect to assets requiring perfection through control agreements or perfection by “control” (as defined in the Uniform Commercial Code); and
(g) the provisions of Section 5.10(4) of this Agreement and this Section 9.10. The parties hereto acknowledge Sections 4.01(4) and agree that the Administrative Agent may rely conclusively as to any 4.01(6) of the matters described in this Section 9.10 and Section 11.09 (including as to its authority hereunder and thereunder) on Collateral Agreement shall supersede any other provision of a certificate or similar instrument provided to it by any Loan Party without further inquiry or investigation, which certificate shall be delivered Document to the Administrative Agent by the Loan Parties upon reasonable requestcontrary.
Appears in 2 contracts
Samples: Term Loan Credit Agreement (Impax Laboratories, LLC), Term Loan Credit Agreement (Amneal Pharmaceuticals, Inc.)
Collateral and Guaranty Matters. Each Lender hereby agrees, The Lenders and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by L/C Issuers irrevocably authorize the Administrative Agent, the Collateral Agent or Required Lenders in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Administrative Agent, the Collateral 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 of the Lenders. Each of the Administrative Agent and the Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any Collateral or Collateral Documents which may be necessary to create, perfect and maintain perfected security interests in and liens upon the Collateral granted pursuant to the Collateral Documents. Each of the Lenders irrevocably authorizes each of the Administrative Agent and the Collateral Agent, at its option, and in its sole discretion:
(a) to enter into and sign for and on behalf of the Lenders as Secured Parties the Collateral Documents for the benefit of the Lenders and the other Secured Parties;
(b) to automatically release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all Secured Obligations (other than Cash Management Obligations, Obligations not yet due and payable in respect of Secured Hedge Agreements, contingent indemnification obligations not yet due and Cash Collateralized or backstopped Letters of Creditto the extent no claim giving rise thereto has been asserted) and the expiration or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized or as to which other arrangements reasonably satisfactory to the Administrative Agent and the applicable L/C Issuers shall have been made)Credit, (ii) at the time the property subject to such Lien that is sold or transferred or to be sold or transferred as part of or in connection with any Disposition to a non-Loan Party permitted hereunder Disposition, or under any other Loan Document, (iii) subject to as approved in accordance with Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders or (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to Section 9.10(d);
(c) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to another Lien (i) permitted to exist on such property and (ii) expressly permitted to be senior to the Liens of the Secured Parties under this Agreement; and
(db) to release any Guarantor Subsidiary from its obligations under the Guaranty if such Person (i) ceases to be a Restricted Subsidiary or is or becomes an Excluded Subsidiary or otherwise ceases to be required to provide, as expressly provided herein, the Guaranty, in each case, as a result of a transaction or designation permitted hereunder; provided that no such release shall occur if such Guarantor continues to be , or (ii) after the Investment Grade Release, is not a borrower or guarantor of, or does not otherwise have a payment obligation in respect of, any Unsecured Debt (other than (x) under the Loan Documents and (y) any Unsecured Debt in respect of any Credit Agreement Refinancing Indebtedness, any Junior Financing which such Subsidiary Guarantor shall be released as a borrower or any Indebtedness incurred under Section 7.03(vguarantor or other obligor substantially concurrently with the release hereunder). If Upon the release of any Person pursuant to this Section 9.10, the Administrative Agent requests shall (to the extent applicable) deliver to the Credit Parties, upon the Credit Parties’ request and at the Credit Parties’ expense, such documentation as is reasonably necessary to evidence the release of such Person from its obligations under the Loan Documents. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty Guaranty, pursuant to this Section 9.10. In each Without limiting the foregoing, none of such Lenders shall have or be deemed to have a fiduciary relationship with any other Lender. The Lenders are not partners or co-venturers, and no Lender shall be liable for the acts or omissions of, or (except as otherwise set forth herein in case as specified in this Section 9.10, of the Administrative Agent will (and each Lender irrevocably authorizes the Agent) authorized to act for, any other Lender. The Administrative Agent to), at shall have the Borrower’s expense, execute exclusive right on behalf of the Lenders to enforce the payment of the principal of and deliver interest on any Loan after the date such principal or interest has become due and payable pursuant to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The parties hereto acknowledge and agree that the Administrative Agent may rely conclusively as to any of the matters described in this Section 9.10 and Section 11.09 (including as to its authority hereunder and thereunder) on a certificate or similar instrument provided to it by any Loan Party without further inquiry or investigation, which certificate shall be delivered to the Administrative Agent by the Loan Parties upon reasonable requestAgreement.
Appears in 2 contracts
Samples: Credit Agreement (Sabra Health Care REIT, Inc.), Credit Agreement (Sabra Health Care REIT, Inc.)
Collateral and Guaranty Matters. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Administrative Agent, the Collateral Agent or Required Lenders in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Administrative Agent, the Collateral Agent or Required Lenders of the powers set forth herein or therein, together with such other powers Lenders (including in its capacities as are reasonably incidental thereto, shall be authorized a potential Cash Management Bank and binding upon all of the Lenders. Each of a potential Hedge Bank) irrevocably authorizes the Administrative Agent and the Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any Collateral or Collateral Documents which may be necessary to create, perfect and maintain perfected security interests in and liens upon the Collateral granted pursuant to the Collateral Documents. Each of the Lenders irrevocably authorizes each of the Administrative Agent and the Collateral Agent, at its option, and in its sole discretionto:
(a) to enter into and sign for and on behalf of the Lenders as Secured Parties the Collateral Documents for the benefit of the Lenders and the other Secured Parties;
(b) to automatically release any Lien on any property granted to or held by the Administrative Collateral Agent under any Loan Document Document, and to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty, in each case:
(i) upon termination of the Aggregate Commitments and payment in full of all Secured Obligations (other than Cash Management Obligations, Obligations not yet due and payable in respect of Secured Hedge Agreements, contingent indemnification obligations not yet due and Cash Collateralized or backstopped Letters of Creditpayable) and the expiration or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized or as to which other arrangements reasonably satisfactory to the Administrative Agent and the applicable L/C Issuers Issuing Banks shall have been made), ,
(ii) at upon the time sale, conveyance or transfer of all of the Capital Stock of a Subsidiary Guarantor that is (A) permitted pursuant to Section 5.02 without the consent of the Required Lenders or (B) if not permitted without such consent, effected after obtaining the consent of the Required Lenders, or
(iii) if approved, authorized or ratified in writing in accordance with Section 8.01;
(b) release any Lien on any property subject (or any part thereof) granted to such Lien or held by the Collateral Agent under any Loan Document that is sold or transferred disposed of or to be sold or transferred disposed of as part of or in connection with any Disposition to disposition permitted hereunder, including, without limitation, a non-Loan Party transaction permitted hereunder by Section 5.02(e)(iii), or under any other Loan Document, Document (iii) subject other than to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders or (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to Section 9.10(dLoan Party);
(c) release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty and the Collateral Documents if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder;
(d) subordinate any Lien on any property granted to or held by the Administrative Collateral Agent under any Loan Document to another the holder of any Lien (i) permitted to exist on such property that is permitted by Section 5.02(a);
(e) release any Excluded Assets or Excluded Property from the Lien of the Collateral Documents which may be encumbered thereby;
(f) (x) release any Lien on any property granted to or held by the Collateral Agent under any Loan Document with the consent of the Required Lenders and (ii) expressly permitted to be senior to the Liens of the Secured Parties under this Agreement; and
(dy) to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty if in accordance with Section 8.01, provided, the Collateral Agent shall not, unless approved in a writing signed by all of the Lenders (other than any Lender that is, at such Person ceases to be time, a Restricted Subsidiary Defaulting Lender) (i) release all or becomes an Excluded Subsidiary as a result substantially all of a the Collateral in any transaction or designation permitted hereunder; provided that no series of related transactions, or (ii) release all or substantially all of the value of the Subsidiary Guaranty, except to the extent such release shall occur if is otherwise permitted pursuant to this Section 7.03 (in which case such Guarantor continues to release may be a guarantor made by the Collateral Agent acting alone); and
(g) take such other actions or refrain from taking actions (including those listed above) under the Intercreditor Agreement as are approved, authorized or ratified in respect of any Credit Agreement Refinancing Indebtedness, any Junior Financing or any Indebtedness incurred under writing in accordance with Section 7.03(v)8.01. If Upon request by the Administrative Collateral Agent requests at any time, the Required Lenders will confirm in writing the Administrative Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, property or to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty pursuant to this Section 9.107.03. In each case as specified in this Section 9.107.03, the Administrative Agent will (and each Lender irrevocably authorizes or the Administrative Agent to)Collateral Agent, as applicable, will, at the Borrower’s expenseexpense and upon receipt of any certifications reasonably requested by the Administrative Agent or the Collateral Agent in connection therewith, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to evidence the release of such Subsidiary Guarantor from its obligations under the Subsidiary Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.107.03. The parties hereto acknowledge and agree that the Administrative Agent may rely conclusively as and the Collateral Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the matters described in this Section 9.10 and Section 11.09 (including as to its authority hereunder and thereunder) on a Collateral, the existence, priority or perfection of the Collateral Agent’s Lien thereon, or any certificate or similar instrument provided to it prepared by any Loan Party without further inquiry in connection therewith, nor shall the Collateral Agent be responsible or investigation, which certificate shall be delivered liable to the Administrative Lenders for any failure to monitor or maintain any portion of the Collateral. No Lender consent is required for the Collateral Agent to enter into or to effect any amendment, modification or supplement to any Intercreditor Agreement or other intercreditor agreement or arrangement permitted under this Agreement or in any document pertaining to any indebtedness permitted hereby that is permitted to be secured by the Collateral, including any Permitted Junior Refinancing Debt or Debt permitted under Section 5.02(b)(i)(D)(ii), for the purpose of adding the holders of such Debt (or their Representative) as a party thereto and otherwise causing such Debt to be subject thereto, in each case as contemplated by the terms of such Intercreditor Agreement or such other intercreditor agreement or arrangement permitted under this Agreement, as applicable (it being understood that any such amendment or supplement may make such other changes to the applicable intercreditor agreement as, in the good faith determination of the Collateral Agent are required to effectuate the foregoing and provided that such other changes are not adverse, in any material respect (taken as a whole), to the interests of the Lenders); provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Collateral Agent hereunder or under any other Loan Parties upon reasonable requestDocument without the prior written consent of the Collateral Agent.
Appears in 2 contracts
Samples: Credit Agreement (Alliance Resource Partners Lp), Credit Agreement (Alliance Holdings GP, L.P.)
Collateral and Guaranty Matters. Each Lender hereby agreesof the Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably authorizes the Administrative Agent and the Collateral Agent, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Administrative Agent, the Collateral Agent or Required Lenders in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Administrative Agent, the Collateral 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 of the Lenders. Each of the Administrative Agent and the Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any Collateral or Collateral Documents which may be necessary to create, perfect and maintain perfected security interests in and liens upon the Collateral granted pursuant to the Collateral Documents. Each of the Lenders irrevocably authorizes each of the Administrative Agent and the Collateral Agent, at its option, and in its sole discretionagrees that it will:
(a) to enter into and sign for and on behalf of the Lenders as Secured Parties the Collateral Documents for the benefit of the Lenders and the other Secured Parties;
(b) to automatically release any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all Secured Obligations (other than Cash Management Obligations, Obligations not yet due (x) obligations and payable in respect of liabilities under Secured Hedge Agreements, contingent obligations not yet due and Cash Collateralized or backstopped Letters of Credit) and the expiration or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized or Agreements as to which other arrangements reasonably satisfactory to the Administrative Agent and the applicable L/C Issuers Hedge Bank shall have been made, (y) Cash Management Obligations as to which arrangements satisfactory to the applicable Cash Management Bank shall have been made and (z) contingent indemnification obligations not yet accrued and payable), (ii) at the time the property subject to such Lien is sold or transferred or to be sold or transferred as part of or in connection with any Disposition to a non-Loan Party transfer permitted hereunder or under any other Loan DocumentDocument to any Person other than Holdings, the Borrower or any of its Domestic Subsidiaries that are Guarantors, (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders Lenders, or (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to Section 9.10(d)clause (c) below;
(cb) to release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to another the holder of any Lien (i) permitted to exist on such property and (ii) expressly that is permitted to be senior to the Liens of the Secured Parties under this Agreement; andby Section 7.01(i);
(dc) to release any Guarantor from its obligations under the Guaranty if (i) in the case of any Subsidiary, such Person ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary as a result of a transaction or designation permitted hereunder or (ii) in the case of Holdings, as a result of a transaction permitted hereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of the ABL Facilities, any Credit Agreement Refinancing Indebtedness, any Junior Financing the Senior Notes or any Indebtedness incurred under Section 7.03(vother Junior Financing; and
(d) if any Guarantor shall cease to be a Material Subsidiary (as certified in writing by a Responsible Officer). If , and the Borrower notifies the Administrative Agent requests in writing that it wishes such Guarantor to be released from its obligations under the Guaranty and provides the Administrative Agent and the Collateral Agent such certifications or documents as either such Agent shall reasonably request, (i) release such Subsidiary from its obligations under the Guaranty and (ii) release any Liens granted by such Subsidiary or Liens on the Equity Interests of such Subsidiary; provided that no such release shall occur if such Subsidiary continues to be a guarantor in respect of the ABL Facilities, any Credit Agreement Refinancing Indebtedness, the Senior Notes or any other Junior Financing. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.109.11. In each case as specified in this Section 9.109.11, the Administrative applicable Agent will (and each Lender irrevocably authorizes the Administrative applicable Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such itemDocuments, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The parties hereto acknowledge and agree that the Administrative Agent may rely conclusively as to any of the matters described in this Section 9.10 and Section 11.09 (including as to its authority hereunder and thereunder) on a certificate or similar instrument provided to it by any Loan Party without further inquiry or investigation, which certificate shall be delivered to the Administrative Agent by the Loan Parties upon reasonable request9.11.
Appears in 2 contracts
Samples: Credit Agreement (Chinos Holdings, Inc.), Credit Agreement (J Crew Group Inc)
Collateral and Guaranty Matters. (a) Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Administrative Agent, the Collateral Agent or Required Lenders in accordance with the provisions of this Agreement or the Collateral Documents, Bank and the exercise by the Administrative Agent, the Collateral Agent or Required Lenders Letter 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 of the Lenders. Each of the Credit Issuer hereby authorizes Administrative Agent and the Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any Collateral or Collateral Documents which may be necessary to create, perfect the following actions and maintain perfected security interests in and liens upon the Collateral granted pursuant to the Collateral Documents. Each of the Lenders irrevocably authorizes each of the Administrative Agent and xxxxxx agrees to take such actions at the Collateral Agent, at its option, and in its sole discretionrequest of Borrower:
(ai) to enter into and sign for and on behalf of the Lenders as Secured Parties the Collateral Documents for the benefit of the Lenders and the other Secured Parties;
(b) to automatically release any Lien on any property Property granted to or held by the Administrative Agent under any Loan Document Papers (ix) upon (A) termination of the Aggregate all Commitments and payment in full of all Secured Obligations (other than Cash Management Obligationscontingent indemnification obligations) owing under the Loan Papers to Administrative Agent, the Banks and (unless the Letter of Credit Issuer has advised Administrative Agent that the Obligations not yet due owing to it are otherwise adequately provided for) the Letter of Credit Issuer and payable in respect of owing to any Secured Hedge AgreementsProvider under any Obligation with respect to a Hedge Transaction (other than a Secured Hedge Provider that has advised Administrative Agent that the Obligations owing to it are otherwise adequately provided for or novated), contingent obligations not yet due and Cash Collateralized or backstopped Letters of Credit(B) and the expiration or termination of all Letters of Credit Hedge Transactions with Secured Hedge Providers (other than Letters of Credit which have been Cash Collateralized or as to which other arrangements reasonably satisfactory to the any Secured Hedge Provider that has advised Administrative Agent and the applicable L/C Issuers shall have been madethat such Hedge Transactions are otherwise adequately provided for or novated), (iiy) at that is, or is to be, sold, released or otherwise disposed of as permitted pursuant to the time terms of the property subject to such Lien is sold Loan Papers, or transferred or to be sold or transferred as part of or in connection with any Disposition to a non-Loan Party permitted hereunder or under any other Loan Document, (iiiz) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by Majority Banks (or, if approval, authorization or ratification by all Banks is required with respect to the Required Lenders release or (iv) if substitution of all or substantially all of the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty collateral for the Obligations pursuant to Section 9.10(d14.2(c), then by all Banks);
(c) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to another Lien (i) permitted to exist on such property and (ii) expressly permitted to be senior to the Liens of the Secured Parties under this Agreement; and
(d) to release any Guarantor from its obligations under the Guaranty Loan Papers if such Person ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary as a result of a transaction or designation permitted hereunderunder the Loan Papers; provided that no such release shall occur if such Guarantor continues and
(iii) to be a guarantor in respect of any Credit Agreement Refinancing Indebtednessexecute and deliver to Borrower, at Borrower’s sole cost and expense, any Junior Financing and all releases of Liens, guaranty releases, termination statements, assignments or any Indebtedness incurred under Section 7.03(v). If other documents necessary or useful to accomplish or evidence the foregoing.
(b) Upon the request of Administrative Agent requests at any time, the Required Lenders Majority Banks will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty Collateral pursuant to this Section 9.10. In each case as specified 12.14.
(c) Notwithstanding anything contained in this Section 9.10any of the Loan Papers to the contrary, the no Person other than Administrative Agent will (has any individual right to realize upon any of the collateral subject to the Security Instruments or to enforce any Liens or remedies under the Security Instruments, and each Lender irrevocably authorizes all powers, rights and remedies under the Security Instruments may be exercised solely by Administrative Agent to), at on behalf of the Borrower’s expense, execute and deliver Persons secured or otherwise benefitted thereby.
(d) By accepting the benefit of the Liens granted pursuant to the applicable Loan Party Security Instruments, each Person secured by such documents as such Loan Party may reasonably request Liens that is not a party hereto agrees to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The parties hereto acknowledge 12.14 and agree that each Secured Hedge Provider consents to the grant by the Credit Parties to Administrative Agent may rely conclusively as to of Liens on all Hedge Agreements and Hedge Transactions between such Secured Hedge Provider and any of the matters described in this Section 9.10 and Section 11.09 (including as to its authority hereunder and thereunder) on a certificate or similar instrument provided to it by any Loan Party without further inquiry or investigation, which certificate shall be delivered to the Administrative Agent by the Loan Parties upon reasonable requestCredit Party.
Appears in 2 contracts
Samples: Credit Agreement (Brigham Minerals, Inc.), Credit Agreement (Sitio Royalties Corp.)
Collateral and Guaranty Matters. Each Lender hereby agrees(a) Without limiting the provisions of Section 9.09, each of the Lenders agree that a Guarantor shall automatically be released from its obligations under the Loan Documents, and each holder all security interests created by the Collateral Documents in Collateral owned by such Guarantor shall be automatically released, upon consummation of any Note transaction not prohibited by this Agreement resulting in such Guarantor ceasing to be a Guarantor.
(b) The Lenders hereby irrevocably agree that (A) upon (i) any sale or other transfer by any Loan Party (other than to another Loan Party) of any Collateral in a transaction not prohibited by this Agreement, (ii) the effectiveness of any written consent to the release of the security interest created under any Collateral Document in any Collateral or (iii) the release of any Guarantor from its Guarantee pursuant to the Guaranty, the security interests in such Collateral described in clauses (i) or (ii) and Collateral of such Guarantor described in clause (iii) created by the acceptance thereof will Collateral Documents shall be deemed to agreeautomatically released. Any such release shall not in any manner discharge, thataffect, except as otherwise set forth herein, or impair the Obligations or any action taken Liens (other than those being released) in respect of all interests retained by the Administrative AgentLoan Parties, including the proceeds of any Disposition, all of which shall continue to constitute part of the Collateral Agent or Required Lenders except to the extent otherwise released in accordance with the provisions of this Agreement or the Collateral Documents, Loan Documents and the exercise by the Administrative Agent, the Collateral 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 of the Lenders. Each of the Administrative Agent and the Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any Collateral or Collateral Documents which may be necessary to create, perfect and maintain perfected security interests in and liens upon the Collateral granted pursuant to the Collateral Documents. Each of the Lenders irrevocably authorizes each of the Administrative Agent and the Collateral Agent, at its option, and in its sole discretion:
(a) to enter into and sign for and on behalf of the Lenders as Secured Parties the Collateral Documents for the benefit of the Lenders and the other Secured Parties;
(b) to automatically release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (iB) upon termination of the Aggregate Commitments and payment in full of all Secured Obligations (other than (A) contingent indemnification obligations and (B) obligations and liabilities under Secured Cash Management Obligations, Obligations not yet due Agreements and payable in respect of Secured Hedge Agreements, contingent obligations not yet due and Cash Collateralized or backstopped Letters of Credit) and the expiration or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized or Agreements as to which other arrangements reasonably satisfactory to the Administrative Agent and the applicable L/C Issuers Cash Management Bank of Hedge Bank shall have been made), (ii) at the time the property subject to such Lien is sold or transferred or to be sold or transferred as part of or in connection with any Disposition to a non-Loan Party permitted hereunder or under any other Loan Document, (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing all security interests created by the Required Lenders or (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to Section 9.10(d);Collateral Documents shall be automatically released.
(c) Each of the Lenders irrevocably authorizes the Administrative Agent to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to another the holder of any Lien (i) permitted to exist on such property and (ii) expressly that is permitted to be senior to the Liens of the Secured Parties under this Agreement; and
(d) to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary as a result of a transaction or designation permitted hereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of any Credit Agreement Refinancing Indebtedness, any Junior Financing or any Indebtedness incurred under by Section 7.03(v7.01(j). If Upon request by the Administrative Agent requests at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will (and each Lender irrevocably authorizes the Administrative Agent to)will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The parties hereto acknowledge and agree that Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent may rely conclusively as to Agent’s Lien thereon, or any of the matters described in this Section 9.10 and Section 11.09 (including as to its authority hereunder and thereunder) on a certificate or similar instrument provided to it prepared by any Loan Party without further inquiry or investigationin connection therewith, which certificate nor shall be delivered to the Administrative Agent by be responsible or liable to the Loan Parties upon reasonable requestLenders for any failure to monitor or maintain any portion of the Collateral.
Appears in 2 contracts
Samples: Credit Agreement (Callaway Golf Co), Credit Agreement (Callaway Golf Co)
Collateral and Guaranty Matters. Each Lender hereby agreesThe Lenders and L/C Issuers (and by accepting the benefits of the Loan Documents, and each holder the holders of any Note by the acceptance thereof will be Bank Product Obligations are hereby deemed to agree, that, except as otherwise set forth herein, any action taken by to) irrevocably authorize the Administrative Agent, the Collateral Agent or Required Lenders in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Administrative Agent, the Collateral 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 of the Lenders. Each of the Administrative Agent and the Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any Collateral or Collateral Documents which may be necessary to create, perfect and maintain perfected security interests in and liens upon the Collateral granted pursuant to the Collateral Documents. Each of the Lenders irrevocably authorizes each of the Administrative Agent and the Collateral Agent, at its option, and in its sole discretion:,
(a) to enter into and sign for and on behalf of the Lenders as Secured Parties the Collateral Documents for the benefit of the Lenders and the other Secured Parties;
(b) to automatically release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) upon termination the Payment in Full of the Aggregate Commitments and payment in full of all Secured Obligations (other than Cash Management Obligations, Obligations not yet due and payable in respect (ii) that is Disposed of Secured Hedge Agreements, contingent obligations not yet due and Cash Collateralized or backstopped Letters to be Disposed of Credit) and to a Person if the expiration or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized or as to which other arrangements reasonably satisfactory Parent Borrower certifies to the Administrative Agent that the sale or disposition is made in compliance with the terms of this Agreement (and the applicable L/C Issuers shall have been madeAdministrative Agent may rely conclusively on any such certificate, without further inquiry), (iiiii) at if such property is owned by any Guarantor that has been released from its obligations under the time Guaranty pursuant to Section 9.09(b), (iv) to release any Liens on any property granted to or held by the property subject to such Lien is sold or transferred or to be sold or transferred as part of or in connection with any Disposition to a non-Loan Party permitted hereunder or Administrative Agent under any other Loan DocumentDocument that is or becomes an Excluded Asset (as defined in the Security Agreement), or (iiiv) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders or (ivand such additional Lenders if required pursuant to Section 10.01); provided, that the Lenders, the L/C Issuers and the Administrative Agent (and by accepting the benefits of the Loan Documents, the holders of any Bank Product Obligations are hereby deemed to) if agree that upon the property subject occurrence of any such event in this clause (a), such Liens shall be automatically released;
(b) to such Lien is owned by a Guarantor, upon release of such any Guarantor from its obligations under its the Guaranty (i) upon the Payment in Full of the Obligations, (ii) if the Parent Borrower certifies to the Administrative Agent (and the Administrative Agent may rely conclusively on any such certificate, without further inquiry) that (A) such Person has ceased to be a Subsidiary as a result of a transaction permitted hereunder, or (B) such Guarantor has ceased to be a Domestic Subsidiary or becomes a Subsidiary of a Foreign Subsidiary or FSHCO, in each case, as a result of a transaction permitted hereunder, or (iii) if approved, authorized or ratified in writing by the Required Lenders (and such additional Lenders if required pursuant to Section 9.10(d10.01);; provided, that the Lenders, the L/C Issuers and the Administrative Agent (and by accepting the benefits of the Loan Documents, the holders of any Bank Product Obligations are hereby deemed to) agree that upon the occurrence of any event in this clause (b), such obligations under such Guaranty shall be released; and
(c) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to another the holder of any Lien (i) permitted to exist on such property and (ii) expressly that is permitted to be senior to the Liens of the Secured Parties under this Agreement; and
(d) to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary as a result of a transaction or designation permitted hereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of any Credit Agreement Refinancing Indebtedness, any Junior Financing or any Indebtedness incurred under by Section 7.03(v7.01(i). If Upon request by the Administrative Agent requests at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.109.09. In each case as specified in this Section 9.109.09, the Administrative Agent will (and each Lender irrevocably authorizes the Administrative Agent to)will, at the Borrower’s Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.109.09. The parties hereto acknowledge and agree that In each case as specified in this Section 9.09, the Administrative Agent will, at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may rely conclusively as reasonably request to evidence the release of such item of Collateral from the assignment, security interest and Lien granted under the Collateral Documents, and, if applicable, return any possessory collateral or to release such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the matters described in Loan Documents and this Section 9.10 and Section 11.09 (including as 9.09. The Administrative Agent shall not be responsible for or have a duty to its authority hereunder and thereunder) on a ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate or similar instrument provided to it prepared by any Loan Party without further inquiry or investigationin connection therewith, which certificate nor shall be delivered to the Administrative Agent by be responsible or liable to the Loan Parties upon reasonable requestLenders for any failure to monitor or maintain any portion of the Collateral.
Appears in 2 contracts
Samples: Asset Based Revolving Credit Agreement (Vista Outdoor Inc.), Asset Based Revolving Credit Agreement (Vista Outdoor Inc.)
Collateral and Guaranty Matters. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the (a) The Secured Parties irrevocably authorize Administrative Agent, the Collateral Agent or Required Lenders in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Administrative Agent, the Collateral 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 of the Lenders. Each of the Administrative Agent and the Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any Collateral or Collateral Documents which may be necessary to create, perfect and maintain perfected security interests in and liens upon the Collateral granted pursuant to the Collateral Documents. Each of the Lenders irrevocably authorizes each of the Administrative Agent and the Collateral Agent, at its option, option and in its sole discretion:
(ai) to enter into and sign for and on behalf of the Lenders as Secured Parties the Collateral Documents for the benefit of the Lenders and the other Secured Parties;
(b) to automatically release any Lien on any property Property granted to or held by the Administrative Agent under any Loan Document (ix) upon termination of the Aggregate all Commitments and payment in full of all Secured Obligations (other than Cash Management Obligations, Obligations not yet due (A) contingent indemnification obligations and payable in respect of Secured Hedge Agreements, contingent (B) obligations not yet due and Cash Collateralized or backstopped Letters of Creditliabilities under Bank Product Agreements as to which arrangements satisfactory to the applicable Bank Product Provider shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized or as to which other arrangements reasonably satisfactory to the Administrative Agent and the applicable L/C Issuers Issuer shall have been made), (iiy) at the time the property subject to such Lien that is sold or transferred otherwise disposed of or to be sold or transferred otherwise disposed of as part of or in connection with any Disposition to a non-sale or other disposition permitted under the Loan Party permitted hereunder Documents, or under any other Loan Document, (iiiz) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders or (iv) if the property subject to such Lien is owned by a Guarantorall Lenders, upon release of such Guarantor from its obligations as applicable, under its Guaranty pursuant to Section 9.10(d)11.10;
(cii) to subordinate any Lien on any property Property granted to or held by the Administrative Agent under any Loan Document to another the holder of any Lien (i) permitted to exist on such property and (ii) expressly Property that is permitted to be senior to the Liens of the Secured Parties under this Agreementby Section 7.2; and
(diii) to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary as a result of a transaction or designation permitted hereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of any Credit Agreement Refinancing Indebtedness, any Junior Financing or any Indebtedness incurred under Section 7.03(v)the Loan Documents. If the Upon request by Administrative Agent requests at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of propertyProperty, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.1010.9. In each case as Upon the occurrence of any of the events specified in this Section 9.1010.9(a)(i)(x), the Administrative Agent will (and each Lender irrevocably authorizes the Administrative Agent toy) or (z) or Section 10.9(a)(iii), at the Borrower’s Borrowers’ expense, Administrative Agent shall execute and deliver to the applicable Loan Party Borrowers such documents documentation as such Loan Party may Borrowers shall reasonably request to evidence release the release of such item of applicable Collateral from the assignment and security interest granted under Liens created by the Collateral Loan Documents or to subordinate its interest in such item, or to evidence and/or release the release of such applicable Guarantor from its obligations under the its Guaranty, in each as the case in accordance with may be.
(b) Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the terms existence, value or collectability of the Loan Documents and this Section 9.10. The parties hereto acknowledge and agree that Collateral, the existence, priority or perfection of Administrative Agent may rely conclusively as to Agent’s Lien thereon, or any of the matters described in this Section 9.10 and Section 11.09 (including as to its authority hereunder and thereunder) on a certificate or similar instrument provided to it prepared by any Loan Party without further inquiry or investigationin connection therewith, which certificate nor shall be delivered to the Administrative Agent by be responsible or liable to Lenders for any failure to monitor or maintain any portion of the Loan Parties upon reasonable requestCollateral.
Appears in 2 contracts
Samples: Credit Agreement (FlexEnergy Green Solutions, Inc.), Credit Agreement (FlexEnergy Green Solutions, Inc.)
Collateral and Guaranty Matters. Each Lender hereby agreesof the Lenders (including in its capacities as a potential Cash Management Bank, potential Foreign Obligation Provider and each holder of any Note by a potential Hedge Bank) and the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by L/C-BA Issuers irrevocably authorize the Administrative Agent, the Collateral Agent or Required Lenders in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Administrative Agent, the Collateral 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 of the Lenders. Each of the Administrative Agent and the Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any Collateral or Collateral Documents which may be necessary to create, perfect and maintain perfected security interests in and liens upon the Collateral granted pursuant to the Collateral Documents. Each of the Lenders irrevocably authorizes each of the Administrative Agent and the Collateral Agent, at its option, option and in its sole discretion:
(a) to enter into and sign for and on behalf of the Lenders as Secured Parties the Collateral Documents for the benefit of the Lenders and the other Secured Parties;
(b) to automatically release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all Secured Obligations (other than (A) contingent indemnification obligations and (B) obligations and liabilities under Secured Cash Management Obligations, Obligations not yet due Agreements and payable in respect of Secured Hedge Agreements, contingent obligations not yet due and Agreements as to which arrangements satisfactory to the applicable Cash Collateralized Management Bank or backstopped Letters of CreditHedge Bank shall have been made) and the expiration or termination of all Letters of Credit and Bankers’ Acceptances (other than Letters of Credit which have been Cash Collateralized or Bankers’ Acceptances as to which other arrangements reasonably satisfactory to the Administrative Agent and the applicable L/C Issuers C-BA Issuer shall have been made), (ii) at the time the property subject to such Lien that is sold or transferred or to be sold or transferred as part of or in connection with any Disposition to a non-Loan Party sale permitted hereunder or under any other Loan Document, or (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders or (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to Section 9.10(d)Lenders;
(cb) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to another the holder of any Lien (i) permitted to exist on such property and (ii) expressly that is permitted to be senior to the Liens of the Secured Parties under this Agreementby Section 7.01(l); and
(dc) to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary as a result of a transaction or designation permitted hereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of any Credit Agreement Refinancing Indebtedness, any Junior Financing or any Indebtedness incurred under Section 7.03(v). If Upon request by the Administrative Agent requests at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will (and each Each Lender irrevocably hereby authorizes the Administrative Agent to), to give blockage notices in connection with any Subordinated Debt at the Borrower’s expense, execute direction of Required Lenders and agrees that it will not act unilaterally to deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The parties hereto acknowledge and agree that the Administrative Agent may rely conclusively as to any of the matters described in this Section 9.10 and Section 11.09 (including as to its authority hereunder and thereunder) on a certificate or similar instrument provided to it by any Loan Party without further inquiry or investigation, which certificate shall be delivered to the Administrative Agent by the Loan Parties upon reasonable requestnotices.
Appears in 2 contracts
Samples: Credit Agreement (World Fuel Services Corp), Credit Agreement (World Fuel Services Corp)
Collateral and Guaranty Matters. In the event of the sale of any participation by any Lender, (w) such Lender’s obligations under the Loan Documents shall remain unchanged, (x) such Lender shall remain solely responsible to the other parties for the performance of such obligations, (y) such Lender shall remain the holder of such Obligations for all purposes of this Agreement and (z) the Borrowers, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Each participant shall be entitled to the benefits of Section 3.01 (Taxes), Section 3.02 (Illegality) and Section 3.04(b) (Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurodollar Rate Loans and Eurocurrency Rate Loans) as if it were a Lender; provided, however, that anything herein to the contrary notwithstanding, the Borrowers shall not, at any time, be obligated to make under Section 3.01 (Taxes), Section 3.02 (Illegality) and Section 3.04(b) (Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurodollar Rate Loans and Eurocurrency Rate Loans) to the participants in the rights and obligations of any Lender (together with such Lender) any payment in excess of the amount the Borrowers would have been obligated to pay to such Lender in respect of such interest had such participation not been sold. Each Lender hereby agreesthat sells a participation shall maintain a register on which it enters the name and address of each participant and the principal amounts of each participant’s interest in the rights or obligations under the Loan Documents held by it (the “Participant Register”). The entries in the Participant Register shall be conclusive, and such Lender shall treat each holder Person whose name is recorded in the Participant Register as the owner of any Note by such right or obligation under the acceptance Loan Documents as the owner thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Administrative Agent, the Collateral Agent or Required Lenders in accordance with the provisions for all purposes of this Agreement or the Collateral Documents, and other Loan Documents notwithstanding any notice to the exercise contrary. Any such Participant Register shall be available for inspection by the Administrative Agent, the Collateral 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 at any reasonable time and binding upon all of the Lenders. Each of the Administrative Agent and the Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any Collateral or Collateral Documents which may be necessary to create, perfect and maintain perfected security interests in and liens upon the Collateral granted pursuant to the Collateral Documents. Each of the Lenders irrevocably authorizes each of the Administrative Agent and the Collateral Agent, at its option, and in its sole discretion:
(a) to enter into and sign for and on behalf of the Lenders as Secured Parties the Collateral Documents for the benefit of the Lenders and the other Secured Parties;
(b) to automatically release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all Secured Obligations (other than Cash Management Obligations, Obligations not yet due and payable in respect of Secured Hedge Agreements, contingent obligations not yet due and Cash Collateralized or backstopped Letters of Credit) and the expiration or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized or as to which other arrangements reasonably satisfactory to the Administrative Agent and the applicable L/C Issuers shall have been made), (ii) at the time the property subject to such Lien is sold or transferred or to be sold or transferred as part of or in connection with any Disposition to a non-Loan Party permitted hereunder or under any other Loan Document, (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders or (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to Section 9.10(d);
(c) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to another Lien (i) permitted to exist on such property and (ii) expressly permitted to be senior to the Liens of the Secured Parties under this Agreement; and
(d) to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary as a result of a transaction or designation permitted hereunderreasonable prior notice; provided that no Lender shall have any obligation to disclose any portion of such release shall occur if Participant Register to any Person except to the extent such Guarantor continues disclosure is necessary to be a guarantor in respect of any Credit Agreement Refinancing Indebtedness, any Junior Financing establish that the rights or any Indebtedness incurred under Section 7.03(v). If the Administrative Agent requests at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will (and each Lender irrevocably authorizes the Administrative Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The parties hereto acknowledge and agree that the Administrative Agent may rely conclusively as to any of the matters described are in this Section 9.10 and Section 11.09 (including as to its authority hereunder and thereunder) on a certificate or similar instrument provided to it by any Loan Party without further inquiry or investigation, which certificate shall be delivered to the Administrative Agent by the Loan Parties upon reasonable requestregistered form for United States federal income tax purposes.
Appears in 2 contracts
Samples: Credit Agreement (Jarden Corp), Credit Agreement (Jarden Corp)
Collateral and Guaranty Matters. Each Lender hereby agreesof the Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) and the Issuers irrevocably authorizes the Administrative Agent and the Collateral Agent, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Administrative Agent, the Collateral Agent or Required Lenders in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Administrative Agent, the Collateral 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 of the Lenders. Each of the Administrative Agent and the Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any Collateral or Collateral Documents which may be necessary to create, perfect and maintain perfected security interests in and liens upon the Collateral granted pursuant to the Collateral Documents. Each of the Lenders irrevocably authorizes each of the Administrative Agent and the Collateral Agent, at its option, and in its sole discretionagrees that:
(a) to enter into and sign for and on behalf of the Lenders as Secured Parties the Collateral Documents for the benefit of the Lenders and the other Secured Parties;
(b) to automatically release that any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document shall be automatically released (i) upon termination of the Aggregate Commitments and payment in full of all Secured Obligations (other than (x) obligations under Secured Hedge Agreements and Cash Management Obligations, Obligations not yet due and payable in respect of Secured Hedge Agreements, (y) contingent indemnification and expense obligations not yet due accrued and Cash Collateralized or backstopped Letters of Creditpayable) and the expiration with no pending drawings or termination of all Letters of Credit (other than Letters unless the Outstanding Amount of the Letter of Credit which have Obligations related thereto has been Cash Collateralized or as to which other arrangements back-stopped by a letter of credit in form and substance reasonably satisfactory to the Administrative Agent and the applicable L/C Issuers shall have been madeIssuer), (ii) at the time the property subject to such Lien is sold or transferred or to be sold or transferred as part of or in connection with any Disposition to a non-Loan Party transfer permitted hereunder or under any other Loan DocumentDocument to any Person other than the Holdings, the Borrower or any Subsidiary Guarantor, (iii) subject to Section 10.019.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders or Lenders, (iv) if the property subject to such Lien is owned by a Subsidiary Guarantor, upon release of such Subsidiary Guarantor from its obligations under its the Guaranty pursuant to Section 9.10(d)clause (c) below, (v) if such property constitutes or becomes Excluded Assets as a result of an occurrence not prohibited hereunder; provided that, in the case of any Equity Interests that become Excluded Assets solely as a result of the issuer of such Equity Interests becoming a non-wholly owned Subsidiary, any Lien on such Equity Interests shall only be released under this Agreement or the other applicable Loan Documents if such Subsidiary became a non-wholly owned Subsidiary pursuant to a transaction in which such Subsidiary becomes a joint venture for bona fide business purposes (other than financing purposes) with respect to which the applicable joint venture partner is not Holdings or an Affiliate of Holdings or (vi) as required pursuant to the terms of any Applicable Intercreditor Agreement;
(cb) to release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to another the holder of any Lien (i) permitted to exist on such property and that is permitted pursuant to clause (iic), (d), (h), (m), (n) expressly permitted (other than any Lien on the Capital Stock of any Loan Party), (p) (other than clause (5) thereof) (which, in the case of this clause (p), shall be limited to be senior subordination only, and, in the case of clause (p)(1) thereof, only to the extent such Lien has priority as a matter of law over the Liens securing the Secured Obligations) (u) (which, in the case of this clause (u), shall be limited to subordination only), (v) or (o) (solely, with respect to this clause (o), in respect of the Secured Parties under this Agreementforegoing and limited to subordination only to the extent the relevant foregoing clause was limited to subordination only) of the definition of “Permitted Liens”; and
(dc) to release any Guarantor shall be automatically released from its obligations under the Guaranty (i) in the case of a Restricted Subsidiary that is a Guarantor, if such Person ceases to be a Restricted Subsidiary or otherwise becomes an Excluded Subsidiary as a result of a transaction or designation permitted hereunderhereunder (including as a result of a Restricted Subsidiary that is a Subsidiary Guarantor being designated as an Unrestricted Subsidiary) or (ii) in the case of Holdings or any other Guarantor, upon the happening of the events described in clause (a)(i) above; provided that that, in the case of each of clauses (i) and (ii), (x) no such release shall occur if such Subsidiary Guarantor continues to be a guarantor in respect of any Credit Agreement Refinancing IndebtednessSubordinated Obligations, the Term Loan Agreement, any Junior Financing Incremental Equivalent Debt or any other Indebtedness incurred (other than Loans) in excess of the Threshold Amount and Refinancing Debt in respect of any of the foregoing and (y) in the case of any such Guarantor that becomes an Excluded Subsidiary solely as a result of becoming a non-wholly owned Subsidiary, such Guarantor shall only be released from its obligations under Section 7.03(v)this Agreement or the other applicable Loan Documents if such Restricted Subsidiary became a non-wholly owned Subsidiary pursuant to a transaction in which such Restricted Subsidiary becomes a joint venture for bona fide business purposes (other than financing purposes) with respect to which the applicable joint venture partner is not Holdings or an Affiliate of Holdings. If Upon request by the Administrative Agent requests at any time, the Required Lenders (or such greater number of Lenders as may be required under Section 9.01) will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Guaranty pursuant to this Section 9.108.11. In each case as specified in this Section 9.108.11, the Administrative Agent will (and each Lender irrevocably authorizes the Administrative Agent to and the Collateral Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such itemDocuments, or to evidence the release of such Subsidiary Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.108.11. The parties hereto acknowledge and agree that the Administrative Agent and the Collateral Agent may rely conclusively as to any of the matters described in this Section 9.10 and Section 11.09 8.11 (including as to its authority hereunder and thereunderhereunder) on a certificate or similar instrument provided to it by any Loan Party without further inquiry or investigation, which certificate shall be delivered to the Administrative Agent and the Collateral Agent by the Loan Parties upon reasonable request.
Appears in 2 contracts
Samples: Abl Credit Agreement (Mattress Firm Group Inc.), Abl Credit Agreement (Mattress Firm Group Inc.)
Collateral and Guaranty Matters. (a) Upon the occurrence and continuance of a Default, Lenders agree to promptly confer in order that Required Lenders or Lenders, as the case may be, may agree upon a course of action for the enforcement of the Rights of Lenders; and Administrative Agent shall be entitled to refrain from taking any action (without incurring any liability to any Person for so refraining) unless and until Administrative Agent shall have received instructions from Required Lenders. All Rights of action under the Loan Papers and all Rights to the Collateral, if any, hereunder may be enforced by Administrative Agent and any suit or proceeding instituted by Administrative Agent in furtherance of such enforcement shall be brought in its name as Administrative Agent without the necessity of joining as plaintiffs or defendants any other Lender, and the recovery of any judgment shall be for the benefit of Lenders subject to the expenses of Administrative Agent. In actions with respect to any property of any Restricted Company, Administrative Agent is acting for the ratable benefit of each Lender. Any and all agreements to subordinate (whether made heretofore or hereafter) other indebtedness or obligations of any Restricted Company to the Obligation shall be construed as being for the ratable benefit of each Lender.
(b) Each Lender hereby agreesauthorizes and directs Administrative Agent to enter into the Security Documents for the benefit of Lenders. Except to the extent unanimity is required hereunder, and (i) each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, Lender agrees that any action taken by the Administrative Agent, the Collateral Agent or Required Lenders in accordance with the provisions of this Agreement or the Collateral DocumentsLoan Papers, and the exercise by the Administrative Agent, the Collateral 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, and (ii) each Lender agrees that any action taken by Required Lenders in accordance with the provisions of the Lenders. Each Loan Papers, and the exercise by 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.
(c) Administrative Agent and the Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any Collateral or Collateral Security Documents which may be necessary to create, perfect and maintain perfected security interests in and liens the Liens upon the Collateral granted pursuant to the Security Documents.
(d) Administrative Agent shall have no obligation whatsoever to any Lender or to any other Person to assure that the Collateral Documents. Each exists or is owned by any Restricted Company or is cared for, protected, or insured or has been encumbered or that the Liens granted to Administrative Agent herein or pursuant hereto 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, or to continue exercising, any of the Lenders irrevocably authorizes each Rights granted or available to Administrative Agent in this Section 14.9 or in any of the Security Documents; it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, Administrative Agent and the Collateral Agentmay act in any manner it may deem appropriate, at its option, and in its sole discretion:, given Administrative Agent’s own interest in the Collateral as one of Lenders and that Administrative Agent shall have no duty or liability whatsoever to any Lender, other than to act without gross negligence or willful misconduct.
(ae) Lenders irrevocably authorize Administrative Agent (or in the case of Bond Rights, the L/C Issuers), at its option and in its discretion, (i) to enter into and sign for and on behalf of the Lenders as Secured Parties the Collateral Documents for the benefit of the Lenders and the other Secured Parties;
(b) to automatically release any Lien on any property granted to or held by the Administrative Agent under any Loan Document Paper (iA) upon termination of the Aggregate Commitments Total Commitment and payment in full of all Secured Obligations Obligation (other than Cash Management Obligations, Obligations not yet due and payable in respect of Secured Hedge Agreements, contingent obligations not yet due and Cash Collateralized or backstopped Letters of Creditindemnification obligations) and the expiration or termination of all Letters L/Cs, (B) as permitted under Section 9.11, (C) constituting property being sold or disposed of Credit (other than Letters of Credit which have been Cash Collateralized or as to which other arrangements reasonably satisfactory to the permitted under Section 10.10, if Administrative Agent determines that the property being sold or disposed is being sold or disposed in accordance with the requirements and limitations of Section 10.10 and Administrative Agent concurrently receives all mandatory prepayments with respect thereto, if any, or (D) if approved, authorized, or ratified in writing by Required Lenders, subject to Section 15.9, unless such Liens are held under any Bond Document; (ii) to release (or authorize the release by the applicable L/C Issuers shall have been made)Issuer of) any Collateral held by Administrative Agent (or the applicable L/C Issuer) under or pursuant to any Bond Document upon the reimbursement of any Bond Purchase Drawing in accordance with Section 2.3(i) herein; and (iii) to release any Restricted Company from its Guaranty (A) upon full payment of the Obligation, (iiB) at the time the property subject to such Lien is sold or transferred or to be sold or transferred as part of or permitted under Section 9.11, (C) in connection with any Disposition to a non-Loan Party the sale of disposition of the stock (or other equity interest) issued by such Restricted Company permitted hereunder or under any other Loan Document, (iii) subject to Section 10.0110.10, if Administrative Agent determines that the release disposition or sale is in accordance with the requirements and limitations of such Lien is Section 10.10 and Administrative Agent concurrently receives all mandatory prepayments with respect thereto, if any, or (D) if approved, authorized authorized, or ratified in writing by the Required Lenders or (iv) if the property Lenders, subject to such Lien is owned Section 15.9. Upon request by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to Section 9.10(d);
(c) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to another Lien (i) permitted to exist on such property and (ii) expressly permitted to be senior to the Liens of the Secured Parties under this Agreement; and
(d) to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary as a result of a transaction or designation permitted hereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of any Credit Agreement Refinancing Indebtedness, any Junior Financing or any Indebtedness incurred under Section 7.03(v). If the Administrative Agent requests at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.10. 14.9.
(f) In each case as specified furtherance of the authorizations set forth in this Section 9.1014.9, the each Lender and each L/C Issuer hereby irrevocably appoints Administrative Agent will (its attorney-in-fact, with full power of substitution, for and on behalf of and in the name of each such Lender and each Lender irrevocably authorizes the Administrative Agent tosuch L/C Issuer, (i) to enter into Security Documents (including, without limitation, any appointments of substitute trustees under any Security Document), at the Borrower’s expense, execute and deliver (ii) to take action with respect to the applicable Loan Party such documents Collateral and Security Documents to perfect, maintain, and preserve Lenders’ and the L/C Issuers’ Liens, as such Loan Party may reasonably request applicable, and (iii) to evidence execute instruments of release or to take other action necessary to release Liens upon any Collateral to the release extent authorized in clause (e) hereof. This power of such item of Collateral from attorney shall be liberally, not restrictively, construed so as to give the assignment and security interest granted under greatest latitude to Administrative Agent’s power, as attorney, relative to the Collateral Documents or to subordinate its interest in such item, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The parties hereto acknowledge and agree that the Administrative Agent may rely conclusively as to any of the matters described in this Section 9.10 14.9. The powers and Section 11.09 (including as to its authority hereunder and thereunder) authorities herein conferred on a certificate or similar instrument provided to it by any Loan Party without further inquiry or investigation, which certificate shall be delivered to the Administrative Agent may be exercised by Administrative Agent through any Person who, at the time of the execution of a particular instrument, is an officer of Administrative Agent. The power of attorney conferred by this Section 14.9(f) is granted for valuable consideration and is coupled with an interest and is irrevocable so long as the Obligation, or any part thereof, shall remain unpaid, Lenders are obligated to make any Loans, or the L/C Issuers are obligated to issue L/Cs, under the Loan Parties upon reasonable requestPapers.
Appears in 2 contracts
Samples: Credit Agreement (Vail Resorts Inc), Credit Agreement (Vail Resorts Inc)
Collateral and Guaranty Matters. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Administrative Agent, the Collateral Agent or Required Lenders in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Administrative Agent, the Collateral 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 of the Lenders. Each of the Administrative Agent and the Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any Collateral or Collateral Documents which may be necessary to create, perfect and maintain perfected security interests in and liens upon the Collateral granted pursuant to the Collateral Documents. Each of the Lenders irrevocably authorizes each of the Administrative Agent and the Collateral Agent, at its option, and in its sole discretionagrees:
(a) to enter into and sign for and on behalf of the Lenders as Secured Parties the Collateral Documents for the benefit of the Lenders and the other Secured Parties;
(b) to automatically release that any Lien on any property granted to or held by the Administrative Agent or the Mexican Collateral Agent under any Loan Document shall be automatically released (i) upon termination of the Aggregate Commitments and payment Payment in full of all Secured Obligations (other than Cash Management Obligations, Obligations not yet due and payable in respect of Secured Hedge Agreements, contingent obligations not yet due and Cash Collateralized or backstopped Letters of Credit) and the expiration or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized or as to which other arrangements reasonably satisfactory to the Administrative Agent and the applicable L/C Issuers shall have been made)Full, (ii) at the time the property subject to such Lien is sold or transferred Disposed or to be sold or transferred Disposed as part of or in connection with any Disposition to a non-Loan Party permitted hereunder or under any other Loan DocumentDocument to any Person other than the Borrower or any of its Restricted Subsidiaries that are Guarantors, (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders or Lenders, (iv) if the property subject to such Lien is owned by a GuarantorGuarantor (or if the equity interest of a Guarantor are the subject of such Disposition), upon release of such Guarantor from its obligations under its Guaranty pursuant to Section 9.10(d)9.10(c) below or (v) with respect to any asset that is or becomes an Excluded Asset;
(cb) to subordinate any Lien on any property granted to or held by the Administrative Agent or the Mexican Collateral Agent under any Loan Document to another the holder of any Lien (i) permitted to exist on such property and (ii) expressly that is permitted to be senior to the Liens of securing the Secured Parties under this AgreementObligations pursuant to Section 7.01(b), (u), (w), (aa) and (bb) and (ii); and
(dc) to release that any Subsidiary Guarantor (and the pledge of any equity interests in such Guarantor) shall be automatically released from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary (other than with respect to clause (g) of the definition of Excluded Subsidiary) as a result of a transaction or designation permitted hereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of any Credit Agreement Refinancing Indebtedness, any Junior Financing or any Indebtedness incurred under Section 7.03(v). If Upon request by the Administrative Agent requests or the Mexican Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s or, as applicable, the Mexican Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.109.10 or Section 11.09. In each case as specified in this Section 9.10, the Administrative Agent will (or, as applicable, the Mexican Collateral Agent will, upon the Borrower’s request and each Lender irrevocably authorizes the Administrative Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The parties hereto acknowledge and agree that None of the Administrative Agent may rely conclusively or the Mexican Collateral Agent shall be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral or the Mexican Collateral, as applicable, the existence, priority or perfection of the Administrative Agent’s or, as applicable, the Mexican Collateral Agent’s Lien thereon, or any certificate prepared by the Borrower or any of their Restricted Subsidiaries in connection therewith, nor shall the Administrative Agent or the Mexican Collateral Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral or the Mexican Collateral, as applicable, or lien thereon or perfection thereof. The Mexican Collateral Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Mexican Collateral in its possession, under Section 9-207 of the New York UCC or otherwise, shall be to deal with it in the same manner as the Mexican Collateral Agent deals with similar property for its own account (which shall in no event be less than commercially reasonable custody, safekeeping and physical preservation) and the Mexican Collateral Agent will not be liable or responsible for any loss or diminution in the value of any of the matters described Mexican Collateral by reason of the act or omission of any agent selected by the Mexican Collateral Agent in good faith. Anything contained in any of the Loan Documents to the contrary notwithstanding, the Borrower, the Administrative Agent and each other Secured Party hereby agree that (i) no Secured Party shall have any right individually to realize upon any of the Collateral or Mexican Collateral or to enforce the Guaranty, it being understood and agreed that all powers, rights and remedies hereunder and under any of the other Loan Documents may be exercised solely by the Administrative Agent or the Mexican Collateral Agent, as applicable, for the benefit of Secured Parties in accordance with the terms hereof and thereof, and (ii) in the event of a foreclosure or similar enforcement action by the Administrative Agent or the Mexican Collateral Agent, as applicable, on any of the Collateral or the Mexican Collateral, as applicable, pursuant to a public or private sale or other disposition (including pursuant to Section 363(k), Section 1129(b)(2)(a)(ii), or otherwise of the Bankruptcy Code), the Administrative Agent, the Mexican Collateral Agent or any Lender may be the purchaser of any or all of such Collateral or Mexican Collateral, as applicable, at any such sale or disposition and the Administrative Agent or the Mexican Collateral Agent, as applicable, as agent for and representative of Secured Parties (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral or the Mexican Collateral, as applicable, sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by the Administrative Agent or the Mexican Collateral Agent at such sale or other disposition. Each Agent and each Lender hereby appoints each other Agent and each other Lender as agent and bailee for the purpose of perfecting the security interests in and liens upon the Collateral or the Mexican Collateral, as applicable, in assets that, in accordance with Article 9 of the UCC, can be perfected only by possession or control (or where the security interest of a Secured Party with possession or control has priority over the security interest of another Secured Party) and each Agent and each Lender hereby acknowledges that it holds possession of or otherwise controls any such Collateral or Mexican Collateral, as applicable, for the benefit of the other Secured Parties, except as otherwise expressly provided in this Section 9.10 and Section 11.09 (including Agreement. Should any Lender obtain possession or control of any such Collateral or Mexican Collateral, as to its authority hereunder and thereunder) on a certificate applicable, such Lender shall notify the Administrative Agent or similar instrument provided to it by any Loan Party without further inquiry the Collateral Agent thereof, as applicable, and, promptly upon the Administrative Agent’s or investigationthe Mexican Collateral Agent’s request therefor shall deliver such Collateral or Mexican Collateral, which certificate shall be delivered as applicable, to the Administrative Agent or the Mexican Collateral Agent, as applicable, or in accordance with the Administrative Agent’s or Mexican Collateral Agent’s instructions. Each Loan Party by its execution and delivery of this Agreement hereby consents to the Loan Parties upon reasonable requestforegoing.
Appears in 2 contracts
Samples: Credit Agreement (Playa Hotels & Resorts N.V.), Credit Agreement (Playa Hotels & Resorts N.V.)
Collateral and Guaranty Matters. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Administrative Agent, the Collateral Agent or Required Lenders in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Administrative Agent, the Collateral 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 of the Lenders. Each of the The Administrative Agent and the Collateral Agent is are each hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to the occurrence and continuance of an Event of Default, to take any action with respect to any Collateral or Collateral Documents which may be necessary to create, perfect and maintain perfected security interests in and liens upon the Collateral granted pursuant to the Collateral Documents. Each of the Lenders irrevocably authorizes each of the Administrative Agent and the Collateral Agent, at its option, and in its sole discretion:
(a) to enter into and sign for and on behalf of the Lenders as Secured Parties the Collateral Documents for the benefit of the Lenders and the other Secured Parties;
(b) to automatically release any Lien on any property granted to or held by the Administrative such Agent under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all Secured Obligations (other than Cash Management Obligations, Obligations not yet due and payable in respect of Secured Hedge Agreements, contingent obligations not yet due and Letters of Credit which have been Cash Collateralized or backstopped Letters of Creditotherwise backstopped) and the expiration or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized or as to which other arrangements reasonably satisfactory to the Administrative Agent, the Collateral Agent and the applicable L/C Issuers shall have been made), (ii) at the time the property subject to such Lien is sold or transferred Disposed or to be sold or transferred Disposed as part of or in connection with any Disposition to a non-Loan Party permitted hereunder or under any other Loan Document, (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders or (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to Section 9.10(d);
(c) to subordinate any Lien on any property granted to or held by the Administrative such Agent under any Loan Document to another Lien (i) permitted to exist on such property and (ii) expressly permitted to be senior to the Liens of the Secured Parties under this Agreement; and
(d) to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary as a result of a transaction or designation permitted hereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of any Credit Agreement Refinancing Indebtedness, any Junior Financing or any other Indebtedness incurred under Section 7.03(v)having an aggregate principal amount in excess of the Threshold Amount. If Upon request by the Administrative Agent requests or the Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative such Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative such Agent will (and each Lender irrevocably authorizes the Administrative each such Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The parties hereto acknowledge Anything contained in any of the Loan Documents to the contrary notwithstanding, the Borrower, the Administrative Agent, the Collateral Agent and each Secured Party hereby agree that (i) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guarantee, it being understood and agreed that all powers, rights and remedies hereunder and under any of the Loan Documents may be exercised solely by the Administrative Agent or the Collateral Agent, as applicable, for the benefit of the Secured Parties in accordance with the terms hereof and thereof and all powers, rights and remedies under the Collateral Documents (other than any Guarantee in favor of the Administrative Agent, which may rely conclusively as to be exercised solely by the Administrative Agent) may be exercised solely by the Collateral Agent for the benefit of the Secured Parties in accordance with the terms thereof, (ii) in the event of a foreclosure or similar enforcement action by the Collateral Agent on any of the matters described Collateral pursuant to a public or private sale or other disposition (including, without limitation, pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or otherwise of the U.S. Bankruptcy Code), the Collateral Agent or any Lender (except, in this each case, with respect to a “credit bid” pursuant to Section 9.10 363(k), Section 1129(b)(2)(a)(ii) or otherwise of the U.S. Bankruptcy Code) may, in its own capacity and Section 11.09 not as an agent for the other Lenders or Secured Parties, be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and (including iii) the Collateral Agent, as to agent for and representative of the Secured Parties (but not any Lender or Lenders in its authority hereunder and thereunderor their respective individual capacities) on a certificate or similar instrument provided to it by any Loan Party without further inquiry or investigation, which certificate shall be delivered entitled, upon instructions from the Required Lenders, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale or disposition, to use and apply any of the Administrative Agent Obligations as a credit on account of the purchase price for any Collateral payable by the Loan Parties upon reasonable requestCollateral Agent at such sale or other disposition.
Appears in 2 contracts
Samples: Credit Agreement (Blucora, Inc.), Credit Agreement (Blucora, Inc.)
Collateral and Guaranty Matters. Each Lender hereby agrees, (a) The Lenders and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by their respective Affiliates irrevocably authorize the Administrative Agent, the Collateral Agent or Required Lenders in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Administrative Agent, the Collateral 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 of the Lenders. Each of the Administrative Agent and the Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any Collateral or Collateral Documents which may be necessary to create, perfect and maintain perfected security interests in and liens upon the Collateral granted pursuant to the Collateral Documents. Each of the Lenders irrevocably authorizes each of the Administrative Agent and the Collateral Agent, at its option, option and in its sole discretion:,
(ai) to enter into and sign for and on behalf of the Lenders as Secured Parties the Collateral Documents for the benefit of the Lenders and the other Secured Parties;
(b) to automatically release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (iA) upon termination of the Aggregate all Commitments and payment in full of all Secured Obligations (other than Cash Management Obligations, Obligations not yet due contingent indemnification obligations and payable in respect Rate Protection Agreements and Secured Bank Products as to which other arrangements satisfactory to the Administrative Agent and the applicable Lender on behalf of Secured Hedge Agreements, contingent obligations not yet due and Cash Collateralized itself or backstopped Letters of Creditits Affiliate shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized or as to which other arrangements reasonably satisfactory to the Administrative Agent and the applicable L/C Issuers Issuing Lender shall have been made), (iiB) at the time the property subject to such Lien that is sold or transferred otherwise disposed of or to be sold or transferred otherwise disposed of as part of or in connection with any Disposition to a non-sale or other disposition permitted under the Loan Party permitted hereunder Documents, (C) constituting property in which the Borrower or under any other Loan DocumentParty owned no interest at the time the security interest and/or Lien was granted, (iiiD) subject constituting a Timber Deed or property leased to Section 10.01the Borrower or any other Loan Party under a Timber Deed or lease which has expired or been terminated in a transaction permitted under this Agreement or is about to expire and which has not been, and is not intended by the Borrower or any other Loan Party to be, renewed or extended, or (E) if the release of such Lien is approved, authorized or ratified in writing approved by the Required Lenders or, if required by Section 11.1, each Lender, if applicable; provided that, upon the request of any Borrower, the Administrative Agent, in its sole discretion, may provide a non-disturbance and attornment agreement or (iv) if subordinate the property Administrative Agent’s Lien in Real Property subject to a Mortgage to easements, rights of way and similar restrictions where any Loan Party is permitted to create such Lien is owned by a Guarantoreasement, upon release right of such Guarantor from its obligations under its Guaranty way or similar restriction pursuant to Section 9.10(d)7.2.3(d) hereof;
(cii) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to another the holder of any Lien permitted by Section 7.2.3(b) or (i) permitted to exist on such property and (ii) expressly permitted to be senior to the Liens of the Secured Parties under this Agreementd); and
(diii) to release any Subsidiary Guarantor from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary as a result of a transaction or designation permitted hereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of any Credit Agreement Refinancing Indebtedness, any Junior Financing or any Indebtedness incurred under Section 7.03(v)the Loan Documents. If Upon request by the Administrative Agent requests at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.1010.11.
(b) The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the Administrative Agent will (and each Lender irrevocably authorizes existence, priority or perfection of the Administrative Agent to), at the BorrowerAgent’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such itemLien thereon, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The parties hereto acknowledge and agree that the Administrative Agent may rely conclusively as to any of the matters described in this Section 9.10 and Section 11.09 (including as to its authority hereunder and thereunder) on a certificate or similar instrument provided to it prepared by any Loan Party without further inquiry or investigationin connection therewith, which certificate nor shall be delivered to the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.
(c) The Administrative Agent may from time to time make disbursements and advances that, in its sole discretion, it deems necessary or desirable to preserve, protect, prepare for sale or lease or dispose of the Collateral, to enhance the likelihood or maximize the amount of the Obligations that are repaid by the Loan Parties upon reasonable requestor pay any other amount chargeable to any Loan Party hereunder. All such amounts disbursed or advanced by the Administrative Agent shall be Obligations that are secured by the Collateral and be repayable by the Borrower on demand.
Appears in 2 contracts
Samples: Amendment Agreement (CatchMark Timber Trust, Inc.), Credit Agreement (CatchMark Timber Trust, Inc.)
Collateral and Guaranty Matters. (a) Each Lender hereby agrees, (as a Lender and in its capacity as a potential Hedge Counterparty) and each holder other Secured Party (by their acceptance of the benefits of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Administrative Agent, Lien encumbering Collateral) acknowledges and agrees that the Collateral Agent has entered into the Security Documents on behalf of itself and the Secured Parties, and the Secured Parties hereby agree to be bound by the terms of such Security Documents, acknowledge receipt of copies of such Security Documents and consent to the rights, powers, remedies, indemnities and exculpations given to the Collateral Agent thereunder; provided, that with respect to any Security Document expressed to be governed by the laws of the Netherlands the Collateral Agent enters into such Security Document in its own name and on behalf of itself and not as agent, but for the benefit of the Secured Parties as further expressed therein. All rights, powers and remedies available to the Collateral Agent and the Secured Parties with respect to the Collateral, or Required Lenders in accordance with otherwise pursuant to the Security Documents, shall be subject to the provisions of such Security Documents. Without prejudice to the provisions of this Agreement or and the Collateral other Loan Documents, the parties hereto acknowledge and agree with the exercise creation of parallel debt obligations as will be described in any Security Document expressed to be governed by the Administrative Agentlaws of the Netherlands (the “Parallel Debt”), including that any payment irrevocably received by the Collateral Agent or Required Lenders in respect of the powers set forth herein or thereinParallel Debt will be deemed a satisfaction of a pro rata portion of the corresponding amounts of the Obligations, together with such other powers as are reasonably incidental thereto, and any payment to the Secured Parties in satisfaction of the Obligations shall be authorized and binding upon all deemed as satisfaction of the Lenders. Each corresponding amount of the Administrative Agent Parallel Debt.
(b) Each Lender (as a Lender and in its capacity as a potential Hedge Counterparty) and each other Secured Party (by their acceptance of the benefits of any Lien encumbering Collateral) hereby authorizes the Collateral Agent is hereby authorized on behalf of all of the LendersAgent, at its option and in its discretion, without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any Collateral or Collateral Documents which may be necessary to create, perfect and maintain perfected security interests in and liens upon the Collateral granted pursuant to the Collateral Documents. Each of the Lenders irrevocably authorizes each of the Administrative Agent and the Collateral Agent, at its option, and in its sole discretionSecured Parties:
(ai) to enter into and sign for and on behalf of the Lenders as Secured Parties the Collateral Documents for the benefit of the Lenders and the other Secured Parties;
(b) to automatically release any Lien on any property granted to or held by the Administrative Collateral Agent under any Loan Security Document (i) upon termination of the Aggregate Commitments and payment as provided in full of all Secured Obligations (other than Cash Management Obligations, Obligations not yet due and payable in respect of Secured Hedge Agreements, contingent obligations not yet due and Cash Collateralized Section 10.15 or backstopped Letters of Credit) and the expiration any Security Document or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized or as to which other arrangements reasonably satisfactory to the Administrative Agent and the applicable L/C Issuers shall have been made), (ii) at the time the property subject to such Lien is sold or transferred or to be sold or transferred as part of or in connection with any Disposition to a non-Loan Party permitted hereunder or under any other Loan Document, (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders or (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to Section 9.10(d)Majority Lenders;
(cii) to take any actions with respect to any Collateral or Security Documents which may be necessary to perfect and maintain Acceptable Security Interests in and Liens upon the Collateral granted pursuant to the Security Documents;
(iii) to take any action in exigent circumstances as may be reasonably necessary to preserve any rights or privileges of the Secured Parties under the Loan Documents or applicable Legal Requirements; and
(iv) to subordinate any Lien on any property granted to or held by the Administrative Collateral Agent under any Loan Document to another the holder of any Lien (i) permitted to exist on such property and that is permitted by Section 6.01(d) or 6.01(f).
(iic) expressly permitted to be senior to Upon the Liens request of the Secured Parties under this Agreement; and
(d) to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary as a result of a transaction or designation permitted hereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of any Credit Agreement Refinancing Indebtedness, any Junior Financing or any Indebtedness incurred under Section 7.03(v). If the Administrative Collateral Agent requests at any time, the Required Lenders Secured Parties will confirm in writing the Administrative Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty Collateral pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will 9.09.
(and each Lender irrevocably authorizes the Administrative Agent to), at the Borrower’s expense, execute and deliver to the applicable d) Each Loan Party such documents hereby irrevocably appoints the Collateral Agent as such Loan Party’s attorney-in-fact, with full authority to, after the occurrence and during the continuance of an Event of Default, act for such Loan Party and in the name of such Loan Party to, in the Collateral Agent’s discretion upon the occurrence and during the continuance of an Event of Default, (i) file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Collateral without the signature of such Loan Party where permitted by law, (ii) to receive, endorse, and collect any drafts or other instruments, documents, and chattel paper which are part of the Collateral, (iii) to ask, demand, collect, xxx for, recover, compromise, receive, and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral, (iv) to file any claims or take any action or institute any proceedings which the Collateral Agent may reasonably request to evidence deem necessary or desirable for the release collection of such item any of Collateral from the assignment and security interest granted under the Collateral Documents or otherwise to subordinate its interest in such item, or to evidence enforce the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms rights of the Loan Documents and this Section 9.10. The parties hereto acknowledge and agree that the Administrative Collateral Agent may rely conclusively as with respect to any of the matters described in this Section 9.10 Collateral and Section 11.09 (including as to its authority hereunder and thereunderv) on a certificate or similar instrument provided to it by if any Loan Party without further inquiry fails to perform any covenant contained in this Agreement or investigationthe other Security Documents relating to the Collateral after the expiration of any applicable grace periods, which certificate the Collateral Agent may itself perform, or cause performance of, such covenant, and such Loan Party shall pay for the expenses of the Collateral Agent incurred in connection therewith in accordance with Section 10.04. The power of attorney granted hereby is coupled with an interest and is irrevocable.
(e) The powers conferred on the Collateral Agent under this Agreement and the other Security Documents are solely to protect its interest in the Collateral and shall not impose any duty upon it to exercise any such powers. Beyond the safe custody thereof, the Collateral Agent and each Secured Party shall have no duty with respect to any Collateral in its possession or control (or in the possession or control of any agent or bailee) or with respect to any income thereon or the preservation of rights against prior parties or any other rights pertaining thereto. The Collateral Agent shall be delivered deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property. None of the Administrative Agent, the Collateral Agent, any Lender or any other Secured Party shall be liable or responsible for any loss or damage to any of the Collateral, or for any diminution in the value thereof, by reason of the act or omission of any warehouseman, carrier, forwarding agency, consignee, broker or other agent or bailee selected by Borrower or selected by the Administrative Agent by or the Loan Parties upon reasonable requestCollateral Agent in good faith.
Appears in 2 contracts
Samples: Credit Agreement (Willbros Group, Inc.\NEW\), Credit Agreement (Willbros Group, Inc.\NEW\)
Collateral and Guaranty Matters. Each Lender hereby agrees, The Lenders and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by L/C Issuers irrevocably authorize the Administrative Agent, the Collateral Agent or Required Lenders in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Administrative Agent, the Collateral 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 of the Lenders. Each of the Administrative Agent and the Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any Collateral or Collateral Documents which may be necessary to create, perfect and maintain perfected security interests in and liens upon the Collateral granted pursuant to the Collateral Documents. Each of the Lenders irrevocably authorizes each of the Administrative Agent and the Collateral Agent, at its option, and in its sole discretion:
(a) to enter into and sign for and on behalf of the Lenders as Secured Parties the Collateral Documents for the benefit of the Lenders and the other Secured Parties;
(b) to automatically release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all Secured Obligations (other than Cash Management Obligations, Obligations not yet due and payable in respect of Secured Hedge Agreements, contingent indemnification obligations not yet due and Cash Collateralized or backstopped Letters of Creditto the extent no claim giving rise thereto has been asserted) and the expiration or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized or as to which other arrangements reasonably satisfactory to the Administrative Agent and the applicable L/C Issuers shall have been made)Credit, (ii) at the time the property subject to such Lien that is sold or transferred or to be sold or transferred as part of or in connection with any Disposition to a non-Loan Party permitted hereunder Disposition, or under any other Loan Document, (iii) subject to as approved in accordance with Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders or (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to Section 9.10(d);
(c) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to another Lien (i) permitted to exist on such property and (ii) expressly permitted to be senior to the Liens of the Secured Parties under this Agreement; and
(db) to release any Guarantor Subsidiary from its obligations under the Guaranty if such Person (i) ceases to be a Restricted Subsidiary or is or becomes an Excluded Subsidiary or otherwise ceases to be required to provide, as expressly provided herein, the Guaranty, in each case, as a result of a transaction or designation permitted hereunder; provided that no such release shall occur if such Guarantor continues to be , or (ii) is not a borrower or guarantor of, or does not otherwise have a payment obligation in respect of, any Unsecured Debt (other than (x) under the Loan Documents and (y) any Unsecured Debt in respect of any Credit Agreement Refinancing Indebtedness, any Junior Financing which such Subsidiary Guarantor shall be released as a borrower or any Indebtedness incurred under Section 7.03(vguarantor or other obligor substantially concurrently with the release hereunder). If Upon the release of any Person pursuant to this Section 9.10, the Administrative Agent requests shall (to the extent applicable) deliver to the Credit Parties, upon the Credit Parties’ request and at the Credit Parties’ expense, such documentation as is reasonably necessary to evidence the release of such Person from its obligations under the Loan Documents. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty Guaranty, pursuant to this Section 9.10. In each Without limiting the foregoing, none of such Lenders shall have or be deemed to have a fiduciary relationship with any other Lender. The Lenders are not partners or co-venturers, and no Lender shall be liable for the acts or omissions of, or (except as otherwise set forth herein in case as specified in this Section 9.10, of the Administrative Agent will (and each Lender irrevocably authorizes the Agent) authorized to act for, any other Lender. The Administrative Agent to), at shall have the Borrower’s expense, execute exclusive right on behalf of the Lenders to enforce the payment of the principal of and deliver interest on any Loan after the date such principal or interest has become due and payable pursuant to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The parties hereto acknowledge and agree that the Administrative Agent may rely conclusively as to any of the matters described in this Section 9.10 and Section 11.09 (including as to its authority hereunder and thereunder) on a certificate or similar instrument provided to it by any Loan Party without further inquiry or investigation, which certificate shall be delivered to the Administrative Agent by the Loan Parties upon reasonable requestAgreement.
Appears in 2 contracts
Samples: Credit Agreement (Sabra Health Care REIT, Inc.), Credit Agreement (Sabra Health Care REIT, Inc.)
Collateral and Guaranty Matters. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Administrative Agent, the Collateral Agent or Required Lenders in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Administrative Agent, the Collateral 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 of the Lenders. Each of the The Administrative Agent and the Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to the occurrence and continuance of an Event of Default, to take any action with respect to any Collateral or Collateral Documents which may be necessary to create, perfect and maintain perfected security interests in and liens upon the Collateral granted pursuant to the Collateral Documents. Each of the Lenders irrevocably authorizes each of the Administrative Agent and the Collateral Agent, at its option, and in its sole discretion:
(a) to enter into and sign for and on behalf of the Lenders as Secured Parties the Collateral Documents for the benefit of the Lenders and the other Secured Parties;
(b) to automatically release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all Secured Obligations (other than Cash Management Obligations, Obligations not yet due and payable in respect of Secured Hedge Agreements, contingent obligations not yet due for which no claim has been made and Letters of Credit which have been Cash Collateralized or backstopped Letters of Creditotherwise backstopped) and the expiration or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized or as to which other arrangements reasonably satisfactory to the Administrative Agent and the applicable L/C Issuers Issuer shall have been made), (ii) at the time the property subject to such Lien is sold or transferred Disposed or to be sold or transferred Disposed as part of or in connection with any Disposition to a non-Loan Party permitted hereunder or under any other Loan Document, (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders or (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to Section 9.10(d);
(c) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to another the holder of any Lien (i) permitted to exist on such property and (ii) expressly that is permitted to be senior to the Liens of securing the Secured Parties under this AgreementObligations pursuant to Sections 7.01(b), (u), (w) (with respect to assumed Indebtedness), (aa) (with respect to Section 7.01(b) and (u)) and (bb); and
(d) to release any Subsidiary Guarantor from its obligations under the its Guaranty if such Person ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary as a result of a transaction or designation permitted hereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of any Credit Agreement Refinancing Indebtedness, any Junior Financing or any Indebtedness incurred under Section 7.03(v). If Upon request by the Administrative Agent requests at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will (and each Lender irrevocably authorizes the Administrative Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The parties hereto acknowledge and agree that Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by the Borrower or any of its Restricted Subsidiaries in connection therewith, nor shall the Administrative Agent may rely conclusively as be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the matters described in this Section 9.10 and Section 11.09 (including as to its authority hereunder and thereunder) on a certificate or similar instrument provided to it by any Loan Party without further inquiry or investigation, which certificate shall be delivered to the Administrative Agent by the Loan Parties upon reasonable requestCollateral.
Appears in 2 contracts
Samples: Omnibus Incremental Term Loan and Seventh Amendment to Credit Agreement (Global Eagle Entertainment Inc.), Credit Agreement (Global Eagle Entertainment Inc.)
Collateral and Guaranty Matters. Each of the Lenders (including in its capacity as a Lender hereby agrees, Counterparty) and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by L/C Issuer irrevocably authorize the Administrative Agent, the Collateral Agent or Required Lenders in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Administrative Agent, the Collateral 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 of the Lenders. Each of the Administrative Agent and the Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any Collateral or Collateral Documents which may be necessary to create, perfect and maintain perfected security interests in and liens upon the Collateral granted pursuant to the Collateral Documents. Each of the Lenders irrevocably authorizes each of the Administrative Agent and the Collateral Agent, at its option, option and in its sole discretion:,
(a) to enter into and sign for and on behalf of the Lenders as Secured Parties the Collateral Documents as Administrative Agent for the benefit of the Lenders and the other Secured Parties;
(b) to automatically release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all Secured Obligations (other than (A) contingent indemnification obligations and (B) obligations and liabilities under Secured Cash Management Obligations, Obligations not yet due Agreements and payable in respect of Secured Hedge Agreements, contingent obligations not yet due and Cash Collateralized or backstopped Letters of CreditAgreements as to which arrangements satisfactory to the applicable Lender Counterparty shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized or as to which other arrangements reasonably satisfactory to the Administrative Agent and the applicable L/C Issuers Issuer shall have been made), (ii) at the time the which property subject to such Lien is sold or transferred otherwise disposed of or to be sold or transferred otherwise disposed of as part of or in connection with any Disposition to a non-Loan Party sale or other disposition permitted hereunder or under any other Loan DocumentDocument to a Person that is not a Loan Party, (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders in accordance with Section 10.01 or (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to Section 9.10(d)clause (c) below;
(c) to release any Guarantor from its obligations under a Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder; and
(d) to release or subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to another the holder of any Lien (i) permitted to exist on such property and (ii) expressly that is permitted to be senior to the Liens of the Secured Parties under this Agreement; and
(d) to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary as a result of a transaction or designation permitted hereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of any Credit Agreement Refinancing Indebtedness, any Junior Financing or any Indebtedness incurred under Section 7.03(vby Sections 7.01(q). If Upon request by the Administrative Agent requests at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the Administrative Agent will (and each Lender irrevocably authorizes existence, priority or perfection of the Administrative Agent to), at the BorrowerAgent’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such itemLien thereon, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The parties hereto acknowledge and agree that the Administrative Agent may rely conclusively as to any of the matters described in this Section 9.10 and Section 11.09 (including as to its authority hereunder and thereunder) on a certificate or similar instrument provided to it prepared by any Loan Party without further inquiry or investigationin connection therewith, which certificate nor shall be delivered to the Administrative Agent by be responsible or liable to the Loan Parties upon reasonable requestLenders for any failure to monitor or maintain any portion of the Collateral.
Appears in 2 contracts
Samples: Credit Agreement (Construction Partners, Inc.), Credit Agreement (Construction Partners, Inc.)
Collateral and Guaranty Matters. Each (a) The Lender Group and, by acceptance of the Security Interests granted pursuant to the Security Agreement, the Bank Product Providers hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Administrative irrevocably authorize Agent, at its option and in its sole discretion, to release any Lien on any Collateral (i) upon the Collateral termination of the Commitments and payment and satisfaction in full by Borrower of all Obligations, (ii) constituting property being sold or disposed of if a release is required or desirable in connection therewith and if Borrower certifies to Agent that the sale or Required Lenders in accordance with the provisions disposition is permitted under Section 6.4 or Section 4.13 of this Agreement or the other Loan Documents (and Agent may rely conclusively on any such certificate, without further inquiry), (iii) constituting property in which Borrower or its Restricted Subsidiaries owned no interest at the time the Agent’s Lien was granted nor at any time thereafter, or (iv) constituting property leased to Borrower or its Restricted Subsidiaries under a lease that has expired or is terminated in a transaction permitted under this Agreement. Except as provided above, Agent will not execute and deliver a release of any Lien on any Collateral Documents, and without the exercise by prior written authorization of (y) if the Administrative Agent, the Collateral Agent release is of all 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 substantially all of the Lenders. Each of the Administrative Agent and the Collateral Agent is hereby authorized on behalf of Collateral, all of the Lenders, without or (z) otherwise, the necessity Required Lenders. Upon request by Agent or Borrower at any time, the Lender Group and, by acceptance of any notice to or further consent from any Lender, from time to time to take any action with respect to any Collateral or Collateral Documents which may be necessary to create, perfect and maintain perfected security interests in and liens upon the Collateral Security Interests granted pursuant to the Security Agreement, the Bank Product Providers will confirm in writing Agent’s authority to release any such Liens on particular types or items of Collateral Documents. Each pursuant to this Section 15.11; provided, however, that (1) Agent shall not be required to execute any document necessary to evidence such release on terms that, in Agent’s reasonable opinion, would expose Agent to liability or create any obligation or entail any consequence other than the release of such Lien without recourse, representation, or warranty, and (2) such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of Borrower in respect of) all interests retained by Borrower, including, the proceeds of any sale, all of which shall continue to constitute part of the Collateral.
(b) Agent shall have no obligation whatsoever to any of the Lenders irrevocably authorizes each to assure that the Collateral exists or is owned by Borrower or its Restricted Subsidiaries or is cared for, protected, or insured or has been encumbered, or that the Agent’s Liens 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, or to continue exercising, any of the Administrative rights, authorities and powers granted or available to Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, subject to the terms and conditions contained herein, Agent may act in any manner it may deem appropriate, in its sole discretion given Agent’s own interest in the Collateral in its capacity as one of the Lenders and that Agent shall have no other duty or liability whatsoever to any Lender as to any of the foregoing, except as otherwise provided herein.
(c) The Lender Group and, by acceptance of the Security Interests granted pursuant to the Security Agreement, the Bank Product Providers hereby irrevocably authorize Agent, at its option, option and in its sole discretion:
(a) to enter into and sign for and on behalf of the Lenders as Secured Parties the Collateral Documents for the benefit of the Lenders and the other Secured Parties;
(b) to automatically release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all Secured Obligations (other than Cash Management Obligations, Obligations not yet due and payable in respect of Secured Hedge Agreements, contingent obligations not yet due and Cash Collateralized or backstopped Letters of Credit) and the expiration or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized or as to which other arrangements reasonably satisfactory to the Administrative Agent and the applicable L/C Issuers shall have been made), (ii) at the time the property subject to such Lien is sold or transferred or to be sold or transferred as part of or in connection with any Disposition to a non-Loan Party permitted hereunder or under any other Loan Document, (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders or (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to Section 9.10(d);
(c) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to another Lien (i) permitted to exist on such property and (ii) expressly permitted to be senior to the Liens of the Secured Parties under this Agreement; and
(d) to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary as a result of a transaction or designation permitted hereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of any Credit Agreement Refinancing Indebtedness, any Junior Financing . Upon request by Agent or any Indebtedness incurred under Section 7.03(v). If the Administrative Agent requests at any timeBorrower, the Required Lenders Lender Group and, by acceptance of the Security Interests granted pursuant to the Security Agreement, the Bank Product Providers will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any such Guarantor from its obligations under the Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.1015.11; provided, the Administrative however, that (1) Agent will (and each Lender irrevocably authorizes the Administrative Agent to), at the Borrower’s expense, shall not be required to execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request any document necessary to evidence the such release of such item of Collateral from the assignment and security interest granted under the Collateral Documents on terms that, in Agent’s reasonable opinion, would expose Agent to liability or to subordinate its interest in such item, create any obligation or to evidence entail any consequence other than the release of such Guarantor from its obligations under without recourse, representation, or warranty, and (2) such release shall not in any manner discharge, affect, or impair the Guaranty, in each case in accordance with Obligations or any Liens (other than those expressly so released) and the terms of the Loan Documents and this Section 9.10. The parties hereto acknowledge and agree that the Administrative Agent may rely conclusively as to any of the matters described in this Section 9.10 and Section 11.09 (including as to its authority hereunder and thereunder) on a certificate or similar instrument provided to it by any Loan Party without further inquiry or investigation, which certificate Agent’s Liens shall be delivered automatically attach to the Administrative Agent by the Loan Parties upon reasonable requestproceeds from any such sale, license, lease, or other dispositions of any such Collateral.
Appears in 1 contract
Collateral and Guaranty Matters. Each Lender hereby agrees, and each holder of any Note by the its acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Administrative Agent, the Collateral Agent or Required Lenders in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Administrative Agent, the Collateral 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 of the Lenders. Each of the The Administrative Agent and the Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to the occurrence and continuance of an Event of Default, to take any action with respect to any Collateral or Collateral Documents which may be necessary to create, perfect and maintain perfected security interests in and liens upon the Collateral granted pursuant to the Collateral Documents. Each Without limiting the provisions of Section 9.09, each of the Lenders (including in its capacities as a potential Qualified Counterparty) and each Issuing Bank irrevocably authorizes each of authorize the Administrative Agent and the Collateral Agent, at its option, and in its sole discretion:
discretion (other than releases described in clauses (b) and (d) below which shall not be optional or discretionary): (a) to enter into and sign for and on behalf of the Lenders Lenders, as Secured Parties Parties, the Collateral Documents (including any subordination or intercreditor agreements with respect to Indebtedness and Liens permitted under this Agreement to the extent the Administrative Agent is otherwise contemplated herein as being a party to such intercreditor or subordination agreement) for the benefit of the Lenders and the other Secured Parties;
; (b) to automatically release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) upon termination of the Aggregate Total Revolving Credit Commitments and payment in full of all Secured Obligations (other than Cash Management Obligations, Obligations not yet due and payable in respect of Secured Hedge Agreements, contingent obligations not yet due and Cash Collateralized or backstopped Letters of Creditindemnification obligations) and the expiration or termination of all Letters of Credit (other than Letters of Credit which have been that are Cash Collateralized or as to which other arrangements back-stopped by a letter of credit in form and substance reasonably satisfactory to the Administrative Agent and the applicable L/C Issuers Issuing Bank or a deemed reissuance under another facility as to which other arrangements satisfactory to the Administrative Agent and the applicable Issuing Bank shall have been made), (ii) at the time the property subject to such Lien is sold or transferred Disposed or to be sold or transferred Disposed (to a Person that is not a Loan Party) as part of or in connection with any Disposition to a non-Loan Party permitted hereunder or under any other Loan Document, (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders or Lenders, (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (d) below or Section 9.10(d);
11.09 or (v) if the property subject to such Lien constitutes Excluded Assets; (c) to release or subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to another the holder of any Lien (i) permitted to exist on such property and (iithat is permitted by Section 7.01(u) expressly permitted to be senior to the Liens extent required by the holder of, or pursuant to the terms of any agreement governing, the Secured Parties under this Agreementobligations secured by such Liens; and
and (d) to release any Guarantor from its obligations under this Agreement (including the Guaranty if such Person ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary as a result of a transaction or designation permitted hereunder; provided that no such release shall occur Guaranty) if such Guarantor continues to be becomes a guarantor in respect of any Credit Agreement Refinancing Indebtedness, any Junior Financing or any Indebtedness incurred under Section 7.03(v). If the Administrative Agent requests at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Released Guarantor from its obligations under the Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will (and each Lender irrevocably authorizes the Administrative Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The parties hereto acknowledge and agree that the Administrative Agent may rely conclusively as to any of the matters described in this Section 9.10 and Section 11.09 (including as to its authority hereunder and thereunder) on a certificate or similar instrument provided to it by any Loan Party without further inquiry or investigation, which certificate shall be delivered to the Administrative Agent by the Loan Parties upon reasonable request11.
Appears in 1 contract
Collateral and Guaranty Matters. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Administrative Agent, the Collateral Agent or Required Lenders in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Administrative Agent, the Collateral 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 of the Lenders. Each of the Administrative Agent and the Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any Collateral or Collateral Documents which may be necessary to create, perfect and maintain perfected security interests in and liens upon the Collateral granted pursuant to the Collateral Documents. Each of the The Lenders irrevocably authorizes authorize each of the Administrative Agent and the Collateral Agent, at its option, option and in its sole discretion:,
(a) to enter into and sign for and on behalf of the Lenders as Secured Parties the Collateral Documents for the benefit of the Lenders and the other Secured Parties;
(b) to automatically release any Lien on any property granted to or held by the Administrative Collateral Agent under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all Secured Obligations (other than Cash Management Obligations, Obligations not yet due and payable in respect of Secured Hedge Agreements, contingent obligations not yet due and Cash Collateralized or backstopped Letters of Credit) and the expiration or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized or as to which other arrangements reasonably satisfactory to the Administrative Agent and the applicable L/C Issuers shall have been madeindemnification obligations), (ii) at the time the property subject to such Lien that is sold or transferred or to be sold or transferred otherwise disposed of as part of or in connection with any Disposition to a non-Loan Party sale or disposition permitted hereunder or under any other Loan Document, (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders Lenders, or (iv) if the property subject to such Lien is owned by a Guarantor, Guarantor upon release of such Guarantor from its obligations under its Guaranty pursuant to Section 9.10(d)clause (c) below;
(cb) to subordinate any Lien on any property granted to or held by the Administrative Collateral Agent under any Loan Document to another the holder of any Lien (i) permitted to exist on such property and (ii) expressly that is permitted to be senior to the Liens of the Secured Parties under this Agreementby Section 7.01(j); and
(dc) to release any Subsidiary Guarantor from its obligations under the Guaranty any Loan Document to which it is a party if such Person ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary as a result of a transaction or designation permitted hereunder; provided that no such release shall occur if such Subsidiary Guarantor continues to be a guarantor in respect of any Credit Agreement Refinancing other Indebtedness of Borrower unless and until such Subsidiary Guarantor is (or is being simultaneously) released from its guaranty with respect to such other Indebtedness, any Junior Financing or any Indebtedness incurred under Section 7.03(v). If Upon request by the Administrative Agent requests or Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s or Collateral Agent’s, as the case may be, authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty any Loan Document to which it is a party pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will (and each Lender irrevocably authorizes the Administrative Agent to)will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such itemDocuments, or to evidence the release of such Guarantor from its obligations under the GuarantyLoan Documents, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The parties hereto acknowledge and agree that the Administrative Agent may rely conclusively as to any of the matters described in this Section 9.10 and Section 11.09 (including as to its authority hereunder and thereunder) on a certificate or similar instrument provided to it by any Loan Party without further inquiry or investigation, which certificate shall be delivered to the Administrative Agent by the Loan Parties upon reasonable request.
Appears in 1 contract
Collateral and Guaranty Matters. Each Lender hereby agrees, of the Lenders (including in its capacities as a potential Hedge Bank or Cash Management Bank) and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by L/C Issuer irrevocably authorize the Administrative Agent, the Collateral Agent or Required Lenders in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Administrative Agent, the Collateral 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 of the Lenders. Each of the Administrative Agent and the Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any Collateral or Collateral Documents which may be necessary to create, perfect and maintain perfected security interests in and liens upon the Collateral granted pursuant to the Collateral Documents. Each of the Lenders irrevocably authorizes each of the Administrative Agent and the Collateral Agent, at its option, and in its sole discretion:
(a) to enter into and sign for and on behalf of the Lenders as Secured Parties the Collateral Documents for the benefit of the Lenders and the other Secured Parties;
(b) to automatically release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all Secured Obligations (other than (A) contingent indemnification obligations and (B) obligations and liabilities under ABL Secured Treasury Services Agreements and ABL Secured Hedge Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management ObligationsBank, Obligations not yet due and payable in respect of Secured Hedge Agreementsas applicable, contingent obligations not yet due and Cash Collateralized or backstopped Letters of Creditshall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized or as to which other arrangements reasonably satisfactory to the Administrative Agent and the applicable L/C Issuers Issuer shall have been made), (ii) at the time the property subject to such Lien is sold or transferred Disposed or to be sold or transferred Disposed to any Person other than a Loan Party as part of or in connection with any Disposition to a non-Loan Party permitted hereunder or under any other Loan Document, (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders or Lenders, (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to Section 9.10(d);
clause (c) below or (v) that constitutes Excluded Assets; to release or subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to another the holder of any Lien (i) permitted to exist on such property and (iithat is permitted by Section 7.01(u) expressly permitted to be senior to the Liens extent required by the holder of, or pursuant to the terms of any agreement governing, the Secured Parties under this Agreementobligations secured by such Lxxxx; and
(d) and to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary as a result of a transaction or designation permitted hereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of any Credit Agreement Refinancing Indebtednessthe 20212028 Notes, the 20242031 Notes, any Junior Financing or any Indebtedness incurred under pursuant to Section 7.03(v7.03(s) or (x). If Upon request by the Administrative Agent requests at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will (and each Lender irrevocably authorizes the Administrative Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The parties hereto acknowledge and agree that the Administrative Agent may rely conclusively as to any of the matters described in this Section 9.10 and Section 11.09 (including as to its authority hereunder and thereunder) on a certificate or similar instrument provided to it by any Loan Party without further inquiry or investigation, which certificate shall be delivered to the Administrative Agent by the Loan Parties upon reasonable request.
Appears in 1 contract
Samples: Abl Credit Agreement (Prestige Consumer Healthcare Inc.)
Collateral and Guaranty Matters. (a) Each Lender hereby agreesof the Lenders (including in its or any of its Affiliate’s capacities as a potential Swap Bank, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by Banking Services Provider or Bilateral L/C Issuer) irrevocably authorize the Administrative Agent, the Collateral Agent or Required Lenders in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Administrative Agent, the Collateral 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 of the Lenders. Each of the Administrative Agent and the Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any Collateral or Collateral Documents which may be necessary to create, perfect and maintain perfected security interests in and liens upon the Collateral granted pursuant to the Collateral Documents. Each of the Lenders irrevocably authorizes each of the Administrative Agent and the Collateral Agent, at its option, option and in its sole discretion:
(ai) to enter into and sign for and on behalf of the Lenders as Secured Parties the Collateral Documents for the benefit of the Lenders and the other Secured Parties;
(b) to automatically release any Lien on any property Collateral granted to or held by the Administrative Agent Agent, for the ratable benefit of the Secured Parties, under any Loan Document (iA) upon the termination of the Aggregate Commitments Commitment and payment in full of all Secured Obligations (other than Cash Management Obligations, Obligations not yet due (1) contingent indemnification obligations and payable in respect of (2) obligations and liabilities under Secured Hedge Banking Services Agreements, contingent obligations not yet due and Cash Collateralized Secured Swap Agreements or backstopped Letters Secured Bilateral Letter of CreditCredit Facilities as to which arrangements satisfactory to the applicable Banking Services Provider, Swap Bank or Bilateral L/C Issuer shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized cash collateralized or as to which other arrangements reasonably satisfactory to the Administrative Agent and the applicable L/C Issuers Issuing Bank shall have been made), (iiB) at the time the property subject to such Lien that is sold or transferred otherwise disposed of or to be sold or transferred otherwise disposed of as part of or in connection with any Disposition sale or other disposition to a non-Person other than a Loan Party permitted hereunder or under any other the Loan DocumentDocuments, (iiiC) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders in accordance with Section 9.02, or (ivD) if the property Collateral subject to such any Lien is owned by a Subsidiary Guarantor, the lien may be released upon release of such Subsidiary Guarantor from its obligations under its Guaranty guaranty pursuant to Section 9.10(d)clause (iii) below;
(cii) to subordinate any Lien on any property Collateral granted to or held by the Administrative Agent under any Loan Document to another Lien (i) permitted to exist on such property and (ii) expressly permitted to be senior to the Liens holder of the Secured Parties under this Agreementany Permitted Lien; and
(diii) to release any Subsidiary Guarantor from its obligations under the Guaranty any Loan Documents if (x) such Person ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted under the Loan Documents or designation permitted hereunder; provided that no otherwise as set forth in Section 9.14 or (y) such release shall occur if such Guarantor continues to be a guarantor in respect of any Credit Agreement Refinancing Indebtedness, any Junior Financing or any Indebtedness incurred under Section 7.03(v)Person becomes an Excluded Subsidiary. If Upon request by the Administrative Agent requests at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the applicable Subsidiary Guaranty Agreement pursuant to this Section 9.108.09. In each case as specified in this Section 9.108.09, the Administrative Agent will (and each Lender irrevocably authorizes the Administrative Agent to)will, at the Borrower’s Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to evidence the release of such Subsidiary Guarantor from its obligations under the applicable Subsidiary Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.108.09. The parties hereto acknowledge and agree that In the Administrative Agent may rely conclusively as case of any such sale, transfer or disposal of any property constituting Collateral in a transaction constituting an asset disposition permitted pursuant to Section 6.03 to a Person other than a Loan Party, the Liens created by any of the matters described in this Section 9.10 and Section 11.09 Collateral Documents on such property shall be automatically released without need for further action by any person.
(including as b) The Administrative Agent shall not be responsible for or have a duty to its authority hereunder and thereunder) on a ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate or similar instrument provided to it prepared by any Loan Party without further inquiry or investigationin connection therewith, which certificate nor shall be delivered to the Administrative Agent by be responsible or liable to the Loan Parties upon reasonable requestLenders for any failure to monitor or maintain any portion of the Collateral.
Appears in 1 contract
Collateral and Guaranty Matters. (a) Each Lender hereby agrees, and each of the Lenders (including in its or any of its Affiliate’s capacities as a holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by Obligations) irrevocably authorize the Administrative Agent, the Collateral Agent or Required Lenders in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Administrative Agent, the Collateral 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 of the Lenders. Each of the Administrative Agent and the Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any Collateral or Collateral Documents which may be necessary to create, perfect and maintain perfected security interests in and liens upon the Collateral granted pursuant to the Collateral Documents. Each of the Lenders irrevocably authorizes each of the Administrative Agent and the Collateral Agent, at its option, option and in its sole discretion:
(ai) to enter into and sign for and on behalf of the Lenders as Secured Parties the Collateral Documents for the benefit of the Lenders and the other Secured Parties;
(b) to automatically release any Lien on any property Collateral granted to or held by the Administrative Agent Agent, for the ratable benefit of the Secured Parties, under any Loan Document (iA) upon the termination of the Aggregate Revolving Commitments and payment in full of all Secured Obligations (other than Cash Management Obligations, (1) contingent indemnification obligations and (2) Swap and Banking Services Obligations not yet due and payable in respect of Secured Hedge Agreements, contingent obligations not yet due and Cash Collateralized or backstopped Letters of Creditas to which arrangements satisfactory to the applicable holders thereof shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized cash collateralized or as to which other arrangements reasonably satisfactory to the Administrative Agent and the applicable L/C Issuers Issuing Bank shall have been made), (iiB) at the time the property subject to such Lien that is sold or transferred otherwise disposed of or to be sold or transferred otherwise disposed of as part of or in connection with any Disposition sale or other disposition to a non-Person other than a Loan Party permitted hereunder under the Loan Documents, as certified by the Borrower, or under any other Loan Document, (iiiC) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required requisite Lenders or (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to in accordance with Section 9.10(d);9.02;
(cii) to subordinate any Lien on any property Collateral granted to or held by the Administrative Agent under any Loan Document to another Lien (i) permitted to exist on such property and (ii) expressly permitted to be senior to the Liens holder of any Permitted Encumbrance; provided that the subordination of all or substantially all of the Secured Parties under this Agreement; Collateral shall be subject to Section 9.02 and
(diii) to release any Subsidiary Guarantor from its obligations under the Guaranty any Loan Documents if such Person ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary as a result of a transaction or designation permitted hereunderunder the Loan Documents, as certified by the Borrower; provided that no such the release of Subsidiary Guarantors comprising substantially all of the credit support for the Obligations shall occur if such Guarantor continues be subject to be a guarantor in respect of any Credit Agreement Refinancing Indebtedness, any Junior Financing or any Indebtedness incurred under Section 7.03(v)9.02. If Upon request by the Administrative Agent requests at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.108.09. In each case as specified in this Section 9.108.09, the Administrative Agent will (and each Lender irrevocably authorizes the Administrative Agent to)will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Security Documents or to subordinate its interest in such item, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.108.09 as certified by the Borrower. The parties hereto acknowledge and agree that In the Administrative Agent may rely conclusively as case of any such sale, transfer or disposal of any property constituting Collateral in a transaction constituting a sale, transfer, lease or disposition permitted pursuant to Section 6.05 to a Person other than a Loan Party, the Liens created by any of the matters described in this Section 9.10 and Section 11.09 Security Documents on such property shall be automatically released without need for further action by any person.
(including as b) The Administrative Agent shall not be responsible for or have a duty to its authority hereunder and thereunder) on a ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate or similar instrument provided to it prepared by any Loan Party without further inquiry or investigationin connection therewith, which certificate nor shall be delivered to the Administrative Agent by be responsible or liable to the Loan Parties upon reasonable requestLenders for any failure to monitor or maintain any portion of the Collateral.
Appears in 1 contract
Collateral and Guaranty Matters. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Administrative Agent, the Collateral Agent or Required The Lenders in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Administrative Agent, the Collateral 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 of the Lenders. Each of the Administrative Agent and the Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any Collateral or Collateral Documents which may be necessary to create, perfect and maintain perfected security interests in and liens upon the Collateral granted pursuant to the Collateral Documents. Each of the Lenders Issuing Banks irrevocably authorizes each of authorize the Administrative Agent and the Collateral Agent, at its option, and in its sole discretionas applicable:
(ai) to enter into and sign for and on behalf of the Lenders as Secured Parties the Collateral Documents for the benefit of the Lenders and the other Secured Parties;
(b) to automatically release any Lien on any property granted to or held by the Administrative Collateral Agent under any Loan Credit Document (iA) upon termination of the Aggregate Revolving Commitments and payment in full of all Secured Obligations (other than Cash Management Obligations, Obligations (x) contingent indemnification obligations and expense reimbursement obligations not yet due and payable in respect of and (y) Secured Hedge Agreements, contingent obligations Bank Product Obligations not yet due and Cash Collateralized or backstopped Letters of Creditpayable) and the expiration or termination of all Letters of Credit (other than Letters of Credit which have been unless Cash Collateralized or as to which other arrangements backstopped on terms reasonably satisfactory to the Administrative Agent and the applicable L/C Issuers shall have been madeAgent), (iiB) at the time the property subject to such Lien that is sold or transferred or to be sold or transferred to a Person that is not a Credit Party as part of or in connection with any Disposition to a non-Loan Party sale permitted hereunder or under any other Loan Documenthereunder, (iiiC) subject to Section 10.0113.12, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders or (ivD) if the property subject to such Lien is owned by a Subsidiary Guarantor, subject to Section 13.12, upon release of such Subsidiary Guarantor from its obligations under its the Credit Party Guaranty pursuant to Section 9.10(d)clause (iii) below;
(cii) at the request of the Company, to subordinate any Lien on any property granted to or held by the Collateral Agent or Administrative Agent under any Loan Credit Document to another the holder of any Lien (i) permitted to exist on such property that is permitted by Section 10.01(vii) and (iixiv) expressly permitted but only to the extent such Sections permit such Lien to be senior prior to the Liens of held by the Secured Parties Collateral Agent and the Administrative Agent under this Agreementthe Credit Documents and such Collateral is not included in the Borrowing Base at such time; and
(diii) to release any Guarantor Credit Party from its obligations under this Agreement and the Guaranty other Credit Documents to which it is a party, and to release all liens and security interests granted by such Guarantor, if (x)(A) such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunder, (B) such Person ceases to be a Restricted Subsidiary or becomes (C) such Person is an Excluded Immaterial Subsidiary as a result of a transaction or designation permitted hereunder; provided that no such release shall occur and (y), if such Guarantor continues Credit Party is a Borrower, all Loans and other Obligations of such Borrower have been paid in full and all Letters of Credit issued for the account of such Borrower have been terminated (except to be a guarantor in respect the extent any such Letters of any Credit Agreement Refinancing Indebtedness, any Junior Financing is Cash Collateralized or any Indebtedness incurred under Section 7.03(vbackstopped on terms reasonably satisfactory to the issuer of such Letter of Credit). If Upon request by the Administrative Agent requests or the Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s or the Collateral Agent’s, as applicable, authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Credit Party Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will (and each Lender irrevocably authorizes the Administrative Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The parties hereto acknowledge and agree that the Administrative Agent may rely conclusively as to any of the matters described in this Section 9.10 and Section 11.09 (including as to its authority hereunder and thereunder) on a certificate or similar instrument provided to it by any Loan Party without further inquiry or investigation, which certificate shall be delivered to the Administrative Agent by the Loan Parties upon reasonable request12.11.
Appears in 1 contract
Collateral and Guaranty Matters. (a) Each Lender hereby agreesirrevocably (subject to Section 10.06) appoints, designates and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Administrative Agent, authorizes the Collateral Agent or Required Lenders in accordance with to take such action on its behalf under the provisions of this Agreement or the Collateral Documents, and the each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the Administrative Agent, the Collateral Agent terms of this Agreement or Required Lenders of the powers set forth herein or thereinany other Loan Document, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein and in the Pledge Agreement, nor shall the Collateral Agent have or be deemed to have any fiduciary relationship with any Lender or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be authorized read into this Agreement or any other Loan Document or otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Agreement with reference to the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and binding upon is intended to create or reflect only an administrative relationship between independent contracting parties. Without limiting the generality of Section 10.02, each Lender hereby acknowledges and agrees that the Collateral Agent is acting as a collateral agent for the Collateral Agent, the Administrative Agent, the Lenders, the agent and all financing parties under the Real Estate Financing Facilities and that have entered into the Intercreditor Agreement and Senior Parity Debt Holders as provided in the Pledge Agreement and authorizes the Collateral Agent to carry out all those obligations and shall be entitled to all the rights and benefits of the collateral agent described in the Pledge Agreement. The Collateral Agent shall have all of the Lenders. benefits and immunities (i) provided to Administrative Agent in this Article X with respect to the Loan Documents and the transactions contemplated therein, including without limitation any acts taken or omissions suffered by the Collateral Agent in connection with or contemplated by such documents or transactions as fully as if the term “Administrative Agent” as used in this Article X included the Collateral Agent with respect to such documents, transactions, acts or omissions, and (ii) as additionally provided in this Agreement, and specifically Article XI hereof, and the other Loan Documents with respect to the Collateral Agent.
(b) Each of the Administrative Agent and the Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lenderthe Lenders, from time to time to (i) take any action with respect to any Collateral or Collateral Documents the Pledge Agreement which may be necessary to create, perfect and maintain perfected the security interests interest in and liens Liens upon the Collateral granted pursuant to the Collateral Documents. Each Pledge Agreement, and (ii) without limiting the generality of the foregoing, to enter into agreements whereby the Pledge Agreement, the Facility Guaranty or the Intercreditor Agreement are amended to better conform the terms thereof to any form attached to this Agreement or to make administrative or housekeeping corrections to any such agreement.
(c) The Lenders irrevocably authorizes authorize each of the Administrative Agent and the Collateral Agent, at its option, option and in its sole discretion:,
(ai) to enter into and sign for and on behalf of the Lenders as Secured Parties the Collateral Documents for the benefit of the Lenders and the other Secured Parties;
(b) to automatically release any Lien on any property granted to or held by the Collateral Agent or the Administrative Agent under any Loan Document (iA) upon termination of the Aggregate Commitments and payment in full of all Secured Obligations (other than Cash Management Obligations, Obligations not yet due and payable in respect of Secured Hedge Agreements, contingent obligations not yet due and Cash Collateralized or backstopped Letters of Creditindemnification obligations) and the expiration or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized or as to which other arrangements reasonably satisfactory to the Administrative Agent and the applicable L/C Issuers shall have been made)Credit, (iiB) at the time the property subject to such Lien that is sold or transferred or to be sold or transferred as part of or in connection with any Disposition to a non-Loan Party sale permitted hereunder or under any other Loan Document, or (iiiC) subject to Section 10.0111.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders or (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to Section 9.10(d)Lenders;
(cii) to subordinate any Lien on any property granted to or held by the Collateral Agent or the Administrative Agent under any Loan Document to another the holder of any Lien (i) permitted to exist on such property and that is permitted by Section 8.01(i);
(iiiii) expressly permitted upon receipt by the Collateral Agent of information satisfactory to the Collateral Agent that any Direct Foreign Subsidiary has ceased to be senior a Significant Subsidiary as a result of a transaction or decline in business permitted hereunder and no Default is then existing, to release the Lien of the Pledge Agreement with respect to the Liens Pledged Interests of the Secured Parties under this Agreement; andsuch Subsidiary;
(div) to release any Guarantor from its obligations under the Facility Guaranty if such Person ceases to be a Restricted Subsidiary or becomes an Excluded as a result of a transaction permitted hereunder and no Default is then existing; and
(v) upon receipt by the Administrative Agent of information satisfactory to the Administrative Agent that any Domestic Subsidiary has ceased to be a Significant Subsidiary as a result of a transaction or designation decline in business permitted hereunderhereunder and no Default is then existing, to release such Subsidiary from its obligations under the Facility Guaranty; provided that no unless after giving effect to such release shall occur if such Guarantor continues to be release, the sum of the total assets (on a guarantor in respect consolidated basis with their respective Subsidiaries) of any Credit Agreement Refinancing Indebtedness, any Junior Financing those Domestic Subsidiaries (other than Tech Data Finance SPV or any Indebtedness incurred under Section 7.03(v). If Special Purpose Finance Subsidiary) that have not executed and delivered to the Administrative Agent requests a Facility Guaranty (or whose Facility Guaranty has been released) would exceed in the aggregate 10% of the total assets of the Borrower (on a consolidated basis with its Subsidiaries). Upon request by the Collateral Agent or the Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s or Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Facility Guaranty pursuant to this Section 9.1010.10. In each case as specified in this Section 9.10, the Administrative Agent will (and each Lender irrevocably authorizes the Administrative Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence Notwithstanding the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to evidence the release of such Guarantor any Subsidiary from its obligations under the Guaranty, in each case in accordance with the terms Facility Guaranty (or release of the Loan Documents and this Lien on any Pledged Interests of any Subsidiary), if such Subsidiary is thereafter a Significant Subsidiary that is a Domestic Subsidiary or Direct Foreign Subsidiary, the requirements of Section 9.10. The parties hereto acknowledge and agree that the Administrative Agent may rely conclusively as 7.12 shall again apply to any of the matters described in this Section 9.10 and Section 11.09 (including as to its authority hereunder and thereunder) on a certificate or similar instrument provided to it by any Loan Party without further inquiry or investigation, which certificate shall be delivered to the Administrative Agent by the Loan Parties upon reasonable requestsuch Subsidiary.
Appears in 1 contract
Samples: Credit Agreement (Tech Data Corp)
Collateral and Guaranty Matters. Each Lender hereby agreesof the Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably authorizes the Administrative Agent and the Collateral Agent, and to each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Administrative Agent, the Collateral Agent or Required Lenders in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Administrative Agent, the Collateral 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 of the Lenders. Each of the Administrative Agent and the Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any Collateral or Collateral Documents which may be necessary to create, perfect and maintain perfected security interests in and liens upon the Collateral granted pursuant to the Collateral Documents. Each of the Lenders irrevocably authorizes each of the Administrative Agent and the Collateral Agent, at its option, and in its sole discretionagrees that it will:
(a) to enter into and sign for and on behalf of the Lenders as Secured Parties the Collateral Documents for the benefit of the Lenders and the other Secured Parties;
(b) to automatically release any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all Secured Obligations (other than Cash Management Obligations, Obligations not yet due (x) obligations and payable in respect of liabilities under Secured Hedge Agreements, contingent obligations not yet due and Cash Collateralized or backstopped Letters of Credit) and the expiration or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized or Agreements as to which other arrangements reasonably satisfactory to the Administrative Agent and the applicable L/C Issuers Hedge Bank shall have been made, (y) Cash Management Obligations as to which arrangements satisfactory to the applicable Cash Management Bank shall have been made and (z) contingent indemnification obligations not yet accrued and payable), (ii) at the time the property subject to such Lien is sold or transferred or to be sold or transferred as part of or in connection with any Disposition to a non-Loan Party transfer permitted hereunder or under any other Loan DocumentDocument to any Person other than Holdings, the Borrower or any of its Domestic Subsidiaries that are Guarantors, (iii) subject to Section 10.01, if the release re- lease of such Lien is approved, authorized or ratified in writing by the Required Lenders Lenders, or (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to Section 9.10(d)clause (c) below;
(cb) to release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to another the holder of any Lien (i) permitted to exist on such property and (ii) expressly that is permitted to be senior to the Liens of the Secured Parties under this Agreementby Section 7.01; and
(dc) to release any Guarantor from its obligations under the Guaranty if (i) in the case of any Subsidiary of the Borrower, such Person ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary as a result of a transaction or designation permitted hereunder or (ii) in the case of Holdings or Sub Holdco, as a result of a transaction permitted hereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of the ABL Facility, any Credit Agreement Refinancing Indebtedness, any Junior Financing the Senior Subordinated Notes or any Indebtedness incurred under Section 7.03(v)other Junior Financing. If Upon request by the Administrative Agent requests at any time, the Required Lenders will confirm in writing the Administrative Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.109.11. In each case as specified in this Section 9.109.11, the Administrative applicable Agent will (and each Lender irrevocably authorizes the Administrative applicable Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such itemDocuments, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The parties hereto acknowledge and agree that the Administrative Agent may rely conclusively as to any of the matters described in this Section 9.10 and Section 11.09 (including as to its authority hereunder and thereunder) on a certificate or similar instrument provided to it by any Loan Party without further inquiry or investigation, which certificate shall be delivered to the Administrative Agent by the Loan Parties upon reasonable request9.11.
Appears in 1 contract
Collateral and Guaranty Matters. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Administrative Agent, the Collateral Agent or Required Lenders in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Administrative Agent, the Collateral 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 of the Lenders. (a) Each of the Administrative Agent and the Collateral Agent is hereby authorized on behalf of all of the LendersSecured Parties, without the necessity of any notice to or further consent from any Lendersuch Secured Parties, from time to time time, to take any action actions with respect to any Collateral or Collateral Documents Security Instruments which may be necessary to create, perfect and maintain perfected security interests in and liens the Liens upon the Collateral granted pursuant to the Collateral DocumentsSecurity Instruments. Each of the Administrative Agent and the Collateral Agent is further authorized (but not obligated) on behalf of the Secured Parties, without the necessity of any notice to or further consent from the Secured Parties, from time to time, to take any action in exigent circumstances as may be reasonably necessary to preserve any rights or privileges of the Secured Parties under the Loan Documents or applicable Legal Requirements. By accepting the benefit of the Liens granted pursuant to the Security Instruments, each Secured Party hereby agrees to the terms of this paragraph (a).
(b) The Lenders hereby, and any other Secured Party by accepting the benefit of the Liens granted pursuant to the Security Instruments, irrevocably authorizes authorize each of the Administrative Agent and the Collateral Agent, at its optionAgent to, and in its sole discretion:
(a) to enter into the Administrate Agent and sign for and on behalf the Collateral Agent shall, upon request of the Lenders as Secured Parties the Collateral Documents for the benefit of the Lenders and the other Secured Parties;
Borrower (bi) to automatically release any Lien on any property granted to or held by the Administrative Agent under and/or the Collateral Agent upon any Loan Document Collateral (ia) upon termination of this Agreement and the Aggregate Commitments and payment in full of all Secured outstanding Advances and all other Obligations (other than Cash Management Obligations, Obligations not yet due and payable in respect of Secured Hedge Agreements, contingent indemnity obligations not yet due and Cash Collateralized or backstopped Letters of Credit) and the expiration or termination of all Letters of Credit (other than Letters of Credit for which have been Cash Collateralized or as to which other arrangements reasonably satisfactory to the Administrative Agent and the applicable L/C Issuers shall no claims have been made), ; or (iib) constituting Property in which no Loan Party owned an interest at the time the property subject to such Lien is sold was granted or transferred or to be sold or transferred at any time thereafter other than as part a result of or in connection with any Disposition to a non-Loan Party permitted hereunder or under any other Loan Document, transaction prohibited hereunder; and (iiiii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders or (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its a Guaranty pursuant to Section 9.10(d);
(c) to subordinate and any other applicable Loan Document and release the Lien on any property granted to or held by the Administrative Agent under and/or the Collateral Agent upon any Loan Document to another Lien (i) permitted to exist on Collateral of such property and (ii) expressly permitted to be senior to the Liens of the Secured Parties under this Agreement; and
(d) to release any Guarantor from its obligations under the Guaranty Person if such Person is a voluntary Guarantor and is not required to be a Guarantor hereunder or ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted under this Agreement or designation permitted hereunder; provided that upon termination of this Agreement and the payment in full of all outstanding Advances and all other Obligations (other than contingent indemnity obligations for which no such release shall occur if such Guarantor continues to be a guarantor in respect of any Credit Agreement Refinancing Indebtedness, any Junior Financing or any Indebtedness incurred under Section 7.03(vclaims have been made). If Upon the request of the Administrative Agent requests and/or the Collateral Agent at any time, the Required Lenders Secured Parties will confirm in writing the Administrative Agent’s or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, Collateral or to release any Guarantor from its obligations under the Guaranty Guarantors pursuant to this Section 9.108.11. In each case as specified in At the written request and sole expense of the Borrower, which written request shall also include a certification from a Responsible Officer certifying to the Administrative Agent and/or the Collateral Agent that such release is permitted under this Section 9.108.11 and that such transaction is in compliance with this Agreement and the other Loan Documents (which certification the Administrative Agent and the Collateral Agent may, but is not obligated to, rely on), the Administrative Agent will (and/or the Collateral Agent shall promptly provide the releases of Collateral or Guarantors permitted to be released under this Section 8.11 subject to evidence of such transaction and each Lender irrevocably authorizes release documentation reasonably satisfactory to the Administrative Agent to)and/or the Collateral Agent. Upon any of the Collateral constituting personal property being Disposed of as permitted under this Agreement, at then such Collateral shall be automatically released from the Borrower’s expenseLiens created under the applicable Security Instrument, execute provided that (x) the Administrative Agent and deliver the Collateral Agent shall provide any evidence of such Lien release requested by the Borrower in accordance with this Section and (y) nothing in this sentence shall in any event limit the obligation of the Loan Parties to comply with Section 5.08 hereof.
(c) Notwithstanding anything contained in any of the Loan Documents to the applicable contrary, the Loan Party such documents as such Loan Party may reasonably request to evidence Parties, the release of such item of Collateral from the assignment and security interest granted under Administrative Agent, the Collateral Documents Agent and each Secured Party hereby agree that no Secured Party shall have any right individually to realize upon any of the Collateral or to subordinate its interest in such item, or to evidence the release of such Guarantor from its obligations under enforce the Guaranty, in each case it being understood and agreed that all powers, rights and remedies hereunder, under the Guaranty and under the Security Instruments may be exercised solely by the Administrative Agent or the Collateral Agent, as applicable, on behalf of the Secured Parties in accordance with the terms hereof and the other Loan Documents. By accepting the benefit of the Loan Documents and this Section 9.10. The parties hereto acknowledge and agree that the Administrative Agent may rely conclusively as to any of the matters described in this Section 9.10 and Section 11.09 (including as to its authority hereunder and thereunder) on a certificate or similar instrument provided to it by any Loan Party without further inquiry or investigation, which certificate shall be delivered Liens granted pursuant to the Administrative Agent by Security Instruments, each Secured Party not party hereto hereby agrees to the Loan Parties upon reasonable requestterms of this paragraph (c).
Appears in 1 contract
Samples: Credit Agreement (CVR Energy Inc)
Collateral and Guaranty Matters. (a) Upon the occurrence and continuance of a Default, Xxxxxxx agree to promptly confer in order that Required Lenders or Lenders, as the case may be, may agree upon a course of action for the enforcement of the Rights of Lenders; and Administrative Agent shall be entitled to refrain from taking any action (without incurring any liability to any Person for so refraining) unless and until Administrative Agent shall have received instructions from Required Lenders. All Rights of action under the Loan Papers and all Rights to the Collateral, if any, hereunder may be enforced by Administrative Agent and any suit or proceeding instituted by Administrative Agent in furtherance of such enforcement shall be brought in its name as Administrative Agent without the necessity of joining as plaintiffs or defendants any other Lender, and the recovery of any judgment shall be for the benefit of Lenders subject to the expenses of Administrative Agent. In actions with respect to any property of any Restricted Company, Administrative Agent is acting for the ratable benefit of each Lender. Any and all agreements to subordinate (whether made heretofore or hereafter) other indebtedness or obligations of any Restricted Company to the Obligation shall be construed as being for the ratable benefit of each Lender.
(b) Each Lender hereby agreesauthorizes and directs Administrative Agent to enter into the Security Documents for the benefit of Xxxxxxx. Except to the extent unanimity is required hereunder, and (i) each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, Lender agrees that any action taken by the Administrative Agent, the Collateral Agent or Required Lenders in accordance with the provisions of this Agreement or the Collateral DocumentsLoan Papers, and the exercise by the Administrative Agent, the Collateral 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, (ii) each Revolver Xxxxxx agrees that any action taken by Required Revolver Lenders in accordance with the provisions of the Lenders. Each Loan Papers, and the exercise by Required Revolver Lenders of the Administrative Agent powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all Revolver Lenders, and (iii) each Term Loan Lender agrees that any action taken by Required Term Loan Lenders in accordance with the provisions of the Loan Papers, and the Collateral exercise by Required Term Loan 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 Term Loan Lenders.
(c) Administrative Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any Collateral or Collateral Security Documents which may be necessary to create, perfect and maintain perfected security interests in and liens the Liens upon the Collateral granted pursuant to the Security Documents.
(d) Administrative Agent shall have no obligation whatsoever to any Lender or to any other Person to assure that the Collateral Documents. Each exists or is owned by any Restricted Company or is cared for, protected, or insured or has been encumbered or that the Liens granted to Administrative Agent herein or pursuant hereto 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, or to continue exercising, any of the Lenders irrevocably authorizes each Rights granted or available to Administrative Agent in this Section 14.9 or in any of the Security Documents; it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, Administrative Agent and the Collateral Agentmay act in any manner it may deem appropriate, at its option, and in its sole discretion:, given Administrative Agent’s own interest in the Collateral as one of Lenders and that Administrative Agent shall have no duty or liability whatsoever to any Lender, other than to act without gross negligence or willful misconduct.
(ae) Lenders irrevocably authorize Administrative Agent (or in the case of Bond Rights, the L/C Issuers), at its option and in its discretion, (i) to enter into and sign for and on behalf of the Lenders as Secured Parties the Collateral Documents for the benefit of the Lenders and the other Secured Parties;
(b) to automatically release any Lien on any property granted to or held by the Administrative Agent under any Loan Document Paper (iA) upon termination of the Aggregate Commitments Total Commitment and payment in full of all Secured Obligations Obligation (other than Cash Management Obligations, Obligations not yet due and payable in respect of Secured Hedge Agreements, contingent obligations not yet due and Cash Collateralized or backstopped Letters of Creditindemnification obligations) and the expiration or termination of all Letters L/Cs, (B) as permitted under Section 9.11, (C) constituting property being sold or disposed of Credit (other than Letters of Credit which have been Cash Collateralized or as to which other arrangements reasonably satisfactory to the permitted under Section 10.10, if Administrative Agent determines that the property being sold or disposed is being sold or disposed in accordance with the requirements and limitations of Section 10.10 and Administrative Agent concurrently receives all mandatory prepayments with respect thereto, if any, or (D) if approved, authorized, or ratified in writing by Required Lenders, subject to Section 15.9, unless such Liens are held under any Bond Document; (ii) to release (or authorize the release by the applicable L/C Issuers shall have been made)Issuer of) any Collateral held by Administrative Agent (or the applicable L/C Issuer) under or pursuant to any Bond Document upon the reimbursement of any Bond Purchase Drawing in accordance with Section 2.3(i) herein; and (iii) to release any Restricted Company from its Guaranty (A) upon full payment of the Obligation, (iiB) at the time the property subject to such Lien is sold or transferred or to be sold or transferred as part of or permitted under Section 9.11, (C) in connection with any Disposition to a non-Loan Party the sale of disposition of the stock (or other equity interest) issued by such Restricted Company permitted hereunder or under any other Loan Document, (iii) subject to Section 10.0110.10, if Administrative Agent determines that the release disposition or sale is in accordance with the requirements and limitations of such Lien is Section 10.10 and Administrative Agent concurrently receives all mandatory prepayments with respect thereto, if any, or (D) if approved, authorized authorized, or ratified in writing by the Required Lenders or (iv) if the property Lenders, subject to such Lien is owned Section 15.9. Upon request by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to Section 9.10(d);
(c) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to another Lien (i) permitted to exist on such property and (ii) expressly permitted to be senior to the Liens of the Secured Parties under this Agreement; and
(d) to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary as a result of a transaction or designation permitted hereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of any Credit Agreement Refinancing Indebtedness, any Junior Financing or any Indebtedness incurred under Section 7.03(v). If the Administrative Agent requests at any time, the Required Lenders Xxxxxxx will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.10. 14.9.
(f) In each case as specified furtherance of the authorizations set forth in this Section 9.1014.9, the each Lender and each L/C Issuer hereby irrevocably appoints Administrative Agent will (its attorney-in-fact, with full power of substitution, for and on behalf of and in the name of each such Lender and each Lender irrevocably authorizes the Administrative Agent tosuch L/C Issuer, (i) to enter into Security Documents (including, without limitation, any appointments of substitute trustees under any Security Document), at the Borrower’s expense, execute and deliver (ii) to take action with respect to the applicable Loan Party such documents Collateral and Security Documents to perfect, maintain, and preserve Lenders’ and the L/C Issuers’ Liens, as such Loan Party may reasonably request applicable, and (iii) to evidence execute instruments of release or to take other action necessary to release Liens upon any Collateral to the release extent authorized in clause (e) hereof. This power of such item of Collateral from attorney shall be liberally, not restrictively, construed so as to give the assignment and security interest granted under greatest latitude to Administrative Agent’s power, as attorney, relative to the Collateral Documents or to subordinate its interest in such item, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The parties hereto acknowledge and agree that the Administrative Agent may rely conclusively as to any of the matters described in this Section 9.10 14.9. The powers and Section 11.09 (including as to its authority hereunder and thereunder) authorities herein conferred on a certificate or similar instrument provided to it by any Loan Party without further inquiry or investigation, which certificate shall be delivered to the Administrative Agent may be exercised by Administrative Agent through any Person who, at the time of the execution of a particular instrument, is an officer of Administrative Agent. The power of attorney conferred by this Section 14.9(f) is granted for valuable consideration and is coupled with an interest and is irrevocable so long as the Obligation, or any part thereof, shall remain unpaid, Lenders are obligated to make any Loans, or the L/C Issuers are obligated to issue L/Cs, under the Loan Parties upon reasonable requestPapers.
Appears in 1 contract
Samples: Eighth Amended and Restated Credit Agreement (Vail Resorts Inc)
Collateral and Guaranty Matters. Each Lender hereby agrees, (a) The Lenders and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by their respective Affiliates irrevocably authorize the Administrative Agent, the Collateral Agent or Required Lenders in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Administrative Agent, the Collateral 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 of the Lenders. Each of the Administrative Agent and the Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any Collateral or Collateral Documents which may be necessary to create, perfect and maintain perfected security interests in and liens upon the Collateral granted pursuant to the Collateral Documents. Each of the Lenders irrevocably authorizes each of the Administrative Agent and the Collateral Agent, at its option, option and in its sole discretion:,
(ai) to enter into and sign for and on behalf of the Lenders as Secured Parties the Collateral Documents for the benefit of the Lenders and the other Secured Parties;
(b) to automatically release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (iA) upon termination of the Aggregate all Commitments and payment in full of all Secured Obligations (other than Cash Management Obligations, Obligations not yet due contingent indemnification obligations and payable in respect Rate Protection Agreements as to which other arrangements satisfactory to the Administrative Agent and the applicable Lender on behalf of Secured Hedge Agreements, contingent obligations not yet due and Cash Collateralized itself or backstopped Letters of Creditits Affiliate shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized or as to which other arrangements reasonably satisfactory to the Administrative Agent and the applicable L/C Issuers Issuing Lender shall have been made), (iiB) at the time the property subject to such Lien that is sold or transferred otherwise disposed of or to be sold or transferred otherwise disposed of as part of or in connection with any Disposition to a non-sale or other disposition permitted under the Loan Party permitted hereunder Documents, (C) constituting property in which the Borrowers or under any other Loan DocumentParty owned no interest at the time the security interest and/or Lien was granted, (iiiD) subject constituting property leased to Section 10.01the Borrowers or any other Loan Party under a lease which has expired or been terminated in a transaction permitted under this Agreement or is about to expire and which has not been, and is not intended by the Borrowers or any other Loan Party to be, renewed or extended, or (E) if the release of such Lien is approved, authorized or ratified in writing approved by the Required Lenders or, if required by Section 11.1, each Lender, if applicable; provided that, upon the request of Borrower or (iv) if any Loan Party, the property Administrative Agent, in its sole discretion, may provide a non-disturbance and attornment agreement or subordinate the Administrative Agent’s Lien in Real Property subject to a Mortgage to easements, rights of way and similar restrictions where such Lien Borrower or such other Loan Party is owned by a Guarantorpermitted to create such easement, upon release right of such Guarantor from its obligations under its Guaranty way or similar restriction pursuant to Section 9.10(d)7.2.3(d) hereof;
(cii) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to another the holder of any Lien permitted by Section 7.2.3(b) or (i) permitted to exist on such property and (ii) expressly permitted to be senior to the Liens of the Secured Parties under this Agreementd); and
(diii) to release any Guarantor guarantor from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary as a result of a transaction or designation permitted hereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of any Credit Agreement Refinancing Indebtedness, any Junior Financing or any Indebtedness incurred under Section 7.03(v)the Loan Documents. If Upon request by the Administrative Agent requests at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor guarantor from its obligations under the Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.1010.11.
(b) The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the Administrative Agent will (and each Lender irrevocably authorizes existence, priority or perfection of the Administrative Agent to), at the BorrowerAgent’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such itemLien thereon, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The parties hereto acknowledge and agree that the Administrative Agent may rely conclusively as to any of the matters described in this Section 9.10 and Section 11.09 (including as to its authority hereunder and thereunder) on a certificate or similar instrument provided to it prepared by any Loan Party without further inquiry or investigationin connection therewith, which certificate nor shall be delivered to the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.
(c) The Administrative Agent may from time to time make disbursements and advances that, in its sole discretion, it deems necessary or desirable to preserve, protect, prepare for sale or lease or dispose of the Collateral, to enhance the likelihood or maximize the amount of the Obligations that are repaid by the Loan Parties upon reasonable requestParty or pay any other amount chargeable to the Loan Party hereunder. All such amounts disbursed or advanced by the Administrative Agent shall be Obligations that are secured by the Collateral and be repayable by the Borrowers on demand.
Appears in 1 contract
Collateral and Guaranty Matters. Each Lender hereby agreesof the Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably authorizes the Administrative Agent and the Collateral Agent, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Administrative Agent, the Collateral Agent or Required Lenders in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Administrative Agent, the Collateral 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 of the Lenders. Each of the Administrative Agent and the Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any Collateral or Collateral Documents which may be necessary to create, perfect and maintain perfected security interests in and liens upon the Collateral granted pursuant to the Collateral Documents. Each of the Lenders irrevocably authorizes each of the Administrative Agent and the Collateral Agent, at its option, and in its sole discretionagrees that it will:
(a) to enter into and sign for and on behalf of the Lenders as Secured Parties the Collateral Documents for the benefit of the Lenders and the other Secured Parties;
(b) to automatically release any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all Secured Obligations (other than Cash Management Obligations, Obligations not yet due (x) obligations and payable in respect of liabilities under Secured Hedge Agreements, contingent obligations not yet due and Cash Collateralized or backstopped Letters of Credit) and the expiration or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized or Agreements as to which other arrangements reasonably satisfactory to the Administrative Agent and the applicable L/C Issuers Hedge Bank shall have been made, (y) Cash Management Obligations as to which arrangements satisfactory to the applicable Cash Management Bank shall have been made and (z) contingent indemnification obligations not yet accrued and payable), (ii) at the time the property subject to such Lien is sold or transferred or to be sold or transferred as part of or in connection with any Disposition to a non-Loan Party transfer permitted hereunder or under any other Loan DocumentDocument to any Person other than Holdings, the Borrower or any of its Domestic Subsidiaries that are Guarantors, (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders Lenders, or (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to Section 9.10(d)clause (c) below;
(cb) to subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to another the holder of any Lien (i) permitted to exist on such property and that is a Permitted Lien pursuant to clauses (ii1) expressly (other than with respect to any self-insurance arrangements), (4) (solely to the extent securing any cash or Cash Equivalents or other property that does not constitute Collateral), (5) (6) (to the extent related to Indebtedness permitted to be senior incurred pursuant to clause (5) of the definition of Permitted Indebtedness), (9), (11) (solely to the Liens extent securing any segregated cash or Cash Equivalents or other property that does not constitute Collateral), (17) (solely to the extent relating to the foregoing clause (9)), (18), (25) (to the extent related to subclause (a) or (b) of such clause), (27), (28), (29), (31), (33), and (36) of the Secured Parties under this Agreementdefinition thereof, in each case to the extent required by the terms of the obligations secured by such Liens pursuant to documents reasonably acceptable to the Administrative Agent; and
(dc) to release any Guarantor from its obligations under the Guaranty if (i) in the case of any Subsidiary of the Borrower, except in the case of Holdings, Sub Holdco or the Company, such Person (I) ceases to be a Restricted Subsidiary as a result of a transaction or designation permitted hereunder or (II) at the option of Holdings by notice to the Agent, becomes an Excluded Subsidiary as a result of a transaction or designation permitted hereunder or (ii) in the case of Holdings or Sub Holdco, either Holdings or Sub Holdco ceases to be a Guarantor as a result of a transaction permitted hereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of the ABL Facility, any Credit Agreement Refinancing Indebtedness, any Junior Financing Indebtedness or any Indebtedness incurred under Section 7.03(v)other Junior Financing. If Upon request by the Administrative Agent requests at any time, the Required Lenders will confirm in writing the Administrative Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.109.11. In each case as specified in this Section 9.109.11, the Administrative applicable Agent will (and each Lender irrevocably authorizes the Administrative applicable Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such itemDocuments, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The parties hereto acknowledge and agree that the Administrative Agent may rely conclusively as to any of the matters described in this Section 9.10 and Section 11.09 (including as to its authority hereunder and thereunder) on a certificate or similar instrument provided to it by any Loan Party without further inquiry or investigation, which certificate shall be delivered to the Administrative Agent by the Loan Parties upon reasonable request9.11.
Appears in 1 contract
Collateral and Guaranty Matters. Each Lender hereby agreesWithout limiting the provision of Section 9.09, each of the Lenders (including in its capacities as the Bilateral L/C Provider, a potential Cash Management Bank and a potential Hedge Bank) and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by L/C Issuers irrevocably authorize the Administrative Agent, the Collateral Agent or Required Lenders in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Administrative Agent, the Collateral 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 of the Lenders. Each of the Administrative Agent and the Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any Collateral or Collateral Documents which may be necessary to create, perfect and maintain perfected security interests in and liens upon the Collateral granted pursuant to the Collateral Documents. Each of the Lenders irrevocably authorizes each of the Administrative Agent and the Collateral Agent, at its option, option and in its sole discretion:
(a) to enter into and sign for and on behalf of the Lenders as Secured Parties the Collateral Documents for the benefit of the Lenders and the other Secured Parties;
(b) to automatically release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all Secured Obligations (other than Cash Management Obligations, Obligations not yet due and payable in respect of Secured Hedge Agreements, contingent obligations not yet due and Cash Collateralized or backstopped Letters of Credit) and the expiration or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized or as to which other arrangements reasonably satisfactory to the Administrative Agent and the applicable L/C Issuers shall have been made)Facility Termination Date, (ii) at the time the property subject to such Lien that is sold or transferred otherwise disposed of or to be sold or transferred otherwise disposed of as part of or in connection with any Disposition to sale or other disposition (including, without limitation, any disposition by way of a non-Loan Party merger, consolidation or amalgamation) or Restricted Payment permitted hereunder or under any other Loan DocumentDocument to a Person that is not a Loan Party, (iii) subject that constitutes Excluded Assets or any assets not required to Section 10.01be pledged in accordance with the Agreed Guarantee and Security Principles, or (iv) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders or in accordance with Section 10.01;
(ivb) if the property subject to such Lien is owned by a Guarantor, upon release of such any Guarantor from its obligations under its the Guaranty and each Collateral Document to which it is a party if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted under the Loan Documents or otherwise becomes an Excluded Subsidiary; provided that no Subsidiary shall be released as a Guarantor after the Initial Funding Date solely as a result of becoming an Excluded Subsidiary pursuant to clause (b) of the definition thereof, unless (1) such Subsidiary ceases to be a Wholly-Owned Subsidiary in a transaction for a bona fide business purpose in which the Person taking the Equity Interests in such Subsidiary is not an Affiliate of the Borrower and (2) at the time of such release, the Borrower would have been permitted to make an Investment in such partially disposed Subsidiary, and is deemed to have made a new Investment in such partially disposed Subsidiary for purposes of Section 9.10(d7.06 (as if such Person were then newly acquired), in an amount equal to the portion of the Fair Market Value of the net assets of such partially disposed Subsidiary attributable to the Borrower’s Equity Interests therein;
(c) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to another the holder of any Lien (i) permitted to exist on such property and (ii) expressly securing obligations in respect of Indebtedness permitted to be senior Incurred pursuant to the Liens Section 7.02(b)(iv) that is permitted pursuant to clause (6) of the Secured Parties under this Agreementdefinition of “Permitted Liens”; and
(d) to release enter into one or more intercreditor agreements contemplated by this Agreement from time to time and agrees that it will be bound by and will take no actions contrary to the provisions thereof (it being understood that, in connection with any Guarantor from its obligations under such intercreditor agreement, the Guaranty if such Person ceases Borrower shall deliver to be a Restricted Subsidiary or becomes an Excluded Subsidiary as a result of a transaction or designation permitted hereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of any Credit Agreement Refinancing Indebtedness, any Junior Financing or any Indebtedness incurred under Section 7.03(v). If the Administrative Agent requests a certificate certifying that the Indebtedness and Liens (including the priority thereof) in connection with which such intercreditor agreement is to be executed is permitted by this Agreement). Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will (and each Lender irrevocably authorizes the Administrative Agent to)will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The parties hereto acknowledge and agree that Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent may rely conclusively as to Agent’s Lien thereon, or any of the matters described in this Section 9.10 and Section 11.09 (including as to its authority hereunder and thereunder) on a certificate or similar instrument provided to it prepared by any Loan Party without further inquiry or investigationin connection therewith, which certificate nor shall be delivered to the Administrative Agent by be responsible or liable to the Loan Parties upon reasonable requestLenders for any failure to monitor or maintain any portion of the Collateral.
Appears in 1 contract
Samples: Credit Agreement (Sylvamo Corp)
Collateral and Guaranty Matters. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Administrative Agent, the Collateral Agent or Required Lenders in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Administrative Agent, the Collateral 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 of the Lenders. Each of the Administrative Agent and the Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any Collateral or Collateral Documents which may be necessary to create, perfect and maintain perfected security interests in and liens upon the Collateral granted pursuant to the Collateral Documents. Each of the Lenders irrevocably authorizes each of the Administrative Agent and the Collateral Agent, at its option, and in its sole discretion:
(a) to enter into and sign for and on behalf of the Lenders as Secured Parties the Collateral Documents for the benefit of the The Lenders and the other Secured Parties;
(bBank Product Provider irrevocably authorize the Administrative Agent:(a) to automatically release any Lien on any property Collateral granted to or held by the Administrative Agent Agent(i) under any Loan Credit Document (iA) upon termination of the Aggregate Commitments and payment in full of all Secured Credit Party Obligations (other than Cash Management Obligations, Obligations not yet due (x) contingent indemnification obligations and payable in respect of Secured Hedge Agreements, contingent obligations not yet due and Cash Collateralized or backstopped Letters of Credit(y) Bank Product Debt) and the expiration or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized or as to which other arrangements reasonably satisfactory to the Administrative Agent and the applicable L/C Issuers shall have been made)Credit, (iiB) at the time the property subject to such Lien that is sold or transferred or to be sold or transferred to a Person that is not a Credit Party as part of or in connection with any Disposition to a non-Loan Party sale or other disposition permitted hereunder under Section 6.4, or under any other Loan Document, (iiiC) subject to Section 10.019.1, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders or (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to Section 9.10(d);
(c) Lenders; to subordinate any Lien on any property Collateral granted to or held by the Administrative Agent Agent(ii) under any Loan Credit Document to another the holder of any Lien (i) permitted to exist on such property and (ii) expressly Collateral that is permitted to be senior to the Liens of the Secured Parties under this Agreementby Section 6.2(c); and
(d) to release any Guarantor from its obligations under the applicable Guaranty if such Person Person(iii) ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary Guarantor as a result of a transaction or designation permitted hereunder; and (1) to enter into any Acceptable Intercreditor Agreement entered into pursuant to or(iv) otherwise permitted by the terms hereof and specifically contemplated hereby and to subject the Liens securing the Obligations to the provisions thereof, and to performs any of its obligations under such documentation (including entering into amendments, waivers or other modifications thereof not prohibited by this Agreement) and (2) to enter into any Acceptable Intercreditor Agreement and specifically contemplated hereby that includes, or to amend, waive or modify any then existing Acceptable Intercreditor Agreement to provide for, Indebtedness incurred pursuant to any of Sections 6.1(n), (o) and (p); provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of any Credit Agreement Refinancing Indebtedness, any Junior Financing or any Indebtedness incurred under Section 7.03(v). If the Administrative Agent requests may, but is not obligated to, post such Acceptable Intercreditor Agreement to the Platform and, if posted, shall be deemed acceptable to the Required Lenders if not otherwise objected to by any Required Lenders within five (5) Business Days of being posted; provided, further, that the Lenders and Bank Product Provider hereby agree that the Administrative Agent will be bound by and will be prohibited from taking (and each Lender and Issuing Xxxxxx agrees that it shall not direct the Administrative Agent to take) any actions contrary to the provisions of any Acceptable Intercreditor Agreement entered into pursuant to the terms hereof. In connection with a termination or release pursuant to this Section, and, so long as the Borrower(b) shall have provided the Administrative Agent such certifications or documents as any Agent shall reasonably request, the Administrative Agent shall, without recourse or warranty, promptly execute and deliver to the applicable Credit Party, at the Borrower’s expense, all documents that the applicable Credit Party shall reasonably request to evidence such termination or release. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of propertyCollateral, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will (and each Lender irrevocably authorizes the Administrative Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The parties hereto acknowledge and agree that the Administrative Agent may rely conclusively as to any of the matters described in this Section 9.10 and Section 11.09 (including as to its authority hereunder and thereunder) on a certificate or similar instrument provided to it by any Loan Party without further inquiry or investigation, which certificate shall be delivered to the Administrative Agent by the Loan Parties upon reasonable requestSection.
Appears in 1 contract
Collateral and Guaranty Matters. Each Lender hereby agrees, (including in its capacities as a potential Cash Management Bank and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by a potential Hedge Bank) and L/C Issuer irrevocably authorizes the Administrative Agent, the Collateral Agent or Required Lenders in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Administrative Agent, the Collateral 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 of the Lenders. Each of the Administrative Agent and the Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any Collateral or Collateral Documents which may be necessary to create, perfect and maintain perfected security interests in and liens upon the Collateral granted pursuant to the Collateral Documents. Each of the Lenders irrevocably authorizes each of the Administrative Agent and the Collateral Agent, at its option, option and in its sole discretion, after the Closing Date:
(a) to enter into and sign for and on behalf of the Lenders as Secured Parties the Collateral Documents for the benefit of the Lenders and the other Secured Parties;
(b) to automatically release any Lien to the extent securing the Obligations on any property granted to or held by the Administrative Agent under any Loan Document (i) ), upon termination of the Aggregate Commitments and payment in full of all Secured Obligations (other than (A) contingent indemnification obligations as to which no claim has been asserted and (B) obligations and liabilities under Secured Cash Management Obligations, Obligations not yet due Agreements and payable in respect of Secured Hedge Agreements), contingent obligations not yet due and Cash Collateralized or backstopped Letters of Credit) and the expiration or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized or as to which other arrangements reasonably satisfactory to the Administrative Agent and the applicable L/C Issuers Issuer shall have been made) and the termination and payment in full of all obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements in respect of which the Administrative Agent has received notice pursuant to Section 9.11 (other than any such agreements as to which other arrangements reasonably satisfactory to the applicable Cash Management Bank or Hedge Bank have been made), (ii) at that is Disposed of in a transaction permitted hereunder the time result of which is that, following the consummation thereof, no Loan Party has rights in the property subject to such Lien is sold or transferred or to be sold or transferred as part being Disposed of or in connection with any Disposition to a non-Loan Party permitted hereunder or under any other Loan Document, (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by in accordance with Section 10.01;
(b) to release any Guarantor from its Guarantee of the Required Lenders Obligations under the Collateral Agreement (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than (A) contingent indemnification obligations as to which no claim has been asserted and (B) obligations and liabilities under Secured Cash Management Agreement and Secured Hedge Agreements), the expiration or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized or as to which other arrangements satisfactory to the Administrative Agent and the applicable L/C Issuer shall have been made) and the termination and payment in full of all obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements in respect of which the Administrative Agent has received notice pursuant to Section 9.11 (other than any such agreements as to which other arrangements reasonably satisfactory to the applicable Cash Management Bank or Hedge Bank have been made), or (ivii) if approved, authorized or ratified in writing in accordance with Section 10.01;
(c) to release any Guarantor from its Guarantee of the property subject to Obligations and all Liens granted by any such Lien is owned by a Guarantor, upon and all pledges of Equity Interests in any such Guarantor under the Collateral Agreement if such Person ceases to be a Restricted Subsidiary (including by being designated an Unrestricted Subsidiary in accordance with Section 6.17 hereof, or by way of liquidation, merger, consolidation, amalgamation or dissolution or Disposition thereof as permitted by this Agreement), or becomes an Immaterial Subsidiary or an Excluded Subsidiary; provided that, if such Guarantor becomes an Excluded Subsidiary by virtue of being a first tier Affected Foreign Subsidiary, then the release of any pledge of Equity Interests therein shall be limited to 35% of the voting Equity Interests thereof and if such Affected Foreign Subsidiary is a direct or indirect Subsidiary of an Affected Foreign Subsidiary, then the release shall be 100% of any pledge of Equity Interests of such Subsidiary; provided, however that if such Guarantor becomes an Excluded Subsidiary solely in reliance on clause (g) of the definition of “Excluded Subsidiary,” then the release of such Guarantor from its obligations Obligations under its Guaranty pursuant the Loan Documents shall only be permitted if at the time such Guarantor becomes an Excluded Subsidiary of such type, after giving pro forma effect to such release and consummation of the transaction that causes such Person to be an Excluded Subsidiary of such type, the Borrower is deemed to have made a new Investment in such Person on the date of such release in an amount equal to the portion of the fair market value of the net assets of such Person attributable to the Borrower’s or any Restricted Subsidiary’s Equity Interest therein and such Investment is permitted under Section 9.10(d)7.02 at such time;
(cd) to execute any intercreditor agreements and/or subordination agreements with any holder of any Indebtedness or Liens permitted by this Agreement to the extent such intercreditor agreement and/or subordination agreement is required by the terms hereof; and
(e) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document Document, to another the extent securing the Obligations, to the holder of any Lien (i) permitted to exist on such property and (ii) expressly that is permitted to be senior to the Liens of the Secured Parties under this Agreement; and
(d) to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary as a result of a transaction or designation permitted hereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of any Credit Agreement Refinancing Indebtedness, any Junior Financing or any Indebtedness incurred under by Section 7.03(v7.01(i). If Upon request by the Administrative Agent requests at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of propertyCollateral, or to release any Guarantor from its obligations Guarantee of the Obligations under the Guaranty Collateral Agreement pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will (and each Lender irrevocably authorizes the Administrative Agent to)will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to evidence the release of such Guarantor from its obligations Guarantee of the Obligations under the GuarantyCollateral Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The parties hereto acknowledge and agree that Notwithstanding anything to the Administrative Agent may rely conclusively as to any of the matters described contrary in this Agreement, upon a Subsidiary being designated an Unrestricted Subsidiary in accordance with Section 9.10 and Section 11.09 6.17 of this Agreement or otherwise ceasing to be a Restricted Subsidiary (including as to its authority hereunder and thereunderby way of liquidation, merger, consolidation or amalgamation or dissolution) on in a certificate or similar instrument provided to it transaction permitted by any Loan Party without further inquiry or investigationthis Agreement, which certificate such Subsidiary shall be delivered automatically released and relieved of any obligations under this Agreement, the Collateral Agreement and all other Loan Documents, all Liens granted by such Subsidiary in its assets to the Administrative Agent by shall be automatically released, all pledges to the Administrative Agent of Equity Interests in any such Subsidiary shall be automatically released, and the Administrative Agent is authorized to, and shall promptly, deliver to the Borrower any acknowledgement confirming such releases and all necessary releases and terminations, in each case as the Borrower may reasonably request to evidence such release and at Borrower’s expense. To the extent any Loan Parties upon reasonable requestDocument conflicts or is inconsistent with the terms of this Section, this Section shall govern and control in all respects.
Appears in 1 contract
Collateral and Guaranty Matters. Each Lender hereby agrees, of the Lenders (including in their capacities as potential Hedge Banks party to a Secured Hedge Agreement and potential Cash Management Banks party to a Secured Cash Management Agreement) and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by L/C Issuer irrevocably authorizes and directs the Administrative Agent, the Collateral Agent or Required Lenders in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Administrative Agent, the Collateral 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 of the Lenders. Each of the Administrative Agent and the Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any Collateral or Collateral Documents which may be necessary to create, perfect and maintain perfected security interests in and liens upon the Collateral granted pursuant shall to the Collateral Documents. Each extent requested by the Borrower or, solely in the case of clause (d) below, to the Lenders irrevocably authorizes each of the Administrative Agent and the Collateral Agent, at its option, and in its sole discretion:extent provided for under this Agreement,
(a) to enter into and sign for and on behalf of the Lenders as Secured Parties the Collateral Documents for the benefit of the Lenders and the other Secured Parties;
(b) to automatically release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all Secured Obligations (other than (A) contingent indemnification obligations as to which no claim has been asserted, (B) obligations and liabilities under Secured Hedge Agreements as to which arrangements reasonably satisfactory to the applicable Hedge Bank shall have been made and (C) obligations and liabilities under Secured Cash Management Obligations, Obligations not yet due and payable in respect of Secured Hedge Agreements, contingent obligations not yet due and Agreements as to which arrangements reasonably satisfactory to the applicable Cash Collateralized or backstopped Letters of CreditManagement Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit those which have been Cash Collateralized or as to which other arrangements reasonably satisfactory to the Administrative Agent and the applicable L/C Issuers shall have been madeCollateralized), (ii) at the time the property subject to such Lien that is sold sold, disposed of or transferred distributed or to be sold sold, disposed of or transferred distributed as part of or in connection with any Disposition to a non-Loan Party transaction permitted hereunder or under any other Loan Document, in each case to a Person that is not a Loan Party, (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders or Lenders, (iv) if the property subject to such Lien is owned by a Guarantor, Subsidiary Guarantor upon release of such Subsidiary Guarantor from its obligations under its Guaranty pursuant to Section 9.10(d)clause (c) below, or (v) if such property constitutes Excluded Property;
(cb) to release or subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to another the holder of any Lien (i) permitted to exist on such property that is permitted by Section 7.01 (i), (p), (y) and (ii) expressly permitted to be senior to the Liens of the Secured Parties under this Agreement; anddd);
(dc) to release any Subsidiary Guarantor from its obligations under the applicable Guaranty if such Person ceases to be a Restricted Subsidiary or otherwise becomes an Excluded Subsidiary as a result of a transaction or designation permitted hereunder; provided that no the release of any Subsidiary Guarantor from its obligations under the applicable Guaranty if such Subsidiary Guarantor becomes an Excluded Subsidiary of the type described in clause (b) of the definition thereof pursuant to a Disposition of less than all of the Equity Interests of such Guarantor shall only be permitted if at the time such Subsidiary Guarantor becomes an Excluded Subsidiary of such type or at the time the Borrower requests such release (1) such release shall occur if constitute an Investment by the Borrower and/or other Loan Parties (as applicable) therein at the date of such Guarantor continues release in an amount equal to be the fair market value as determined in good faith by the Borrower’s and/or other Loan Parties’ (as applicable) Investment therein and such Investment is permitted pursuant to Section 7.02 (other than, solely with respect to the Equity Interests in such released Subsidiary, Section 7.02(e) or (f)) at such time and (2) a guarantor in respect Responsible Officer of any Credit Agreement Refinancing Indebtedness, any Junior Financing or any Indebtedness incurred under Section 7.03(v). If the Borrower certifies to the Administrative Agent requests compliance with preceding clause (1); and
(d) establish intercreditor arrangements as contemplated by this Agreement. 83894470_5 Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Guaranty pursuant to this Section 9.109.11. In each case as specified in this Section 9.109.11, the Administrative Agent will (and each Lender irrevocably authorizes the Administrative Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such itemDocuments, or to evidence the release of such Subsidiary Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The parties hereto acknowledge and agree 9.11; provided that the Administrative Agent may rely conclusively as to any of the matters described in this Section 9.10 and Section 11.09 (including as to its authority hereunder and thereunder) on a certificate or similar instrument provided to it by any Loan Party without further inquiry or investigation, which certificate Borrower shall be have delivered to the Administrative Agent by a certificate of a Responsible Officer of the Borrower certifying that any such transaction has been consummated in compliance with this Agreement and the other Loan Parties upon reasonable requestDocuments.
Appears in 1 contract
Collateral and Guaranty Matters. Each Lender hereby agreesWithout limiting the provisions of Section 10.09, each of the Lenders (including in its capacities as a potential Cash Management Bank and each holder of any Note by a potential Hedge Bank) and the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by L/C Issuers irrevocably authorize the Administrative Agent, the Collateral Agent or Required Lenders in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Administrative Agent, the Collateral 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 of the Lenders. Each of the Administrative Agent and the Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any Collateral or Collateral Documents which may be necessary to create, perfect and maintain perfected security interests in and liens upon the Collateral granted pursuant to the Collateral Documents. Each of the Lenders irrevocably authorizes each of the Administrative Agent and the Collateral Agent, at its option, option and in its sole discretion:, but subject to Section 11.20,
(a) to enter into and sign for and on behalf of the Lenders as Secured Parties the Collateral Documents for the benefit of the Lenders and the other Secured Parties;
(b) to automatically release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) upon termination of the Aggregate aggregate Revolving Commitments and payment in full of all Secured the Obligations (other than (A) contingent indemnification obligations, tax gross-up, expense reimbursement or yield protection obligations, in each case, for which no claim has been made that is unsatisfied and (B) obligations and liabilities under Secured Cash Management Obligations, Obligations not yet due Agreements and payable in respect of Secured Hedge Agreements, contingent obligations not yet due and Cash Collateralized or backstopped Letters of CreditAgreements as to which arrangements satisfactory to the applicable provider thereof shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized or as to which other arrangements reasonably satisfactory to the Administrative Agent and the applicable L/C Issuers Issuer shall have been made), (ii) at the time the property subject to such Lien that is sold or transferred or to be sold or transferred otherwise disposed of as part of or in connection with any Disposition to a non-Loan Party sale or other disposition permitted hereunder or under any other Loan DocumentDocument or any Recovery Event or any Permitted Receivables Financing, (iii) subject to as approved in accordance with Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders 11.01 or (iv) if the when such property is subject to Liens permitted under Section 8.02(e) (solely to the extent that the Administrative Agent’s Liens on such Lien is owned by a Guarantorassets violate the terms of the documentation governing such Lien) and, upon release to the extent relating to extensions, renewals or replacements of such Guarantor from its obligations under its Guaranty pursuant to Liens, Section 9.10(d8.02(l) or Section 8.02(f);
(cb) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to another the holder of any Lien (i) permitted to exist on such property and (ii) expressly that is permitted to be senior to the Liens of the Secured Parties under this Agreementby Section 8.02(e); and
(dc) to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted under the Loan Documents or designation permitted hereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor is designated an Unrestricted Subsidiary in respect of any Credit Agreement Refinancing Indebtedness, any Junior Financing or any Indebtedness incurred under accordance with Section 7.03(v7.10(e). If Upon request by the Administrative Agent requests at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty Guaranty, pursuant to this Section 9.1010.10. In each case as specified in this Section 9.10The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the Administrative Agent will (and each Lender irrevocably authorizes existence, priority or perfection of the Administrative Agent to), at the BorrowerAgent’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such itemLien thereon, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The parties hereto acknowledge and agree that the Administrative Agent may rely conclusively as to any of the matters described in this Section 9.10 and Section 11.09 (including as to its authority hereunder and thereunder) on a certificate or similar instrument provided to it prepared by any Loan Party without further inquiry or investigationin connection therewith, which certificate nor shall be delivered to the Administrative Agent by be responsible or liable to the Loan Parties upon reasonable requestLenders for any failure to monitor or maintain any portion of the Collateral.
Appears in 1 contract
Collateral and Guaranty Matters. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, Purchaser agrees that any action taken by the Administrative Agent, the Collateral Agent or the Required Lenders Purchasers in accordance with the provisions of this Agreement or of the Collateral other Credit Documents, and the exercise by the Administrative Agent, the Collateral Agent or Required Lenders Purchasers 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 of the LendersPurchasers. Each Without limiting the generality of the Administrative Agent and foregoing, the Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any Collateral or Collateral Documents which may be necessary to create, perfect and maintain perfected security interests in and liens upon the Collateral granted pursuant to the Collateral Documents. Each of the Lenders Purchasers irrevocably authorizes each of the Administrative Agent and authorize the Collateral Agent, at its option, option and in its sole discretion:
(a) to enter into and sign for and on behalf of the Lenders as Secured Parties the Collateral Documents for the benefit of the Lenders and the other Secured Parties;
(b) to automatically release any Lien on any property granted to or held by the Administrative Collateral Agent under any Loan Security Document (iA) upon termination discharge of the Aggregate Commitments and payment in full of all Secured Obligations (other than Cash Management Obligations, Obligations not yet due and payable in respect of Secured Hedge Agreements(B) that is sold, contingent obligations not yet due and Cash Collateralized or backstopped Letters of Credit) and the expiration or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized or as to which other arrangements reasonably satisfactory to the Administrative Agent and the applicable L/C Issuers shall have been made)transferred, (ii) at the time the property subject to such Lien is sold or transferred disposed or to be sold or transferred sold, transferred, disposed as part of or in connection with any Disposition sale, transfer o or other disposition (other than any sale to a non-Loan Credit Party; provided, however that the Collateral Agent may make any filings necessary to reflect the transfer of Collateral from one Credit Party to another) permitted hereunder or under any other Loan Documentotherwise becomes an Excluded Property (as defined in the Security Agreement), (iiiC) subject to Section 10.019.10, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders Purchasers or (ivD) if to the extent such property subject to such Lien is owned by a Guarantor, Subsidiary Guarantor upon the release of such Subsidiary Guarantor from its obligations under its Guaranty pursuant to Section 9.10(d)clause (c) below;
(cb) to subordinate any Lien on any property granted to or held by the Administrative Collateral Agent under any Loan Document to another the holder of any Lien (i) permitted to exist on such property that is permitted by clause (iii), (iv), (xxii), (xxiii) and (iixxv) expressly permitted to be senior to the Liens of the Secured Parties under this Agreement; andSection 6.3;
(dc) to release any Subsidiary Guarantor from its obligations under the Guaranty Agreement if such Person ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary as a result of a transaction or designation permitted hereunder;
(d) to enter into non-disturbance and similar agreements in connection with the licensing of Intellectual Property permitted pursuant to the terms of this Agreement in form and substance reasonably satisfactory to the Collateral Agent and the applicable licensor; provided that no such release shall occur if such Guarantor continues and
(e) to be a guarantor in respect of any Credit Agreement Refinancing Indebtedness, any Junior Financing or any Indebtedness incurred under enter into an intercreditor agreement as contemplated by Section 7.03(v6.2(iv). If Upon request by the Administrative Collateral Agent requests at any time, time the Required Lenders Purchasers will confirm in writing the Administrative Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Guaranty pursuant to this Section 9.10. 8.8 In each case as specified in this Section 9.108.8, the Administrative Collateral Agent will (and each Lender Purchaser irrevocably authorizes the Administrative Collateral Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Credit Party such documents as such Loan Credit Party may reasonably request (i) to evidence the release or subordination of such item of Collateral collateral from the assignment and security interest granted under the Collateral Documents Security Documents, (ii) to enter into non-disturbance or similar agreements in connection with the licensing of Intellectual Property, (iii) to subordinate its interest in such item, enter into an intercreditor agreement as contemplated by Section 6.2(iv) or (iv) to evidence the release of such Subsidiary Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Credit Documents and this Section 9.108.8 and in form and substance reasonably acceptable to the Collateral Agent. The parties hereto acknowledge and agree that Collateral Agent shall deliver to the Administrative Agent may rely conclusively as to Purchasers notice of any of the matters described in action taken by it under this Section 9.10 8.8 as soon as reasonably practicable after the taking thereof; provided, that delivery of or failure to deliver any such notice shall not affect the Collateral Agent’s rights, powers, privileges and Section 11.09 (including as to its authority hereunder and thereunder) on a certificate or similar instrument provided to it by any Loan Party without further inquiry or investigation, which certificate shall be delivered to the Administrative Agent by the Loan Parties upon reasonable requestprotections under this ARTICLE VIII.
Appears in 1 contract
Samples: Note Purchase Agreement (Dynavax Technologies Corp)
Collateral and Guaranty Matters. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Administrative Agent, the Collateral Agent or Required Lenders in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Administrative Agent, the Collateral 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 of the Lenders. Each of the Administrative Agent and the Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any Collateral or Collateral Documents which may be necessary to create, perfect and maintain perfected security interests in and liens upon the Collateral granted pursuant to the Collateral Documents. Each of the Lenders irrevocably authorizes each of the Administrative Agent and the Collateral Agent, at its option, option and in its sole discretion:,
(a) to enter into and sign for and on behalf of the Lenders as Secured Parties the Collateral Documents for the benefit of the Lenders and the other Secured Parties;
(b) to automatically release any Lien on any property granted to or held by the Administrative Collateral Agent under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all Secured Obligations (other than Cash Management Obligations, Obligations not yet due and payable in respect of Secured Hedge Agreements, contingent indemnification obligations not yet due and Cash Collateralized or backstopped Letters of Credit) and the expiration or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized or as to which other arrangements reasonably satisfactory to the Administrative Agent and the applicable L/C Issuers shall have no claim has been madeasserted), (ii) at the time the property subject to such Lien that is sold or transferred or to be sold or transferred as part of or in connection with any Disposition to a non-Loan Party sale permitted hereunder or under any other Loan Document, (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders or (iv) if to the extent such property subject to such Lien is owned secured by a Guarantor, upon release Permitted Lien under clause (6) of such Guarantor from its obligations under its Guaranty pursuant the definition thereof (solely as it relates to Section 9.10(d7.03(b)(4));
(cb) to subordinate any Lien on any property constituting ABL Collateral granted to or held by the Administrative Agent under any Loan Document to another the holder of any Lien (i) permitted to exist on such property and that is secured by a Permitted Lien under clause (ii6) expressly permitted to be senior of the definition thereof as it relates to the Liens of the Secured Parties under this ABL Credit Agreement; and;
(dc) to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary as a result of a transaction or designation permitted hereunder; provided that no such release shall occur if such Guarantor continues and
(d) to enter into intercreditor agreements (in a form not materially less favorable, taken as a whole, to the Lenders than the terms of the Intercreditor Agreement, in the case of Indebtedness with Junior Lien Priority, or in a form customary for intercreditor agreements or collateral trust agreements in light of then prevailing market conditions, in the case of Other Pari Passu Lien Obligations), subordination agreements and amendments to the Collateral Documents to reflect arrangements with respect to any obligations (other than the Obligations) permitted to be incurred hereunder and secured by Liens permitted to be incurred hereunder on all or a guarantor portion of the Collateral, on terms acceptable to the Collateral Agent; and
(e) upon no less than ten (10) Business Days prior written notice to the Collateral Agent from a Responsible Officer of the Borrower, at the sole expense of the Borrower, to release any Lien on any property (including without limitation, receivables arising from the sale of equipment, tooling and related services) disposed as permitted under the Loan Documents, in respect each case in connection with a Permitted Receivables Financing, and to execute and deliver or otherwise authorize the filing of any Credit Agreement Refinancing Indebtednesssuch documents as the Borrower reasonably requests, any Junior Financing or any Indebtedness incurred under Section 7.03(v)in form and substance reasonably satisfactory to the Collateral Agent, including financing statement amendments to evidence the release of such Lien. If Upon request by the Administrative Collateral Agent requests at any time, the Required Lenders will confirm in writing the Administrative Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.109.11. In each case as specified in this Section 9.109.11, the Administrative Collateral Agent will (and each Lender irrevocably authorizes the Administrative Agent to)will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such itemDocuments, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The parties hereto acknowledge and agree 9.11; provided that the Administrative Agent may rely conclusively as to any of the matters described in this Section 9.10 and Section 11.09 (including as to its authority hereunder and thereunder) on a certificate or similar instrument provided to it by any Loan Party without further inquiry or investigation, which certificate Borrower shall be have delivered to the Administrative Collateral Agent by a certificate of a Responsible Officer of the Borrower certifying that any such transaction has been consummated in compliance with this Agreement and the other Loan Parties upon reasonable requestDocuments).
Appears in 1 contract
Collateral and Guaranty Matters. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Administrative Agent, the Collateral Agent or Required Lenders in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Administrative Agent, the Collateral 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 of the Lenders. Each of the Administrative Agent and the Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any Collateral or Collateral Documents which may be necessary to create, perfect and maintain perfected security interests in and liens upon the Collateral granted pursuant to the Collateral Documents. Each of the Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably agree (and authorizes each the AdministrativeCollateral Agent to take all necessary or advisable actions to effectuate any of the Administrative Agent and the Collateral Agent, at its option, and in its sole discretion:following):
(a) to enter into and sign for and on behalf of the Lenders as Secured Parties the Collateral Documents for the benefit of the Lenders and the other Secured Parties;
(b) to automatically release that any Lien on any property granted to or held by the Administrative AdministrativeCollateral Agent under any Loan Document shall be automatically released (i) upon expiration or termination of the Aggregate Commitments and payment in full of all Secured Obligations (other than Cash Management Obligations, (x) Obligations not yet due and payable in respect of under Secured Hedge Agreements, (y) Obligations under Secured Cash Management Agreements and (z) contingent indemnification obligations not yet due accrued and Cash Collateralized or backstopped Letters of Creditpayable) and (the expiration or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized or as to which other arrangements reasonably satisfactory to the Administrative Agent and the applicable L/C Issuers shall have been made“Termination Date”), (ii) at the time the property subject to such Lien is sold or transferred otherwise disposed of or to be sold or transferred otherwise disposed of as part of or in connection with any Disposition to a non-Loan Party sale or other disposition permitted hereunder or under any other Loan DocumentDocument to any Person other than a Loan Party (whether as a Disposition or an Investment), (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to Section 9.10(d)clause (c) below, (v) if and to the extent such property constitutes an Excluded Asset or (vi) if required pursuant to any Intercreditor Agreement;
(cb) to release or subordinate any Lien on any property granted to or held by the Administrative AdministrativeCollateral Agent under any Loan Document to another the holder of any Lien (i) permitted to exist on such property and (ii) expressly that constitutes an Excluded Asset or is permitted to be senior to the Liens of securing the Secured Parties under this AgreementObligations by Section 7.01(i) or, to the extent related to the foregoing, Section 7.01(dd); and
(dc) to release that any Subsidiary Guarantor shall be automatically released from its obligations under the Guaranty and the Collateral Documents if such Person ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary as a result of a transaction or designation permitted hereunderhereunder (including as a result of a Subsidiary Guarantor being designated as an Unrestricted Subsidiary); provided that no such release shall occur if such Guarantor continues (after giving effect to the consummation of such transaction or designation) to be a guarantor in respect of any Credit Agreement Refinancing IndebtednessJunior Financing, any Junior Financing Incremental Equivalent Debt or any Indebtedness incurred under Section 7.03(v). If Refinancing Equivalent Debt; Upon request by the Administrative AdministrativeCollateral Agent requests at any time, the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents) will confirm in writing the Administrative AdministrativeCollateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.109.11. In each case as specified in this Section 9.109.11, the Administrative applicable Agent will (and each Lender irrevocably authorizes the Administrative applicable Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such itemDocuments, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.109.11; provided that, upon the reasonable request of the AdministrativeCollateral Agent, the AdministrativeCollateral Agent shall have received a certificate of a Responsible Officer of the Borrower certifying that such release or subordination is permitted (or not prohibited) under the terms of this Agreement and such supporting documentation relating to such release as the AdministrativeCollateral Agent may reasonably request. The parties hereto acknowledge and agree that AdministrativeCollateral Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the Administrative Agent may rely conclusively as to any existence, value or collectability of the matters described in this Section 9.10 and Section 11.09 (including as to its authority hereunder and thereunder) on a Collateral, the existence, priority or perfection of the AdministrativeCollateral Agent’s Lien thereon, or any certificate or similar instrument provided to it prepared by any Loan Party without further inquiry in connection therewith, nor shall the AdministrativeCollateral Agent be responsible or investigation, which certificate shall be delivered liable to the Administrative Agent by Lenders for any failure to monitor or maintain any portion of the Loan Parties upon reasonable requestCollateral.
Appears in 1 contract
Collateral and Guaranty Matters. Each Lender hereby agreesWithout limiting the provisions of Section 10.09, each of the Lenders (including in its capacities as a potential Cash Management Bank and each holder of any Note by a potential Hedge Bank) and the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by L/C Issuers irrevocably authorize the Administrative Agent, the Collateral Agent or Required Lenders in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Administrative Agent, the Collateral 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 of the Lenders. Each of the Administrative Agent and the Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any Collateral or Collateral Documents which may be necessary to create, perfect and maintain perfected security interests in and liens upon the Collateral granted pursuant to the Collateral Documents. Each of the Lenders irrevocably authorizes each of the Administrative Agent and the Collateral Agent, at its option, option and in its sole discretion:, but subject to Section 11.20,
(a) to enter into and sign for and on behalf of the Lenders as Secured Parties the Collateral Documents for the benefit of the Lenders and the other Secured Parties;
(b) to automatically release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) upon termination of the Aggregate aggregate Revolving Commitments and payment in full of all Secured the Obligations (other than (A) contingent indemnification obligations, tax gross-up, expense reimbursement or yield protection obligations, in each case, for which no claim has been made that is unsatisfied and (B) obligations and liabilities under Secured Cash Management Obligations, Obligations not yet due Agreements and payable in respect of Secured Hedge Agreements, contingent obligations not yet due and Cash Collateralized or backstopped Letters of Credit) and the expiration or termination of all Letters of Credit (other than Letters of Credit which that have been Cash Collateralized or as to which other arrangements reasonably satisfactory to the Administrative Agent and the applicable L/C Issuers Issuer shall have been made), (ii) at the time the property subject to such Lien that is sold or transferred or to be sold or transferred otherwise disposed of as part of or in connection with any Disposition to a non-Loan Party sale or other disposition permitted hereunder or under any other Loan Document, (iii) subject to as approved in accordance with Section 10.0111.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders or (iv) if the when such property is subject to Liens permitted under Section 8.02(e) (solely to the extent that the Administrative Agent’s Liens on such Lien is owned by a Guarantorassets violate the terms of the documentation governing such Lien) and, upon release to the extent relating to extensions, renewals or replacements of such Guarantor from its obligations under its Guaranty pursuant to Liens, Section 9.10(d)8.02(l) or Section 8.02(f) or (v) upon a Collateral and Guarantee Suspension Period;
(cb) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to another the holder of any Lien (i) permitted to exist on such property and (ii) expressly that is permitted to be senior to the Liens of the Secured Parties under this Agreementby Section 8.02(e); and
(dc) to release any Guarantor from its obligations under the Guaranty (i) if such Person ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary as a result of a transaction or designation permitted hereunder; provided that no such release shall occur under the Loan Documents, (ii) if such Guarantor continues to be Person is designated an Unrestricted Subsidiary in accordance with Section 7.10(e) or (iii) during a guarantor in respect of any Credit Agreement Refinancing Indebtedness, any Junior Financing or any Indebtedness incurred under Section 7.03(v)Collateral and Guarantee Suspension Period. If Upon request by the Administrative Agent requests at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty Guaranty, pursuant to this Section 9.1010.10. In each case as specified in this Section 9.10The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the Administrative Agent will (and each Lender irrevocably authorizes existence, priority or perfection of the Administrative Agent to), at the BorrowerAgent’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such itemLien thereon, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The parties hereto acknowledge and agree that the Administrative Agent may rely conclusively as to any of the matters described in this Section 9.10 and Section 11.09 (including as to its authority hereunder and thereunder) on a certificate or similar instrument provided to it prepared by any Loan Party without further inquiry or investigationin connection therewith, which certificate nor shall be delivered to the Administrative Agent by be responsible or liable to the Loan Parties upon reasonable requestLenders for any failure to monitor or maintain any portion of the Collateral.
Appears in 1 contract
Collateral and Guaranty Matters. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Administrative Agent, the Collateral Agent or Required Lenders in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Administrative Agent, the Collateral 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 of the Lenders. Each of the Administrative Agent and the Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any Collateral or Collateral Documents which may be necessary to create, perfect and maintain perfected security interests in and liens upon the Collateral granted pursuant to the Collateral Documents. Each of the Lenders irrevocably authorizes each of the Administrative Agent and the Collateral Agent, at its option, and in its sole discretion:
(a) to enter into and sign for and on behalf of the Lenders as Secured Parties the Collateral Documents for the benefit of the Lenders and the other Secured Parties;
(b) to automatically release any Lien on any property Liens granted to or held by the Administrative Agent under any Loan Document shall be released as follows: (i) with respect to all such Liens, upon termination of the Aggregate Commitments and payment in full of all Secured Obligations (other than Cash Management contingent indemnification Obligations, Obligations not yet due and payable in respect of Secured Hedge Agreements, contingent obligations not yet due and Cash Collateralized or backstopped Letters of Credit) and the expiration or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized or as to which other arrangements reasonably satisfactory to the Administrative Agent and the applicable L/C Issuers shall have been made), ; (ii) at the time the with respect to any Lien on property subject to such Lien that is sold or transferred Disposed of or to be sold or transferred Disposed of as part of or in connection with any Disposition to a non-Loan Party permitted hereunder or under any other Loan DocumentDocument or under the Senior Credit Agreement, automatically upon such Disposition thereof; and (iii) with respect to any other Lien, and subject to Section 10.019.01, if the release of such Lien is approvedupon approval, authorized authorization or ratified ratification in writing by the Required Lenders or (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to Section 9.10(d);release thereof.
(cb) to subordinate any Lien on any property granted to or held by Borrowers shall be released from their respective Obligations under the Administrative Agent under any Loan Document to another Lien Documents as follows: (i) permitted with respect to exist on such property all Borrowers, upon termination of the Aggregate Commitments and payment in full of all Obligations (other than contingent indemnification Obligations) (provided that the foregoing release shall not apply to any obligations that expressly survive the termination of the applicable Loan Document, repayment of the Obligations or termination of the Aggregate Commitments); (ii) expressly permitted with respect to be senior to the Liens of the Secured Parties under this Agreement; and
(d) to release any Guarantor from its obligations under the Guaranty if such Person that ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary of CDII as a result of a transaction permitted hereunder or designation permitted hereunder; provided that no under the Senior Credit Agreement, automatically upon such release shall occur if such Guarantor continues Person so ceasing to be a guarantor Subsidiary, and (iii) with respect to any other release of a Borrower, and subject to Section 9.01, upon approval, authorization or ratification in respect of any Credit Agreement Refinancing Indebtedness, any Junior Financing or any Indebtedness incurred under Section 7.03(v). If the Administrative Agent requests at any time, writing by the Required Lenders will confirm in writing the Administrative Agent’s authority to of such release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the thereof.
(c) The Administrative Agent will (and each Lender irrevocably authorizes the Administrative Agent to)will, at the Borrower’s 's expense, timely execute and deliver to the applicable Loan Party such documents and notices and take such other actions as such Loan Party the Borrower may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents any Lien or to subordinate its interest in such item, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case Borrower in accordance with the terms of the Loan Documents and this Section 9.10. The parties hereto acknowledge and agree that the Administrative Agent may rely conclusively as to any of the matters described in this Section 9.10 and Section 11.09 (including as to its authority hereunder and thereunder) on a certificate or similar instrument provided to it by any Loan Party without further inquiry or investigation, which certificate shall be delivered to the Administrative Agent by the Loan Parties upon reasonable request9.17.
Appears in 1 contract
Collateral and Guaranty Matters. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Administrative Agent, the Collateral Agent or Required Lenders in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Administrative Agent, the Collateral 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 of the Lenders. Each of the Administrative Agent and the Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any Collateral or Collateral Documents which may be necessary to create, perfect and maintain perfected security interests in and liens upon the Collateral granted pursuant to the Collateral Documents. Each of the Lenders irrevocably authorizes each of the Administrative Agent and the Collateral Agent, at its option, and in its sole discretion:
(a) to enter into and sign for and on behalf of the Lenders as Secured Parties the Collateral Documents for the benefit of the Lenders and the other Secured Parties;
(b) to automatically release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all Secured Obligations (other than Cash Management Obligations, Obligations not yet due and payable in respect of Secured Hedge Agreements, contingent obligations not yet due and Cash Collateralized or backstopped Letters of Credit) and the expiration or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized or as to which other arrangements - 155 - reasonably satisfactory to the Administrative Agent and the applicable L/C Issuers shall have been made), (ii) at the time the property subject to such Lien is sold or transferred or to be sold or transferred as part of or in connection with any Disposition to a non-Loan Party permitted hereunder or under any other Loan Document, (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders or (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to Section 9.10(d);
(c) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to another Lien (i) permitted to exist on such property and (ii) expressly permitted to be senior to the Liens of the Secured Parties under this Agreement; and
(d) to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary as a result of a transaction or designation permitted hereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of any Credit Agreement Refinancing Indebtedness, any Junior Financing or any Indebtedness incurred under Section 7.03(v). If the Administrative Agent requests at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will (and each Lender irrevocably authorizes the Administrative Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The parties hereto acknowledge and agree that the Administrative Agent may rely conclusively as to any of the matters described in this Section 9.10 and Section 11.09 (including as to its authority hereunder and thereunder) on a certificate or similar instrument provided to it by any Loan Party without further inquiry or investigation, which certificate shall be delivered to the Administrative Agent by the Loan Parties upon reasonable request.
Appears in 1 contract
Samples: Credit Agreement (Avantor, Inc.)
Collateral and Guaranty Matters. Each Lender hereby agreesWithout limiting the provisions of Section 9.09, the Lenders and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by L/C Issuer irrevocably authorize the Administrative Agent, the Collateral Agent or Required Lenders in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Administrative Agent, the Collateral 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 of the Lenders. Each of the Administrative Agent and the Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any Collateral or Collateral Documents which may be necessary to create, perfect and maintain perfected security interests in and liens upon the Collateral granted pursuant to the Collateral Documents. Each of the Lenders irrevocably authorizes each of the Administrative Agent and the Collateral Agent, at its option, option and in its sole discretion:,
(a) to enter into and sign for and on behalf of the Lenders as Secured Parties the Collateral Documents for the benefit of the Lenders and the other Secured Parties;
(b) to automatically release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all Secured Obligations (other than (x) contingent indemnification obligations, (y) Obligations under any Guaranteed Cash Management ObligationsAgreement as to which arrangements satisfactory to the applicable Cash Management Bank have been made, and (z) Obligations not yet due and payable in respect of Secured under any Guaranteed Hedge Agreements, contingent obligations not yet due and Cash Collateralized or backstopped Letters of CreditAgreement as to which arrangements satisfactory to the applicable Hedge Bank have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized or as to which other arrangements reasonably satisfactory to the Administrative Agent and the applicable L/C Issuers Issuer shall have been made), (ii) at the time the property subject to such Lien that is sold or transferred otherwise disposed of or to be sold or transferred otherwise disposed of as part of or in connection with any Disposition to a non-Loan Party sale or other disposition permitted hereunder or under any other Loan Document, or (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders or (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to Section 9.10(d)Lenders;
(cb) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to another the holder of any Lien (i) permitted to exist on such property and (ii) expressly that is permitted to be senior to the Liens of the Secured Parties under this Agreementby Section 7.01(i); and
(dc) to release any Subsidiary Guarantor from its obligations under upon (i) the Guaranty if disposition of such Person ceases Subsidiary Guarantor in a transaction permitted hereunder that causes such Subsidiary Guarantor to cease to be a Restricted Subsidiary Subsidiary, (ii) termination of the Aggregate Commitments and payment in full of all Obligations (other than (x) contingent indemnification obligations, (y) Obligations under any Guaranteed Cash Management Agreement as to which arrangements satisfactory to the applicable Cash Management Bank have been made, and (z) Obligations under any Guaranteed Hedge Agreement as to which arrangements satisfactory to the applicable Hedge Bank have been made), or becomes an Excluded (iii) the redesignation of such Subsidiary as a result non-Material Subsidiary in accordance with the terms of a transaction or designation permitted hereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of any Credit Agreement Refinancing Indebtedness, any Junior Financing or any Indebtedness incurred under Section 7.03(v)6.12. If Upon request by the Administrative Agent requests at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release any Subsidiary Guarantor or release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will (and each Lender irrevocably authorizes the Administrative Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The parties hereto acknowledge and agree that the Administrative Agent may rely conclusively as to any of the matters described in this Section 9.10 and Section 11.09 (including as to its authority hereunder and thereunder) on a certificate or similar instrument provided to it by any Loan Party without further inquiry or investigation, which certificate shall be delivered to the Administrative Agent by the Loan Parties upon reasonable request.
Appears in 1 contract
Samples: Credit Agreement (Harte Hanks Inc)
Collateral and Guaranty Matters. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Administrative AgentThe Lenders, the Collateral Agent or Required Lenders in accordance with the provisions of this Agreement or the Collateral Documents, L/C Issuers and the exercise by the Administrative Agent, the Collateral 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 of the Lenders. Each of the Administrative Agent and the Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any Collateral or Collateral Documents which may be necessary to create, perfect and maintain perfected security interests in and liens upon the Collateral granted pursuant to the Collateral Documents. Each of the Lenders Hedging Parties irrevocably authorizes each of the Administrative Agent and authorize the Collateral Agent, at its option, option and in its sole discretion:,
(a) to enter into and sign for and on behalf of the Lenders as Secured Parties the Collateral Documents for the benefit of the Lenders and the other Secured Parties;
(b) to automatically release any Lien on any property granted to or held by the Administrative Collateral Agent under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all Secured Loan Obligations (other than Cash Management Obligations, contingent obligations with respect to which no claim has been asserted) and any Secured Swap Obligations not yet that are due and payable in respect of to the extent the Administrative Agent has received written notice that such Secured Hedge Agreements, contingent obligations not yet Swap Obligations are due and Cash Collateralized or backstopped Letters of Creditpayable (it being understood that the Administrative Agent will give each counterparty under a Secured Swap Obligation at least 5 Business Days notice prior to releasing such Liens) and the expiration or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized or as to which other arrangements reasonably having been entered into satisfactory to the Administrative Agent and the applicable L/C Issuers shall have been madeIssuer to eliminate such L/C Issuer’s credit exposure with respect thereto), (ii) at the time the property subject to such Lien that is sold or transferred or to be sold or transferred as part of or in connection with any Disposition to a non-Loan Party sale permitted hereunder or under any other Loan DocumentDocument to a Person other than Borrower or any Restricted Subsidiary, (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders or (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to Section 9.10(d)clause (c) below;
(cb) to subordinate any Lien on any property granted to or held by the Administrative Collateral Agent under any Loan Document to another the holder of any Lien (i) permitted to exist on such property and (ii) expressly that is permitted to be senior to the Liens of the Secured Parties under this Agreementby Section 7.01(i); and
(dc) to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary as a result of a transaction or designation permitted hereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of any Credit Agreement Refinancing Indebtedness, any Junior Financing or any Indebtedness incurred under Section 7.03(v). If Upon request by the Administrative Collateral Agent requests at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent or the Collateral Agent will (and each Lender irrevocably authorizes the Administrative such Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such itemSecurity Documents, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The parties hereto acknowledge and agree that the Administrative Agent may rely conclusively as to any of the matters described in this Section 9.10 and Section 11.09 (including as to its authority hereunder and thereunder) on a certificate or similar instrument provided to it by any Loan Party without further inquiry or investigation, which certificate shall be delivered to the Administrative Agent by the Loan Parties upon reasonable request.
Appears in 1 contract
Samples: Credit Agreement (Targa Resources Investments Inc.)
Collateral and Guaranty Matters. (a) Upon the occurrence and continuance of a Default, Lenders agree to promptly confer in order that Required Lenders or Lenders, as the case may be, may agree upon a course of action for the enforcement of the Rights of Lenders; and Administrative Agent shall be entitled to refrain from taking any action (without incurring any liability to any Person for so refraining) unless and until Administrative Agent shall have received instructions from Required Lenders. All Rights of action under the Loan Papers and all Rights to the Collateral, if any, hereunder may be enforced by Administrative Agent and any suit or proceeding instituted by Administrative Agent in furtherance of such enforcement shall be brought in its name as Administrative Agent without the necessity of joining as plaintiffs or defendants any other Lender, and the recovery of any judgment shall be for the benefit of Lenders subject to the expenses of Administrative Agent. In actions with respect to any property of any Restricted Company, Administrative Agent is acting for the ratable benefit of each Lender. Any and all agreements to subordinate (whether made heretofore or hereafter) other indebtedness or obligations of any Restricted Company to the Obligation shall be construed as being for the ratable benefit of each Lender.
(b) Each Lender hereby agreesauthorizes and directs Administrative Agent to enter into the Security Documents for the benefit of Lenders. Except to the extent unanimity is required hereunder, and (i) each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, Lender agrees that any action taken by the Administrative Agent, the Collateral Agent or Required Lenders in accordance with the provisions of this Agreement or the Collateral DocumentsLoan Papers, and the exercise by the Administrative Agent, the Collateral 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, and (ii) each Lender agrees that any action taken by Required Lenders in accordance with the provisions of the Lenders. Each Loan Papers, and the exercise by 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.
(c) Administrative Agent and the Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any Collateral or Collateral Security Documents which may be necessary to create, perfect and maintain perfected security interests in and liens the Liens upon the Collateral granted pursuant to the Security Documents.
(d) Administrative Agent shall have no obligation whatsoever to any Lender or to any other Person to assure that the Collateral Documents. Each exists or is owned by any Restricted Company or is cared for, protected, or insured or has been encumbered or that the Liens granted to Administrative Agent herein or pursuant hereto 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, or to continue exercising, any of the Lenders irrevocably authorizes each Rights granted or available to Administrative Agent in this Section 14.9 or in any of the Security Documents; it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, Administrative Agent and the Collateral Agentmay act in any manner it may deem appropriate, at its option, and in its sole discretion:, given Administrative Agent’s own interest in the Collateral as one of Lenders and that Administrative Agent shall have no duty or liability whatsoever to any Lender, other than to act without gross negligence or willful misconduct.
(ae) Lenders irrevocably authorize Administrative Agent (or in the case of Bond Rights, the L/C Issuers), at its option and in its discretion, (i) to enter into and sign for and on behalf of the Lenders as Secured Parties the Collateral Documents for the benefit of the Lenders and the other Secured Parties;
(b) to automatically release any Lien on any property granted to or held by the Administrative Agent under any Loan Document Paper (iA) upon termination of the Aggregate Commitments Total Commitment and payment in full of all Secured Obligations Obligation (other than Cash Management Obligations, Obligations not yet due and payable in respect of Secured Hedge Agreements, contingent obligations not yet due and Cash Collateralized or backstopped Letters of Creditindemnification obligations) and the expiration or termination of all Letters L/Cs, (B) as permitted under Section 9.11, (C) constituting property being sold or disposed of Credit (other than Letters of Credit which have been Cash Collateralized or as to which other arrangements reasonably satisfactory to the permitted under Section 10.10, if Administrative Agent and the applicable L/C Issuers shall have been made), (ii) at the time determines that the property subject to such Lien is being sold or transferred or to be disposed is being sold or transferred as part disposed in accordance with the requirements and limitations of or in connection Section 10.10 and Administrative Agent concurrently receives all mandatory prepayments with any Disposition to a non-Loan Party permitted hereunder or under any other Loan Document, (iii) subject to Section 10.01respect thereto, if the release of such Lien is any, or (D) if approved, authorized or ratified in writing by the Required Lenders or (iv) if the property Lenders, subject to Section 15.9, unless such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to Section 9.10(d);
(c) to subordinate any Lien on any property granted to or Liens are held by the Administrative Agent under any Loan Document to another Lien (i) permitted to exist on such property and Bond Document; (ii) expressly permitted to be senior release (or authorize the release by the applicable L/C Issuer of) any Collateral held by Administrative Agent (or the applicable L/C Issuer) under or pursuant to any Bond Document upon the Liens reimbursement of the Secured Parties under this Agreementany Bond Purchase Drawing in accordance with Section 2.3(j) herein; and
and (diii) to release any Guarantor Restricted Company from its obligations under Guaranty (A) upon full payment of the Guaranty if such Person ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary Obligation, (B) as a result of a transaction or designation permitted hereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of any Credit Agreement Refinancing Indebtedness, any Junior Financing or any Indebtedness incurred under Section 7.03(v). If 9.11, (C) in connection with the sale of disposition of the stock (or other equity interest) issued by such Restricted Company permitted under Section 10.10, if Administrative Agent requests determines that the disposition or sale is in accordance with the requirements and limitations of Section 10.10 and Administrative Agent concurrently receives all mandatory prepayments with respect thereto, if any, or (D) if approved, authorized or ratified in writing by Required Lenders, subject to Section 15.9. Upon request by Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.10. 14.9.
(f) In each case as specified furtherance of the authorizations set forth in this Section 9.1014.9, the each Lender and each L/C Issuer hereby irrevocably appoints Administrative Agent will (its attorney-in-fact, with full power of substitution, for and on behalf of and in the name of each such Lender and each Lender irrevocably authorizes the Administrative Agent tosuch L/C Issuer, (i) to enter into Security Documents (including, without limitation, any appointments of substitute trustees under any Security Document), at the Borrower’s expense, execute and deliver (ii) to take action with respect to the applicable Loan Party such documents Collateral and Security Documents to perfect, maintain, and preserve Lenders’ and the L/C Issuers’ Liens, as such Loan Party may reasonably request applicable, and (iii) to evidence execute instruments of release or to take other action necessary to release Liens upon any Collateral to the release extent authorized in clause (e) hereof. This power of such item of Collateral from attorney shall be liberally, not restrictively, construed so as to give the assignment and security interest granted under greatest latitude to Administrative Agent’s power, as attorney, relative to the Collateral Documents or to subordinate its interest in such item, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The parties hereto acknowledge and agree that the Administrative Agent may rely conclusively as to any of the matters described in this Section 9.10 14.9. The powers and Section 11.09 (including as to its authority hereunder and thereunder) authorities herein conferred on a certificate or similar instrument provided to it by any Loan Party without further inquiry or investigation, which certificate shall be delivered to the Administrative Agent may be exercised by Administrative Agent through any Person who, at the time of the execution of a particular instrument, is an officer of Administrative Agent. The power of attorney conferred by this Section 14.9(f) is granted for valuable consideration and is coupled with an interest and is irrevocable so long as the Obligation, or any part thereof, shall remain unpaid, Lenders are obligated to make any Loans, or the L/C Issuers are obligated to issue L/Cs, under the Loan Parties upon reasonable requestPapers.
Appears in 1 contract
Samples: Credit Agreement (Vail Resorts Inc)
Collateral and Guaranty Matters. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Administrative Agent, the Collateral Agent or Required Lenders in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Administrative Agent, the Collateral 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 of the Lenders. Each of the The Administrative Agent and the Collateral Agent is are each hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to the occurrence and continuance of an Event of Default, to take any action with respect to any Collateral or Collateral Documents which may be necessary to create, perfect and maintain perfected security interests in and liens upon the Collateral granted pursuant to the Collateral Documents. Each of the Lenders irrevocably authorizes each of the Administrative Agent and the Collateral Agent, at its option, and in its sole discretion:: -133
(a) to enter into and sign for and on behalf of the Lenders as Secured Parties the Collateral Documents for the benefit of the Lenders and the other Secured Parties;
(b) to automatically release any Lien on any property granted to or held by the Administrative such Agent under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all Secured Obligations (other than Cash Management Obligations, Obligations not yet due and payable in respect of Secured Hedge Agreements, contingent obligations not yet due and Letters of Credit which have been Cash Collateralized or backstopped Letters of Creditotherwise backstopped) and the expiration or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized or as to which other arrangements reasonably satisfactory to the Administrative Agent, the Collateral Agent and the applicable L/C Issuers shall have been made), (ii) at the time the property subject to such Lien is sold or transferred Disposed or to be sold or transferred Disposed as part of or in connection with any Disposition to a non-Loan Party permitted hereunder or under any other Loan Document, (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders or (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to Section 9.10(d);
(c) to subordinate any Lien on any property granted to or held by the Administrative such Agent under any Loan Document to another Lien (i) permitted to exist on such property and (ii) expressly permitted to be senior to the Liens of the Secured Parties under this Agreement; and
(d) to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary as a result of a transaction or designation permitted hereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of any Credit Agreement Refinancing Indebtedness, any Junior Financing or any other Indebtedness incurred under Section 7.03(v)having an aggregate principal amount in excess of the Threshold Amount. If Upon request by the Administrative Agent requests or the Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative such Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative such Agent will (and each Lender irrevocably authorizes the Administrative each such Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The parties hereto acknowledge Anything contained in any of the Loan Documents to the contrary notwithstanding, the Borrower, the Administrative Agent, the Collateral Agent and each Secured Party hereby agree that (i) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guarantee, it being understood and agreed that all powers, rights and remedies hereunder and under any of the Loan Documents may be exercised solely by the Administrative Agent or the Collateral Agent, as applicable, for the benefit of the Secured Parties in accordance with the terms hereof and thereof and all powers, rights and remedies under the Collateral Documents (other than any Guarantee in favor of the Administrative Agent, which may rely conclusively as to be exercised solely by the Administrative Agent) may be exercised solely by the Collateral Agent for the benefit of the Secured Parties in accordance with the terms thereof, (ii) in the event of a foreclosure or similar enforcement action by the Collateral Agent on any of the matters described Collateral pursuant to a public or private sale or other disposition (including, without limitation, pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or otherwise of the U.S. Bankruptcy Code), the Collateral Agent or any Lender (except, in this each case, with respect to a “credit bid” pursuant to Section 9.10 363(k), Section 1129(b)(2)(a)(ii) or otherwise of the U.S. Bankruptcy Code) may, in its own capacity and Section 11.09 not as an agent for the other Lenders or Secured Parties, be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and (including iii) the Collateral Agent, as to agent for and representative of the Secured Parties (but not any Lender or Lenders in its authority hereunder and thereunderor their respective individual capacities) on a certificate or similar instrument provided to it by any Loan Party without further inquiry or investigation, which certificate shall be delivered entitled, upon instructions from the Required -134 Lenders, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale or disposition, to use and apply any of the Administrative Agent Obligations as a credit on account of the purchase price for any Collateral payable by the Loan Parties upon reasonable requestCollateral Agent at such sale or other disposition.
Appears in 1 contract
Samples: Credit Agreement (Blucora, Inc.)
Collateral and Guaranty Matters. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Administrative Agent, the Collateral Agent or Required Lenders in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Administrative Agent, the Collateral 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 of the Lenders. Each of the The Administrative Agent and the Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to the occurrence and continuance of an Event of Default, to take any action with respect to any Collateral or Collateral Documents which may be necessary to create, perfect and maintain perfected security interests in and liens upon the Collateral granted pursuant to the Collateral Documents. Each Without limiting the provisions of Section 9.09, the Lenders (each including in its capacity as a potential Secured Cash Management Provider or Secured Hedge Bank) and the L/C Issuer irrevocably authorizes each of authorize the Administrative Agent and the Collateral Agent, at its option, option and in its sole discretion:
(a) to enter into and sign for and on behalf of the Lenders as Secured Parties the Collateral Documents (including any subordination or intercreditor agreements with respect to Indebtedness to the extent the Administrative Agent is otherwise contemplated herein as being a party to such intercreditor or subordination agreement) for the benefit of the Lenders and the other Secured Parties;
(b) to automatically release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all Secured Obligations (other than Cash Management Obligations, Obligations not yet due and payable in respect of Secured Hedge Agreements, contingent obligations not yet due and Letters of Credit which have been Cash Collateralized or backstopped Letters otherwise back-stopped by letters of Creditcredit reasonably satisfactory to the applicable L/C Issuers) and the expiration or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized or as to which other arrangements reasonably satisfactory to the Administrative Agent and the applicable relevant L/C Issuers shall have been made), (ii) at the time the property subject to such Lien is sold or transferred Disposed or to be sold or transferred Disposed as part of or in connection with any Disposition to a non-Loan Party permitted hereunder or under any other Loan Document, (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders or Lenders, (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to Section 9.10(d)) or 11.09 or (v) if the property subject to such Lien constitutes Excluded Assets;
(c) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to another Lien (i) permitted to exist on such property and (ii) expressly permitted to be senior to the Liens of the Secured Parties under this AgreementDocument; and
(d) to release any Subsidiary Guarantor from its obligations under the Guaranty if such Person ceases to be Guarantor becomes a Restricted Subsidiary or becomes an Excluded Subsidiary as a result of a transaction or designation permitted hereunderReleased Guarantor in accordance with Section 11.09; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of any Credit Agreement Refinancing Indebtedness, any Junior Financing or any Indebtedness incurred under Section 7.03(v). If Upon request by the Administrative Agent requests at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will (and each Lender irrevocably authorizes the Administrative Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The parties hereto acknowledge and agree that Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent may rely conclusively as to Agent’s Lien thereon, or any of the matters described in this Section 9.10 and Section 11.09 (including as to its authority hereunder and thereunder) on a certificate or similar instrument provided to it prepared by any Loan Party without further inquiry or investigationin connection therewith, which certificate nor shall be delivered to the Administrative Agent by be responsible or liable to the Loan Parties upon reasonable requestLenders for any failure to monitor or maintain any portion of the Collateral.
Appears in 1 contract
