Collateral and Guaranty Matters. The Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent irrevocably authorize the Administrative Agent, at its option and in its discretion, (a) to release any Lien on any Collateral granted to or held by the Administrative Agent under any Loan Document (i) upon termination of the Domestic Revolving Commitments, the Global Revolving Commitments, the Participation FCI Commitments, the Bilateral FCI Issuing Commitments and the Participation FCI Issuing Commitments and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration (without any pending drawing) or termination (or cash collateralization or provision of other credit support as contemplated by this Agreement) of all Letters of Credit and FCIs, (ii) that is transferred or to be transferred as part of or in connection with any Disposition permitted hereunder or under any other Loan Document or any involuntary disposition, or (iii) that is required or contemplated to be released pursuant to the terms of this Agreement or any other Loan Document, or (iv) as approved in accordance with Section 9.2; (b) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property (i) that is permitted by Section 6.3(d), (e), (f), (j), (k), (l) and (m) or (ii) as approved in accordance with Section 9.2; (c) to release any Guarantor from its obligations under the Guarantee and Collateral Agreement (i) if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunder, (ii) if such release is required or contemplated pursuant to the terms of this Agreement or the Guarantee and Collateral Agreement or (iii) as approved in accordance with Section 9.2; or (d) to enter into, on behalf of itself and the Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent, an intercreditor agreement or other agreements for the sharing of collateral pursuant to Section 6.2(i). 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 Guarantee and Collateral Agreement, pursuant to this Section 8.10.
Appears in 2 contracts
Samples: Credit Agreement (SPX Corp), Credit Agreement (SPX Corp)
Collateral and Guaranty Matters. The LendersWithout limiting the provisions of Section 8.11, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent L/C Issuer irrevocably authorize the Administrative Agent or the Collateral Agent, as applicable, at its option and in its discretion,
, (a) to release (i) any Guarantor from its obligations under the Guarantee Agreement and (ii) any Lien on any Collateral property granted to or held by the Administrative Collateral Agent under any Loan Document (i) upon termination of the Domestic Revolving Commitmentsif approved, the Global Revolving Commitments, the Participation FCI Commitments, the Bilateral FCI Issuing Commitments and the Participation FCI Issuing Commitments and payment authorized or ratified in full of all Obligations (other than contingent indemnification obligations) and the expiration (without any pending drawing) or termination (or cash collateralization or provision of other credit support as contemplated by this Agreement) of all Letters of Credit and FCIs, (ii) that is transferred or to be transferred as part of or in connection with any Disposition permitted hereunder or under any other Loan Document or any involuntary disposition, or (iii) that is required or contemplated to be released pursuant to the terms of this Agreement or any other Loan Document, or (iv) as approved writing in accordance with Section 9.2;
9.08, or pursuant to Section 9.18, and (b) to subordinate any Lien on any property granted to or held by the Administrative Collateral Agent under any Loan Document to the holder of any Lien on such property (i) that is permitted by Section 6.3(d), (e), (f), (j), (k), (l) and (m) or (ii) as approved in accordance with Section 9.2;
(c) to release any Guarantor from its obligations under the Guarantee and Collateral Agreement (i) if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunder, (ii) if such release is required or contemplated pursuant to the terms of this Agreement or the Guarantee and Collateral Agreement or (iii) as approved in accordance with Section 9.2; or
(d) to enter into, on behalf of itself and the Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent, an intercreditor agreement or other agreements for the sharing of collateral pursuant to Section 6.2(i6.02(i). Upon request by the Administrative Agent or the Collateral Agent, as applicable, at any time, the Required Lenders will confirm in writing the Administrative Collateral Agent’s authority to release a Guarantor from the Guarantee Agreement or subordinate its interest in particular types or items of propertyproperty in accordance with this Section. The Lenders and the L/C Issuer irrevocably agree that (x) the Collateral Agent may, without any further consent of any Lender, enter into or amend (i) the First Lien Intercreditor Agreement and/or (ii) any intercreditor agreement with the collateral agent or other representatives of the holders of Indebtedness that is permitted to be secured by a Junior Lien on the Collateral that is permitted under this Agreement, (y) the Collateral Agent may rely exclusively on a certificate of a Responsible Officer of Parent as to whether any such other Liens are permitted and (z) any such intercreditor agreement referred to in clause (x) above, entered into by the Collateral Agent, shall be binding on the Secured Parties. No Agent shall have any 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 any certificate prepared by any Loan Party in connection therewith, nor shall any Agent be responsible or liable to release the Lenders for any Guarantor from its obligations under failure to monitor or maintain any portion of the Guarantee and Collateral Agreement, pursuant to this Section 8.10Collateral.
Appears in 2 contracts
Samples: Credit Agreement (EVERTEC, Inc.), Credit Agreement (EVERTEC, Inc.)
Collateral and Guaranty Matters. The Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent irrevocably authorize the Administrative Agent, at its option and in its discretion,
(a) to release any Lien on any Collateral or other property granted to or held by the Administrative Agent under any Loan Document (i) upon termination of the Domestic Revolving Commitments, the Global Revolving Commitments, the Participation FCI Commitments, the Bilateral FCI Issuing Commitments and the Participation FCI Issuing Commitments and payment in full of all Obligations (other than contingent indemnification and reimbursement obligations) and the expiration (without any pending drawing) or termination (or cash collateralization or provision of other credit support as contemplated by this Agreement) of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and FCIsthe applicable Issuing Lender shall have been made), including, without limitation, obligations under Specified Swap Agreement and Bank Services Agreement unless the obligations under such agreements have been cash collateralized or otherwise secured to the satisfaction of the Administrative Agent and any Qualified Counterparty or provider of such Bank Services, as applicable, (ii) that is transferred sold or to be transferred sold, disposed or to be disposed as part of or in connection with any Disposition sale or disposition permitted hereunder or under any other Loan Document or any involuntary dispositionDocument, or (iii) that is required subject to Section 10.1, if approved, authorized or contemplated to be released pursuant to ratified in writing by the terms of this Agreement or any other Loan Document, or (iv) as approved in accordance with Section 9.2Required Lenders;
(b) to subordinate or release any Lien on any Collateral or other property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property (i) that is permitted by Section 6.3(d7.3(g), (e), (f), (j), (k), (l) and (m) or (ii) as approved in accordance with Section 9.2;; and
(c) to release any Guarantor from its obligations under the Guarantee and Collateral Agreement (i) if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunder, (ii) if such release is required or contemplated pursuant to the terms of this Agreement or the Guarantee and Collateral Agreement or (iii) as approved in accordance with Section 9.2; or
(d) to enter into, on behalf of itself and the Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent, an intercreditor agreement or other agreements for the sharing of collateral pursuant to Section 6.2(i). 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. 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 connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral. 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 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 on behalf of the 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, pursuant to have agreed to the foregoing provisions. In furtherance of the foregoing, and not in limitation thereof, no Specified Swap Agreement and no Bank Services 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 Qualified Counterparty or provider of Bank Services shall be deemed to have appointed the Administrative Agent to serve as administrative agent and collateral agent under the Loan Documents and to have agreed to be bound by the Loan Documents as a Secured Party thereunder, subject to the limitations set forth in this Section 8.10paragraph.
Appears in 2 contracts
Samples: Credit Agreement (Cambium Networks Corp), Credit Agreement (Cambium Networks Corp)
Collateral and Guaranty Matters. The Without limiting the provisions of Section 7.13, each of the Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent irrevocably authorize authorizes the Administrative Agent, at its option and in its discretion,
, (a) to cause the Collateral Agent to release any Lien on any Collateral property granted to or held by the Administrative Collateral Agent under any Loan Transaction Document (i) upon termination of the Domestic Revolving Commitments, the Global Revolving Commitments, the Participation FCI Commitments, the Bilateral FCI Issuing Commitments and the Participation FCI Issuing Aggregate Commitments and payment in full of all Obligations (other than (x) contingent indemnification obligationsobligations and (y) obligations and liabilities under Hedge Agreements as to which arrangements satisfactory to the expiration (without any pending drawing) or termination (or cash collateralization or provision of other credit support as contemplated by this Agreement) of all Letters of Credit and FCIsapplicable Hedge Counterparty shall have been made), (ii) that is transferred sold or otherwise disposed of or to be transferred sold or otherwise disposed of as part of or in connection with any Disposition sale or other disposition permitted hereunder or under any other Loan Document or any involuntary dispositionTransaction Document, or (iii) that is required or contemplated to be released pursuant to the terms of this Agreement or any other Loan Document, constitutes “Excluded Collateral,” or (iv) as approved if approved, authorized or ratified in writing in accordance with Section 9.2;
10.2; and (b) if the Partial Release Conditions are satisfied, release any Borrower Subsidiary from its obligations under the Guaranty, Pledge and Security Agreement (and to subordinate release any Lien on any property of such Borrower Subsidiary or on the Equity Interests of such Borrower Subsidiary granted to or held by the Administrative Agent and/or Collateral Agent under any Loan Document to the holder of any Lien on such property (i) that is permitted by Section 6.3(d), (e), (f), (j), (k), (l) and (m) or (ii) as approved in accordance with Section 9.2;
(c) to release any Guarantor from its obligations under the Guarantee and Collateral Agreement (iTransaction Document) if such Person party ceases to be a Restricted Borrower Subsidiary as a result of a Takeout Transaction or if such Person otherwise ceases to be a Borrower Subsidiary as a result of a transaction permitted hereunder, (ii) if such release is required or contemplated pursuant to under the terms of this Agreement or the Guarantee and Collateral Agreement or (iii) as approved in accordance with Section 9.2; or
(d) to enter into, on behalf of itself and the Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent, an intercreditor agreement or other agreements for the sharing of collateral pursuant to Section 6.2(i)Transaction Documents. Upon request by the Administrative Agent at any time, the Required Majority Lenders will confirm in writing the Administrative Agent’s authority to cause the Collateral Agent to release or subordinate its interest in particular types or items of property, property or to release any Guarantor Borrower Subsidiary from its obligations under the Guarantee Guaranty, Pledge and Collateral Agreement, Security Agreement pursuant to this Section 8.107.14. In each case as specified in this Section 7.14, the Administrative Agent will, at the Borrower’s expense, cause the Collateral Agent to 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 release such Borrower Subsidiary from its obligations under the Guaranty, Pledge and Security Agreement in each case in accordance with the terms of the Transaction Documents and this Section 7.14. 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 Collateral Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative 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 (Sunrun Inc.), Credit Agreement (Sunrun Inc.)
Collateral and Guaranty Matters. The Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent irrevocably authorize the Administrative Agent, at its option and in its discretion,
(a) to release any Lien on any Collateral property granted to or held by the Administrative Agent under any Loan Security Document (i) upon termination of the Domestic Revolving Commitments, the Global Revolving Commitments, the Participation FCI Commitments, the Bilateral FCI Issuing Commitments and the Participation FCI Issuing Commitments and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration (without any pending drawing) or termination (or cash collateralization or provision of other credit support as contemplated by this Agreement) of all Letters of Credit and FCIsCredit, (ii) that is transferred or to be transferred as part of or in connection with any Disposition permitted hereunder or under any other Loan Document or any involuntary dispositionDocument, or (iii) that is required subject to Article XI hereof if approved, authorized or contemplated to be released pursuant to ratified in writing by the terms of this Agreement or any other Loan Document, or (iv) as approved in accordance with Section 9.2Required Lenders;
(b) to subordinate any Lien on any property or asset granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property (i) Property that is permitted by Section 6.3(d), (e), (f), (j), (k), (l) and (m) or (ii) as approved in accordance with Section 9.27.02;
(c) to release any Guarantor Company party to the Subsidiary Agreement from its obligations under the Guarantee and Collateral Agreement (i) thereunder if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunder, (ii) if such release is required or contemplated pursuant to the terms of this Agreement or the Guarantee and Collateral Agreement or (iii) as approved in accordance with Section 9.2; or;
(d) to release any Lien on any property or assets granted to or held by the Agent under the Parent Pledge Agreement upon termination of the Parent Term Loan Agreement and payment in full of all obligations (other than contingent indemnification obligations) of the Parent thereunder;
(e) to enter into, on behalf of itself and the Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent, into an intercreditor agreement or other agreements for with the sharing agent and/or lenders under the New Revolving Credit Facility so long as such facility is permitted by the terms of collateral pursuant this Agreement; and
(f) enter into any amendments to Section 6.2(i)any Security Document as the Agent shall deem reasonably necessary to give effect to the transfer of agency from the Resigning Agent to the Successor Agent in connection with the transactions contemplated by the Resignation and Assignment Agreement. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s 's authority to release or subordinate its interest in particular types or items of propertyproperty or assets, or to release any Guarantor Subsidiary from its obligations under the Guarantee and Collateral Subsidiary Agreement, or to release the Parent from its obligations under the Parent Pledge Agreement pursuant to this Section 8.1010.12. Nothing contained herein shall be deemed to authorize the Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize the Agent to vote in respect of the claim of any Lender in any such proceeding.
Appears in 2 contracts
Samples: Credit Agreement (Pegasus Communications Corp /), Credit Agreement (Pegasus Communications Corp /)
Collateral and Guaranty Matters. The Lenders, the Issuing Lenders, the FCI Issuing Lenders Bank and the Foreign Trade Facility Agent Swingline Lender irrevocably authorize the Administrative Agent, at its option and in its discretion,
(a) to transfer or release any Lien on any Collateral granted to or held by the Administrative Agent under any Loan Document (i) upon termination of the Domestic Revolving Commitments, the Global Revolving Commitments, the Participation FCI Commitments, the Bilateral FCI Issuing Commitments and the Participation FCI Issuing Commitments and payment and satisfaction in full of all Obligations (other than contingent indemnification obligations) and the expiration (without any pending drawing) or termination (or cash collateralization or provision of other credit support as contemplated by this Agreement) of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to Administrative Agent, Swingline Lender and FCIsIssuing Bank shall have been made), (ii) that is transferred sold or to be transferred sold as part of or in connection with any Disposition sale permitted hereunder or under any other Loan Document or any involuntary dispositionDocument, or (iii) that is required subject to Section 11.01, if approved, authorized or contemplated to be released pursuant to the terms of this Agreement or any other Loan Documentratified in writing by Required Lenders, or (iv) as approved in accordance with the provisions of Section 9.24.09, (v) from and after the occurrence of the Permitted Bridge Credit Agreement Transaction, in accordance with the Intercreditor Agreement, (vi) concurrently with Parent or Borrower obtaining Investment Grade Ratings from both S&P and Mxxxx’x or, if earlier, following the occurrence of a Credit Rating Election Event upon the written request of Borrower or (vii) after foreclosure or other acquisition of title if approved by Required Lenders;
(b) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property (i) that is permitted by Section 6.3(d), (e), (f), (j), (k), (l) and (m) or (ii) as approved in accordance with Section 9.2;
(c) to release any Subsidiary Guarantor from its obligations under any Subsidiary Guaranty if such Person, or the Guarantee and Collateral Agreement limited partnership in which such Person is the general partner, ceases to own a Borrowing Base Property; and
(ic) if all or any portion of the Collateral is acquired by foreclosure or by deed in lieu of foreclosure, Administrative Agent shall take title to the collateral in its name or by an Affiliate of Administrative Agent, but for the benefit of all Lenders in their Applicable Revolving Percentages and/or Applicable Term Loan Percentages, as applicable, on the date of the foreclosure sale or recordation of the deed in lieu of foreclosure. Administrative Agent and all Lenders hereby expressly waive and relinquish any right of partition with respect to any Collateral so acquired. In its capacity, Administrative Agent is a “representative” of the Lenders, Swingline Lender and Issuing Bank within the meaning of the term “secured party” as defined in the New York Uniform Commercial Code. Each Lender, Swingline Lender and Issuing Bank authorizes Administrative Agent to enter into each of the Security Documents to which it is a party and , concurrently with the consummation of the Permitted Bridge Credit Agreement Transaction, enter into the Intercreditor Agreement, and to take all action contemplated by such Person ceases documents. Each Lender, Swingline Lender and Issuing Bank agrees that no Lender (other than Administrative Agent), Swingline Lender or Issuing Bank shall have the right individually to seek to realize upon the security granted by any Security Document, it being understood and agreed that such rights and remedies may be a Restricted Subsidiary as a result exercised solely by Administrative Agent for the benefit of a transaction permitted hereunderthe Lenders, (ii) if such release is required or contemplated pursuant to Swingline Lender and Issuing Bank upon the terms of this Agreement or the Guarantee Security Documents. In the event that any Collateral is hereafter pledged by any Person as collateral security for the Obligations, Administrative Agent is hereby authorized, and Collateral Agreement or (iii) as approved in accordance with Section 9.2; or
(d) hereby granted a power of attorney, to enter into, execute and deliver on behalf of itself and the Lenders, Swingline Lender and Issuing Bank any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of Administrative Agent on behalf of the Issuing Lenders, the FCI Swingline Lender and Issuing Lenders and the Foreign Trade Facility Agent, an intercreditor agreement or other agreements for the sharing of collateral pursuant to Section 6.2(i)Bank. 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 Guarantee and Collateral Agreement, Guaranty pursuant to this Section 8.1010.10. Upon any sale or transfer of assets constituting Collateral which is permitted pursuant to Section 10.10(a)(ii), or consented to in writing by the Required Lenders or all of the Lenders, as applicable, and upon at least five (5) Business Days’ prior written request by Borrower to Administrative Agent, Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to Administrative Agent for the benefit of the Lenders herein or pursuant hereto upon the Collateral that was sold or transferred; provided, however, that (i) Administrative Agent shall not be required to execute any such document on terms which, in Administrative Agent’s opinion, would expose Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Borrower or any Subsidiary in respect of) all interests retained by Borrower or any Subsidiary, including (without limitation) the proceeds of the sale, all of which, if applicable, shall continue to constitute part of the Collateral.
Appears in 2 contracts
Samples: Credit Agreement (American Realty Capital Properties, Inc.), Credit Agreement (American Realty Capital Trust III, Inc.)
Collateral and Guaranty Matters. The Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent irrevocably authorize the Administrative Agent, at its option and in its discretion,
(a) to release any Lien on any Collateral or other property granted to or held by the Administrative Agent under any Loan Document (i) upon termination the Discharge of the Domestic Revolving Commitments, the Global Revolving Commitments, the Participation FCI Commitments, the Bilateral FCI Issuing Commitments and the Participation FCI Issuing Commitments and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration (without any pending drawing) or termination (or cash collateralization or provision of other credit support as contemplated by this Agreement) of all Letters of Credit Credit, Bank Services and FCIsSpecified Swap Agreements (other than Letters of Credit, Bank Services and Specified Swap Agreements the Obligations in respect of which have been Cash Collateralized in an amount equal to 105% thereof in accordance with the terms hereof or, with respect to Bank Services or Specified Swap Agreements, as to which other arrangements satisfactory to the Administrative Agent, Bank Services Provider and applicable Qualified Counterparty, as applicable, shall have been made), (ii) that is transferred sold or otherwise disposed of or to be transferred sold or otherwise disposed of as part of or in connection with any Disposition sale or other disposition permitted hereunder or under any other Loan Document or any involuntary dispositionDocument, or (iii) that is subject to Section 10.1, if approved, authorized or ratified in writing by the Required Lenders or such other threshold of requisite threshold of Lenders required or contemplated to be released pursuant to the terms of this Agreement or any other Loan Document, or (iv) as approved in accordance with under Section 9.210.1;
(b) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property (i) that is permitted by Section 6.3(d), (e), (f), (j), (k), (l) and (m) or (ii) as approved in accordance with Section 9.2;[reserved]; and
(c) to release any Guarantor from its obligations under the Guarantee and Collateral Agreement (i) if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunder, (ii) if such release is required or contemplated pursuant to under the terms of this Agreement or the Guarantee and Collateral Agreement or (iii) as approved in accordance with Section 9.2; orLoan Documents.
(d) to enter into, on behalf of itself and the Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent, an intercreditor agreement or other agreements for the sharing of collateral pursuant to Section 6.2(i). 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 Guarantee and Collateral Agreement, Guaranty pursuant to this Section 8.109.10.
(e) 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 connection therewith, nor shall the Administrative 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: Senior Secured Credit Agreement (Fitbit Inc), Credit Agreement (Fitbit Inc)
Collateral and Guaranty Matters. The LendersWithout limiting the provisions of Section 10.09, each of the Issuing Lenders, Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) and each of the FCI Issuing Lenders and the Foreign Trade Facility Agent L/C Issuers irrevocably authorize the Administrative Agent, at its option and in its discretion,:
(a) to release any Lien on any Collateral property granted to or held by the Administrative Agent under any Loan Document (i) upon termination of the Domestic Revolving Commitments, the Global Revolving Commitments, the Participation FCI Commitments, the Bilateral FCI Issuing Commitments and the Participation FCI Issuing Commitments and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration (without any pending drawing) or termination (or cash collateralization or provision of other credit support as contemplated by this Agreement) of all Letters of Credit and FCIsFacility Termination Date, (ii) that is transferred sold or to be transferred otherwise disposed of as part of or in connection with any Disposition sale or other disposition permitted hereunder or under any other Loan Document or any involuntary disposition, Recovery Event or (iii) that is required or contemplated to be released pursuant to the terms of this Agreement or any other Loan Document, or (iv) as approved in accordance with Section 9.211.01;
(b) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property (i) that is permitted by Section 6.3(d8.01(i), (e), (f), (j), (k), (l) and (m) or (ii) as approved in accordance with Section 9.2;; and
(c) to release any Guarantor from its obligations under the Guarantee and Collateral Agreement (i) Guaranty if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunder, (ii) if such release is required or contemplated pursuant to under the terms of this Agreement or the Guarantee and Collateral Agreement or (iii) as approved in accordance with Section 9.2; or
(d) to enter into, on behalf of itself and the Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent, an intercreditor agreement or other agreements for the sharing of collateral pursuant to Section 6.2(i)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 Guarantee and Collateral AgreementGuaranty, pursuant to this Section 8.1010.10. 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 connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral. The following sub-sections apply in relation to the UK Collateral Documents and the Liens created thereby:
(i) The Administrative Agent shall hold the Liens created by the UK Collateral Documents on trust for each of the Secured Parties on the terms contained in this Section 10.10 and in the UK Collateral Documents.
(ii) Each of the Secured Parties authorizes the Administrative Agent to perform the duties, obligations and responsibilities and to exercise the rights, powers, authorities and discretions specifically given to it in its capacity as security trustee in respect of the UK Collateral Documents together with any other incidental rights, powers, authorities and discretions.
(iii) Notwithstanding its appointment as security trustee under the UK Collateral Documents, the Administrative Agent shall have only those duties, obligations and responsibilities expressly specified in the Loan Documents (and no others shall be implied), and the Administrative Agent (in its capacity as security trustee under the UK Collateral Documents) is not obliged to do or omit to do anything if it would, or might in its reasonable opinion, constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.
(iv) The rights, powers, authorities and discretions given to the Administrative Agent under the Loan Documents shall be supplemental to the United Kingdom Trustee Xxx 0000 and the Xxxxxx Xxxxxxx Xxxxxxx Xxx 0000 and in addition to any which may be vested in the Administrative Agent in its capacity as security trustee under the UK Collateral Documents by law or regulation or otherwise.
(v) Section 1 of the United Kingdom Trustee Act 2000 shall not apply to the duties of the Administrative Agent in relation to the trusts constituted in respect of the UK Collateral Documents. Where there are any inconsistencies between the United Kingdom Trustee Xxx 0000 or the Xxxxxx Xxxxxxx Xxxxxxx Xxx 0000 and the provisions of the Loan Documents, the provisions of the Loan Documents shall, to the extent permitted by law and regulation, prevail and, in the case of any inconsistency with the United Kingdom Trustee Xxx 0000, the provisions of the Loan Documents shall constitute a restriction or exclusion for the purposes of that Act.
(vi) Nothing in any Loan Document constitutes the Administrative Agent as an agent, trustee or fiduciary of any Loan Party.
(vii) The Administrative Agent shall not be bound to account to any Secured Party for any sum or the profit element of any sum received by it for its own account.
Appears in 2 contracts
Samples: Credit Agreement (ironSource LTD), Credit Agreement (ironSource LTD)
Collateral and Guaranty Matters. The Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent irrevocably authorize the Administrative Agent, at its option and in its discretion,
(a) to release any Lien on any Collateral or other property granted to or held by the Administrative Agent under any Loan Document (i) upon termination the Discharge of the Domestic Revolving Commitments, the Global Revolving Commitments, the Participation FCI Commitments, the Bilateral FCI Issuing Commitments and the Participation FCI Issuing Commitments and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration (without any pending drawing) or termination (or cash collateralization or provision of other credit support as contemplated by this Agreement) of all Letters of Credit and FCIsSpecified Swap Agreements (other than Letters of Credit and Specified Swap Agreements the Obligations in respect of which have been Cash Collateralized in an amount equal to 105% thereof in accordance with the terms hereof or as to which other arrangements satisfactory to the Administrative Agent, the Issuing Lender or any applicable Qualified Counterparty, as applicable, shall have been made), (ii) that is transferred sold or otherwise disposed of or to be transferred sold or otherwise disposed of as part of or in connection with any Disposition sale or other disposition permitted hereunder or under any other Loan Document or any involuntary dispositionDocument, or (iii) that is required subject to Section 10.1, if approved, authorized or contemplated to be released pursuant to ratified in writing by the terms of this Agreement or any other Loan Document, or (iv) as approved in accordance with Section 9.2Required Lenders;
(b) to subordinate any Lien on any Collateral or other property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property (i) that is permitted by Section 6.3(d), (e), (f), (j), (k), (lSections 7.3(g) and (m) or (ii) as approved in accordance with Section 9.2;i); and
(c) to release any Guarantor from its obligations under the Guarantee and Collateral Agreement (i) if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunder, (ii) if such release is required or contemplated pursuant to under the terms of this Agreement or the Guarantee and Collateral Agreement or (iii) as approved in accordance with Section 9.2; orLoan Documents.
(d) to enter into, on behalf of itself and the Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent, an intercreditor agreement or other agreements for the sharing of collateral pursuant to Section 6.2(i). 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 Guarantee and Collateral Agreement, Guaranty pursuant to this Section 8.109.10.
(e) 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 connection therewith, nor shall the Administrative 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 (ShoreTel Inc), Credit Agreement (Extreme Networks Inc)
Collateral and Guaranty Matters. The Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent irrevocably authorize the Administrative Agent, at its option and in its discretion,
(a) to release any Lien on any Collateral or other property granted to or held by the Administrative Agent under any Loan Document (i) upon termination the Discharge of the Domestic Revolving Commitments, the Global Revolving Commitments, the Participation FCI Commitments, the Bilateral FCI Issuing Commitments and the Participation FCI Issuing Commitments and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration (without any pending drawing) or termination (or cash collateralization or provision of other credit support as contemplated by this Agreement) of all Letters of Credit Credit, Bank Services and FCIsSpecified Swap Agreements (other than Letters of Credit, Bank Services and Specified Swap Agreements the Obligations in respect of which have been Cash Collateralized in an amount equal to 105% thereof in accordance with the terms hereof or as to which other arrangements satisfactory to the Administrative Agent, the Issuing Lender, provider of Bank Services or any applicable Qualified Counterparty, as applicable, shall have been made), (ii) that is transferred sold or otherwise disposed of or to be transferred sold or otherwise disposed of as part of or in connection with any Disposition sale or other disposition permitted hereunder or under any other Loan Document or any involuntary dispositionDocument, or (iii) that is required subject to Section 10.1, if approved, authorized or contemplated to be released pursuant to ratified in writing by the terms of this Agreement or any other Loan Document, or (iv) as approved in accordance with Section 9.2Required Lenders;
(b) to subordinate any Lien on any Collateral or other property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property (i) that is permitted by Section 6.3(d), (e), (f), (j), (k), (lSections 7.3(g) and (m) or (ii) as approved in accordance with Section 9.2;i); and
(c) to release any Guarantor from its obligations under the Guarantee and Collateral Agreement (i) if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunder, (ii) if such release is required or contemplated pursuant to under the terms of this Agreement or the Guarantee and Collateral Agreement or (iii) as approved in accordance with Section 9.2; orLoan Documents.
(d) to enter into, on behalf of itself and the Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent, an intercreditor agreement or other agreements for the sharing of collateral pursuant to Section 6.2(i). 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.
(e) 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 connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.
(f) No Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee of the Secured Obligations, it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Administrative Agent on behalf of the 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 in an Insolvency 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 the 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 Secured 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 Secured Obligations provided under the Loan Documents, to have agreed to the foregoing provisions. In furtherance of the foregoing and not in limitation thereof, no Swap Agreement the obligations under which constitute Secured 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 in the Guarantee and Collateral Agreement. By accepting the benefits of the Collateral, pursuant each Secured Party that is a party to any such Hedging Agreement shall be deemed to have appointed the Administrative Agent to serve as administrative agent and collateral agent under the Loan Documents and agreed to be bound by the Loan Documents as a Secured Party thereunder, subject to the limitations set forth in this Section 8.10paragraph.
Appears in 2 contracts
Samples: Credit Agreement (Everyday Health, Inc.), Credit Agreement (Everyday Health, Inc.)
Collateral and Guaranty Matters. The Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent irrevocably authorize the Administrative Agent, at its option and in its discretion,
(a) to release any Lien on any Collateral or other property granted to or held by the Administrative Agent under any Loan Document (i) upon termination the Discharge of the Domestic Revolving Commitments, the Global Revolving Commitments, the Participation FCI Commitments, the Bilateral FCI Issuing Commitments and the Participation FCI Issuing Commitments and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration (without any pending drawing) or termination (or cash collateralization or provision of other credit support as contemplated by this Agreement) of all Letters of Credit and FCIsSpecified Swap Agreements (other than Letters of Credit and Specified Swap Agreements the Obligations in respect of which have been Cash Collateralized in an amount equal to 105% (or, in the case of Letters of Credit denominated in a currency other than U.S. Dollars, 110%) thereof in accordance with the terms hereof or as to which other arrangements satisfactory to the Administrative Agent, the Issuing Lender or any applicable Qualified Counterparty, as applicable, shall have been made), (ii) that is transferred sold or otherwise disposed of or to be transferred sold or otherwise disposed of as part of or in connection with any Disposition sale or other disposition permitted hereunder or under any other Loan Document or any involuntary dispositionDocument, or (iii) that is required subject to Section 10.1, if approved, authorized or contemplated to be released pursuant to ratified in writing by the terms of this Agreement or any other Loan Document, or (iv) as approved in accordance with Section 9.2Required Lenders;
(b) to subordinate any Lien on any Collateral or other property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property (i) that is permitted by Section 6.3(d), (e), (f), (j), (k), (lSections 7.3(g) and (m) or (ii) as approved in accordance with Section 9.2;i); and
(c) to release any Guarantor from its obligations under the Guarantee and Collateral Agreement (i) if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunder, (ii) if such release is required or contemplated pursuant to under the terms of this Agreement or the Guarantee and Collateral Agreement or (iii) as approved in accordance with Section 9.2; orLoan Documents.
(d) to enter into, on behalf of itself and the Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent, an intercreditor agreement or other agreements for the sharing of collateral pursuant to Section 6.2(i). 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 Guarantee and Collateral Agreement, Agreement pursuant to this Section 8.109.10.
(e) 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 connection therewith, nor shall the Administrative 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 (Radisys Corp), Credit Agreement (Radisys Corp)
Collateral and Guaranty Matters. The Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent irrevocably authorize the Administrative Agent, at its option and in its discretion,
(a) to release any Lien on any Collateral or other property granted to or held by the Administrative Agent under any Loan Document (i) upon termination the Discharge of the Domestic Revolving Commitments, the Global Revolving Commitments, the Participation FCI Commitments, the Bilateral FCI Issuing Commitments and the Participation FCI Issuing Commitments and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration (without any pending drawing) or termination (or cash collateralization or provision of other credit support as contemplated by this Agreement) of all Letters of Credit Credit, Bank Services and FCIsSpecified Swap Agreements (other than Letters of Credit, Bank Services and Specified Swap Agreements the Obligations in respect of which have been Cash Collateralized in an amount equal to 103% thereof in accordance with the terms hereof or as to which other arrangements satisfactory to the Administrative Agent, the Issuing Lender, provider of Bank Services or any applicable Qualified Counterparty, as applicable, shall have been made), (ii) that is transferred sold or otherwise disposed of or to be transferred sold or otherwise disposed of as part of or in connection with any Disposition sale or other disposition permitted hereunder or under any other Loan Document or any involuntary dispositionDocument, or (iii) that is required subject to Section 10.1, if approved, authorized or contemplated to be released pursuant to ratified in writing by the terms of this Agreement or any other Loan Document, or (iv) as approved in accordance with Section 9.2Required Lenders;
(b) to subordinate any Lien on any Collateral or other property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property (i) that is permitted by Section 6.3(d), (e), (f), (j), (k), (lSections 7.3(g) and (m) or (ii) as approved in accordance with Section 9.2;i); and
(c) to release any Guarantor from its obligations under the Guarantee and Collateral Agreement (i) if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunder, (ii) if such release is required or contemplated pursuant to under the terms of this Agreement or the Guarantee and Collateral Agreement or (iii) as approved in accordance with Section 9.2; orLoan Documents.
(d) to enter into, on behalf of itself and the Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent, an intercreditor agreement or other agreements for the sharing of collateral pursuant to Section 6.2(i). 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.
(e) 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 connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.
(f) No Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee of the Secured Obligations, it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Administrative Agent on behalf of the 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 in an Insolvency 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 the 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 Secured 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 Secured Obligations provided under the Loan Documents, to have agreed to the foregoing provisions. In furtherance of the foregoing and not in limitation thereof, no Swap Agreement the obligations under which constitute Secured 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 in the Guarantee and Collateral Agreement. By accepting the benefits of the Collateral, pursuant each Secured Party that is a party to any such Hedging Agreement shall be deemed to have appointed the Administrative Agent to serve as administrative agent and collateral agent under the Loan Documents and agreed to be bound by the Loan Documents as a Secured Party thereunder, subject to the limitations set forth in this Section 8.10paragraph.
Appears in 2 contracts
Samples: Credit Agreement (Alarm.com Holdings, Inc.), Credit Agreement (Alarm.com Holdings, Inc.)
Collateral and Guaranty Matters. The Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent irrevocably authorize the Administrative Agent, at its option and in its discretion,
(a) to release any Lien on any Collateral or other property granted to or held by the Administrative Agent under any Loan Document (i) upon termination the Discharge of the Domestic Revolving Commitments, the Global Revolving Commitments, the Participation FCI Commitments, the Bilateral FCI Issuing Commitments and the Participation FCI Issuing Commitments and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration (without any pending drawing) or termination (or cash collateralization or provision of other credit support as contemplated by this Agreement) of all Letters of Credit Credit, Bank Services and FCIsSpecified Swap Agreements (other than Letters of Credit, Bank Services and Specified Swap Agreements the Obligations in respect of which have been Cash Collateralized in an amount equal to 105% thereof in accordance (110% to the extent denominated in a currency other than Dollars) with the terms hereof or as to which other arrangements satisfactory to the Administrative Agent, the Issuing Lender, provider of Bank Services or any applicable Qualified Counterparty, as applicable, shall have been made), (ii) that is transferred sold or otherwise disposed of or to be transferred sold or otherwise disposed of as part of or in connection with any Disposition sale or other disposition permitted hereunder or under any other Loan Document or any involuntary dispositionDocument, or (iii) that is required subject to Section 10.1, if approved, authorized or contemplated to be released pursuant to ratified in writing by the terms of this Agreement or any other Loan Document, or (iv) as approved in accordance with Section 9.2Required Lenders;
(b) to subordinate any Lien on any Collateral or other property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property (i) that is permitted by Section 6.3(d), (e), (f), (j), (k), (lSections 7.3(g) and (m) or (ii) as approved in accordance with Section 9.2;i); and
(c) to release any Guarantor from its obligations under the Guarantee and Collateral Agreement (i) if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunder, (ii) if such release is required or contemplated pursuant to under the terms of this Agreement or the Guarantee and Collateral Agreement or (iii) as approved in accordance with Section 9.2; orLoan Documents.
(d) to enter into, on behalf of itself and the Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent, an intercreditor agreement or other agreements for the sharing of collateral pursuant to Section 6.2(i). 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 Guarantee and Collateral Agreement, Guaranty pursuant to this Section 8.109.10.
(e) 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 connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.
Appears in 1 contract
Samples: Credit Agreement (Telecommunication Systems Inc /Fa/)
Collateral and Guaranty Matters. (a) The Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent irrevocably authorize the Administrative Agent, at its option and in its discretion,
(ai) to release any Lien on any Collateral or other property granted to or held by the Administrative Agent under any Loan Document (i) upon termination the Discharge of the Domestic Revolving Commitments, the Global Revolving Commitments, the Participation FCI Commitments, the Bilateral FCI Issuing Commitments and the Participation FCI Issuing Commitments and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration (without any pending drawing) or termination (or cash collateralization or provision of other credit support as contemplated by this Agreement) of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and FCIsthe applicable Issuing Lender shall have been made), (ii) that is transferred sold or otherwise disposed of or to be transferred sold or otherwise disposed of as part of or in connection with any Disposition sale or other disposition permitted hereunder or under any other Loan Document or any involuntary dispositionDocument, or (iii) that is required subject to Section 10.1, if approved, authorized or contemplated to be released pursuant to ratified in writing by the terms of this Agreement or any other Loan Document, or (iv) as approved in accordance with Section 9.2Required Lenders;
(bii) to subordinate any Lien on any Collateral or other property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property (i) that is permitted by Section 6.3(d), clause (e), (f), (j), (k), (lc) and (m) or (ii) as approved in accordance with Section 9.2of the definition of Permitted Lien;
(ciii) to release any Guarantor from its obligations under the Guarantee and Collateral Agreement (i) if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunderunder the Loan Documents; and
(b) for the avoidance of doubt, (ii) if such release is required or contemplated pursuant notwithstanding anything to the terms of this Agreement contrary contained herein or the Guarantee and Collateral Agreement or (iii) as approved in accordance with Section 9.2; or
(d) to enter into, on behalf of itself and the Lendersany other Loan Document, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent, an intercreditor agreement or other agreements for the sharing of collateral pursuant to Administrative Agent is hereby irrevocably authorized by each Lender take any action permitted by Section 6.2(i)10.16. 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.
(c) 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 connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.
(d) 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 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 on behalf of the 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, pursuant 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 to have agreed to be bound by the Loan Documents as a Secured Party thereunder, subject to the limitations set forth in this Section 8.10paragraph.
Appears in 1 contract
Samples: Credit Agreement (UiPath, Inc.)
Collateral and Guaranty Matters. The LendersSubject to the Swap Intercreditor Agreement, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent irrevocably authorize the Administrative Agent, at its option and in its discretion,
(a) to release any Lien on any Collateral granted to or held by each Lender hereby authorizes the Administrative Agent under any Loan Document (i) upon termination of the Domestic Revolving Commitments, the Global Revolving Commitments, the Participation FCI Commitments, the Bilateral FCI Issuing Commitments and the Participation FCI Issuing Commitments and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration (without any pending drawing) or termination to release (or cash collateralization or provision of other credit support as contemplated by this Agreementinstruct the Collateral Agent to release) of all Letters of Credit and FCIs, (ii) any Collateral that it is transferred or permitted to be transferred as part of sold or in connection with any Disposition permitted hereunder or under any other Loan Document or any involuntary disposition, or (iii) that is required or contemplated to be released pursuant to the terms of this Agreement or any other the Loan Document, or Documents (iv) as approved in accordance with Section 9.2;
(b) to subordinate any Lien on any property granted to or held by it being understood and agreed that the Administrative Agent under any Loan Document may conclusively rely without further inquiry on a certificate of a Responsible Officer as to the holder sale or other disposition of property being made in full compliance with the provisions of the Loan Documents). Each Lender hereby authorizes the Administrative Agent to execute and deliver (or instruct the Collateral Agent to execute and deliver) to the Borrower, at the Borrower’s sole cost and expense, any Lien on and all releases of Liens, termination statements, assignments or other documents reasonably requested by the Borrower in connection with any Disposition of Collateral to the extent such property (i) that Disposition is permitted by Section 6.3(d), (e), (f), (j), (k), (l) and (m) or (ii) as approved in accordance with Section 9.2;
(c) to release any Guarantor from its obligations under the Guarantee and Collateral Agreement (i) if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunder, (ii) if such release is required or contemplated pursuant to the terms of this Agreement or is otherwise authorized by the Guarantee and Collateral Agreement or (iii) as approved in accordance with Section 9.2; or
(d) to enter into, on behalf terms of itself and the Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent, an intercreditor agreement or other agreements for the sharing of collateral pursuant to Section 6.2(i)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 and/or subordinate its interest in particular types or items of propertyCollateral pursuant to this Article IX. The Administrative Agent shall have no obligation whatsoever to any Lender or any other person to investigate, confirm or assure that the Collateral exists or is owned by any Credit Party or is cared for, protected or insured or has been encumbered, or that any particular items of Collateral meet the eligibility criteria applicable in respect of the Loans hereunder, or that the liens and security interests granted to the Administrative Agent pursuant hereto or any of the Loan Documents or otherwise have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to release exercise at all or in any Guarantor from its obligations particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the Guarantee rights, authorities and powers granted or available to the Administrative Agent in this Agreement or in any of the other Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, subject to the other terms and conditions contained herein, the Administrative Agent shall have no duty or liability whatsoever to any other Lender. The Administrative Agent and each Lender hereby appoint each other as agent for the purpose of perfecting the Administrative Agent’s security interest in assets which, in accordance with the Uniform Commercial Code in any applicable jurisdiction, can be perfected by possession or control. Should any Lender (other than the Administrative Agent) obtain possession or control of any such assets, such Lender shall notify the Administrative Agent thereof, and, promptly upon the Administrative Agent’s request therefor, shall deliver such assets to the Administrative Agent or in accordance with the Administrative Agent’s instructions or transfer control to the Administrative Agent in accordance with the Administrative Agent’s instructions. Each Lender agrees that it will not have any right individually to enforce or seek to enforce any Security Instrument or to realize upon any Collateral Agreementfor the Loans unless instructed to do so by the Administrative Agent (or consented to by Administrative Agent, pursuant to this as provided in Section 8.107.08), it being understood and agreed that such rights and remedies may be exercised only by Administrative Agent.
Appears in 1 contract
Collateral and Guaranty Matters. The Lenders, the Issuing Lenders, the FCI Issuing Lenders L/C Issuer and the Foreign Trade Facility Agent Hedging Parties irrevocably authorize the Administrative Collateral Agent, at its option and in its discretion,, Table of Contents
(a) to release any Lien on any Collateral property granted to or held by the Administrative Collateral Agent under any Loan Document (i) upon termination of the Domestic Revolving Commitments, the Global Revolving Commitments, the Participation FCI Commitments, the Bilateral FCI Issuing Commitments and the Participation FCI Issuing Aggregate Commitments and payment in full of all Obligations, the Cash Management Obligations and the Secured Swap Obligations (other than contingent indemnification obligations) and the expiration (without any pending drawing) or termination (or cash collateralization or provision of other credit support as contemplated by this Agreement) of all Letters of Credit and FCIsCredit, (ii) that is transferred sold or to be transferred sold as part of or in connection with any Disposition sale permitted hereunder or under any other Loan Document or any involuntary dispositionDocument, or (iii) that is required subject to Section 10.01, if approved, authorized or contemplated to be released pursuant ratified in writing by the Required Lenders or, except to the terms extent that any such loss of this Agreement perfection or any other Loan Document, priority results from the failure of the Administrative Agent or the Collateral Agent to maintain possession of certificates actually delivered to it representing securities pledged under the Security Documents or to file Uniform Commercial Code continuation statements and except as to Collateral consisting of real property to the extent that such losses are covered by a lender's title insurance policy and such insurer has not denied coverage or (iv) as approved in accordance with Section 9.2;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; and
(b) to subordinate any Lien on any property Property granted to or held by the Administrative Collateral Agent under any Loan Document to the holder of any Lien on such property (i) that is permitted by Section 6.3(d7.01(i), (e), (f), (j), (k), (l) and (m) or (ii) as approved in accordance with Section 9.2;; and
(c) to release any Guarantor from its obligations under the Guarantee and Collateral Agreement (i) Guaranty if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunder, (ii) if such release is required or contemplated pursuant to the terms of this Agreement or the Guarantee and Collateral Agreement or (iii) as approved in accordance with Section 9.2; or
(d) to enter into, on behalf of itself and the Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent, an intercreditor agreement or other agreements for the sharing of collateral pursuant to Section 6.2(i). Upon request by the Administrative 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 Guarantee and Collateral Agreement, Guaranty pursuant to this Section 8.109.10. In each case as specified in this Section 9.10, the Administrative Agent or the Collateral Agent will (and each Lender irrevocably authorizes 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 Security 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.
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Collateral and Guaranty Matters. (a) The Lenders, the Lenders (including each Issuing Lenders, the FCI Issuing Lenders Bank and the Foreign Trade Facility Agent each Swingline Lender) irrevocably authorize the Administrative Agent and the Collateral Agent, at its option and in its discretion,
(ai) to release any Lien on any Collateral property granted to or held by the Administrative Agent under any Loan Credit Document securing the Obligations (ix) upon termination of the Domestic Revolving Commitments, the Global Revolving Commitments, the Participation FCI Commitments, the Bilateral FCI Issuing Commitments and the Participation FCI Issuing Commitments commitments under this Agreement and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration (without any pending drawing) or termination (or cash collateralization or provision of other credit support as contemplated by this Agreement) of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and FCIseach applicable Issuing Bank shall have been made), (iiy) that is transferred sold or otherwise disposed of or to be transferred sold or otherwise disposed of as part of or in connection with any Disposition sale or other disposition permitted hereunder or under any other Loan Document or any involuntary dispositionthe Credit Documents, or (iiiz) that is required subject to Section 11.4, if approved, authorized or contemplated to be released pursuant to ratified in writing by the terms of this Agreement or any other Loan Document, or (iv) as approved in accordance with Section 9.2Required Lenders;
(bii) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Credit Document securing the Obligations to the holder of any Lien on such property (i) that is permitted by Section 6.3(d7.2(m), (e), (f), (j), (k), (l) and (m) or (ii) as approved in accordance with Section 9.2;; and
(ciii) to release any Guarantor from its obligations under the Guarantee and Collateral Agreement (i) any guaranty if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunder, (ii) if such release is required or contemplated pursuant to under the terms of this Agreement or the Guarantee and Collateral Agreement or (iii) as approved in accordance with Section 9.2; or
(d) to enter into, on behalf of itself and the Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent, an intercreditor agreement or other agreements for the sharing of collateral pursuant to Section 6.2(i)Credit Documents. Upon request by the Administrative Agent 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 Guarantee and Collateral Agreement, Guaranty pursuant to this Section 8.10Section.
(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 connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.
(c) Anything contained in any of the Credit Documents to the contrary notwithstanding, the Credit Parties, the Administrative Agent, the Collateral Agent and each holder of the Obligations hereby agree that (i) no holder of the Obligations shall have any right individually to realize upon any of the Collateral or to enforce this Agreement, the Notes, the Guaranty or any other Credit Agreement, it being understood and agreed that all powers, rights and remedies hereunder may be exercised solely by the Administrative Agent, on behalf of the holders of the Obligations in accordance with the terms hereof and all powers, rights and remedies under the Collateral Documents may be exercised solely by the Collateral Agent, and (ii) in the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Collateral Agent or any Lender may be the purchaser 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 holders of the Obligations (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 Collateral Agent at such sale or other disposition.
(d) No Secured Hedge Agreement or Secured Treasury Management Agreement will create (or be deemed to create) in favor of any Hedge Bank or any Treasury Management Bank that is a party thereto any rights in connection with the management or release of any Collateral or of the obligations of any Guarantor under the Credit Documents except as expressly provided herein or in the other Credit Documents. By accepting the benefits of the Collateral, such Hedge Bank or such Treasury Management Bank shall be deemed to have appointed the Collateral Agent as its agent and agreed to be bound by the Credit Documents as a holder of the Obligations, subject to the limitations set forth in this clause (d).
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Collateral and Guaranty Matters. The Lenders, Each of the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent (including its or any of its Affiliate’s capacities as a Hedge Bank or Cash Management Bank) irrevocably authorize the Administrative Agent, at its option and in its discretion,discretion (without notice to, or vote or consent of, any counterparty to any Specified Hedge Agreement or Specified Cash Management Agreement that was a Lender or an Affiliate of any Lender at the time such agreement was executed), from and after the occurrence of a Collateral and Guaranty Trigger Event:
(a) to release any Lien on any Collateral granted to or held by the Administrative Agent Agent, for the ratable benefit of the Secured Parties (whether or not on the date of such release there may be outstanding Specified Obligations or contingent indemnification obligations not then due), under any Loan Document (i) upon repayment of all outstanding principal of and all accrued interest on the Loans and Reimbursement Obligations, payment of all outstanding fees and expenses hereunder, the termination of the Domestic Revolving Commitments, the Global Revolving Commitments, the Participation FCI Commitments, the Bilateral FCI Issuing all Commitments and the Participation FCI Issuing Commitments and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration (without any pending drawing) or termination (or cash collateralization or provision of other credit support as contemplated by this Agreement) of all Letters of Credit and FCIsCredit, (ii) that is transferred sold or otherwise disposed of or to be transferred sold or otherwise disposed of as part of or in connection with any Disposition sale or other disposition permitted hereunder or under any other Loan Document or any involuntary dispositionDocuments, or (iii) that is required subject to Section 14.2, if approved, authorized or contemplated to be released pursuant to ratified in writing by the terms of this Agreement or any other Loan Document, or (iv) as approved in accordance with Section 9.2Required Lenders;
(b) to subordinate or release any Lien on any property non-material portion of the Collateral (whether or not on the date of such subordination or release there may be outstanding Specified Obligations or contingent indemnification obligations not then due) granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property (i) that is permitted by Section 6.3(d), (e), (f), (j), (k), (l) and (m) or (ii) as approved in accordance with Section 9.2Permitted Lien;
(c) to release any Subsidiary Guarantor (whether or not on the date of such release there may be outstanding Specified Obligations or contingent indemnification obligations not then due) from its obligations under the Guarantee Subsidiary Guaranty Agreement and Collateral Agreement (i) any other Loan Documents if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunder, (ii) if such release is required hereunder or contemplated pursuant to under the terms of this Agreement or the Guarantee and Collateral Agreement or (iii) as approved in accordance with Section 9.2other Loan Documents; orand
(d) to enter into, on behalf of itself and the Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent, into an intercreditor agreement or other agreements for the sharing of collateral pursuant to as contemplated under Section 6.2(i11.2(r). 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 Guarantee and Collateral Agreement, Subsidiary Guaranty Agreement pursuant to this Section 8.10Section.
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Collateral and Guaranty Matters. The LendersSubject to the Swap Intercreditor Agreement, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent irrevocably authorize the Administrative Agent, at its option and in its discretion,
(a) to release any Lien on any Collateral granted to or held by each Lender hereby authorizes the Administrative Agent under any Loan Document (i) upon termination of the Domestic Revolving Commitments, the Global Revolving Commitments, the Participation FCI Commitments, the Bilateral FCI Issuing Commitments and the Participation FCI Issuing Commitments and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration (without any pending drawing) or termination to release (or cash collateralization or provision of other credit support as contemplated by this Agreementinstruct the Collateral Agent to release) of all Letters of Credit and FCIs, (ii) any Collateral that it is transferred or permitted to be transferred as part of sold or in connection with any Disposition permitted hereunder or under any other Loan Document or any involuntary disposition, or (iii) that is required or contemplated to be released pursuant to the terms of this Agreement or any other the Loan Document, or Documents (iv) as approved in accordance with Section 9.2;
(b) to subordinate any Lien on any property granted to or held by it being understood and agreed that the Administrative Agent under any Loan Document may conclusively rely without further inquiry on a certificate of a Responsible Officer as to the holder sale or other Disposition of property being made in full compliance with the provisions of the Loan Documents). Each Lender hereby authorizes the Administrative Agent to execute and deliver (or instruct the Collateral Agent to execute and deliver) to the Borrower, at the Borrower’s sole cost and expense, any Lien on and all releases of Liens, termination statements, assignments or other documents reasonably requested by the Borrower in connection with any Disposition of Collateral to the extent such property (i) that Disposition is permitted by Section 6.3(d), (e), (f), (j), (k), (l) and (m) or (ii) as approved in accordance with Section 9.2;
(c) to release any Guarantor from its obligations under the Guarantee and Collateral Agreement (i) if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunder, (ii) if such release is required or contemplated pursuant to the terms of this Agreement or is otherwise authorized by the Guarantee and Collateral Agreement or (iii) as approved in accordance with Section 9.2; or
(d) to enter into, on behalf terms of itself and the Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent, an intercreditor agreement or other agreements for the sharing of collateral pursuant to Section 6.2(i)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 and/or subordinate its interest in particular types or items of propertyCollateral pursuant to this Article IX. The Administrative Agent shall have no obligation whatsoever to any Lender or any other person to investigate, confirm or assure that the Collateral exists or is owned by any Credit Party or is cared for, protected or insured or has been encumbered, or that any particular items of Collateral meet the eligibility criteria applicable in respect of the Loans hereunder, or that the liens and security interests granted to the Administrative Agent pursuant hereto or any of the Loan Documents or otherwise have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to release exercise at all or in any Guarantor from its obligations particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the Guarantee rights, authorities and powers granted or available to the Administrative Agent in this Agreement or in any of the other Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, subject to the other terms and conditions contained herein, the Administrative Agent shall have no duty or liability whatsoever to any Lender. The Administrative Agent and each Lender hereby appoint each other as agent for the purpose of perfecting the Administrative Agent’s security interest in assets which, in accordance with the Uniform Commercial Code in any applicable jurisdiction, can be perfected by possession or control. Should any Lender (other than the Administrative Agent) obtain possession or control of any such assets, such Lender shall notify the Administrative Agent thereof, and, promptly upon the Administrative Agent’s request therefor, shall deliver such assets to the Administrative Agent or in accordance with the Administrative Agent’s instructions or transfer control to the Administrative Agent in accordance with the Administrative Agent’s instructions. Each Lender agrees that it will not have any right individually to enforce or seek to enforce any Security Document or to realize upon any Collateral Agreementfor the Loans unless instructed to do so by the Administrative Agent (or consented to by Administrative Agent), pursuant to this Section 8.10it being understood and agreed that such rights and remedies may be exercised only by Administrative Agent.
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Collateral and Guaranty Matters. (a) The Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent Secured Parties irrevocably authorize the Administrative Collateral Agent, at its option and in its discretion,
(ai) to release any Lien on any Collateral property granted to or held by the Administrative Collateral Agent under any Loan Document (ix) upon termination of the Domestic Revolving Commitments, the Global Revolving Commitments, the Participation FCI Commitments, the Bilateral FCI Issuing Commitments and the Participation FCI Issuing all Commitments and payment in full of all Obligations (other than contingent indemnification obligationsobligations not then payable for which no claim has been asserted) and the expiration (without any pending drawing) or termination (or cash collateralization or provision of other credit support as contemplated by this Agreement) of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Collateral Agent and FCIsthe applicable Issuing Bank shall have been made), (iiy) that is transferred sold or otherwise disposed of or to be transferred sold or otherwise disposed of as part of or in connection with any Disposition sale or other disposition permitted hereunder or under any other the Loan Document or any involuntary dispositionDocuments, or (iiiz) that is required subject to Section 10.01, if approved, authorized or contemplated to be released pursuant to ratified in writing by the terms of this Agreement or any other Loan Document, or (iv) as approved in accordance with Section 9.2Required Lenders;
(bii) to subordinate any Lien on any property granted to or held by the Administrative Collateral Agent under any Loan Document to the holder of any Lien on such property (i) that is permitted by Section 6.3(d), (e), (f), 6.01(i) or (j), (k), (l) and (m) or (ii) as approved in accordance with Section 9.2;; and
(ciii) to release any Guarantor from its obligations under the Guarantee and Collateral Agreement Guaranty if (iA) if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunderunder the Loan Documents, (iiB) if such release is required or contemplated pursuant to the terms of this Agreement or the Guarantee and Collateral Agreement Person becomes a US Holdco, or (iii) as approved in accordance with Section 9.2; or
(d) to enter into, on behalf of itself and the Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent, such Guarantor becomes an intercreditor agreement or other agreements for the sharing of collateral Immaterial Subsidiary pursuant to Section 6.2(i)such designation by the Borrower as provided herein. Upon request by the Administrative Collateral 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 Guarantee and Collateral Agreement, Guaranty pursuant to this Section 8.10.
(b) 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 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 Collateral Agent be responsible or liable to the Lender Parties for any failure to monitor or maintain any portion of the Collateral.
Appears in 1 contract
Samples: Credit Agreement (Neustar Inc)
Collateral and Guaranty Matters. The Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent Purchasers irrevocably authorize the Administrative Agent, Collateral Agent and Collateral Agent agrees at its option and in its discretionthe request of the Issuers,
(a) to release any Lien on any Collateral granted to or held by the Administrative Collateral Agent under any Loan Note Document (i) upon payment in full of all Obligations (other than contingent indemnification obligations for which no claim has been asserted) under the Note Documents, (ii) that is sold or otherwise disposed of to a Person other than a Note Party or Subsidiary as part of or in connection with any sale or other Disposition permitted hereunder or under any other Note Document or any Involuntary Disposition, or (iii) as approved in accordance with Section 12.01;
(b) to release or subordinate any Lien on any property granted to or held by the Collateral Agent under any Note Document to the holder of any Lien on such property that is permitted by Section 8.01(i); and
(c) 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 under the Note Documents or (ii) upon termination of the Domestic Revolving Commitments, the Global Revolving Commitments, the Participation FCI Commitments, the Bilateral FCI Issuing Commitments and the Participation FCI Issuing all unused Delayed Draw Note Commitments and payment in full of all Obligations (other than contingent indemnification obligationsobligations for such no claim has been asserted) and the expiration (without any pending drawing) or termination (or cash collateralization or provision of other credit support as contemplated by this Agreement) of all Letters of Credit and FCIs, (ii) that is transferred or to be transferred as part of or in connection with any Disposition permitted hereunder or under any other Loan Document or any involuntary disposition, or (iii) that is required or contemplated to be released pursuant to the terms of this Agreement or any other Loan Document, or (iv) as approved in accordance with Section 9.2;
(b) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property (i) that is permitted by Section 6.3(d), (e), (f), (j), (k), (l) and (m) or (ii) as approved in accordance with Section 9.2;
(c) to release any Guarantor from its obligations under the Guarantee and Collateral Agreement (i) if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunder, (ii) if such release is required or contemplated pursuant to the terms of this Agreement or the Guarantee and Collateral Agreement or (iii) as approved in accordance with Section 9.2; or
(d) to enter into, on behalf of itself and the Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent, an intercreditor agreement or other agreements for the sharing of collateral pursuant to Section 6.2(i)Note Documents. Upon request by the Administrative Collateral Agent at any 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 Guarantor from its obligations under the Guarantee and Collateral AgreementGuaranty, pursuant to this Section 8.1011.09. 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 Collateral, the existence, priority or perfection of the Collateral Agent’s Lien thereon, or any certificate prepared by any Note Party in connection therewith, nor shall the Collateral Agent be responsible or liable to the Purchasers for any failure to monitor or maintain any portion of the Collateral. \DC - 031561/000013 - 10875187 v5 \DC - 031561/000013 - 10875187 v7 \DC - 031561/000013 - 10875187 v9 In connection with any termination, release or subordination pursuant to this Section 11.09, Collateral Agent shall promptly, upon the request of any Note Party, (x) execute and deliver to such Note Party, at such Note Party’s expense, all documents that such Note Party shall reasonably request to evidence such termination, release or subordination, and (y) deliver to the Note Parties, at the expense of the Note Parties, any portion of such Collateral so released in possession of the Collateral Agent.
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Collateral and Guaranty Matters. The Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent L/C Issuer irrevocably authorize the Administrative Agent, at its option and in its discretion,
, (a) to release any Lien on any Collateral granted to or held by the Administrative Agent under any Loan Document (i) upon termination of the Domestic Aggregate Revolving Commitments, the Global Revolving Commitments, the Participation FCI Commitments, the Bilateral FCI Issuing Commitments and the Participation FCI Issuing Commitments and payment in full of all Obligations (other than (A) contingent indemnification obligationsobligations and (B) Cash Management Obligations and obligations under or in respect of Swap Contracts (other than with respect to amounts currently due thereunder for which the Administrative Agent has received prior written notice)) and the expiration (without any pending drawing) or termination (or cash collateralization or provision of other credit support as contemplated by this Agreement) of all Letters of Credit and FCIsCredit, (ii) that is transferred or to be transferred as part of or in connection with any Disposition Asset Sale permitted hereunder or under any other Loan Document or any involuntary dispositionInvoluntary Disposition, or (iii) that is required or contemplated to be released pursuant to the terms of this Agreement or any other Loan Document, or (iv) as approved in accordance with Section 9.2;
11.01; (b) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property (i) that is permitted by Section 6.3(d8.02(c), (e), (f), (j), (k), (l) and (m) or (ii) as approved in accordance with Section 9.2;
; (c) to release any Guarantor from its obligations under the Guarantee and Collateral Agreement (i) Guaranty if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunder, (ii) if such release is required or contemplated pursuant to the terms of this Agreement or the Guarantee ; and Collateral Agreement or (iii) as approved in accordance with Section 9.2; or
(d) upon the occurrence of a Release of Collateral Event and a written request by the Parent Borrower therefor, to enter intorelease all Collateral; provided, on behalf however, that, if such Release of itself Collateral Event ceases to be continuing and the Lendersin effect at any time, the Issuing LendersRequired Lenders or the Administrative Agent may require first priority security interests on the same categories of Collateral that was previously released, such security interests to be created and perfected within thirty (30) days of notice from the FCI Issuing Required Lenders and or the Foreign Trade Facility Agent, an intercreditor agreement or other agreements for Administrative Agent to the sharing of collateral pursuant to Section 6.2(i)Parent Borrower. 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 Guarantee and Collateral AgreementGuaranty, pursuant to this Section 8.1010.10. 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 connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.
Appears in 1 contract
Samples: Second Amendment to Third Amended and Restated Credit Agreement (Knoll Inc)
Collateral and Guaranty Matters. The LendersWithout limiting the provisions of Section 9.09, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent L/C Issuer irrevocably authorize the Administrative Agent, at its option and in its discretion,
(a) to release any Lien on any Collateral property granted to or held by the Administrative Agent under any Loan Document (i) upon termination of the Domestic Revolving Commitments, the Global Revolving Commitments, the Participation FCI Commitments, the Bilateral FCI Issuing Commitments and the Participation FCI Issuing Aggregate Commitments and payment in full of all Obligations under the Loan Documents (other than contingent indemnification obligations) and the expiration (without any pending drawing) or termination (or cash collateralization or provision of other credit support as contemplated by this Agreement) of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and FCIsthe L/C Issuer shall have been made), (ii) that is transferred sold or otherwise Disposed of or to be transferred sold or otherwise Disposed of as part of or in connection with any sale or other Disposition permitted hereunder or under any other Loan Document or any involuntary dispositionDocument, or (iii) that is required subject to Section 10.01, if approved, authorized or contemplated to be released pursuant to ratified in writing by the terms of this Agreement or any other Loan Document, or (iv) as approved in accordance with Section 9.2Required Lenders;
(b) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property (i) that is permitted by Section 6.3(d), (e), (f), (j), (k), (l) and (m) or (ii) as approved in accordance with Section 9.2;
(c) to release any Guarantor from its obligations under the Guarantee and Collateral Agreement (i) Guaranty if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunder, (ii) if such release is required or contemplated pursuant to under the terms of this Agreement or the Guarantee and Collateral Agreement or (iii) as approved in accordance with Section 9.2; or
(d) to enter into, on behalf of itself and the Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent, an intercreditor agreement or other agreements for the sharing of collateral pursuant to Section 6.2(i)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 Guarantee and Collateral Agreement, Guaranty pursuant to this Section 8.109.10. 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 connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral. Each of the Loan Parties, the Administrative Agent and the Lenders (i) consents to and ratifies the execution by the Administrative Agent of the Collateral Agency Agreement and any amendments or supplements expressly contemplated thereby and to the appointment of the Collateral Agent as provided therein, (ii) hereby agrees that it will be bound by and will take no actions contrary to the provisions of the Collateral Agency Agreement and (iii) acknowledges that it has received a copy of the Collateral Agency Agreement and that the exercise of certain of the Administrative Agent’s and the Lenders’ rights and remedies hereunder may be subject to, and restricted by, the provisions of the Collateral Agency Agreement.
Appears in 1 contract
Samples: Credit Agreement (InfraREIT, Inc.)
Collateral and Guaranty Matters. The Lenders, Each of the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent (including in its capacities as a potential Hedge Bank) irrevocably authorize authorizes the Administrative Agent, at its option and in its discretion,:
(a) to automatically release any Lien on any Collateral property granted to or held by the Administrative Agent under any Loan Document (i) upon termination of the Domestic Revolving Commitments, the Global Revolving Commitments, the Participation FCI Commitments, the Bilateral FCI Issuing Commitments and the Participation FCI Issuing Aggregate Commitments and payment in full of all Obligations (other than (A) contingent indemnification obligationsobligations and (B) obligations and liabilities under Term Loan Secured Hedge Agreements as to which arrangements satisfactory to the expiration (without any pending drawing) or termination (or cash collateralization or provision of other credit support as contemplated by this Agreement) of all Letters of Credit and FCIsapplicable Hedge Bank shall have been made), (ii) that at the time the property subject to such Lien is transferred Disposed or to be transferred Disposed to any Person other than a Loan Party as part of or in connection with any Disposition permitted hereunder or under any other Loan Document or any involuntary dispositionDocument, or (iii) that subject to Section 10.01, if the release of such Lien is required approved, authorized or contemplated to be released pursuant to ratified in writing by the terms of this Agreement or any other Loan DocumentRequired Lenders, or (iv) as approved in accordance with Section 9.2;
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) that constitutes Excluded Assets; (b) to release or subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property (i) that is permitted by Section 6.3(d)7.01(u) to the extent required by the holder of, (e)or pursuant to the terms of any agreement governing, (f), (j), (k), (l) the obligations secured by such Liens; and (m) or (ii) as approved in accordance with Section 9.2;
(c) to release any Guarantor from its obligations under the Guarantee and Collateral Agreement (i) 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, (ii) ; provided that no such release shall occur if such release is required or contemplated pursuant Guarantor continues to the terms be a guarantor in respect of this Agreement or the Guarantee and Collateral Agreement or (iii) as approved in accordance with Section 9.2; or
(d) to enter into, on behalf of itself and the Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent, an intercreditor agreement or other agreements for the sharing of collateral any Indebtedness incurred pursuant to Section 6.2(i7.03(r), the 2028 Notes, the 2031 Notes, any Permitted First Priority Refinancing Debt, any Permitted Junior Priority Refinancing Debt, any Permitted Unsecured Refinancing Debt, any Junior Financing or any Permitted Refinancing of any of the foregoing. 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 Guarantee and Collateral Agreement, Guaranty pursuant to this Section 8.109.10. 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.
Appears in 1 contract
Samples: Term Loan Credit Agreement (Prestige Consumer Healthcare Inc.)
Collateral and Guaranty Matters. The Lenders, Each of the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent (including in its capacities as a potential Hedge Bank) irrevocably authorize authorizes the Administrative Agent, at its option and in its discretion,:
(a) to automatically release any Lien on any Collateral property granted to or held by the Administrative Agent under any Loan Document (i) upon termination of the Domestic Revolving Commitments, the Global Revolving Commitments, the Participation FCI Commitments, the Bilateral FCI Issuing Commitments and the Participation FCI Issuing Aggregate Commitments and payment in full of all Obligations (other than (A) contingent indemnification obligationsobligations and (B) obligations and liabilities under Term Loan Secured Hedge Agreements as to which arrangements satisfactory to the expiration (without any pending drawing) or termination (or cash collateralization or provision of other credit support as contemplated by this Agreement) of all Letters of Credit and FCIsapplicable Hedge Bank shall have been made), (ii) that at the time the property subject to such Lien is transferred Disposed or to be transferred Disposed to any Person other than a Loan Party as part of or in connection with any Disposition permitted hereunder or under any other Loan Document or any involuntary dispositionDocument, or (iii) that subject to Section 10.01, if the release of such Lien is required approved, authorized or contemplated to be released pursuant to ratified in writing by the terms of this Agreement or any other Loan DocumentRequired Lenders, or (iv) as approved in accordance with Section 9.2if 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) that constitutes Excluded Assets;
(b) to release or subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property (i) that is permitted by Section 6.3(d)7.01(u) to the extent required by the holder of, (e)or pursuant to the terms of any agreement governing, (f), (j), (k), (l) and (m) or (ii) as approved in accordance with Section 9.2;the obligations secured by such Liens; and
(c) to release any Guarantor from its obligations under the Guarantee and Collateral Agreement (i) 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, (ii) ; provided that no such release shall occur if such release is required or contemplated pursuant Guarantor continues to the terms be a guarantor in respect of this Agreement or the Guarantee and Collateral Agreement or (iii) as approved in accordance with Section 9.2; or
(d) to enter into, on behalf of itself and the Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent, an intercreditor agreement or other agreements for the sharing of collateral any Indebtedness incurred pursuant to Section 6.2(i7.03(r), the Existing Notes, any Permitted First Priority Refinancing Debt, any Permitted Junior Priority Refinancing Debt, any Permitted Unsecured Refinancing Debt, any Junior Financing or any Permitted Refinancing of any of the foregoing. 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 Guarantee and Collateral Agreement, Guaranty pursuant to this Section 8.109.10. 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.
Appears in 1 contract
Samples: Term Loan Credit Agreement (Prestige Brands Holdings, Inc.)
Collateral and Guaranty Matters. The Lenders, Each of the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent irrevocably authorize the Administrative Collateral Agent, at its option and in its discretion,
(a) to release any Lien on any Collateral property granted to or held by the Administrative Collateral Agent under any Loan Document (i) upon termination of the Domestic Revolving Commitments, the Global Revolving Commitments, the Participation FCI Commitments, the Bilateral FCI Issuing Commitments and the Participation FCI Issuing Commitments and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration (without any pending drawing) or termination (or cash collateralization or provision of other credit support as contemplated by this Agreement) of all Letters of Credit and FCIsFacility Termination Date, (ii) that is transferred sold or otherwise disposed of or to be transferred sold or otherwise disposed of as part of or in connection with any Disposition sale or other disposition permitted hereunder or under any other Loan Document or any involuntary dispositionDocument, or (iii) that is required if approved, authorized or contemplated to be released pursuant to ratified in writing by the terms of this Agreement or any other Loan Document, or (iv) as approved Required Lenders in accordance with Section 9.211.01;
(b) to subordinate or release any Lien on any property granted to or held by the Administrative Collateral Agent under any Loan Document to the holder of any Lien on such property (i) that is permitted by Section 6.3(d7.01(i), (e), (f), (j), (k), (l) and (m) or (ii) as approved in accordance with Section 9.2;; and
(c) to release any Guarantor from its obligations under the Guarantee and Collateral Agreement (i) Guaranty if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunder, (ii) if such release is required or contemplated pursuant to under the terms of this Agreement or the Guarantee and Collateral Agreement or (iii) as approved in accordance with Section 9.2; or
(d) to enter into, on behalf of itself and the Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent, an intercreditor agreement or other agreements for the sharing of collateral pursuant to Section 6.2(i)Loan Documents. Upon request by the Administrative Collateral 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 Guarantee and Collateral Agreement, Guaranty pursuant to this Section 8.109.10. In each case as specified in this Section 9.10, the Collateral Agent will, at the Borrower’s expense, (x) release any Lien on any Property held by it (including any such Lien granted pursuant to a Mortgage) in connection with any Disposition permitted hereunder and (y) 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 release 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 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 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 Collateral Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.
Appears in 1 contract
Collateral and Guaranty Matters. The LendersEach of 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 Issuing Lenders, the FCI Issuing Lenders Collateral and the Foreign Trade Facility Agent irrevocably authorize Collateral Documents; provided, that neither the Administrative AgentAgent nor the Collateral Agent shall owe any fiduciary duty, at its option 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 in its discretion,each of the Administrative Agent and the Collateral Agent agrees that it will:
(a1) to release any Lien on any Collateral property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document (i) upon termination satisfaction of the Domestic Revolving Commitments, the Global Revolving Commitments, the Participation FCI Commitments, the Bilateral FCI Issuing Commitments and the Participation FCI Issuing Commitments and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration (without any pending drawing) or termination (or cash collateralization or provision of other credit support as contemplated by this Agreement) of all Letters of Credit and FCIsTermination Conditions, (ii) that at the time the property subject to such Lien is transferred or to be transferred as part of or in connection with any Disposition transfer permitted hereunder or under any other Loan Document to any Person other than the Borrower or any involuntary dispositionof its Domestic Subsidiaries that are Guarantors, (iii) subject to Section 11.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders, (iv) if such property becomes an Excluded Asset, or (iiiv) that if the property subject to such Lien is required or contemplated to be released owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to the terms of this Agreement or any other Loan Document, or clause (iv3) as approved in accordance with Section 9.2below;
(b2) 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 the holder of any Lien on such property (i) that is permitted by Section 6.3(d7.01(20), (e), (f), (j), (k), (l) and (m) or (ii) as approved in accordance with Section 9.2;
(c3) to release any Guarantor from its obligations under the Guarantee and Collateral Agreement (i) Guaranty if in the case of any Subsidiary, such Person ceases to be a Restricted 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 or any Junior Financing;
(4) if any Guarantor shall cease to be a Material Subsidiary (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 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 release is required Subsidiary continues to be a guarantor in respect of any Credit Agreement Refinancing Indebtedness or contemplated pursuant any other Junior Financing; and
(5) act collectively through the Administrative Agent and, without limiting the delegation of authority to the terms Administrative Agent set forth herein, the Required Lenders shall direct the Administrative Agent with respect to the exercise of this Agreement 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 Guarantee consent of the Required Lenders), and Collateral Agreement or (iii) as approved 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 9.2; or
11.09 or enforcing compliance with the provisions set forth in the first proviso of Section 11.01 or from exercising rights and remedies (dother than the enforcement of Collateral) with respect to enter into, on behalf any payment default after the occurrence of itself and the Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent, an intercreditor agreement or other agreements for the sharing of collateral pursuant Maturity Date with respect to Section 6.2(i)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 Guarantee and Collateral Agreement, Guaranty pursuant to this Section 8.1010.11. In each case as specified in this Section 10.11, the applicable Agent will (and each Lender irrevocably authorizes the 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 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 10.11.
Appears in 1 contract
Collateral and Guaranty Matters. The LendersEach of the Lenders (in its capacities as a Lender and Swing Line Lender (if applicable), the Issuing Lenders, the FCI Issuing Lenders potential Hedge Bank and potential Cash Management Bank) and the Foreign Trade Facility Agent L/C Issuer irrevocably authorize the Administrative Agent, at its option and in its discretion,:
(a) to release any Lien on any Collateral property granted to or held by the Administrative Agent under any Loan Document (i) upon termination of the Domestic Revolving Commitments, the Global Revolving Commitments, the Participation FCI Commitments, the Bilateral FCI Issuing Commitments and the Participation FCI Issuing Aggregate Commitments and payment in full of all Obligations (other than (x) contingent indemnification obligations, (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements and (z) the PBGC Amount (as defined in the Guarantee and Collateral Agreement) and the expiration (without any pending drawing) or termination (or expiration, cash collateralization or provision of other credit support as contemplated by this Agreement) termination of all Letters of Credit and FCIsBankers’ Acceptances (other than Letters of Credit as to which arrangements with respect thereto satisfactory to the Administrative Agent and the L/C Issuer shall have been made), (ii) that is transferred sold or to be transferred sold as part of or in connection with any Disposition disposition permitted hereunder or under any other Loan Document or any involuntary dispositionDocument, or (iii) that is required if approved, authorized or contemplated to be released pursuant to the terms of this Agreement or any other Loan Document, ratified in writing in accordance with subsection 11.1 or (iv) as approved in accordance with Section 9.2owned by a Guarantor upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (b) below;
(b) to release any Guarantor from its obligations under any Loan Document to which it is a party if such Person ceases to be a Subsidiary as a result of 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 the holder of any Lien on such property (i) that is permitted by Section 6.3(d), (e), (f), (j), (k), (l) and (m) or (ii) as approved in accordance with Section 9.2;
(c) to release any Guarantor from its obligations under the Guarantee and Collateral Agreement (i) if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunder, (ii) if such release is required or contemplated pursuant to the terms of this Agreement or the Guarantee and Collateral Agreement or (iii) as approved in accordance with Section 9.2; orand
(d) to enter into, on behalf take any other action required to be taken by it under the terms of itself and the Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent, an intercreditor agreement or other agreements for the sharing of collateral pursuant to Section 6.2(i)any Security Document. 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 Guarantee and Collateral Agreement, Loan Documents to which it is a party pursuant to this Section 8.10subsection 10.9. In each case as specified in this subsection 10.9, the Administrative Agent 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 Security Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the subsection 10.9, in each case in accordance with the terms of the Loan Documents and this subsection 10.9.
Appears in 1 contract
Collateral and Guaranty Matters. (a) The Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent L/C Issuer irrevocably authorize the Administrative Agent, at its option and in its discretion,
(ai) to release any Lien on any Collateral property granted to or held by the Administrative Agent under any Loan Document (iA) upon termination of the Domestic Revolving Commitments, the Global Revolving Commitments, the Participation FCI Commitments, the Bilateral FCI Issuing Commitments and the Participation FCI Issuing Commitments and payment in full of all Obligations (other than contingent indemnification obligationsobligations and Letters of Credit which have been Cash Collateralized) and the expiration (without any pending drawing) or termination (or cash collateralization or provision of other credit support as contemplated by this Agreement) of all Letters of Credit and FCIs(other than Letters of Credit which have been Cash Collateralized on terms reasonably satisfactory to the L/C Issuer), (iiB) that is transferred sold or otherwise disposed of or to be transferred sold or otherwise disposed of as part of or in connection with any Disposition sale or disposition permitted hereunder or under any other the Loan Document or any involuntary dispositionDocuments, or (iiiC) that is required subject to Section 10.10, if approved, authorized or contemplated to be released pursuant to ratified in writing by the terms of this Agreement or any other Loan Document, or (iv) as approved in accordance with Section 9.2Required Lenders;
(bii) to subordinate any Lien on any property Property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property (i) that is permitted by Section 6.3(d), (e), (f), (j), (k), (l) and (m) or (ii) as approved in accordance with Section 9.26.12 to be prior to the Lien of the Administrative Agent;
(ciii) to release any Guarantor from its obligations under the Guarantee and Collateral Agreement (i) Guaranty if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunder, under the Loan Documents; and
(iiiv) if such release is required to reduce or contemplated pursuant limit the amount of the Debt secured by any particular item of Collateral to an amount not less than the estimated value thereof to the terms of this Agreement or the Guarantee extent necessary to reduce mortgage registry, filing and Collateral Agreement or (iii) as approved in accordance with Section 9.2; or
(d) to enter into, on behalf of itself and the Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent, an intercreditor agreement or other agreements for the sharing of collateral pursuant to Section 6.2(i)similar tax. 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 propertyProperty, or to release any Guarantor from its obligations under the Guarantee and Collateral Agreement, Guaranty pursuant to this Section 8.109.13.
(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 the Borrower or any Guarantor in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.
Appears in 1 contract
Collateral and Guaranty Matters. (a) The Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent irrevocably authorize the Administrative Agent, at its option and in its discretion,
(ai) to 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 Domestic Revolving Commitments, the Global Revolving Commitments, the Participation FCI Commitments, the Bilateral FCI Issuing Commitments and the Participation FCI Issuing Commitments and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration (without any pending drawing) or termination (or cash collateralization or provision of other credit support as contemplated by this Agreement) of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and FCIsthe applicable Issuing Lender shall have been made), (iiB) that is transferred sold or otherwise disposed of or to be transferred sold or otherwise disposed of as part of or in connection with any Disposition sale or other disposition permitted hereunder or under any other Loan Document or any involuntary disposition, or (iii) that is required or contemplated to be released pursuant to the terms of this Agreement or any other Loan Document, or (ivC) as approved subject to Section 10.1, if approved, authorized or ratified in accordance with Section 9.2writing by the Required Lenders;
(bii) to subordinate or release any Lien on any Collateral or other property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property (i) that is permitted by Section 6.3(d), Sections 7.3 (e), (f), (j), (k), (lg) and (m) or (ii) as approved in accordance with Section 9.2;i); and
(ciii) to release any Guarantor from its obligations under the Guarantee and Collateral Agreement (i) if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunder, (ii) if such release is required or contemplated pursuant to under the terms of this Agreement or the Guarantee and Collateral Agreement or (iii) as approved in accordance with Section 9.2; or
(d) to enter into, on behalf of itself and the Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent, an intercreditor agreement or other agreements for the sharing of collateral pursuant to Section 6.2(i)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 Guarantee and Collateral Agreement, Agreement pursuant to this Section 8.109.10.
(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 connection therewith, nor shall the Administrative Agent 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 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 on behalf of the 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 to have agreed to be bound by the Loan Documents as a Secured Party thereunder, subject to the limitations set forth in this paragraph.
Appears in 1 contract
Samples: Credit Agreement (SmartRent, Inc.)
Collateral and Guaranty Matters. (a) The Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent irrevocably authorize the Administrative Agent, at its option and in its discretion,
, (ai) to 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 Domestic Revolving Commitments, the Global Revolving Commitments, the Participation FCI Commitments, the Bilateral FCI Issuing Commitments and the Participation FCI Issuing Commitments and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration (without any pending drawing) or termination (or cash collateralization or provision of other credit support as contemplated by this Agreement) of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and FCIsthe applicable Issuing Lender shall have been made), (iiB) that is transferred sold or otherwise disposed of or to be transferred sold or otherwise disposed of as part of or in connection with any Disposition sale or other disposition permitted hereunder or under any other Loan Document or any involuntary disposition, or (iii) that is required or contemplated to be released pursuant to the terms of this Agreement or any other Loan Document, or (ivC) as approved subject to Section 10.1, if approved, authorized or ratified in accordance with Section 9.2;
writing by the Required Lenders; (bii) to subordinate any Lien on any Collateral or other property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property (i) that is permitted by Section 6.3(dSections 7.3(g); and
(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, (e)value or collectability of the Collateral, (f)the existence, (j)priority or perfection of the Administrative Agent’s Lien thereon, (k)or any certificate prepared by any Loan Party in connection therewith, (l) and (m) nor shall the Administrative Agent be responsible or (ii) as approved in accordance with Section 9.2;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 release realize upon any Guarantor from its obligations under of the Guarantee and Collateral Agreement or to enforce any guaranty of the Obligations (i) if including any such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunder, (ii) if such release is required or contemplated guaranty provided by the Guarantors pursuant to the terms of this Agreement or the Guarantee and Collateral Agreement or (iii) as approved in accordance with Section 9.2; or
(d) to enter intoany other guarantee of the Obligations), on behalf of itself it being understood and agreed that all powers, rights and remedies under the Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent, an intercreditor agreement or other agreements for the sharing of collateral pursuant to Section 6.2(i). Upon request Loan Documents may be exercised solely by the Administrative Agent on behalf of the 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 timesuch 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 will confirm shall otherwise agree in writing 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’s authority to release Agent on behalf of the Secured Parties at such sale or subordinate other disposition. Each Secured Party, whether or not a party hereto, will be deemed, by its interest in particular types or items acceptance of property, or to release any Guarantor from its obligations the benefits of the Collateral and of the guarantees of the Obligations provided by the Loan Parties under the Guarantee and Collateral Agreement, pursuant any other Security Document or any other guarantee of the Obligations, 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 or the other Security Documents. 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 other Security Document or any other guarantee of the Obligations, 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 to have agreed to be bound by the Loan Documents as a Secured Party thereunder, subject to the limitations set forth in this paragraph.
(i) The Administrative Agent shall hold the Liens created by the UK Security Documents in trust for the Secured Parties on the terms contained in this Section 8.10and in the UK Security Documents.
(ii) Each of the Lenders authorizes the Administrative Agent to perform the duties, obligations and responsibilities and to exercise the rights, powers, authorities and discretions specifically given to it in its capacity as security trustee in respect of the UK Security Documents together with any other incidental rights, powers, authorities and discretions.
(iii) Notwithstanding its appointment as security trustee under the UK Security Documents, the Administrative Agent shall have only those duties, obligations and responsibilities expressly specified in the Loan Documents (and no others shall be implied), and the Administrative Agent (in its capacity as security trustee under the UK Security Documents) is not obliged to do or omit to do anything if it would, or might in its reasonable opinion, constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.
(iv) The rights, powers, authorities and discretions given to the Administrative Agent under the Loan Documents shall be supplemental to the United Kingdom Trustee Act 1925 and the United Kingdom Trustee Act 2000 and in addition to any which may be vested in the Administrative Agent in its capacity as security trustee under the UK Security Documents by law or regulation or otherwise.
Appears in 1 contract
Samples: Credit Agreement (Kaltura Inc)
Collateral and Guaranty Matters. The Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent Credit Parties irrevocably authorize the Administrative Agent, at its option and in its discretion,
(a) to release any Lien on any Collateral property granted to or held by the Administrative Agent under any Loan Document (i) upon termination of the Domestic Revolving Commitments, the Global Revolving Commitments, the Participation FCI Commitments, the Bilateral FCI Issuing Commitments and the Participation FCI Issuing Commitments and payment in full of all Obligations (other than contingent indemnification obligationsin accordance with Section 1.2(d) and the expiration (without any pending drawing) or termination (or cash collateralization or provision of other credit support as contemplated by this Agreement) of all Letters of Credit and FCIs, (ii) that is transferred sold or otherwise disposed of or to be transferred sold or otherwise disposed of (to a Person that is not a Loan Party) as part of or in connection with any Disposition sale or other disposition permitted hereunder or under any other Loan Document or any involuntary dispositionDocument, or (iii) that is required if approved, authorized or contemplated to be released pursuant to ratified in writing by the terms of this Agreement or any other Loan Document, or (iv) as approved Applicable Lenders in accordance with Section 9.210.1;
(b) to subordinate subordinate, make senior or make pari passu any Lien on any property ABL Priority Collateral granted to or held by the Administrative Agent under any Loan Document to or with the holder Lien of any Lien other Person on such property property, as contemplated by clauses (i) that is permitted by Section 6.3(d), and (e), y) of the definition of “Permitted Encumbrances” and to enter into the intercreditor agreements contemplated under clauses (f), (j), (k), (li) and (my) of the definition of “Permitted Encumbrances” or (ii) as approved in accordance with Section 9.2;otherwise under this Agreement; and
(c) to release any Guarantor from its obligations under the Guarantee and Collateral Agreement (i) Loan Documents if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunder, (ii) if such release is required or contemplated pursuant to the terms of this Agreement or the Guarantee and Collateral Agreement or (iii) as approved in accordance with Section 9.2; or
(d) to enter into, on behalf of itself and the Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent, an intercreditor agreement or other agreements for the sharing of collateral pursuant to Section 6.2(i). Upon request by the Administrative Agent at any time, the Required Applicable 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 Guarantee Guaranty and Collateral Agreement, Security Agreement pursuant to this Section 8.109.10 and its authority to give the releases set forth in Section 10.22. The Agent agrees upon the request of the Borrower and at the Borrower’s expense to negotiate in good faith and enter into any ABL Intercreditor Agreement or Customary Intercreditor Agreement permitted under this Agreement in connection with the incurrence by the Borrower or any Restricted Subsidiary of the applicable secured Indebtedness to the extent expressly contemplated to be subject to such ABL Intercreditor Agreement or Customary Intercreditor Agreement. Notwithstanding anything to the contrary herein, the provisions of this Section 9.10 shall be in addition to, and not a limitation upon, the provisions of Section 10.21.
Appears in 1 contract
Collateral and Guaranty Matters. The Lenders, Notwithstanding anything to the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent irrevocably authorize the Administrative Agent, at its option and in its discretion,
(a) to release any Lien on any Collateral granted to or held by the Administrative Agent under any Loan Document (i) upon termination of the Domestic Revolving Commitments, the Global Revolving Commitments, the Participation FCI Commitments, the Bilateral FCI Issuing Commitments and the Participation FCI Issuing Commitments and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration (without any pending drawing) or termination (or cash collateralization or provision of other credit support as contemplated by this Agreement) of all Letters of Credit and FCIs, (ii) that is transferred or to be transferred as part of contrary contained herein or in connection with any Disposition permitted hereunder or under any other Loan Document or any involuntary disposition, or (iii) that is required or contemplated to be released pursuant to the terms of this Agreement or any other Loan Document, or (iv) as approved in accordance with Section 9.2;
(b) to subordinate any Lien on any property granted to or held by the Administrative Agent under is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender) to and shall take any action requested by the Borrower having the effect of releasing or subordinating any Collateral or Loan Guarantee obligations (i) to the extent necessary to permit consummation of any transaction not prohibited by any Loan Document to the holder of any Lien on such property (i) that is permitted by Section 6.3(d), (e), (f), (j), (k), (l) and (m) or (ii) as approved under the circumstances described in accordance with Section 9.2;
paragraphs (a), (b) and (c) to release any Guarantor from its obligations under the Guarantee and Collateral Agreement (i) if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunder, (ii) if such release is required or contemplated pursuant to the terms of this Agreement or the Guarantee and Collateral Agreement or (iii) as approved in accordance with Section 9.2; or
(d) to enter into, on behalf of itself and the Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent, an intercreditor agreement or other agreements for the sharing of collateral pursuant to Section 6.2(i)below. 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 the interest of the Administrative Agent held for the benefit of the Secured Parties in particular types or items of property, or to release any Loan Guarantor from its obligations under the Guarantee and Collateral Agreement, Loan Guaranty pursuant to this Section 8.109.18. In connection with any termination, release or subordination pursuant to this Section 9.18, the Administrative Agent, at the request of a Responsible Officer of the Borrower, shall execute and deliver to the Borrower (or to such third party as the Borrower may reasonably designate), and file, register and record, at the Borrower’s expense, all documents and to such further acts as the Borrower shall reasonably request to evidence such termination, release or subordination.
(a) At such time as the Term Loan Obligations shall have been paid in full (other than any contingent obligation arising thereunder for which a claim has not been asserted), all Collateral shall automatically be released from the Liens created by the Collateral Documents, and the Collateral Documents and all obligations (other than those expressly stated to survive such termination) and Liens created by the Collateral Documents shall automatically be released, in each case without delivery of any document or performance of any further act by any Person.
(b) A Loan Party shall automatically be released from its obligations under the Loan Documents, and all security interests created by the Collateral Documents in Collateral owned by such Loan Party shall be automatically released upon the consummation of any transaction permitted by this Agreement as a result of which such Loan Party ceases to be a Loan Party (including by becoming an Excluded Subsidiary, pursuant to a merger with a Subsidiary that is not a Loan Party or a designation or conversion as an Unrestricted Subsidiary, in each case in a transaction permitted by, and pursuant to, this Agreement).
(c) Upon (i) any sale or other transfer by the Borrower or any Loan Party (other than to the Borrower or any other Loan Party) of any Collateral in a transaction permitted under the Loan Documents, (ii) the effectiveness of any written consent to the release of the security interest created under any Collateral Document in any Collateral or to the release of any Loan Guarantor from its Loan Guarantee under the Guaranty pursuant to the Loan Documents, (iii) upon any Collateral becoming Excluded Collateral or (iv) any release of ABL Priority Collateral provided pursuant to Section 5.1 of the ABL/Term Loan Intercreditor Agreement, the security interests in such Collateral created by the Collateral Documents or such Guarantee, as applicable, shall be automatically released.
Appears in 1 contract
Collateral and Guaranty Matters. The Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent irrevocably authorize the Administrative Agent, at its option and in its discretion,
(a) to release any Lien on any Collateral or other property granted to or held by the Administrative Agent under any Loan Document (i) upon termination the Discharge of the Domestic Revolving Commitments, the Global Revolving Commitments, the Participation FCI Commitments, the Bilateral FCI Issuing Commitments and the Participation FCI Issuing Commitments and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration (without any pending drawing) or termination (or cash collateralization or provision of other credit support as contemplated by this Agreement) of all Letters of Credit and FCIsObligations, (ii) that is transferred sold or otherwise disposed of or to be transferred sold or otherwise disposed of as part of or in connection with any Disposition sale or other disposition permitted hereunder or under any other Loan Document or any involuntary dispositionDocument, or (iii) that is required subject to Section 10.1, if approved, authorized or contemplated to be released pursuant to ratified in writing by the terms of this Agreement or any other Loan Document, or (iv) as approved in accordance with Section 9.2Required Lenders;
(b) to subordinate any Lien on any Collateral or other property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property (i) that is permitted by Section 6.3(d), (e), (f), (j), (k), (lSections 7.3(g) and (m) or (ii) as approved in accordance with Section 9.2;i); and
(c) to release any Guarantor from its obligations under the Guarantee and Collateral Agreement (i) if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunder, (ii) if such release is required or contemplated pursuant to under the terms of this Agreement or the Guarantee and Collateral Agreement or (iii) as approved in accordance with Section 9.2; orLoan Documents.
(d) to enter into, on behalf of itself and the Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent, an intercreditor agreement or other agreements for the sharing of collateral pursuant to Section 6.2(i). 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.
(e) 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 connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.
(f) 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 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 on behalf of the 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, pursuant to have agreed to the foregoing provisions. In furtherance of the foregoing, and not in limitation thereof, no Specified Swap Agreement and no Bank Services 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 Bank Services Provider 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 to have agreed to be bound by the Loan Documents as a Secured Party thereunder, subject to the limitations set forth in this Section 8.10paragraph.
Appears in 1 contract
Samples: Credit Agreement (Teladoc, Inc.)
Collateral and Guaranty Matters. The Lenders, Each of the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent (including its or any of its Affiliate’s capacities as a Hedge Bank or Cash Management Bank) irrevocably authorize the Administrative Agent, at its option and in its discretion,discretion (without notice to, or vote or consent of, any counterparty to any Specified Hedge Agreement or Specified Cash Management Agreement that was a Lender or an Affiliate of any Lender at the time such agreement was executed):
(a) to release any Lien on any Collateral granted to or held by the Administrative Agent Agent, for the ratable benefit of the Secured Parties (whether or not on the date of such release there may be outstanding Specified Obligations or contingent indemnification obligations not then due), under any Loan Document (i) upon repayment of all outstanding principal of and all accrued interest on the Loans and Reimbursement Obligations, payment of all outstanding fees and expenses hereunder, the termination of the Domestic Revolving Commitments, the Global Revolving Commitments, the Participation FCI Commitments, the Bilateral FCI Issuing all Commitments and the Participation FCI Issuing Commitments and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration (without any pending drawing) or termination (or cash collateralization or provision of other credit support as contemplated by this Agreement) of all Letters of Credit and FCIsCredit, (ii) that is transferred sold or otherwise disposed of or to be transferred sold or otherwise disposed of as part of or in connection with any Disposition sale or other disposition permitted hereunder or under any other Loan Document or any involuntary dispositionDocuments, or (iii) that is required subject to Section 14.2, if approved, authorized or contemplated to be released pursuant to ratified in writing by the terms of this Agreement or any other Loan Document, or (iv) as approved in accordance with Section 9.2Required Lenders;
(b) to subordinate or release any Lien on any property non-material portion of the Collateral (whether or not on the date of such subordination or release there may be outstanding Specified Obligations or contingent indemnification obligations not then due) granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property (i) that is permitted by Section 6.3(d), (e), (f), (j), (k), (l) and (m) or (ii) as approved in accordance with Section 9.2;Permitted Lien; and
(c) to release any Subsidiary Guarantor (whether or not on the date of such release there may be outstanding Specified Obligations or contingent indemnification obligations not then due) from its obligations under the Guarantee Subsidiary Guaranty Agreement and Collateral Agreement (i) any other Loan Documents if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunder, (ii) if such release is required hereunder or contemplated pursuant to under the terms of this Agreement or the Guarantee and Collateral Agreement or (iii) as approved in accordance with Section 9.2; or
(d) to enter into, on behalf of itself and the Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent, an intercreditor agreement or other agreements for the sharing of collateral pursuant to Section 6.2(i)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 Subsidiary Guarantor from its obligations under the Guarantee and Collateral Agreement, Subsidiary Guaranty Agreement pursuant to this Section 8.10Section.
Appears in 1 contract
Samples: Credit Agreement (Fossil Inc)
Collateral and Guaranty Matters. The Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent Purchasers irrevocably authorize the Administrative AgentAuthorized Representative, at its option and in its discretion,
upon the written request of the Issuer, the Authorized Representative agrees: To (aor direct the Collateral Agent to) to release any Lien and all Liens on any Collateral granted to or held by the Administrative Collateral Agent under any Loan Note Document (i) upon termination of the Domestic Revolving Commitments, the Global Revolving Commitments, the Participation FCI Commitments, the Bilateral FCI Issuing Commitments and the Participation FCI Issuing Commitments and payment in full of all Obligations (other than contingent indemnification obligationsobligations for which no claim has been asserted) and under the expiration (without any pending drawing) or termination (or cash collateralization or provision of other credit support as contemplated by this Agreement) of all Letters of Credit and FCIsNote Documents, (ii) that is transferred sold or otherwise disposed of or to be transferred sold or otherwise disposed of as part of or in connection with any sale or other Disposition permitted hereunder or under any other Loan Note Document or any involuntary dispositionInvoluntary Disposition, or (iii) that is required or contemplated to be released pursuant to the terms of this Agreement or any other Loan Document, or (iv) as approved in accordance with Section 9.2;
(b) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property (i) that is permitted by Section 6.3(d)12.01, (e), (f), (j), (k), (l) and (m) or (iiiv) as approved in accordance with Section 9.2;
(c) otherwise may be expressly provided under the Intercreditor Agreement; and to release any Guarantor from its obligations under the Guarantee and Collateral Agreement Guaranty (i) if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunder, under the Note Documents or (ii) if such release is required or contemplated pursuant to upon payment in full of all Obligations (other than contingent indemnification obligations for which no claim has been asserted) under the terms of this Agreement or the Guarantee and Collateral Agreement or (iii) as approved in accordance with Section 9.2; or
(d) to enter into, on behalf of itself and the Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent, an intercreditor agreement or other agreements for the sharing of collateral pursuant to Section 6.2(i)Note Documents. Upon request by the Administrative Agent Authorized Representative at any time, the Required Lenders Majority Purchasers will confirm in writing the Administrative AgentAuthorized Representative’s authority to release (or subordinate instruct the Collateral Agent to release) its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guarantee and Collateral AgreementGuaranty, pursuant to this Section 8.1012.21. At any time that a Note Party desires the Authorized Representative to take any action pursuant to this Section 12.21, such Note Party shall deliver a certificate signed by a Responsible Officer of such Note Party stating that the action is permitted pursuant to this Section 12.21 and the terms of this Agreement. The Authorized Representative (or any sub-agent acting on its behalf, including 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 Collateral, the existence, priority or perfection of the Collateral Agent’s Lien thereon, or any certificate prepared by any Note Party in connection therewith, nor shall the Authorized Representative (or any sub-agent acting on its behalf, including the Collateral Agent) be responsible or liable to the Purchasers for any failure to monitor or maintain any portion of the Collateral.
Appears in 1 contract
Collateral and Guaranty Matters. The Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent Secured Parties irrevocably authorize the Administrative Agent, at its option and in its discretion,
(a) , to release any Guarantor and any Lien on any Collateral granted to or held by the Administrative Agent under any Loan Document (i) upon termination of the Domestic Revolving Commitments, the Global Revolving Commitments, the Participation FCI Commitments, the Bilateral FCI Issuing Commitments and the Participation FCI Issuing Commitments and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration (without any pending drawing) or termination (or cash collateralization or provision of other credit support as contemplated by this Agreement) of all Letters of Credit and FCIsTermination Date, (ii) that is transferred or to be transferred as part of or in connection with any Disposition permitted hereunder or under any other Loan Document or any involuntary disposition, or (iii) that is required or contemplated to be released pursuant to the terms of this Agreement or any other Loan Document, or (iv) as approved in accordance with Section 9.2;
(b) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property (i) that is permitted by Section 6.3(d), (e), (f), (j), (k), (l) and (m) or (ii) as approved in accordance with Section 9.2;
(c) to release any Guarantor from its obligations under the Guarantee and Collateral Agreement (i) if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunder, (ii) if such release is required or contemplated pursuant to the terms of this Agreement or the Guarantee and Collateral Agreement or (iii) as approved in accordance with Section 9.2; or
(d) 12.01, and to enter intoexecute in connection with such events such payoff letters and related documentation in form and substance satisfactory to Administrative Agent, on behalf of itself in its sole discretion, as shall in Administrative Agent’s sole discretion be deemed advisable or as the Loan Parties may reasonably request. In connection with any such release, each Lender, the L/C Issuer and the LendersSupport Providers hereby direct the Administrative Agent, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility AgentAdministrative Agent agrees that it shall, an intercreditor agreement upon the reasonable request of the Borrower Representative (and except in the case where the Termination Date has actually occurred, so long as no Default or Event of Default then exists), to (i) promptly execute and deliver or file such documents and perform other agreements for actions reasonably requested to release the sharing guaranties and the Liens and (ii) deliver to the Loan Parties any portion of collateral pursuant to Section 6.2(i)such Collateral so released in the possession of the Administrative Agent or as otherwise required under any Loan Documents or applicable Law, in each case without recourse, representation or warranty. 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 Guarantee and Collateral AgreementCollateral, pursuant to this Section 8.1011.11. The Secured Parties hereby irrevocably authorize Administrative Agent (absent, with respect to any particular transaction, Administrative Agent receiving contrary written bidding instructions from the Required Lenders before such transaction), to credit bid all or any portion of the Obligations (including, to credit bid all or any portion of the Obligations (including accepting some or all of the Collateral in satisfaction of some or all of the Obligations pursuant to a deed in lieu of foreclosure or otherwise) and in such manner purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral (a) at any sale thereof conducted under the provisions of the Bankruptcy Code of the United States, including under Section 363, 1123 or 1129 of the Bankruptcy Code of the United States, or any similar Laws in any other jurisdictions to which a Loan Party is subject, (b) at any other sale or foreclosure or acceptance of collateral in lieu of debt conducted by (or with the consent or at the direction of) Administrative Agent (whether by judicial action or otherwise) in accordance with any applicable Law. In connection with any such credit bid and purchase, the Obligations owed to the Secured Parties shall be entitled to be, and shall be, credit bid on a ratable basis (with Obligations with respect to contingent or unliquidated claims receiving contingent interests in the acquired assets on a ratable basis that would vest upon the liquidation of such claims in an amount proportional to the liquidated portion of the contingent claim amount used in allocating the contingent interests) in the asset or assets so purchased (or in the Capital Stock or debt instruments of the acquisition vehicle or vehicles that are used to consummate such purchase). In connection with any such bid Administrative Agent shall be authorized (i) to form one or more acquisition vehicles to make a bid, (ii) to adopt documents providing for the governance of the acquisition vehicle or vehicles (provided that any actions by Administrative Agent with respect to such acquisition vehicle or vehicles, including any disposition of the assets or Capital Stock thereof shall be governed, directly or indirectly, by the vote of the Required Lenders, irrespective of the termination of this Agreement and without giving effect to the limitations on actions by the Required Lenders contained in clauses (a) through (h) of Section 12.01 of this Agreement (provided that, in any event, the consent of each Lender shall be required for any amendment that would treat or attempts to treat a Lender or a class of Lenders in a manner different than all other Lenders), and (iii) to the extent that Obligations that are assigned to an acquisition vehicle are not used to acquire Collateral for any reason (as a result of another bid being higher or better, because the amount of Obligations assigned to the acquisition vehicle exceeds the amount of debt credit bid by the acquisition vehicle or otherwise), such Obligations shall automatically be reassigned to the Lenders pro rata and the Capital Stock and/or debt instruments issued by any acquisition vehicle on account of the Obligations that had been assigned to the acquisition vehicle shall automatically be cancelled, without the need for any Secured Party or any acquisition vehicle to take any further action.
Appears in 1 contract
Collateral and Guaranty Matters. The Without limiting the provisions of Section 7.13, each of the Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent irrevocably authorize the Administrative Agent, at its option and in its discretion,
, (a) to release any Lien on any Collateral granted to or held by the Administrative Agent under any Loan Document (i) upon termination of the Domestic Revolving Commitments, the Global Revolving Commitments, the Participation FCI Commitments, the Bilateral FCI Issuing Commitments and the Participation FCI Issuing Commitments and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration (without any pending drawing) or termination (or cash collateralization or provision of other credit support as contemplated by this Agreement) of all Letters of Credit and FCIs, (ii) that is transferred or to be transferred as part of or in connection with any Disposition permitted hereunder or under any other Loan Document or any involuntary disposition, or (iii) that is required or contemplated to be released pursuant to the terms of this Agreement or any other Loan Document, or (iv) as approved in accordance with Section 9.2;
(b) to subordinate any Lien on any property granted to or held by the Administrative Agent and/or Collateral Agent under any Loan Transaction Document to the holder of any Lien on such property (i) that is permitted by Section 6.3(dupon termination of the Aggregate Commitments, payment in full of all Obligations (other than (x) contingent indemnification obligations and (y) obligations and liabilities under Hedge Agreements as to which arrangements satisfactory to the applicable Hedge Counterparty shall have been made), (e)ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Transaction Document, (f)iii) that constitutes “Excluded Collateral”, (j), (k), (l) and (m) or (iiiv) as approved if approved, authorized or ratified in writing in accordance with Section 9.2;
10.2; and (cb) to if the Partial Release Conditions are satisfied, release any Subsidiary Guarantor from its obligations under the Guarantee Guaranty, Pledge and Collateral Security Agreement (iand to release any Lien on any property of such Subsidiary Guarantor or on the Equity Interests of such Subsidiary Guarantor granted to or held by the Administrative Agent and/or Collateral Agent under any Transaction Document) if such Person party ceases to be a Restricted Borrower Subsidiary as a result of a Takeout Transaction or if such Person otherwise ceases to be a Borrower Subsidiary as a result of a transaction permitted hereunder, (ii) if such release is required or contemplated pursuant to under the terms of this Agreement or the Guarantee and Collateral Agreement or (iii) as approved in accordance with Section 9.2; or
(d) to enter into, on behalf of itself and the Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent, an intercreditor agreement or other agreements for the sharing of collateral pursuant to Section 6.2(i)Transaction Documents. 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, property or to release any Subsidiary Guarantor from its obligations under the Guarantee Guaranty, Pledge and Collateral Agreement, Security Agreement pursuant to this Section 8.107.14. In each case as specified in this Section 7.14, the Administrative Agent and/or the Collateral Agent 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 release such Subsidiary Guarantor from its obligations under the Guaranty, Pledge and Security Agreement in each case in accordance with the terms of the Transaction Documents and this Section 7.14. 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 connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.
Appears in 1 contract
Collateral and Guaranty Matters. The Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent Credit Parties irrevocably authorize the Administrative Agent, at its option and in its discretion,
(a) to release any Lien on any Collateral property granted to or held by the Administrative Agent under any Loan Document (i) upon termination of the Domestic Revolving Commitments, the Global Revolving Commitments, the Participation FCI Commitments, the Bilateral FCI Issuing Commitments and the Participation FCI Issuing Aggregate Commitments and payment in full of all Loan Agreement Obligations (other than contingent indemnification obligations) and obligations for which no claim has been asserted), and/or the expiration (without any pending drawing) expiration, termination or termination (or cash collateralization or provision of other credit support as contemplated by this Agreement) Cash Collateralization of all Letters of Credit and FCIsCredit, (ii) that is transferred sold or otherwise disposed of or to be transferred sold or otherwise disposed of as part of or in connection with any Disposition sale or other disposition permitted hereunder or under any other Loan Document or any involuntary dispositionDocument, or (iii) that is required if approved, authorized or contemplated to be released pursuant to ratified in writing by the terms of this Agreement or any other Loan Document, or (iv) as approved Applicable Lenders in accordance with Section 9.210.01;
(b) to subordinate any Lien on any property Other Property granted to or held by the Administrative Agent as Collateral under any Loan Document to the holder of any Lien on such property property, as contemplated by clause (ir) that is permitted by Section 6.3(d), of the definition of Permitted Encumbrances and to enter into the intercreditor agreements contemplated under clause (e), (f), (j), (k), (lr) and (m) of the definition of Permitted Encumbrances or (ii) as approved in accordance with Section 9.2otherwise under this Agreement;
(c) to release any Guarantor from its obligations under the Guarantee and Collateral Agreement (i) Loan Documents if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunder and to release any Loan Party from its obligations under the Loan Documents in the event that such Loan Party shall dispose of all or substantially all of its assets and shall cease to own any Collateral in a transaction permitted hereunder, (ii) if such release is required or contemplated pursuant to the terms of this Agreement or the Guarantee and Collateral Agreement or (iii) as approved in accordance with Section 9.2; orand
(d) to enter into, release any Lien on behalf any Other Property that is granted to or held by the Agent under any Loan Document if such Other Property is no longer subject to a Lien in favor of itself and the Lenders, lenders of Permitted Indebtedness under clause (j) or (k) of the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent, an intercreditor agreement definition thereof (or other agreements for the sharing any Permitted Refinancings of collateral pursuant to Section 6.2(isuch Indebtedness). Upon request by the Administrative Agent at any time, the Required Applicable 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 Guarantee Guaranty and Collateral Agreement, Security Agreement pursuant to this Section 8.109.10 and its authority to give the releases set forth in Section 10.21.
Appears in 1 contract
Samples: Credit Agreement (Sears Hometown & Outlet Stores, Inc.)
Collateral and Guaranty Matters. The Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent irrevocably authorize the Administrative Agent, at its option and in its discretion,
(a) to Each of the Lenders irrevocably authorizes the Disbursing Agent and the Collateral Agent to:
(i) release any Lien on any Collateral property granted to or held by the Administrative Collateral Agent under any Loan Document (ix) upon termination of the Domestic Revolving Commitments, the Global Revolving Commitments, the Participation FCI Commitments, the Bilateral FCI Issuing Commitments and the Participation FCI Issuing Commitments and payment Payment in full of all Obligations (other than contingent indemnification obligations) and the expiration (without any pending drawing) or termination (or cash collateralization or provision of other credit support as contemplated by this Agreement) of all Letters of Credit and FCIsFull, (iiy) that is transferred sold or to be transferred otherwise disposed of as part of or in connection with any sale or other Disposition permitted hereunder or under any other the Loan Document or any involuntary disposition, Documents or (iiiz) that is subject to Section 9.01, if approved, authorized or ratified in writing by the Required Lenders or such other number or percentage of Lenders (excluding the LC Provider, in its capacity as such) required or contemplated to be released pursuant to the terms of this Agreement or any other Loan Document, or (iv) as approved in accordance with Section 9.2hereby;
(bii) to subordinate any Lien on any property granted to or held by the Administrative Collateral Agent under any Loan Document to the holder of any Lien on such property (i) that is permitted by Section 6.3(d6.02(h), (e), (f), (j), (k), (l) and (m) or (ii) as approved in accordance with Section 9.2;; and
(ciii) to release any Guarantor from its obligations under the Guarantee and Collateral Agreement (ix) upon Payment in Full or (y) if such Person Guarantor ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunder, (ii) if such release is required or contemplated pursuant to the terms of this Agreement or the Guarantee under and Collateral Agreement or (iii) as approved in accordance with Section 9.2; or
the Loan Documents. Any such release of guarantee obligations or security interests shall be deemed subject to the provision that such guarantee obligations shall be reinstated if after such 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 the Borrower 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, the Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payment had not been made. Any such release of Liens shall not in any manner discharge, affect, or impair the Obligations or any Liens (dother 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 enter intoconstitute part of the Collateral. In no event shall the Disbursing Agent or the Collateral Agent be obligated to execute or deliver any document evidencing any release, on behalf subordination or re-conveyance without receipt of itself 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 Lendersother Loan Documents, the Issuing Lendersand that all conditions precedent to such release, the FCI Issuing Lenders and the Foreign Trade Facility Agent, an intercreditor agreement subordination or other agreements for the sharing of collateral pursuant to Section 6.2(i)re-conveyance have been complied with. Upon request by the Administrative 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 Guarantee and Collateral Agreement, Guaranty pursuant to this Section 8.10.
(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 the 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 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 hereby agree that (i) the LC Provider, solely in its capacity as such, shall not have any rights in connection with the management or release of any Collateral or of the obligations of any Guarantor under the Guarantee and Collateral Agreement or to direct the Collateral Agent with respect thereto, (ii) no Lender shall have any right individually to realize upon any of the Collateral or to enforce the Guarantee and Collateral Agreement or any other Security Document, it being understood and agreed that all powers, rights and remedies under any of the Security Documents may be exercised solely by the Collateral Agent for the benefit of the Secured Parties in accordance with the terms thereof, (iii) 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, 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 its or their respective individual capacities) shall be 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 Disbursing Agent or the Collateral Agent) as a credit on account of the purchase price for any collateral payable by the Collateral Agent (or such acquisition vehicle) at such sale or other Disposition.
Appears in 1 contract
Samples: Credit Agreement (Pacific Investment Management Co LLC)
Collateral and Guaranty Matters. The Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent L/C Issuer irrevocably authorize the Administrative Agent, at its option and in its discretion,
(a) to release any Lien on any Collateral property granted to or held by the Administrative Agent under any Loan Document (i) upon termination of the Domestic Revolving Commitments, the Global Revolving Commitments, the Participation FCI Commitments, the Bilateral FCI Issuing Commitments and the Participation FCI Issuing Aggregate Commitments and payment in full of all Obligations (other than (A) contingent indemnification obligationsobligations and (B) obligations and liabilities under Secured Cash Management Arrangements and Related Swap Contracts as to which arrangements satisfactory to the applicable Cash Management Bank or applicable Lender or Affiliate of a Lender party to a Related Swap Agreement shall have been made) and the expiration (without any pending drawing) or termination (or cash collateralization or provision of other credit support as contemplated by this Agreement) of all Letters of Credit and FCIsCredit, (ii) that is transferred sold or to be transferred sold as part of or in connection with any Disposition sale permitted hereunder or under any other Loan Document or any involuntary dispositionDocument, or (iii) that is required subject to Section 10.01, if approved, authorized or contemplated to be released pursuant to ratified in writing by the terms of this Agreement or any other Loan Document, or (iv) as approved in accordance with Section 9.2Required Lenders;
(b) (i) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property (i) that is permitted by Section 6.3(d), (e), (f), (j), (k), (l) and (m7.01(i) or to the interests of any lessor or purchaser of accounts receivable in assets that are owned by such Person and not by any Loan Party and (ii) as approved in accordance to enter into intercreditor arrangements with Section 9.2;holders of Permitted Real Estate Indebtedness for the purpose of releasing or subordinating any Lien of the Administrative Agent on property that constitutes Permitted Real Estate Indebtedness Collateral.
(c) to release any Subsidiary Guarantor from its obligations under the Guarantee Subsidiary Guaranty (and Collateral Agreement (ito release any Lien on any property of such Subsidiary Guarantor) if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunder, (ii) if such release is required or contemplated pursuant to the terms of this Agreement or the Guarantee and Collateral Agreement or (iii) as approved in accordance with Section 9.2; or
(d) to enter into, on behalf of itself and the Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent, an intercreditor agreement or other agreements for the sharing of collateral pursuant to Section 6.2(i). 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 Guarantee and Collateral Agreement, Subsidiary Guaranty pursuant to this Section 8.109.10.
Appears in 1 contract
Collateral and Guaranty Matters. The Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent irrevocably authorize the Administrative Agent, at its option and in its discretion,
(a) to release any Lien on any Collateral or other property granted to or held by the Administrative Agent under any Loan Document (i) upon termination the Discharge of the Domestic Revolving Commitments, the Global Revolving Commitments, the Participation FCI Commitments, the Bilateral FCI Issuing Commitments and the Participation FCI Issuing Commitments and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration (without any pending drawing) or termination (or cash collateralization or provision of other credit support as contemplated by this Agreement) of all Letters of Credit Credit, Bank Services and FCIsSpecified Swap Agreements (other than Letters of Credit, Bank Services and Specified Swap Agreements the Obligations in respect of which have been Cash Collateralized in an amount equal to 103% thereof in accordance with the terms hereof or as to which other arrangements satisfactory to the Administrative Agent, the Issuing Lender, provider of Bank Services or any applicable Qualified Counterparty, as applicable, shall have been made), (ii) that is transferred sold or otherwise disposed of or to be transferred sold or otherwise disposed of as part of or in connection with any Disposition sale or other disposition permitted hereunder or under any other Loan Document or any involuntary dispositionDocument, or (iii) that is required subject to Section 10.1, if approved, authorized or contemplated to be released pursuant to ratified in writing by the terms of this Agreement or any other Loan Document, or (iv) as approved in accordance with Section 9.2Required Lenders;
(b) to subordinate any Lien on any Collateral or other property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property (i) that is permitted by Section 6.3(d), (e), (f), (j), (k), (lSections 7.3(g) and (m) or (ii) as approved in accordance with Section 9.2;i); and
(c) to release any Guarantor from its obligations under the Guarantee and Collateral Agreement (i) if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunder, (ii) if such release is required or contemplated pursuant to under the terms of this Agreement or the Guarantee and Collateral Agreement or (iii) as approved in accordance with Section 9.2; orLoan Documents.
(d) to enter into, on behalf of itself and the Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent, an intercreditor agreement or other agreements for the sharing of collateral pursuant to Section 6.2(i). 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 guarantee obligations under the Guarantee and Collateral Agreement, Agreement pursuant to this Section 8.109.10.
(e) 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 connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.
(f) No Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee of the Secured Obligations, it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Administrative Agent on behalf of the 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 in an Insolvency 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 the 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 Secured 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 Secured Obligations provided under the Loan Documents, to have agreed to the foregoing provisions. In furtherance of the foregoing and not in limitation thereof, no Swap Agreement the obligations under which constitute Secured 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 in the Guarantee and Collateral Agreement. By accepting the benefits of the Collateral, each Secured Party that is a party to any such Hedging Agreement shall be deemed to have appointed the Administrative Agent to serve as administrative agent and collateral agent under the Loan Documents and agreed to be bound by the Loan Documents as a Secured Party thereunder, subject to the limitations set forth in this paragraph.
Appears in 1 contract
Collateral and Guaranty Matters. (a) The Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent Secured Parties irrevocably authorize the Administrative Agent, at its option and in its discretion,:
(ai) to release any Lien on any Collateral Property granted to or held by the Administrative Agent under any Loan Document (iA) upon termination of the Domestic Revolving Commitments, the Global Revolving Commitments, the Participation FCI Commitments, the Bilateral FCI Issuing Commitments and the Participation FCI Issuing Commitments and payment Payment in full of all Obligations (other than contingent indemnification obligations) and the expiration (without any pending drawing) or termination (or cash collateralization or provision of other credit support as contemplated by this Agreement) of all Letters of Credit and FCIsFull, (iiB) that is transferred Disposed of or to be transferred Disposed of as part of or in connection with any Disposition permitted hereunder or under any other the Loan Document or any involuntary dispositionDocuments, or (iiiC) that is required if approved, authorized or contemplated to be released pursuant to ratified in writing by the terms of this Agreement Required Lenders or any other Loan Documentall Lenders, or (iv) as approved in accordance with applicable, under Section 9.2;10.10; and
(bii) to subordinate any Lien on any property Property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property (i) Property that is permitted by Section 6.3(d), (e), (f), (j), (k), (l) and (m) or (ii) as approved in accordance with Section 9.2;
(c) to release any Guarantor from its obligations under the Guarantee and Collateral Agreement (i) if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunder, (ii) if such release is required or contemplated pursuant to the terms of this Agreement or the Guarantee and Collateral Agreement or (iii) as approved in accordance with Section 9.2; or
(d) to enter into, on behalf of itself and the Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent, an intercreditor agreement or other agreements for the sharing of collateral pursuant to Section 6.2(i)7.2. 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 Guarantee and Collateral Agreement, Property pursuant to this Section 8.109.9. Upon the occurrence of any of the events specified in Section 9.9(a)(i)(A), (B) or (C), at Borrower’s sole cost and expense, Administrative Agent shall execute and deliver to Borrower such documentation as Borrower may reasonably request in writing to release the applicable Collateral from the Liens created by the Loan Documents. In connection with any such request by Borrower, Administrative Agent may request, and if requested by Administrative Agent, Borrower shall deliver a written certificate of a Responsible Officer of Borrower certifying that the applicable transaction is permitted under the Loan Documents (and Administrative Agent may rely conclusively on any such certificate without further inquiry and shall have no liability to any Secured Party for any inaccuracy or misrepresentation contained therein).
(b) 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 Administrative Agent’s Lien thereon, or any certificate prepared by any Beneficient Party in connection therewith, nor shall Administrative Agent be responsible or liable to Lenders for any failure to monitor or maintain any portion of the Collateral.
Appears in 1 contract
Collateral and Guaranty Matters. (a) The Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent irrevocably authorize the Administrative Agent, at its option and in its discretion,
(ai) to release any Lien on any Collateral or other property granted to or held by the Administrative Agent under any Loan Document (i) upon termination the Discharge of the Domestic Revolving Commitments, the Global Revolving Commitments, the Participation FCI Commitments, the Bilateral FCI Issuing Commitments and the Participation FCI Issuing Commitments and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration (without any pending drawing) or termination (or cash collateralization or provision of other credit support as contemplated by this Agreement) of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and FCIsthe applicable Issuing Lender shall have been made), (ii) that is transferred sold or otherwise disposed of or to be transferred sold or otherwise disposed of as part of or in connection with any Disposition sale or other disposition permitted hereunder or under any other Loan Document or any involuntary dispositionDocument, or (iii) that is required subject to Section 10.1, if approved, authorized or contemplated to be released pursuant to ratified in writing by the terms of this Agreement or any other Loan Document, or (iv) as approved in accordance with Section 9.2Required Lenders;
(bii) to subordinate any Lien on any Collateral or other property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property (i) that is permitted by Section 6.3(d), (e), (f), (j), (k), (lSections 7.3(g) and (m) or (ii) as approved in accordance with Section 9.2;i); and
(ciii) to release any Guarantor from its obligations under the Guarantee and Collateral Agreement (i) if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunder, (ii) if such release is required or contemplated pursuant to under the terms of this Agreement or the Guarantee and Collateral Agreement or (iii) as approved in accordance with Section 9.2; or
(d) to enter into, on behalf of itself and the Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent, an intercreditor agreement or other agreements for the sharing of collateral pursuant to Section 6.2(i)Loan Documents. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s '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.
(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 connection therewith, nor shall the Administrative Agent 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 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 on behalf of the 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, pursuant 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 to have agreed to be bound by the Loan Documents as a Secured Party thereunder, subject to the limitations set forth in this Section 8.10paragraph.
Appears in 1 contract
Collateral and Guaranty Matters. The Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent irrevocably authorize the Administrative Agent, at its option and in its discretiondiscretion (without notice to, or vote of consent of, any Cash Management Bank or Hedging Bank),
(a) to release any Lien on any Collateral granted to or held by the Administrative Agent Agent, for the ratable benefit of itself and the Secured Parties, under any Loan Document (i) upon repayment of the outstanding principal of and all accrued interest on the Loans and Reimbursement Obligations, payment of all outstanding indemnities, fees and expenses hereunder (other than those Obligations which survive pursuant to Section 14.15), the termination of the Domestic Revolving Commitments, the Global Revolving Commitments, the Participation FCI Commitments, the Bilateral FCI Issuing Commitments and the Participation FCI Issuing Commitments and payment in full of all Obligations (other than contingent indemnification obligations) Credit Commitment and the expiration (without any pending drawing) or termination (or cash collateralization or provision of other credit support as contemplated by this Agreement) of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and FCIsthe Issuing Lender shall have been made), (ii) that is transferred sold or to be transferred sold as part of or in connection with any Disposition sale permitted hereunder or under any other Loan Document or any involuntary dispositionDocument, or (iii) that is required subject to Section 14.11, if approved, authorized or contemplated to be released pursuant to ratified in writing by the terms of this Agreement or any other Loan Document, or (iv) as approved in accordance with Section 9.2Required Lenders;
(b) to subordinate or release any Lien on any property Collateral granted to or held by the Administrative Agent under any Loan Document to the holder of any Permitted Lien on such property (i) that is permitted by Section 6.3(d), (e), (f), (j), (k), (l) and (m) or (ii) as approved in accordance with Section 9.2;11.2; and
(c) to release any Guarantor from its obligations under the Guarantee and Guaranty Agreement, the Collateral Agreement (i) and any other Loan Documents if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunder. Without limiting the authority of the Administrative Agent under the Loan Documents, (ii) if such release is required or contemplated pursuant to the terms of this Agreement or the Guarantee and Collateral Agreement or (iii) as approved in accordance with Section 9.2; or
(d) to enter into, on behalf of itself and the Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent, an intercreditor agreement or other agreements for the sharing of collateral pursuant to Section 6.2(i). Upon 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 Guarantee and Collateral Agreement, Guaranty Agreement pursuant to this Section 8.1013.9. 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 connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.
Appears in 1 contract
Collateral and Guaranty Matters. The LendersEach of the Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank), the Issuing LendersSwingline Lender, the FCI Issuing Lenders L/C Issuer and the Foreign Trade Facility Agent other Secured Parties irrevocably authorize the Administrative AgentAgent to take the following actions, at its option and in its discretion,the Administrative Agent hereby agrees to take such actions upon the Borrower’s request:
(a) to release any Lien on any Collateral property granted to or held by the Administrative Agent under any Loan Document (i) upon termination of all of the Domestic Revolving Commitments, the Global Revolving Commitments, the Participation FCI Commitments, the Bilateral FCI Issuing Commitments and the Participation FCI Issuing Aggregate Commitments and payment in full of all Obligations (other than (A) contingent indemnification obligationsobligations and (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration (without any pending drawing) or termination (or cash collateralization or provision of other credit support as contemplated by this Agreement) of all Letters of Credit (other than Letters of Credit that have been Cash Collateralized or as to which other arrangements reasonably satisfactory to the Administrative Agent, the Swingline Lender and FCIsthe L/C Issuer shall have been made), (ii) that is transferred sold or Disposed of or to be transferred sold contemporaneously with the release of such Lien or Disposed of as part of or in connection with any sale or Disposition permitted hereunder or under any other Loan Document or any involuntary dispositionDocument, or (iii) that is required if approved, authorized or contemplated to be released pursuant to the terms of this Agreement or any other Loan Document, or (iv) as approved ratified in writing in accordance with Section 9.210.1;
(b) to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Restricted 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 Document to the holder of any Lien on such property (i) that is permitted by Section 6.3(dSections 7.1(h), (e), (f), (j), (k), (l) and (mn) or (ii) as approved in accordance with Section 9.2;
(c) to release any Guarantor from its obligations under the Guarantee and Collateral Agreement (i) if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunder, (ii) if such release is required or contemplated pursuant to the terms of this Agreement or the Guarantee and Collateral Agreement or (iii) as approved in accordance with Section 9.2; or
(d) to enter into, on behalf of itself and the Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent, an intercreditor agreement or other agreements for the sharing of collateral pursuant to Section 6.2(io). 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 Collateral or other property, or to release any Guarantor from its obligations under the Guarantee and Collateral Agreement, Guaranty pursuant to this Section 8.109.10. In each case as specified in this Section 9.10, the Administrative Agent 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 or other property from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release 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.
Appears in 1 contract
Collateral and Guaranty Matters. The LendersWithout limiting the provisions of Section 9.08, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent L/C Issuer irrevocably authorize the Administrative Agent, at its option and in its discretion,
(a) to release any Lien on any Collateral property granted to or held by the Administrative Agent under any Loan Document (i) upon termination of the Domestic Revolving Commitments, the Global Revolving Commitments, the Participation FCI Commitments, the Bilateral FCI Issuing Commitments and the Participation FCI Issuing Aggregate Commitments and payment in full of all Obligations (other than contingent indemnification obligationsobligations and obligations under Bank Products Agreements and Related Swap Contracts as to which arrangements satisfactory to the applicable Lender or Affiliate of a Lender have been made) and the expiration (without any pending drawing) or expiration, termination (or cash collateralization or provision of other credit support as contemplated by this Agreement) of all Letters of Credit and FCIsCredit, (ii) that is transferred sold or otherwise disposed of or to be transferred sold or otherwise disposed of as part of or in connection with any Disposition sale or other disposition permitted hereunder or under any other Loan Document or any involuntary dispositionDocument, or (iii) that is required subject to Section 10.01, if approved, authorized or contemplated to be released pursuant to ratified in writing by the terms of this Agreement or any other Loan Document, or (iv) as approved in accordance with Section 9.2Required Lenders;
(b) 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;
(c) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property (i) that is permitted by Section 6.3(d7.01(h), (e), (f), (j), (k), (l) and (m) or (ii) as approved in accordance with Section 9.2;
(c) to release any Guarantor from its obligations under the Guarantee and Collateral Agreement (i) if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunder, (ii) if such release is required or contemplated pursuant to the terms of this Agreement or the Guarantee and Collateral Agreement or (iii) as approved in accordance with Section 9.2; orand
(d) to enter into, on behalf agree to any non-disturbance or similar agreement with respect to the licensing of itself and the Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent, an intercreditor agreement or other agreements for the sharing of collateral pursuant to Section 6.2(i)Intellectual Property permitted under 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 Guarantee and Collateral AgreementGuaranty, pursuant to this Section 8.109.09. 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 connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.
Appears in 1 contract
Samples: Credit Agreement (RealD Inc.)
Collateral and Guaranty Matters. (a) The Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent irrevocably authorize the Administrative Agent, at its option and in its discretion,, NY-2410154
(ai) to 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 Domestic Revolving Commitments, the Global Revolving Commitments, the Participation FCI Commitments, the Bilateral FCI Issuing Commitments and the Participation FCI Issuing Commitments and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration (without any pending drawing) or termination (or cash collateralization or provision of other credit support as contemplated by this Agreement) of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and FCIsthe applicable Issuing Lender shall have been made), (iiB) that is transferred sold or otherwise disposed of or to be transferred sold or otherwise disposed of as part of or in connection with any Disposition sale or other disposition permitted hereunder or under any other Loan Document or any involuntary disposition, or (iii) that is required or contemplated to be released pursuant to the terms of this Agreement or any other Loan Document, or (ivC) as approved subject to Section 10.1, if approved, authorized or ratified in accordance with Section 9.2writing by the Required Lenders;
(bii) to subordinate any Lien on any Collateral or other property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property (i) that is permitted by Section 6.3(d), Sections 7.3 (e), (f), (j), (k), (lg) and (m) or (ii) as approved in accordance with Section 9.2;i); and
(ciii) to release any Guarantor from its obligations under the Guarantee and Collateral Agreement (i) if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunder, (ii) if such release is required or contemplated pursuant to under the terms of this Agreement or the Guarantee and Collateral Agreement or (iii) as approved in accordance with Section 9.2; or
(d) to enter into, on behalf of itself and the Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent, an intercreditor agreement or other agreements for the sharing of collateral pursuant to Section 6.2(i)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 pursuant to this Section 9.10.
(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 connection therewith, nor shall the Administrative Agent 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 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 on behalf of the 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, pursuant 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 to have agreed to be bound by the Loan Documents as a Secured Party thereunder, subject to the limitations set forth in this Section 8.10.paragraph. NY-2410154
Appears in 1 contract
Samples: Credit Agreement (Stitch Fix, Inc.)
Collateral and Guaranty Matters. The Lenders, Each of the Issuing Lenders, the FCI Issuing Lenders irrevocably agrees to (and the Foreign Trade Facility Agent irrevocably authorize authorizes the Administrative Agent, at its option and Agent to act in its discretion,accordance with) the following:
(a) Subject to Section 9.10(b), Collateral may be released from the Lien and security interest created by the Collateral Documents for the benefit of the Senior Credit Parties at any time or from time to time in accordance with the provisions of the Collateral Documents or as provided hereby. The Borrower and the Guarantors shall be entitled to a release any Lien on any of property and other assets included in the Collateral granted to or held by from the Liens securing the Loan Obligations, and the Administrative Agent (subject to its receipt of an Officer’s Certificate and Opinion of Counsel as provided below) shall release, or instruct the Collateral Agent to release, as applicable, the same from such Liens at the Borrower’s sole cost and expense, under one or more of the following circumstances:
(1) enable the Borrower or any Guarantor to sell, exchange or otherwise dispose of any of the Collateral (other than any such disposition to the Borrower or a Guarantor) to the extent not prohibited under Section 7.05 hereof;
(2) in the case of a Guarantor that is released from its Guarantee with respect to all of the Loan Document Obligations, the release of the property and assets of such Guarantor;
(i3) pursuant to an amendment or waiver in accordance with Section 10.01 hereof; or
(4) upon termination of the Domestic Revolving Commitments, the Global Revolving Commitments, the Participation FCI Commitments, the Bilateral FCI Issuing Commitments and the Participation FCI Issuing Commitments and payment in full of the principal of, together with accrued and unpaid interest (including post-petition interest, if any) on, all of the Loans and all other Loan Obligations that are due and payable at or prior to the time such principal, together with accrued and unpaid interest are paid.
(other than contingent indemnification obligationsb) Upon receipt of an Officer’s Certificate and an Opinion of Counsel certifying that all conditions precedent under this Agreement and the expiration (without Collateral Documents, if any, to such release have been met and any pending drawing) necessary or termination (proper instruments of termination, satisfaction or cash collateralization or provision of other credit support as contemplated release prepared by this Agreement) of all Letters of Credit and FCIsthe Borrower, (ii) that is transferred or to be transferred as part of or in connection with any Disposition permitted hereunder or under any other Loan Document or any involuntary dispositionthe Administrative Agent shall, or shall cause the Collateral Agent, to execute, deliver or acknowledge (iiiat the Borrower’s expense) that is required such instruments or contemplated releases to evidence the release of any Collateral permitted to be released pursuant to the terms of this Agreement or any other Loan Document, or (iv) as approved in accordance with Section 9.2;
(b) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property (i) that is permitted by Section 6.3(d), (e), (f), (j), (k), (l) and (m) or (ii) as approved in accordance with Section 9.2;
(c) to release any Guarantor from its obligations under the Guarantee and Collateral Agreement (i) if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunder, (ii) if such release is required or contemplated pursuant to the terms of this Agreement or the Guarantee and Collateral Agreement or (iii) as approved in accordance with Section 9.2; or
(d) to enter into, on behalf of itself and the Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent, an intercreditor agreement or other agreements for the sharing of collateral pursuant to Section 6.2(i)Documents. Upon request by Neither the Administrative Agent at nor the Collateral Agent shall be liable for any timesuch release undertaken in good faith in reliance upon any such Officer’s Certificate or Opinion of Counsel, and notwithstanding any term hereof or in any Collateral Document to the contrary, 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 Agent and Collateral Agent shall not be under any obligation to release any Guarantor from its obligations under the Guarantee such Lien and Collateral Agreementsecurity interest, pursuant to this Section 8.10or execute and deliver any such instrument of release, satisfaction or termination, unless and until it receives such Officer’s Certificate and Opinion of Counsel.
Appears in 1 contract
Samples: Senior Secured Credit Agreement (Polymer Group Inc)
Collateral and Guaranty Matters. The Lenders, the Issuing Lenders, the FCI Issuing Lenders Each Lender (including in its capacities as a potential Cash Management Bank and the Foreign Trade Facility Agent as a potential Hedge Bank) and L/C Issuer irrevocably authorize authorizes the Administrative Agent, at its option and in its discretion,, after the Closing Date:
(a) to release any Lien to the extent securing the Obligations on any Collateral property granted to or held by the Administrative Agent under any Loan Document Document, (i) upon termination of the Domestic Revolving Commitments, the Global Revolving Commitments, the Participation FCI Commitments, the Bilateral FCI Issuing Commitments and the Participation FCI Issuing Aggregate Commitments and payment in full of all Obligations (other than (A) contingent indemnification obligationsobligations as to which no claim has been asserted and (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements), the termination or expiration (without any with no pending drawing) or termination (or cash collateralization or provision of other credit support as contemplated by this Agreement) drawings 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 FCIsthe applicable L/C Issuer shall have been made), (ii) that is transferred or to be transferred sold as part of of, or in connection with with, any Disposition sale permitted hereunder or under any other Loan Document or any involuntary disposition, or (iii) that is required if approved, authorized or contemplated to be released pursuant to the terms of this Agreement or any other Loan Document, or (iv) as approved ratified in writing in accordance with Section 9.210.01;
(b) to release any Guarantor from its Guarantee of the Obligations under the Guarantee and 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) or (ii) if approved, authorized or ratified in writing in accordance with Section 10.01;
(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 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 Excluded Subsidiary; provided that if such Guarantor becomes an Excluded Subsidiary then the release of any pledge of Equity Interests will only occur if such Equity Interests constitute Excluded Assets;
(d) 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 the extent securing the Obligations, to the holder of any Lien on such property (i) that is permitted by Section 6.3(d), (e), (f), (j), (k), (l) and (m) or (ii) as approved in accordance with Section 9.2;
(c) to release any Guarantor from its obligations under the Guarantee and Collateral Agreement (i) if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunder, (ii) if such release is required or contemplated pursuant to the terms of this Agreement or the Guarantee and Collateral Agreement or (iii) as approved in accordance with Section 9.2; or
(d) to enter into, on behalf of itself and the Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent, an intercreditor agreement or other agreements for the sharing of collateral pursuant to Section 6.2(i7.01(i). 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 Guarantee of the Obligations under the Guarantee and Collateral Agreement pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent 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 release such Guarantor from its Guarantee of the Obligations under the Guarantee and Collateral Agreement, pursuant to in each case in accordance with the terms of the Loan Documents and this Section 8.109.10. Notwithstanding anything to the contrary in this Agreement, upon a Subsidiary being designated an Unrestricted Subsidiary in accordance with Section 6.18 of this Agreement or otherwise ceasing to be a Restricted Subsidiary (including by way of liquidation or dissolution) in a transaction permitted by this Agreement, such Subsidiary shall be 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 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 Document conflicts or is inconsistent with the terms of this Section, this Section shall govern and control in all respects.
Appears in 1 contract
Samples: Credit Agreement (Yesway, Inc.)
Collateral and Guaranty Matters. The Lenders, (a) Each of the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent Secured Parties irrevocably authorize authorizes the Administrative Agent (including, without limitation, in its capacity as Collateral Agent), at its option and in its discretion,discretion (but without impairing any obligation in favor of the Loan Parties to do so):
(ai) to release any Lien on any Collateral property granted to or held by the Administrative Agent under any Loan Document (iA) upon termination of the Domestic Revolving Commitments, the Global Revolving Commitments, the Participation FCI Commitments, the Bilateral FCI Issuing Commitments and the Participation FCI Issuing Commitments and payment Payment in full of all Obligations (other than contingent indemnification obligations) and the expiration (without any pending drawing) or termination (or cash collateralization or provision of other credit support as contemplated by this Agreement) of all Letters of Credit and FCIsFull, (iiB) that is transferred sold or otherwise Disposed of or to be transferred sold or otherwise Disposed of as part of or in connection with any Disposition transaction permitted hereunder or under any other the Loan Document or any involuntary dispositionDocuments, or (iiiC) that is required or contemplated ceases to be released pursuant required to the terms of this Agreement or any other Loan Document, or (iv) as approved constitute Collateral in accordance with the requirements of the Loan Documents or (D) subject to Section 9.211.1[Modifications; Amendment or Waivers], if approved, authorized or ratified in writing by the Required Lenders;
(bii) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property permitted under clause (iviii) that is permitted by Section 6.3(d), (e), (f), (j), (k), (l) and (m) or (ii) as approved in accordance with Section 9.2;of the definition of Permitted Liens; and
(ciii) to release any Guarantor from its obligations under the Guarantee and Collateral Guaranty Agreement (i) if the ownership interests in such Guarantor are sold or otherwise Disposed of or transferred to persons other than Loan Parties or Subsidiaries of the Loan Parties in a transaction permitted under the Loan
1. 1097380671\10\AMERICAS Documents, or if such Person Guarantor ceases to be required to constitute a Restricted Subsidiary as a result of a transaction permitted Guarantor hereunder, (ii) if such release is required or contemplated pursuant to the terms of this Agreement or the Guarantee and Collateral Agreement or (iii) as approved in accordance with Section 9.2; or
(d) to enter into, on behalf of itself and the Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent, an intercreditor agreement or other agreements for the sharing of collateral pursuant to Section 6.2(i). 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 Guarantee and Collateral Agreement, Guaranty Agreement pursuant to this Section 8.1010.10.
(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/Collateral Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.
Appears in 1 contract
Collateral and Guaranty Matters. The Lenders, Without limiting the Issuing Lenders, provisions of Section 9.09 each of the FCI Issuing Lenders and the Foreign Trade Facility Agent (in its capacities as a Lender) irrevocably authorize authorizes the Administrative Agent, at its option and in its discretion,, to:
(ai) to release any Lien on any Collateral property granted to or held by the Administrative Agent under any Loan Document (iA) upon termination of the Domestic Revolving Commitments, Commitments of all the Global Revolving Commitments, the Participation FCI Commitments, the Bilateral FCI Issuing Commitments and the Participation FCI Issuing Commitments Lenders and payment in full of all DIP Term Credit Obligations (other than contingent indemnification obligations) and the expiration (without any pending drawing) or termination (or cash collateralization or provision of other credit support as contemplated by this Agreement) of all Letters of Credit and FCIs), (iiB) with respect to any property that is transferred sold or otherwise disposed of or to be transferred sold or otherwise disposed of as part of or in connection with any Disposition sale or other disposition permitted hereunder or under any other Loan Document or any involuntary disposition(C) if approved, authorized or (iii) that is required or contemplated to be released pursuant to the terms of this Agreement or any other Loan Document, or (iv) as approved ratified in writing in accordance with Section 9.210.01;
(bii) release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted under the Loan Documents;
(iii) subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property (i) that is permitted by Section 6.3(d), (e), (f), (j), (k), (l) and (m7.02(a) or (ii) as approved in accordance with Section 9.2;i); and
(civ) execute and deliver the Intercreditor Agreement, and any other intercreditor agreement necessary or desirable to release any Guarantor from permit the incurrence by the Loan Parties of secured indebtedness permitted to be incurred hereunder with the priority permitted hereunder and perform its obligations under the Guarantee and Collateral Agreement (i) if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunderduties, (ii) if such release is required or contemplated pursuant to the terms of this Agreement or the Guarantee and Collateral Agreement or (iii) as approved in accordance with Section 9.2; or
(d) to enter intoexercise its rights and remedies, on behalf of itself and the Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent, an intercreditor agreement or other agreements for the sharing of collateral pursuant to Section 6.2(i)thereunder. 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 Guarantee and Collateral Agreement, Guaranty pursuant to this Section 8.109.10. In each case as specified in this Section 9.10, the Administrative Agent will, at the Borrower Representative’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 Agreement and the other Loan Documents or to subordinate its interest in such item, or to release such Subsidiary 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 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 connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral. Without limiting the foregoing, no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee of the Finance Obligations, it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Administrative Agent on behalf of the Secured Parties in accordance with the terms thereof. In the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition (including any sale or disposition conducted under a plan of reorganization), any Secured Party may be the purchaser 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 in its or their respective individual capacities) 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 sale, to use and apply any of the Finance Obligations as a credit on account of the purchase price for any Collateral payable by the Collateral 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 Finance Obligations provided under the Loan Documents, to have agreed to the foregoing provisions. The provisions of this paragraph are for the sole benefit of the Secured Parties and shall not afford any right to, or constitute a defense available to, any Loan Party.
Appears in 1 contract
Samples: Term Loan Credit Agreement (Noranda Aluminum Holding CORP)
Collateral and Guaranty Matters. (a) The Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent irrevocably authorize the Administrative Agent, at its option and in its discretion,
(ai) to 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 Domestic Revolving Commitments, the Global Revolving Commitments, the Participation FCI Commitments, the Bilateral FCI Issuing Commitments and the Participation FCI Issuing Commitments and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration (without any pending drawing) or termination (or cash collateralization or provision of other credit support as contemplated by this Agreement) of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and FCIsthe applicable Issuing Lender shall have been made), (iiB) that is transferred sold or otherwise disposed of or to be transferred sold or otherwise disposed of as part of or in connection with any Disposition sale or other disposition permitted hereunder or under any other Loan Document or any involuntary disposition, or (iii) that is required or contemplated to be released pursuant to the terms of this Agreement or any other Loan Document, or (ivC) as approved subject to Section 10.1, if approved, authorized or ratified in accordance with Section 9.2writing by the Required Lenders;
(bii) to subordinate any Lien on any Collateral or other property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property (i) that is permitted by Section 6.3(d), (e), (f), (j), (k), (lSections 7.3(g) and (m) or (ii) as approved in accordance with Section 9.2;i); and
(ciii) to release any Guarantor from its obligations under the Guarantee and Collateral Agreement (i) if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunder, (ii) if such release is required or contemplated pursuant to under the terms of this Agreement or the Guarantee and Collateral Agreement or (iii) as approved in accordance with Section 9.2; or
(d) to enter into, on behalf of itself and the Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent, an intercreditor agreement or other agreements for the sharing of collateral pursuant to Section 6.2(i)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 pursuant to this Section 9.10.
(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 connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral. 132
(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 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 on behalf of the 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, pursuant 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 to have agreed to be bound by the Loan Documents as a Secured Party thereunder, subject to the limitations set forth in this Section 8.10paragraph.
Appears in 1 contract
Samples: Credit Agreement (Accuray Inc)
Collateral and Guaranty Matters. The LendersNo Lender shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee of the Secured Obligations, it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Administrative Agent on behalf of the Lenders in accordance with the terms thereof. 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 Issuing LendersAdministrative Agent or any Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition, the FCI Issuing Lenders and the Foreign Trade Facility Agent irrevocably authorize the Administrative Agent, at its option as agent for and representative of the Lenders (but not any Lender or Lenders in its discretion,
(aor their respective individual capacities unless 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 release use and apply any Lien of the Secured Obligations as a credit on account of the purchase price for any Collateral granted to or held collateral payable by the Administrative Agent under any Loan Document (i) upon termination on behalf of the Domestic Revolving CommitmentsLenders at such sale or other disposition. Each Lender, whether or not a party hereto, will be deemed, by its acceptance of the Global Revolving Commitmentsbenefits of the Collateral and of the Guarantees of the Secured Obligations, the Participation FCI Commitments, the Bilateral FCI Issuing Commitments and the Participation FCI Issuing Commitments and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration (without any pending drawing) or termination (or cash collateralization or provision of other credit support as contemplated by this Agreement) of all Letters of Credit and FCIs, (ii) that is transferred or to be transferred as part of or in connection with any Disposition permitted hereunder or under any other Loan Document or any involuntary disposition, or (iii) that is required or contemplated to be released pursuant have agreed to the terms foregoing provisions. Notwithstanding anything herein to the contrary, neither any Joint Bookrunner nor any Person named on the cover page of this Agreement as a Lead Arranger shall have any duties or obligations under this Agreement or any other Loan Document (except in its capacity, as applicable, as a Lender or an Issuing Bank), but all such Persons shall have the benefit of the indemnities provided for hereunder, including under Section 9.03, fully as if named as an indemnitee or indemnified person therein and irrespective of whether the indemnified losses, claims, damages, liabilities and/or related expenses arise out of, in connection with or as a result of matters arising prior to, on or after the effective date of any Loan Document. Each Lender party to this Agreement hereby appoints the Administrative Agent and Collateral Agent to act as its agent under and in connection with the relevant Security Documents. The Administrative Agent shall not be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the provisions hereof relating to Disqualified Lenders or Affiliated Lenders. Without limiting the generality of the foregoing, the Administrative Agent shall not (iva) be obligated to ascertain, monitor or inquire as approved in accordance with Section 9.2;
to whether any Lender or participant or prospective Lender or participant is a Disqualified Lender or Affiliated Lender or (b) to subordinate have any Lien on any property granted liability with respect to or held by arising out of any assignment or participation of Loans or Commitments, or disclosure of confidential information, to any Disqualified Lender or Affiliated Lender. All provisions of this Article VIII applicable to the Administrative Agent shall apply to the Collateral Agent and the Collateral Agent shall be entitled to all the benefits and indemnities applicable to the Administrative Agent under any Loan Document to the holder of any Lien on such property (i) that is permitted by Section 6.3(d), (e), (f), (j), (k), (l) and (m) or (ii) as approved in accordance with Section 9.2;
(c) to release any Guarantor from its obligations under the Guarantee and Collateral Agreement (i) if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunder, (ii) if such release is required or contemplated pursuant to the terms of this Agreement or the Guarantee and Collateral Agreement or (iii) as approved in accordance with Section 9.2; or
(d) to enter into, on behalf of itself and the Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent, an intercreditor agreement or other agreements for the sharing of collateral pursuant to Section 6.2(i). 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 Guarantee and Collateral Agreement, pursuant to this Section 8.10.
Appears in 1 contract
Samples: Credit Agreement (Amc Entertainment Holdings, Inc.)
Collateral and Guaranty Matters. The Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent irrevocably authorize the Administrative Agent, at its option and in its discretion,
(a) to release any Lien on any Collateral granted to or held by Each Lender hereby authorizes the Administrative Agent under any Loan Document (i) upon termination of the Domestic Revolving Commitments, the Global Revolving Commitments, the Participation FCI Commitments, the Bilateral FCI Issuing Commitments and the Participation FCI Issuing Commitments and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration (without any pending drawing) or termination to release (or cash collateralization or provision of other credit support as contemplated by this Agreementinstruct the Collateral Agent to release) of all Letters of Credit and FCIs, (ii) any Collateral that it is transferred or permitted to be transferred as part of sold or in connection with any Disposition permitted hereunder or under any other Loan Document or any involuntary disposition, or (iii) that is required or contemplated to be released pursuant to the terms of this Agreement or any other the Loan Document, or Documents (iv) as approved in accordance with Section 9.2;
(b) to subordinate any Lien on any property granted to or held by it being understood and agreed that the Administrative Agent under any Loan Document may conclusively rely without further inquiry on a certificate of a Responsible Officer as to the holder sale or other disposition of property being made in full compliance with the provisions of the Loan Documents). Each Lender hereby authorizes the Administrative Agent to execute and deliver (or instruct the Collateral Agent to execute and deliver) to the Borrower, at the Borrower’s sole cost and expense, any Lien on and all releases of Liens, termination statements, assignments or other documents reasonably requested by the Borrower in connection with any Disposition of Collateral to the extent such property (i) that Disposition is permitted by Section 6.3(d), (e), (f), (j), (k), (l) and (m) or (ii) as approved in accordance with Section 9.2;
(c) to release any Guarantor from its obligations under the Guarantee and Collateral Agreement (i) if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunder, (ii) if such release is required or contemplated pursuant to the terms of this Agreement or is otherwise authorized by the Guarantee and Collateral Agreement or (iii) as approved in accordance with Section 9.2; or
(d) to enter into, on behalf terms of itself and the Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent, an intercreditor agreement or other agreements for the sharing of collateral pursuant to Section 6.2(i)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 and/or subordinate its interest in particular types or items of propertyCollateral pursuant to this Article IX. The Administrative Agent shall have no obligation whatsoever to any Lender or any other person to investigate, confirm or assure that the Collateral exists or is owned by any Credit Party or is cared for, protected or insured or has been encumbered, or that any particular items of Collateral meet the eligibility criteria applicable in respect of the Loans hereunder, or that the liens and security interests granted to the Administrative Agent pursuant hereto or any of the Loan Documents or otherwise have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to release exercise at all or in any Guarantor from its obligations particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the Guarantee rights, authorities and powers granted or available to the Administrative Agent in this Agreement or in any of the other Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, subject to the other terms and conditions contained herein, the Administrative Agent shall have no duty or liability whatsoever to any other Lender. The Administrative Agent and each Lender hereby appoint each other as agent for the purpose of perfecting the Administrative Agent’s security interest in assets which, in accordance with the Uniform Commercial Code in any applicable jurisdiction, can be perfected by possession or control. Should any Lender (other than the Administrative Agent) obtain possession or control of any such assets, such Lender shall notify the Administrative Agent thereof, and, promptly upon the Administrative Agent’s request therefor, shall deliver such assets to the Administrative Agent or in accordance with the Administrative Agent’s instructions or transfer control to the Administrative Agent in accordance with the Administrative Agent’s instructions. Each Lender agrees that it will not have any right individually to enforce or seek to enforce any Security Document or to realize upon any Collateral Agreementfor the Loans unless instructed to do so by the Administrative Agent in writing (or consented to by Administrative Agent, pursuant to this as provided in Section 8.107.08), it being understood and agreed that such rights and remedies may be exercised only by Administrative Agent.
Appears in 1 contract
Collateral and Guaranty Matters. The Lenders, Each of the Issuing Lenders, Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably authorizes the FCI Issuing Lenders Administrative Agent and the Foreign Trade Facility Agent irrevocably authorize Collateral Agent, and each of the Administrative Agent, at its option Agent and in its discretion,the Collateral Agent agrees that it will:
(a) to release any Lien on any Collateral property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document (i) upon termination of the Domestic Revolving Commitments, the Global Revolving Commitments, the Participation FCI Commitments, the Bilateral FCI Issuing Commitments and the Participation FCI Issuing Aggregate Commitments and payment in full of all 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 as to which arrangements satisfactory to the applicable Cash Management Bank shall have been made and (z) contingent indemnification obligations) obligations not yet accrued and the expiration (without any pending drawing) or termination (or cash collateralization or provision of other credit support as contemplated by this Agreement) of all Letters of Credit and FCIspayable), (ii) that at the time the property subject to such Lien is transferred or to be transferred as part of or in connection with any Disposition transfer permitted hereunder or under any other Loan Document to any Person other than Holdings, the Borrower or any involuntary dispositionof its Domestic Subsidiaries that are Guarantors, or (iii) that subject to Section 10.01, if the release of such Lien is required approved, authorized or contemplated to be released pursuant to ratified in writing by the terms of this Agreement or any other Loan DocumentRequired Lenders, or (iv) as approved in accordance with Section 9.2if 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;
(b) 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 the holder of any Lien on such property (i) that is permitted by Section 6.3(d), (e), (f), (j), (k), (l) and (m) or (ii) as approved in accordance with Section 9.2;7.01; and
(c) to release any Guarantor from its obligations under the Guarantee and Collateral Agreement Guaranty if (i) if in the case of any Subsidiary of the Borrower, such Person ceases to be a Restricted Subsidiary as a result of a transaction or designation permitted hereunder, 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 release is required or contemplated pursuant Guarantor continues to be a guarantor in respect of the terms of this ABL Facility, any Credit Agreement or the Guarantee and Collateral Agreement or (iii) as approved in accordance with Section 9.2; or
(d) to enter into, on behalf of itself and the LendersRefinancing Indebtedness, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent, an intercreditor agreement Senior Subordinated Notes or any other agreements for the sharing of collateral pursuant to Section 6.2(i)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 Guarantee and Collateral Agreement, Guaranty pursuant to this Section 8.109.11. In each case as specified in this Section 9.11, the applicable Agent will (and each Lender irrevocably authorizes the 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 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 9.11.
Appears in 1 contract
Collateral and Guaranty Matters. (a) The Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent Secured Parties irrevocably authorize the Administrative Agent, at its option and in its discretion,:
(ai) to release any Lien on any Collateral Property granted to or held by the Administrative Agent under any Loan Document (ix) upon termination of the Domestic Revolving Commitments, the Global Revolving Commitments, the Participation FCI Commitments, the Bilateral FCI Issuing Commitments and the Participation FCI Issuing Aggregate Commitments and payment in full of all Obligations (other than (A) contingent indemnification obligationsobligations and (B) obligations and liabilities under Bank Product Agreements as to which arrangements satisfactory to the applicable Bank Product Provider shall have been made) and the expiration (without any pending drawing) or termination (or cash collateralization or provision of other credit support as contemplated by this Agreement) of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to Administrative Agent and FCIsL/C Issuer shall have been made), (iiy) that is transferred Disposed of or to be transferred Disposed of as part of or in connection with any Disposition permitted hereunder or under any other the Loan Document or any involuntary dispositionDocuments, or (iiiz) that is required if approved, authorized or contemplated to be released pursuant to the terms of this Agreement ratified in writing by Required Lenders or any other Loan Documentall Lenders, or (iv) as approved in accordance with applicable, under Section 9.212.10;
(bii) to subordinate any Lien on any property Property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property (i) Property that is permitted by Section 6.3(d), (e), (f), (j), (k), (l) and (m) or (ii) as approved in accordance with Section 9.28.2;
(ciii) to release any Guarantor from its obligations under the Guarantee and Collateral Agreement (i) applicable Guaranty if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunder, under the Loan Documents; and
(iiiv) if such release is required or contemplated pursuant to take any other action with respect to the terms of this Agreement Collateral that is permitted or required under the Guarantee and Collateral Agreement or (iii) as approved in accordance with Section 9.2; or
(d) to enter into, on behalf of itself and the Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent, an intercreditor agreement or other agreements for the sharing of collateral pursuant to Section 6.2(i)Intercreditor 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 Guarantee and Collateral Agreement, Guaranty pursuant to this Section 8.1011.9.
(b) 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 Administrative Agent’s Lien thereon, or any certificate prepared by any Obligated Party in connection therewith, nor shall Administrative Agent be responsible or liable to Lenders for any failure to monitor or maintain any portion of the Collateral.
Appears in 1 contract
Collateral and Guaranty Matters. The Lenders, Each of the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent irrevocably authorize authorizes the Administrative Agent, at its option and in its discretion,
the direction of the Required Lenders, to (a) to release any Lien on any and all Collateral granted to or held from the Liens created by the Administrative Agent under any Loan Document (i) upon termination of the Domestic Revolving CommitmentsCollateral Documents, the Global Revolving Commitments, the Participation FCI Commitments, the Bilateral FCI Issuing Commitments and the Participation FCI Issuing Commitments and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration (without any pending drawing) or termination (or cash collateralization or provision of other credit support as contemplated by this Agreement) of all Letters of Credit and FCIs, (ii) that is transferred or to be transferred as part of or in connection with any Disposition permitted hereunder or under any other Loan Document or any involuntary disposition, or (iii) that is required or contemplated to be released pursuant to the terms of this Agreement or any other Loan Document, or (iv) as approved in accordance with Section 9.2;
(b) to subordinate any Lien on any property granted and all such Collateral and/or release any and all Guarantors (other than Borrower) from their respective obligations under the Guaranty at any time and from time to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property (i) that is permitted by Section 6.3(d), (e), (f), (j), (k), (l) and (m) or (ii) as approved time in accordance with the provisions of the Collateral Documents and Section 9.2;
10.21, (b) execute and deliver, and take any action referred to in Section 10.21 to evidence any such release or subordination and (c) enter into any amendments of the Collateral Documents dated on and as of even date herewith deemed reasonably necessary or appropriate by the Required Lenders in order to release evidence the Obligations secured by such Collateral Documents and for any Guarantor from its obligations under the Guarantee and Collateral Agreement (i) if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunder, (ii) if such release is required or contemplated pursuant to the terms of this Agreement or the Guarantee and Collateral Agreement or (iii) as approved in accordance with Section 9.2; or
(d) to enter into, on behalf of itself and the Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent, an intercreditor agreement or other agreements for the sharing of collateral pursuant to Section 6.2(i)related purpose. 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 Guarantee Guaranty pursuant to Section 9.10 or Section 10.21. 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 connection therewith, nor shall the Administrative Agent be responsible or liable for any failure to monitor or maintain any portion of the Collateral. In addition, the Administrative Agent will have no obligation to conduct any independent evaluation or appraisal of the assets or liabilities of the Borrower, or any other party, or opine or advise on any related Solvency issues. Lux Holdco hereby expressly accepts and Collateral confirms, for the purposes of article 1278 and article 1281 of the Luxembourg civil code, that notwithstanding any assignment, transfer and/or novation permitted under, and made in accordance with, the provisions of this Agreement, any security provided pursuant to this Section 8.10a Loan Document to which Lux Holdco is a party shall be preserved, for the purposes of Luxembourg law, for the benefit of any new Lender.
Appears in 1 contract
Samples: Term Loan Credit Agreement (Parker Drilling Co /De/)
Collateral and Guaranty Matters. The LendersEach of the Lenders (including in its capacities as a potential Cash Management Bank, the Issuing Lendersa potential Hedge Bank, the FCI Issuing Lenders a potential Secured Facility Bank or an Existing Guaranty Bank) and the Foreign Trade Facility Agent L/C Issuer irrevocably authorize the Administrative Agent, at its option and in its discretion,
(a) to release any Lien on any Collateral property granted to or held by the Administrative Agent under any Loan Document (i) upon termination of on the Domestic Revolving Commitments, the Global Revolving Commitments, the Participation FCI Commitments, the Bilateral FCI Issuing Commitments and the Participation FCI Issuing Commitments and payment in full of date on which all Obligations (other than contingent indemnification obligationsincluding any then due and owing indemnity obligations hereunder but excluding any Ancillary Obligations) and the expiration (without any pending drawing) or termination shall be indefeasibly paid in full in cash (or cash collateralization or provision of other credit support as contemplated by this Agreement) of all Letters of Credit collateralized on reasonably satisfactory terms), and FCIsthe Aggregate Commitments hereunder shall have been terminated, (ii) that is transferred sold or to be transferred sold as part of or in connection with any Disposition sale permitted hereunder or under any other Loan Document or any involuntary dispositionDocument, or (iii) that is required if approved, authorized or contemplated to be released pursuant to the terms of this Agreement or any other Loan Document, or (iv) as approved ratified in writing in accordance with Section 9.210.01;
(b) to release any Subsidiary Guarantor from its obligations under any Subsidiary Guaranty if such Person ceases to 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 Document to the holder of any Lien on such property (i) that is permitted by Section 6.3(d), (e), (f), (j), (k), (l) and (m) or (ii) as approved in accordance with Section 9.2;
(c) to release any Guarantor from its obligations under the Guarantee and Collateral Agreement (i) if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunder, (ii) if such release is required or contemplated pursuant to the terms of this Agreement or the Guarantee and Collateral Agreement or (iii) as approved in accordance with Section 9.2; or
(d) to enter into, on behalf of itself and the Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent, an intercreditor agreement or other agreements for the sharing of collateral pursuant to Section 6.2(i7.01(i). 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 Guarantee and Collateral Agreement, any Subsidiary Guaranty pursuant to this Section 8.109.10. In each case as specified in this Section 9.10, the Administrative Agent will, at the Company’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 release such Subsidiary Guarantor from its obligations under any Subsidiary Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10. 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 connection therewith.
Appears in 1 contract
Samples: Credit Agreement (Greif Inc)
Collateral and Guaranty Matters. The Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent irrevocably authorize the Administrative Agent, at its option and in its discretion,
(a) to release any Lien on any Collateral or other property granted to or held by the Administrative Agent under any Loan Document (i) upon termination the Discharge of the Domestic Revolving Commitments, the Global Revolving Commitments, the Participation FCI Commitments, the Bilateral FCI Issuing Commitments and the Participation FCI Issuing Commitments and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration (without any pending drawing) or termination (or cash collateralization or provision of other credit support as contemplated by this Agreement) of all Letters of Credit and FCIsObligations, (ii) that is transferred sold or otherwise disposed of or to be transferred sold or otherwise disposed of as part of or in connection with any Disposition sale or other disposition permitted hereunder or under any other Loan Document or any involuntary dispositionDocument, or (iii) that is required subject to Section 10.1, if approved, authorized or contemplated to be released pursuant to ratified in writing by the terms of this Agreement or any other Loan Document, or (iv) as approved in accordance with Section 9.2Required Lenders;
(b) to subordinate any Lien on any Collateral or other property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property (i) that is permitted by Section 6.3(d), (e), (f), (j), (k), (lSections 7.3(g) and (m) or (ii) as approved in accordance with Section 9.2;i); and
(c) to release any Guarantor from its obligations under the Guarantee and Collateral Agreement (i) if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunder, (ii) if such release is required or contemplated pursuant to under the terms of this Agreement or the Guarantee and Collateral Agreement or (iii) as approved in accordance with Section 9.2; orLoan Documents.
(d) to enter into, on behalf of itself and the Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent, an intercreditor agreement or other agreements for the sharing of collateral pursuant to Section 6.2(i). 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.
(e) 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 connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.
(f) 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 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 on behalf of the 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, pursuant to have agreed to the foregoing provisions. In furtherance of the foregoing, and not in limitation thereof, no Specified Swap Agreement and no Bank Services 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 Bank Services Provider 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 to have agreed to be bound by the Loan Documents as a Secured Party thereunder, subject to the limitations set forth in this Section 8.10paragraph.
Appears in 1 contract
Samples: Senior Secured Revolving Credit Facility (Benefitfocus,Inc.)
Collateral and Guaranty Matters. i. The Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent irrevocably authorize the Administrative Agent, at its option and in its discretion,
(a) 1. to 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 Domestic Revolving Commitments, the Global Revolving Commitments, the Participation FCI Commitments, the Bilateral FCI Issuing Commitments and the Participation FCI Issuing Commitments and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration (without any pending drawing) or termination (or cash collateralization or provision of other credit support as contemplated by this Agreement) of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and FCIsthe applicable Issuing Lender shall have been made), (iiB) that is transferred sold or otherwise disposed of or to be transferred sold or otherwise disposed of as part of or in connection with any Disposition sale or other disposition permitted hereunder or under any other Loan Document or any involuntary disposition, or (iii) that is required or contemplated to be released pursuant to the terms of this Agreement or any other Loan Document, or (ivC) as approved subject to Section 10.1, if approved, authorized or ratified in accordance with Section 9.2writing by the Required Lenders;
(b) 2. to subordinate any Lien on any Collateral or other property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property (i) that is permitted by Section 6.3(d), (e), (f), (j), (k), (lSections 7.3(e) and (m) or (ii) as approved in accordance with Section 9.2;i); and
(c) 3. to release any Guarantor from its obligations under the Guarantee and Collateral Agreement (i) if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunder, (ii) if such release is required or contemplated pursuant to under the terms of this Agreement or the Guarantee and Collateral Agreement or (iii) as approved in accordance with Section 9.2; or
(d) to enter into, on behalf of itself and the Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent, an intercreditor agreement or other agreements for the sharing of collateral pursuant to Section 6.2(i)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 pursuant to this Section 9.10.
ii. 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 connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.
iii. 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 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 on behalf of the 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 124 sf-5537426 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, pursuant 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 to have agreed to be bound by the Loan Documents as a Secured Party thereunder, subject to the limitations set forth in this Section 8.10paragraph.
Appears in 1 contract
Collateral and Guaranty Matters. The Lenders, (a) Each of the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent irrevocably authorize authorizes the Administrative Agent, at its option and in its discretion,
, (ai) to release any Lien on any Collateral granted to or held by the Administrative Agent under any Loan Document (i) upon termination of the Domestic Revolving Commitments, the Global Revolving Commitments, the Participation FCI Commitments, the Bilateral FCI Issuing Commitments and the Participation FCI Issuing Commitments and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration (without any pending drawing) or termination (or cash collateralization or provision of other credit support as contemplated by this Agreement) of all Letters of Credit and FCIs, (ii) that is transferred or to be transferred as part of or in connection with any Disposition permitted hereunder or under any other Loan Document or any involuntary disposition, or (iii) that is required or contemplated to be released pursuant to the terms of this Agreement or any other Loan Document, or (iv) as approved in accordance with Section 9.2;
(b) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to (x) upon the holder Expiration Date and the payment in full of any Lien on such property the Obligations in cash, (iy) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted under the Loan Documents, or (z) subject to Section 10.1, if approved, authorized or ratified in writing by Section 6.3(d), (e), (f), (j), (k), (l) the Required Lenders; and (m) or (ii) as approved in accordance with Section 9.2;
(c) to release any Guarantor from its obligations under the Guarantee and Collateral Guaranty Agreement (i) if such Person ceases to be a Restricted Subsidiary as a result of a transaction (including as a result of a dissolution or merger, amalgamation or consolidation) permitted hereunder, (ii) if under the Loan Documents; it being agreed that any such release is required or contemplated Guarantor that has been released from its obligations under the Guaranty Agreement pursuant to the terms foregoing shall also be released automatically and simultaneously from its obligations under all of this Agreement or the Guarantee Collateral Documents and Collateral Agreement or (iii) as approved in accordance with Section 9.2; or
(d) other Loan Documents to enter into, on behalf of itself and the Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent, an intercreditor agreement or other agreements for the sharing of collateral pursuant to Section 6.2(i)which it is a party. 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 Guarantee and Collateral Agreement, Guaranty Agreement pursuant to this Section 8.109.13.
(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 Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.
(c) Each of the Administrative Agent, the Lenders and the Issuing Lender hereby irrevocably appoints Alter Domus (US) LLC to act on its behalf as the collateral trustee with respect to the Foreign Collateral (whereby with regard to the Swiss Collateral Agreements, trustee shall, as the case may be, also include the acting as a direct representative) and authorizes Alter Domus (US) LLC to take such actions on its behalf and to exercise such powers as are delegated to Alter Domus (US) LLC by the terms hereof or by the terms of the other Loan Documents including the European Intercreditor Agreement. Upon resignation by Alter Domus (US) LLC of such role, or upon termination of the European Term Loan, the Administrative Agent shall resume all powers and duties as delegated to Alter Domus (US) LLC as collateral trustee.
Appears in 1 contract
Samples: Credit Agreement (Glatfelter Corp)
Collateral and Guaranty Matters. The Lenders, Each of the Issuing Lenders, Lenders irrevocably authorizes the FCI Issuing Lenders Administrative Agent and the Foreign Trade Facility Agent irrevocably authorize Collateral Agent, and each of the Administrative Agent, at its option Agent and in its discretion,the Collateral Agent agrees that it will:
(a) to release any Lien on any Collateral property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document (i) upon termination of the Domestic Revolving Commitments, the Global Revolving Commitments, the Participation FCI Commitments, the Bilateral FCI Issuing Commitments and the Participation FCI Issuing Aggregate Commitments and payment in full of all Obligations (other than contingent indemnification obligations) obligations not yet accrued and the expiration (without any pending drawing) or termination (or cash collateralization or provision of other credit support as contemplated by this Agreement) of all Letters of Credit and FCIspayable), (ii) that at the time the property subject to such Lien is transferred or to be transferred as part of or in connection with any Disposition transfer permitted hereunder or under any other Loan Document to any Person other than Holdings, the Borrower or any involuntary dispositionGuarantors, or (iii) that subject to Section 10.01, if the release of such Lien is required approved, authorized or contemplated to be released pursuant to ratified in writing by the terms of this Agreement or any other Loan DocumentRequired Lenders, or (iv) as approved in accordance with Section 9.2if 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 and/or (v) upon the consummation of any Exit Conversion;
(b) 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 the holder of any Lien on such property (i) that is permitted by Section 6.3(d7.01(i), (e), (f), (j), (k), (l) and (m) or (ii) as approved in accordance with Section 9.2;; and
(c) to release any Guarantor Subsidiary from its obligations under the Guarantee and Collateral Agreement (i) Guaranty, if such Person ceases to be a Restricted Subsidiary as a result of a transaction or designation permitted hereunder, (ii) if such release is required or contemplated pursuant to the terms of this Agreement or the Guarantee and Collateral Agreement or (iii) as approved in accordance with Section 9.2; or
(d) to enter into, on behalf of itself and the Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent, an intercreditor agreement or other agreements for the sharing of collateral pursuant to Section 6.2(i). Upon request by the Administrative Agent or 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 Guarantee and Collateral Agreement, Guaranty pursuant to this Section 8.109.11. In each case as specified in this Section 9.11, the applicable Agent will (and each Lender irrevocably authorizes the 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 and prepare to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral 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 9.11.
Appears in 1 contract
Collateral and Guaranty Matters. The Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent L/C Issuer irrevocably authorize the Administrative Agent, at its option and in its discretion,
(a) to release any Lien on any Collateral granted to or held by the Administrative Agent under any Loan Document (i) upon termination of the Domestic Aggregate Revolving Commitments, the Global Revolving Commitments, the Participation FCI Commitments, the Bilateral FCI Issuing Commitments and the Participation FCI Issuing Commitments and payment in full of all Obligations (other than (A) contingent indemnification obligationsobligations and (B) other than with respect to amounts currently due thereunder, Cash Management Obligations and obligations under or in respect of Swap Contracts) and the expiration (without any pending drawing) or termination (or cash collateralization or provision of other credit support as contemplated by this Agreement) of all Letters of Credit and FCIsCredit, (ii) that is transferred or to be transferred as part of or in connection with any Disposition Asset Sale permitted hereunder or under any other Loan Document or any involuntary dispositionInvoluntary Disposition, or (iii) that is required or contemplated to be released pursuant to the terms of this Agreement or any other Loan Document, or (iv) as approved in accordance with Section 9.211.01;
(b) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property (i) that is permitted by Section 6.3(d8.02(c), (e), (f), (j), (k), (l) and (m) or (ii) as approved in accordance with Section 9.2;
(c) to release any Guarantor from its obligations under the Guarantee and Collateral Agreement (i) Guaranty if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunder, (ii) if such release is required or contemplated pursuant to the terms of this Agreement or the Guarantee and Collateral Agreement or (iii) as approved in accordance with Section 9.2; orand
(d) upon the occurrence of a Release of Collateral Event, to enter intorelease all Collateral other than Collateral consisting of Equity Interests of the Borrower (if applicable) and its Subsidiaries; provided, on behalf however, that if such Release of itself Collateral Event ceases to be continuing and the Lendersin effect at any time, the Issuing LendersRequired Lenders or the Administrative Agent may require first priority security interests on the same categories of Collateral that was previously released, such security interests to be created and perfected within 30 days of notice from the FCI Issuing Required Lenders and or the Foreign Trade Facility Agent, an intercreditor agreement or other agreements for Administrative Agent to the sharing of collateral pursuant to Section 6.2(i)Borrower. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s '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 Guarantee and Collateral AgreementGuaranty, pursuant to this Section 8.1010.10.
Appears in 1 contract
Samples: Credit Agreement (Knoll Inc)
Collateral and Guaranty Matters. (a) The Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent irrevocably authorize the Administrative Agent, at its option and in its discretion,
(a) to release any Lien on any Collateral or other property granted to or held by the Administrative Agent under any Loan Document (i) upon termination the Discharge of the Domestic Revolving Commitments, the Global Revolving Commitments, the Participation FCI Commitments, the Bilateral FCI Issuing Commitments and the Participation FCI Issuing Commitments and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration (without any pending drawing) or termination (or cash collateralization or provision of other credit support as contemplated by this Agreement) of all Letters of Credit (other than Letters of Credit as to which other arrangements have been made in accordance with this Agreement or otherwise reasonably satisfactory to the Administrative Agent and FCIsthe applicable Issuing Lender), (ii) that is transferred sold or otherwise disposed of or to be transferred sold or otherwise disposed of as part of or in connection with any Disposition sale or other disposition permitted hereunder or under any other Loan Document or any involuntary dispositionDocument, or (iii) that is required subject to Section 10.1, if approved, authorized or contemplated to be released pursuant to ratified in writing by the terms of this Agreement or any other Loan Document, or (iv) as approved in accordance with Section 9.2Required Lenders;
(b) to subordinate any Lien on any Collateral or other property (including, without limitation, to enter into any intercreditor agreement, subordination agreement or similar agreement) granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property (i) that is permitted by Section 6.3(dSections 7.3(f), (eg), (fi), (jm), (k), (ln) and (m) or (ii) as approved in accordance with Section 9.2;t); and
(c) to release any Guarantor from its obligations under the Guarantee and Collateral Agreement (i) if such Person ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary, in each case, as a result of a transaction permitted hereunder, (ii) if such release is required or contemplated pursuant to under the terms of this Agreement or the Guarantee and Collateral Agreement or (iii) as approved in accordance with Section 9.2; or
(d) to enter into, on behalf of itself and the Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent, an intercreditor agreement or other agreements for the sharing of collateral pursuant to Section 6.2(i)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 pursuant to this Section 9.10.
(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 connection therewith, nor shall the Administrative Agent 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 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 on behalf of the 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, pursuant 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 to have agreed to be bound by the Loan Documents as a Secured Party thereunder, subject to the limitations set forth in this Section 8.10paragraph.
Appears in 1 contract
Collateral and Guaranty Matters. (a) The Lenders, Lenders (including the Issuing Lenders, the FCI Issuing Lenders Bank and the Foreign Trade Facility Agent Swingline Lender) irrevocably authorize the Administrative Agent and the Collateral Agent, at its option and in its discretion,
(ai) to release any Lien on any Collateral property granted to or held by the Administrative Agent under any Loan Credit Document (ix) upon termination of the Domestic Revolving Commitments, the Global Revolving Commitments, the Participation FCI Commitments, the Bilateral FCI Issuing Commitments and the Participation FCI Issuing all Commitments and payment in full of all Credit Agreement Obligations (other than contingent indemnification obligations) and the expiration (without any pending drawing) or termination (or cash collateralization or provision of other credit support as contemplated by this Agreement) of all Letters of Credit (other than those as to which other arrangements satisfactory to the Administrative Agent and FCIsthe Issuing Bank shall have been made), (iiy) that is transferred sold or otherwise disposed of or to be transferred sold or otherwise disposed of as part of or in connection with any Disposition sale or other disposition permitted hereunder or under any other Loan Document or any involuntary dispositionthe Credit Documents, or (iiiz) that is required subject to Section 11.4, if approved, authorized or contemplated to be released pursuant to ratified in writing by the terms of this Agreement or any other Loan Document, or (iv) as approved in accordance with Section 9.2Required Lenders;
(bii) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Credit Document to the holder of any Lien on such property (i) that is in respect of a Purchase Money Obligations permitted by Section 6.3(d8.2(d), (e), (f), (j), (k), (l) and (m) or (ii) as approved in accordance with Section 9.2;; and
(ciii) to release any Guarantor from its obligations under the Guarantee and Collateral Agreement (i) Guaranty if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunder, (ii) if such release is required or contemplated pursuant to under the terms of this Agreement or the Guarantee and Collateral Agreement or (iii) as approved in accordance with Section 9.2; or
(d) to enter into, on behalf of itself and the Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent, an intercreditor agreement or other agreements for the sharing of collateral pursuant to Section 6.2(i)Credit Documents. Upon request by the Administrative Agent 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 Guarantee and Collateral Agreement, Guaranty pursuant to this Section 8.1010.
(b) Neither the Administrative Agent nor the 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, the existence, priority or perfection of the Collateral Agent’s Lien thereon, or any certificate prepared by any Credit Party in connection therewith, nor shall the Administrative Agent or the Collateral Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.
(c) Notwithstanding anything to the contrary contained herein or in any of the other Credit Documents, it is understood and agreed that (i) none of the Lenders or other holder of the Obligations shall have any right individually to realize upon any of the Collateral or to enforce this Agreement, the Notes or any other Credit Agreement, it being understood and agreed that all powers, rights and remedies hereunder may be exercised solely by the Administrative Agent, on behalf of the holders of the Obligations in accordance with the terms hereof and all powers, rights and remedies under the Collateral Documents may be exercised solely by the Collateral Agent, and (ii) in the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Collateral Agent or any Lender may be the purchaser 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 holders of the Obligations (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 Collateral Agent at such sale or other disposition.
(d) No Secured Swap Agreement or Secured Treasury Management Agreement will create (or be deemed to create) in favor of any Qualifying Swap Provider or Qualifying Treasury Management Provider, respectively, that is a party thereto any rights in connection with the management or release of any Collateral or of the obligations of the Borrower or other Credit Parties under the Credit Documents except as expressly provided herein or in the other Credit Documents. By accepting the benefits of the Collateral, such Qualifying Swap Providers and Qualifying Treasury Management Providers shall be deemed to have appointed the Collateral Agent as its agent and agreed to be bound by the Credit Documents as a holder of the Obligations, subject to the limitations set forth in this clause (d). Further, it is understood and agreed that the Qualifying Swap Providers and Qualifying Treasury Management Providers, in their capacity as such, shall not have any right to notice of any action or to consent to, direct or object to any action hereunder or under any of the other Credit Documents or otherwise in respect of the Collateral (including the release or impairment of any Collateral, or to any notice of or consent to any amendment, waiver or modification of the provisions hereof or of the other Credit Documents) other than in its capacity as a Lender and, in any case, only as expressly provided herein.
Appears in 1 contract
Samples: Credit Agreement (Pfsweb Inc)
Collateral and Guaranty Matters. The Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent irrevocably authorize the Administrative Agent, at its option and in its discretion,
(a) to release any Lien on any Collateral or other property granted to or held by the Administrative Agent under any Loan Document (i) upon termination the Discharge of the Domestic Revolving Commitments, the Global Revolving Commitments, the Participation FCI Commitments, the Bilateral FCI Issuing Commitments and the Participation FCI Issuing Commitments and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration (without any pending drawing) or termination (or cash collateralization or provision of other credit support as contemplated by this Agreement) of all Letters Bank Services and Specified Swap Agreements (other than Bank Services and Specified Swap Agreements the Obligations in respect of Credit and FCIswhich have been Cash Collateralized in an amount equal to 105% thereof in accordance with the terms hereof or as to which other arrangements satisfactory to the Administrative Agent, the provider of Bank Services or any applicable Qualified Counterparty, as applicable, shall have been made), (ii) that is transferred sold or otherwise disposed of or to be transferred sold or otherwise disposed of as part of or in connection with any Disposition sale or other disposition permitted hereunder or under any other Loan Document or any involuntary dispositionDocument, or (iii) that is required subject to Section 10.1, if approved, authorized or contemplated to be released pursuant to ratified in writing by the terms of this Agreement or any other Loan Document, or (iv) as approved in accordance with Section 9.2Required Lenders;
(b) to subordinate any Lien on any Collateral or other property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property (i) that is permitted by Section 6.3(d), (e), (f), (j), (k), (lSections 7.3(g) and (m) or (ii) as approved in accordance with Section 9.2;i); and
(c) to release any Guarantor from its obligations under the Guarantee and Collateral Agreement (i) if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunder, (ii) if such release is required or contemplated pursuant to under the terms of this Agreement or the Guarantee and Collateral Agreement or (iii) as approved in accordance with Section 9.2; orLoan Documents.
(d) to enter into, on behalf of itself and the Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent, an intercreditor agreement or other agreements for the sharing of collateral pursuant to Section 6.2(i). 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 Guarantee and Collateral Agreement, Guaranty pursuant to this Section 8.109.10.
(e) 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 connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.
Appears in 1 contract
Samples: Credit Agreement (Xcerra Corp)
Collateral and Guaranty Matters. The Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent irrevocably authorize the Administrative Agent, at its option and in its discretion,
(a) , to release any Lien enter into each Collateral Document as secured party on any behalf of and for the benefit of the Lenders and to be the agent for and representative of the Lenders under the Guaranty, and each Lender agrees to be bound by the terms of each Collateral granted to or held by Document and the Guaranty; provided that the Administrative Agent under any Loan Document -------- shall not (i) upon enter into or consent to any material amendment, modification, termination or waiver of the Domestic Revolving Commitments, the Global Revolving Commitments, the Participation FCI Commitments, the Bilateral FCI Issuing Commitments and the Participation FCI Issuing Commitments and payment any provision contained in full of all Obligations (other than contingent indemnification obligations) and the expiration (without any pending drawing) or termination (or cash collateralization or provision of other credit support as contemplated by this Agreement) of all Letters of Credit and FCIs, (ii) that is transferred or to be transferred as part of or in connection with any Disposition permitted hereunder or under any other Loan Collateral Document or any involuntary disposition, or (iii) that is required or contemplated to be released pursuant to the terms of this Agreement or any other Loan Document, or (iv) as approved in accordance with Section 9.2;
(b) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property (i) that is permitted by Section 6.3(d), (e), (f), (j), (k), (l) and (m) Guaranty or (ii) as approved in accordance with Section 9.2;
(c) to release any Guarantor from its obligations under the Guarantee and Collateral Agreement (i) if such Person ceases to be a Restricted Subsidiary except as a result of a transaction otherwise expressly permitted hereunder, (ii) if such release is or required or contemplated pursuant to the terms of this Agreement or the Guarantee and applicable Collateral Document), in each case without the prior consent of Required Lenders (or, if required pursuant to Section 10.01, all Lenders); provided further, ------------- ---------------- however, that, without further written consent or authorization from the Lenders, the Administrative Agent may execute any documents or instruments necessary to (a) release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted by this Agreement or to which Required Lenders have otherwise consented, (iiib) as approved in accordance with Section 9.2; or
release any Guarantor from the Guaranty if all of the capital stock of such Guarantor is sold to any Person (dother than an Affiliate of the Borrower) pursuant to enter intoa sale or other disposition permitted hereunder or to which Required Lenders have otherwise consented or (c) subordinate Liens of the Administrative Agent, on behalf of itself the Secured Parties, to any Liens permitted under Section 7.01; provided that in -------- ---- each case the requirements of Section 10.19 are satisfied. Anything contained in ------------- any of the Loan Documents to the contrary notwithstanding, the Borrower, the Administrative Agent and each Lender hereby agree that (x) no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce the Guaranty, it being understood and agreed that all powers, rights and remedies under the Collateral Documents and the LendersGuaranty may be exercised solely by the Administrative Agent for the benefit of the Lenders in accordance with the terms thereof, and (y) in the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale, the Issuing Lenders, Administrative Agent or any Lender may be the FCI Issuing Lenders purchaser of any or all of such Collateral at any such sale and the Foreign Trade Facility Administrative Agent, an intercreditor agreement as agent for and representative of the Lenders (but not any Lender or other agreements the Lenders in its or their respective individual capacities unless Required Lenders shall otherwise agree in writing) shall be entitled, for the sharing 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 pursuant to Section 6.2(i)payable by the Administrative Agent at such sale. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s '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 Guarantee and Collateral Agreement, Guaranty pursuant to this Section 8.109.11. ------------ 116 Without derogating from any other authority granted to the Administrative Agent herein or in any other Loan Document, each Lender hereby specifically (i) authorizes the Administrative Agent to enter into the Foreign Pledge Agreements, including, without limitation, such Foreign Pledge Agreements governed by the laws of Australia, Belgium, Bermuda, Brazil, Canada, Chile, China, Columbia, Costa Rica, the Czech Republic, the Dominican Republic, Finland, France, Germany, Greece, Hong Kong, Hungary, India, Indonesia, Italy, Japan, Korea, Malaysia, Mauritius, Mexico, The Netherlands, New Zealand, Norway, Philippines, Poland, Portugal, Singapore, South Africa, Spain, Switzerland, Turkey, and the United Kingdom, respectively, as agent on behalf of the Lenders, with the effect that the Lenders each become a Secured Party thereunder, (ii) appoints the Administrative Agent as its attorney-in-fact granting it the powers to execute each such Foreign Pledge Agreement in its name and on its behalf and (iii) authorizes and empowers the Administrative Agent to sub-delegate to third parties its powers as attorney-in-fact of each of the Lenders.
Appears in 1 contract
Samples: Credit Agreement (Levi Strauss & Co)
Collateral and Guaranty Matters. The Lenders, Each of the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent (including in its capacities as a potential Hedge Bank) irrevocably authorize authorizes the Administrative Agent, at its option and in its discretion,:
(a) to automatically release any Lien on any Collateral property granted to or held by the Administrative Agent under any Loan Document (i) upon termination of the Domestic Revolving Commitments, the Global Revolving Commitments, the Participation FCI Commitments, the Bilateral FCI Issuing Commitments and the Participation FCI Issuing Aggregate Commitments and payment in full of all Obligations (other than (A) contingent indemnification obligationsobligations and (B) obligations and liabilities under Term Loan Secured Hedge Agreements as to which arrangements satisfactory to the expiration (without any pending drawing) or termination (or cash collateralization or provision of other credit support as contemplated by this Agreement) of all Letters of Credit and FCIsapplicable Hedge Bank shall have been made), (ii) that at the time the property subject to such Lien is transferred Disposed or to be transferred Disposed to any Person other than a Loan Party as part of or in connection with any Disposition permitted hereunder or under any other Loan Document or any involuntary dispositionDocument, or (iii) that subject to Section 10.01, if the release of such Lien is required approved, authorized or contemplated to be released pursuant to ratified in writing by the terms of this Agreement or any other Loan DocumentRequired Lenders, or (iv) as approved in accordance with Section 9.2if 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) that constitutes Excluded Assets;
(b) to release or subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property (i) that is permitted by Section 6.3(d)7.01(u) to the extent required by the holder of, (e)or pursuant to the terms of any agreement governing, (f), (j), (k), (l) and (m) or (ii) as approved in accordance with Section 9.2;the obligations secured by such Liens; and
(c) to release any Guarantor from its obligations under the Guarantee and Collateral Agreement (i) 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, (ii) ; provided that no such release shall occur if such release is required or contemplated pursuant Guarantor continues to the terms be a guarantor in respect of this Agreement or the Guarantee and Collateral Agreement or (iii) as approved in accordance with Section 9.2; or
(d) to enter into, on behalf of itself and the Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent, an intercreditor agreement or other agreements for the sharing of collateral any Indebtedness incurred pursuant to Section 6.2(i7.03(r), the Existing2021 Notes, the 2024 Notes, any Permitted First Priority Refinancing Debt, any Permitted Junior Priority Refinancing Debt, any Permitted Unsecured Refinancing Debt, any Junior Financing or any Permitted Refinancing of any of the foregoing. 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 Guarantee and Collateral Agreement, Guaranty pursuant to this Section 8.109.10. 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.
Appears in 1 contract
Samples: Term Loan Credit Agreement (Prestige Brands Holdings, Inc.)
Collateral and Guaranty Matters. The Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent irrevocably authorize the Administrative Agent, at its option and in its discretion,:
(a) to release any Lien on any Collateral or other property granted to or held by the Administrative Agent under any Loan Document (i) upon termination the Discharge of the Domestic Revolving Commitments, the Global Revolving Commitments, the Participation FCI Commitments, the Bilateral FCI Issuing Commitments and the Participation FCI Issuing Commitments and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration (without any pending drawing) or termination (or cash collateralization or provision of other credit support as contemplated by this Agreement) of all Letters of Credit and FCIsSpecified Swap Agreements (other than Letters of Credit and Specified Swap Agreements the Obligations in respect of which have been Cash Collateralized in an amount equal to 105% thereof in accordance with the terms hereof or as to which other arrangements satisfactory to the Administrative Agent, the Issuing Lender or any applicable Qualified Counterparty, as applicable, shall have been made), (ii) that is transferred sold or otherwise disposed of or to be transferred sold or otherwise disposed of as part of or in connection with any Disposition sale or other disposition permitted hereunder or under any other Loan Document or any involuntary dispositionDocument, or (iii) that is required subject to Section 10.1, if approved, authorized or contemplated to be released pursuant to ratified in writing by the terms of this Agreement or any other Loan Document, or (iv) as approved in accordance with Section 9.2Required Lenders;
(b) to subordinate any Lien on any Collateral or other property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property (i) that is permitted by Section 6.3(d), (e), (f), (j), (k), (l) and (m7.3(g) or (ii) as approved in accordance with Section 9.2;m); and
(c) to release any Guarantor from its obligations under the Guarantee and Collateral Agreement (i) if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunder, (ii) if such release is required or contemplated pursuant to the terms of this Agreement or the Guarantee and Collateral Agreement or (iii) as approved in accordance with Section 9.2; or
(d) to enter into, on behalf of itself and the Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent, an intercreditor agreement or other agreements for the sharing of collateral pursuant to Section 6.2(i). 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 Guarantee and Collateral Agreement, Guaranty pursuant to this Section 8.109.10. 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 SF1 1952992 certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.
Appears in 1 contract
Samples: Credit Agreement (Demand Media Inc.)
Collateral and Guaranty Matters. The LendersSecured Parties (including each Lender, the Issuing Lendersfor itself and on behalf of its Affiliates, the FCI Issuing Lenders in their respective capacities as Swap Provider and the Foreign Trade Facility Agent a Cash Management Bank) irrevocably authorize the Administrative Agent, at its option and in its discretion,
automatically upon the occurrence of any of the following: (a) to release any Lien on any Collateral property granted to or held by the Administrative Agent under any Loan Credit Document (i) upon the termination of all of the Domestic Revolving Commitments, the Global Revolving Commitments, the Participation FCI Commitments, the Bilateral FCI Issuing Commitments and the Participation FCI Issuing Commitments and payment in full of all Obligations (other than (w) contingent indemnification obligationsobligations for which no claim has been made, (x) Swap Obligations owing to a Swap Provider that, at such time, are not required to be repaid pursuant to the terms thereof, and the expiration (without any pending drawingy) or termination (obligations arising under Cash Management Products with Cash Management Banks that are cash collateralized or, at such time, are not required to be repaid or cash collateralization or provision of other credit support as contemplated by this Agreement) of all Letters of Credit and FCIscollateralized pursuant to the terms thereof), (ii) that is transferred sold or to be transferred sold as part of or in connection with any Disposition sale (including any Disposition) permitted hereunder or under any other Loan Credit Document (including the full or partial Disposition of any involuntary dispositionMortgaged Real Property provided that the Borrowers comply with Section 2.03.4(b)(i)(B)), or (iii) that if the property subject to such Lien is required or contemplated to be released owned by a Loan Party, upon release of such Loan Party from its obligations under the Credit Documents pursuant to the terms of this Agreement clause (c) or any other Loan Documentclause (d) below, or (iv) as approved upon such property becoming Excluded Property, (v) subject to Section 10.01, if approved, authorized or ratified in accordance writing by the Required Lenders (and/or, if applicable, in the case of Mortgaged Real Property, the Required Class Lenders with Section 9.2;
respect to the Class of Loans directly secured by such Mortgaged Real Property) or (vi) upon receipt by the Administrative Agent of amounts resulting from a Casualty Event sufficient to repay in full the Outstanding Amount of all Mortgage Loans allocated against such Mortgaged Real Property at the time of such Casualty Event; (b) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Credit Document to the holder of any Lien on such property (i) that is permitted by Section 6.3(d), under clause (e), (f), (j), (k), (lh) of the definition of Permitted Encumbrances; and (m) or (ii) as approved in accordance with Section 9.2;
(c) to release any Guarantor from its obligations under the Guarantee and Collateral Agreement (i) Credit Documents in its capacity as a Guarantor if such Person ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder, (ii) if such release is required or contemplated pursuant to the terms of this Agreement or the Guarantee and Collateral Agreement or (iii) as approved in accordance with Section 9.2; or
(d) to enter into, on behalf of itself and the Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent, an intercreditor agreement or other agreements for the sharing of collateral pursuant to Section 6.2(i). Upon the 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 Guarantee and Collateral Agreement, Guaranty pursuant to this Section 8.109.10. 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 (including as it relates to any particular Class), or any certificate prepared by any Loan Party in connection therewith, and the Administrative Agent shall not be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral (including as it relates to any particular Class).
Appears in 1 contract
Collateral and Guaranty Matters. The Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent irrevocably authorize the Administrative Agent, at its option and in its discretion,
(a) The Lenders hereby irrevocably authorize (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to authorize) Agent to, and Agent shall, (i) release any Lien on any Collateral (A) upon the termination of the Commitments and payment and satisfaction in full by Borrowers of all of the Obligations, (B) constituting property being conveyed, sold, leased, licensed, assigned, transferred or otherwise disposed of if a release is required or desirable in connection therewith and if Administrative Borrower certifies to Agent that such conveyance, sale, lease, license, assignment, transfer or other disposition is permitted under Section 6.4 (and Agent may rely conclusively on any such certificate, without further inquiry), (C) constituting property in which neither a Loan Party nor any of its Subsidiaries owned any interest at the time Agent’s Lien was granted nor at any time thereafter, (D) constituting property leased to any Loan Party or any of its Subsidiaries under a lease that has expired or is terminated in a transaction permitted under this Agreement or subject to a Permitted Lien securing Permitted Purchase Money Indebtedness, or (E) constituting Real Property Collateral (under and as defined in the Existing Credit Agreement), (ii) release any Borrower (other than Administrative Borrower) or Guarantor from its Obligations (and any Lien on the assets and Stock of such Borrower or Guarantor) if such Borrower or Guarantor ceases to be a Subsidiary of Administrative Borrower as the result of a transaction permitted under this Agreement, and (iii) promptly after Administrative Xxxxxxxx’s written request therefor, release any Guarantor from its Obligations (and any Lien on the assets of such Guarantor) if such Guarantor becomes an Excluded Subsidiary. Notwithstanding the foregoing, the Liens of the Agent on Term Priority Collateral shall be automatically released upon the consummation of any conveyance, sale, lease, license, assignment, transfer or other disposition of such Collateral in a transaction permitted under Section 6.4. 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 credit bid and purchase (either directly or through one or more acquisition vehicles) or to sell or otherwise dispose of (or to consent to any such sale or other disposition of) all or any portion of the Collateral at any sale thereof conducted by Agent under the provisions of the Code, including pursuant to Sections 9-610 or 9-620 of the Code, at any sale thereof conducted under the provisions of the Bankruptcy Code, including Section 363 of the Bankruptcy Code, or at any sale or foreclosure conducted by Agent (whether by judicial action or otherwise) in accordance with applicable law. Except as provided above, Agent will not execute and deliver a release of any Lien 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). Upon request by Agent or any Borrower at any 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 items of Collateral 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 any Loan Party 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. The Lenders further hereby irrevocably authorize (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to authorize) Agent, at the request of the Administrative Borrower, to subordinate (on terms and conditions reasonably satisfactory to Agent) any Lien granted to or held by the Administrative Agent under any Loan Document (i) upon termination of the Domestic Revolving Commitments, the Global Revolving Commitments, the Participation FCI Commitments, the Bilateral FCI Issuing Commitments and the Participation FCI Issuing Commitments and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration (without any pending drawing) or termination (or cash collateralization or provision of other credit support as contemplated by this Agreement) of all Letters of Credit and FCIs, (ii) that is transferred or to be transferred as part of or in connection with any Disposition permitted hereunder or under any other Loan Document or any involuntary disposition, or (iii) that is required or contemplated to be released pursuant to the terms of this Agreement or any other Loan Document, or (iv) as approved in accordance with Section 9.2;
(b) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Permitted Lien on such property if such Permitted Lien secures Permitted Purchase Money Indebtedness. In connection with any termination or release that is authorized pursuant to this Section 15.11, Agent shall promptly (i) execute and deliver to any Loan Party, at such Loan Party’s expense, all documents that is permitted by Section 6.3(d), (e), (f), (j), (k), (l) such Loan Party shall reasonably request to evidence such termination or release and (m) or (ii) deliver to the Loan Parties any portion of such Collateral so released that is in the possession of Agent.
(b) Agent shall have no obligation whatsoever to any of the Lenders (or the Bank Product Providers) to assure that the Collateral exists or is owned by any Loan Party or any of its Subsidiaries or is cared for, protected, or insured or has been encumbered, or that Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or that any particular items of Collateral meet the eligibility criteria applicable in respect thereof or whether to impose, maintain, reduce, or eliminate any particular reserve hereunder or whether the amount of any such reserve is appropriate or not, 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, 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 approved in accordance with Section 9.2;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 foregoing, except as otherwise provided herein.
(c) to release any Guarantor from its obligations under the Guarantee and Collateral Agreement (i) if such Person ceases to This Section 15.11 shall be a Restricted Subsidiary as a result of a transaction permitted hereunder, (ii) if such release is required or contemplated pursuant subject in all respects to the terms provisions of this Agreement or the Guarantee and Collateral Agreement or (iii) as approved in accordance with Section 9.2; or
(d) to enter into, on behalf of itself and the Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent, an intercreditor agreement or other agreements for the sharing of collateral pursuant to Section 6.2(i). 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 Guarantee and Collateral Intercreditor Agreement, pursuant to this Section 8.10.
Appears in 1 contract
Collateral and Guaranty Matters. The Lenders, Each of the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent (including in its capacities as a potential Hedge Bank) irrevocably authorize authorizes the Administrative Agent, at its option and in its discretion,:
(a) to automatically release any Lien on any Collateral property granted to or held by the Administrative Agent under any Loan Document (i) upon termination of the Domestic Revolving Commitments, the Global Revolving Commitments, the Participation FCI Commitments, the Bilateral FCI Issuing Commitments and the Participation FCI Issuing Aggregate Commitments and payment in full of all Obligations (other than (A) contingent indemnification obligationsobligations and (B) obligations and liabilities under Term Loan Secured Hedge Agreements as to which arrangements satisfactory to the expiration (without any pending drawing) or termination (or cash collateralization or provision of other credit support as contemplated by this Agreement) of all Letters of Credit and FCIsapplicable Hedge Bank shall have been made), (ii) that at the time the property subject to such Lien is transferred Disposed or to be transferred Disposed to any Person other than a Loan Party as part of or in connection with any Disposition permitted hereunder or under any other Loan Document or any involuntary dispositionDocument, or (iii) that subject to Section 10.01, if the release of such Lien is required approved, authorized or contemplated to be released pursuant to ratified in writing by the terms of this Agreement or any other Loan DocumentRequired Lenders, or (iv) as approved in accordance with Section 9.2if 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) that constitutes Excluded Assets;
(b) to release or subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property (i) that is permitted by Section 6.3(d)7.01(u) to the extent required by the holder of, (e)or pursuant to the terms of any agreement governing, (f), (j), (k), (l) and (m) or (ii) as approved in accordance with Section 9.2;the obligations secured by such Liens; and
(c) to release any Guarantor from its obligations under the Guarantee and Collateral Agreement (i) 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, (ii) ; provided that no such release shall occur if such release is required or contemplated pursuant Guarantor continues to the terms be a guarantor in respect of this Agreement or the Guarantee and Collateral Agreement or (iii) as approved in accordance with Section 9.2; or
(d) to enter into, on behalf of itself and the Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent, an intercreditor agreement or other agreements for the sharing of collateral any Indebtedness incurred pursuant to Section 6.2(i7.03(r), the 20212028 Notes, the 20242031 Notes, any Permitted First Priority Refinancing Debt, any Permitted Junior Priority Refinancing Debt, any Permitted Unsecured Refinancing Debt, any Junior Financing or any Permitted Refinancing of any of the foregoing. 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 Guarantee and Collateral Agreement, Guaranty pursuant to this Section 8.109.10. 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.
Appears in 1 contract
Samples: Term Loan Credit Agreement (Prestige Consumer Healthcare Inc.)
Collateral and Guaranty Matters. The Lenders, Each of the Issuing Lenders, the FCI Issuing Lenders (including in its capacities as a potential Swap Bank and a potential Treasury Management Bank) and the Foreign Trade Facility Agent L/C Issuer irrevocably authorize the Administrative Agent, at its option and in its discretion,agree:
(a) to release that any Lien on any Collateral granted to or held by the Administrative Agent under any Loan Document shall be automatically released (i) upon termination of the Domestic Aggregate Revolving Commitments, the Global Revolving Commitments, the Participation FCI Commitments, the Bilateral FCI Issuing Commitments and the Participation FCI Issuing Commitments and payment in full of all Obligations under the Loan Documents (other than in respect of unasserted indemnification and expense reimbursement contingent indemnification obligationsobligations that survive the termination of this Agreement or obligations and liabilities under any Secured Swap Agreement or Secured Treasury Management Agreement, in each case, not yet due and payable) and the expiration (without any pending drawing) or termination (or cash collateralization or provision of other credit support as contemplated by this Agreement) of all Letters of Credit and FCIsCredit, (ii) that is transferred or to be transferred as part of or in connection with any Disposition disposition of such Collateral permitted hereunder or under any other Loan Document or any involuntary dispositionDocument, or (iii) that is required as approved, authorized or contemplated to be released pursuant to the terms of this Agreement or any other Loan Document, or (iv) as approved ratified in accordance with Section 9.211.01;
(b) to release or subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property (i) that is permitted by Section 6.3(d8.01(i), (e), (f), (j), (k), (l) and (m) or (ii) as approved in accordance with Section 9.2;
(c) to release subordinate, and authorize the Administrative Agent, at its option and in its discretion, to subordinate, any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 8.01(i);
(d) any Guarantor shall be automatically released from its obligations under the Guarantee Guaranty and Collateral this Agreement if such Person becomes an Excluded Subsidiary or an Immaterial Subsidiary as permitted hereunder; and
(ie) any Guarantor shall be automatically released from its obligations under the Guaranty and this Agreement if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunder, (ii) if such release is required or contemplated pursuant to the terms of this Agreement or the Guarantee and Collateral Agreement or (iii) as approved in accordance with Section 9.2; or
(d) to enter into, on behalf of itself and the Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent, an intercreditor agreement or other agreements for the sharing of collateral pursuant to Section 6.2(i). 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 Guarantee and Collateral AgreementGuaranty, pursuant to this Section 8.1010.10. Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender or the L/C Issuer any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.
Appears in 1 contract
Samples: Credit Agreement (ModivCare Inc)
Collateral and Guaranty Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Collateral Rig Mortgages for the benefit of the Lenders. 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 Required Lenders in accordance with the provisions of this Agreement or the Collateral Rig Mortgages, and the exercise by the 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. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the Issuing Lendersnecessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Collateral Rig Mortgages which may be necessary to perfect and maintain perfected the FCI Issuing security interest in and Liens upon the Collateral granted pursuant to the Collateral Rig Mortgages.
(b) The Lenders and the Foreign Trade Facility Agent irrevocably hereby authorize the Administrative Collateral Agent, at its option and in its discretion,
(ai) to release any Lien on any Collateral Rig granted to or held by the Administrative Collateral Agent under any Loan Document Collateral Rig Mortgage (iw) upon termination of the Domestic Revolving Commitments, the Global Revolving Commitments, the Participation FCI Commitments, the Bilateral FCI Issuing Commitments and the Participation FCI Issuing all Commitments and payment in full and satisfaction of all Obligations (other than contingent indemnification obligations) and the expiration (without any pending drawing) or termination (or cash collateralization or provision of other credit support as contemplated by this Agreement) of all Letters of Credit and FCIs), (iix) in connection with a Flag Jurisdiction Transfer, (y) that is transferred sold or otherwise disposed of or to be transferred sold or otherwise disposed of as part of or in connection with any Disposition sale or other disposition permitted hereunder or under any other Loan Document or any involuntary dispositionthe Credit Documents (including, without limitation, in connection with a Rig Exchange), or (iiiz) that is required subject to Section 10.11, if approved, authorized or contemplated to be released pursuant to the terms of this Agreement or any other Loan Document, or (iv) as approved ratified in accordance with Section 9.2;
(b) to subordinate any Lien on any property granted to or held writing by the Administrative Agent under any Loan Document to the holder of any Lien on such property (i) that is permitted by Section 6.3(d), (e), (f), (j), (k), (l) and (m) or Required Lenders; and
(ii) as approved in accordance with Section 9.2;
(c) to release (x) any Guarantor (other than Holdings, TINC or any Subsidiary of Holdings that owns a Collateral Rig) from its obligations under the Guarantee Guarantees and the Collateral Agreement (i) Rig Mortgage if such Person ceases to be a Restricted Subsidiary of Holdings as a result of a transaction permitted hereundernot prohibited under the Credit Documents or (y) release any Guarantor (other than Holdings, (iiTINC or any Subsidiary of Holdings that owns a Collateral Rig) if such release is required or contemplated pursuant to from its obligations under the terms of this Agreement or the relevant Guarantee and Collateral Rig Mortgages if such Subsidiary ceases to own a Collateral Rig in connection with a transaction not prohibited under the Credit Documents; provided that, to the extent such Guarantor also guarantees the obligations of TINC under the Existing Credit Agreement (including any extension, renewal or refinancing thereof), such Guarantor shall only be released from its obligations under the relevant Guarantee and Collateral Rig Mortgages if such Guarantor is released from its guarantee of the obligations of TINC under the Existing Credit Agreement (iiiincluding any extension, renewal or refinancing thereof) as approved in accordance with Section 9.2; or
(d) to enter into, on behalf of itself and the Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent, an intercreditor agreement or other agreements for the sharing of collateral pursuant to Section 6.2(i)substantially simultaneously. 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 Guarantee and Collateral Agreement, pursuant to this Section 8.109.8.
(c) 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 any Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of such Collateral.
Appears in 1 contract
Samples: Credit Agreement (Transocean Ltd.)
Collateral and Guaranty Matters. The Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent Purchasers irrevocably authorize the Administrative AgentCollateral Agent and Collateral Agent agrees at the request of the Issuers, at its option and in its discretion,
(a) to release any Lien on any Collateral granted to or held by the Administrative Collateral Agent under any Loan Note Document (i) upon payment in full of all Obligations (other than contingent indemnification obligations for which no claim has been asserted) under the Note Documents, (ii) that is sold or otherwise disposed of to a Person other than a Note Party or Subsidiary as part of or in connection with any sale or other Disposition permitted hereunder or under any other Note Document or any Involuntary Disposition, or (iii) as approved in accordance with Section 12.01; (b) to release or subordinate any Lien on any property granted to or held by the Collateral Agent under any Note Document to the holder of any Lien on such property that is permitted by Section 8.01(i); and (c) 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 under the Note Documents or (ii) upon termination of the Domestic Revolving Commitments, the Global Revolving Commitments, the Participation FCI Commitments, the Bilateral FCI Issuing Commitments and the Participation FCI Issuing all unused Delayed Draw Note Commitments and payment in full of all Obligations (other than contingent indemnification obligationsobligations for such no claim has been asserted) and the expiration (without any pending drawing) or termination (or cash collateralization or provision of other credit support as contemplated by this Agreement) of all Letters of Credit and FCIs, (ii) that is transferred or to be transferred as part of or in connection with any Disposition permitted hereunder or under any other Loan Document or any involuntary disposition, or (iii) that is required or contemplated to be released pursuant to the terms of this Agreement or any other Loan Document, or (iv) as approved in accordance with Section 9.2;
(b) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property (i) that is permitted by Section 6.3(d), (e), (f), (j), (k), (l) and (m) or (ii) as approved in accordance with Section 9.2;
(c) to release any Guarantor from its obligations under the Guarantee and Collateral Agreement (i) if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunder, (ii) if such release is required or contemplated pursuant to the terms of this Agreement or the Guarantee and Collateral Agreement or (iii) as approved in accordance with Section 9.2; or
(d) to enter into, on behalf of itself and the Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent, an intercreditor agreement or other agreements for the sharing of collateral pursuant to Section 6.2(i)Note Documents. Upon request by the Administrative Collateral Agent at any 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 Guarantor from its obligations under the Guarantee and Collateral AgreementGuaranty, pursuant to this Section 8.10.11.09. 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 Collateral, the existence, priority or perfection of the Collateral Agent’s Lien thereon, or any certificate prepared by any Note Party in connection therewith, nor shall the Collateral Agent be responsible or liable to the Purchasers for any failure to monitor or maintain any portion of the Collateral. In connection with any termination, release or subordination pursuant to this Section 11.09, Collateral Agent shall promptly, upon the request of any Note Party, (x) execute and deliver to such Note Party, at such Note Party’s expense, all documents that such Note Party shall reasonably request to evidence such termination, release or subordination, and (y) deliver to the Note Parties, at the expense of the Note Parties, any portion of such Collateral so released in possession of the Collateral Agent. 98 \DC - 031561/000013 - 10875187 v5 \DC - 031561/000013 - 10875187 v7 \DC - 031561/000013 - 10875187 v9 ARTICLE XII MISCELLANEOUS 12.01
Appears in 1 contract
Samples: Note Purchase Agreement
Collateral and Guaranty Matters. (a) The Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent irrevocably authorize the Administrative Agent, at its option and in its discretion,
(ai) to release any Lien on any Collateral or other property granted to or held by the Administrative Agent under any Loan Document (i) upon termination the Discharge of the Domestic Revolving Commitments, the Global Revolving Commitments, the Participation FCI Commitments, the Bilateral FCI Issuing Commitments and the Participation FCI Issuing Commitments and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration (without any pending drawing) or termination (or cash collateralization or provision of other credit support as contemplated by this Agreement) of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and FCIsthe applicable Issuing Lender shall have been made), (ii) that is transferred sold or otherwise disposed of or to be transferred sold or otherwise disposed of as part of or in connection with any Disposition sale or other disposition permitted hereunder or under any other Loan Document or any involuntary dispositionDocument, or (iii) that is required subject to Section 10.1, if approved, authorized or contemplated to be released pursuant to ratified in writing by the terms of this Agreement or any other Loan Document, or (iv) as approved in accordance with Section 9.2Required Lenders;
(bii) to subordinate any Lien on any Collateral or other property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property (i) that is permitted by Section 6.3(d), Sections 7.3(g) (e), (f), (j), (k), (lm) and (m) or (ii) as approved in accordance with Section 9.2;n); and
(ciii) to release any Guarantor from its obligations under the Guarantee and Collateral Agreement (i) if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunder, (ii) if such release is required or contemplated pursuant to under the terms of this Agreement or the Guarantee and Collateral Agreement or (iii) as approved in accordance with Section 9.2; or
(d) to enter into, on behalf of itself and the Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent, an intercreditor agreement or other agreements for the sharing of collateral pursuant to Section 6.2(i)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 pursuant to this Section 9.10.
(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 connection therewith, nor shall the Administrative Agent 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 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 on behalf of the 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, pursuant 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 to have agreed to be bound by the Loan Documents as a Secured Party thereunder, subject to the limitations set forth in this Section 8.10paragraph.
Appears in 1 contract
Samples: Credit Agreement (RhythmOne PLC)
Collateral and Guaranty Matters. (a) The Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent irrevocably authorize the Administrative Agent, at its option and in its discretion,
(ai) to 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 Domestic Revolving Commitments, the Global Revolving Commitments, the Participation FCI Commitments, the Bilateral FCI Issuing Commitments and the Participation FCI Issuing Commitments and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration (without any pending drawing) or termination (or cash collateralization or provision of other credit support as contemplated by this Agreement) of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and FCIsthe applicable Issuing Lender shall have been made), (iiB) that is transferred sold or otherwise disposed of or to be transferred sold or otherwise disposed of as part of or in connection with any Disposition sale or other disposition permitted hereunder or under any other Loan Document or any involuntary disposition, or (iii) that is required or contemplated to be released pursuant to the terms of this Agreement or any other Loan Document, or (ivC) as approved subject to Section 10.1, if approved, authorized or ratified in accordance with Section 9.2writing by the Required Lenders;
(bii) to subordinate any Lien on any Collateral or other property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property (i) that is permitted by Section 6.3(d), Sections 7.3 (e), (f), (j), (k), (lg) and (m) or (ii) as approved in accordance with Section 9.2;i); and
(ciii) to release any Guarantor from its obligations under the Guarantee and Collateral Agreement (i) if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunder, (ii) if such release is required or contemplated pursuant to under the terms of this Agreement or the Guarantee and Collateral Agreement or (iii) as approved in accordance with Section 9.2; or
(d) to enter into, on behalf of itself and the Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent, an intercreditor agreement or other agreements for the sharing of collateral pursuant to Section 6.2(i)Loan Documents. Upon request by the Administrative Agent at any time, the Required Lenders Lxxxxxx 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.
(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 connection therewith, nor shall the Administrative Agent 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 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 on behalf of the 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, pursuant 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 to have agreed to be bound by the Loan Documents as a Secured Party thereunder, subject to the limitations set forth in this Section 8.10paragraph.
Appears in 1 contract
Samples: Credit Agreement (Yext, Inc.)
Collateral and Guaranty Matters. The Lenders, Each of the Issuing Lenders, the FCI Issuing Lenders (including in its capacities as a potential or actual Cash Management Bank and a potential Hedge Bank) and the Foreign Trade Facility Agent Issuers irrevocably authorize authorizes the Administrative Agent and the Collateral Agent, at its option and in its discretion,each of the Administrative Agent and the Collateral Agent agrees that it will:
(a) to release any Lien on any Collateral property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document (i) upon termination the Discharge of the Domestic Revolving Commitments, the Global Revolving Commitments, the Participation FCI Commitments, the Bilateral FCI Issuing Commitments and the Participation FCI Issuing Commitments and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration (without any pending drawing) or termination (or cash collateralization or provision of other credit support as contemplated by this Agreement) of all Letters of Credit and FCIsObligations, (ii) that at the time the property subject to such Lien is transferred or to be transferred as part of or in connection with any Disposition transfer permitted hereunder or under any other Loan Document (including in connection with a Permitted Sale-Leaseback Transaction) to any Person other than Holdings, the Borrower or any involuntary dispositionof the Guarantors, or (iii) that subject to Section 12.1, if the release of such Lien is required approved, authorized or contemplated to be released pursuant to ratified in writing by the terms of this Agreement or any other Loan DocumentRequisite Lenders, or (iv) as approved in accordance with Section 9.2if 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;
(b) 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 the holder of any Lien on such property (i) that is permitted by Section 6.3(d9.1(i), (e), (f), (j), (k), (l) and (m) or (ii) as approved in accordance with Section 9.2;
(c) to release any Guarantor from its obligations under the Guarantee and Collateral Agreement Guaranty if (i) if in the case of any Subsidiary, such Person ceases to be a Restricted Subsidiary as a result of a transaction or designation permitted hereunder, 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 release is required Guarantor continues to be a guarantor in respect of the Term Facility, Second Lien Facility, Senior Notes, any Credit Agreement Refinancing Indebtedness or contemplated pursuant to the terms of this Agreement or the Guarantee and Collateral Agreement or (iii) as approved in accordance with Section 9.2any Junior Financing; orand
(d) if any Guarantor shall cease to enter intobe a Material Subsidiary (as certified in writing by a Responsible Officer of the Borrower), on behalf of itself and the LendersBorrower notifies the Administrative Agent 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 with respect thereto 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 Issuing LendersSecond Lien Facility, the FCI Issuing Lenders and the Foreign Trade Facility AgentSenior Notes, an intercreditor agreement any Credit Agreement Refinancing Indebtedness or any other agreements for the sharing of collateral pursuant to Section 6.2(i)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 security interest in particular types or items of property, or to release any Guarantor from its obligations under the Guarantee and Collateral Agreement, Guaranty pursuant to this Section 8.1011.11. Notwithstanding the foregoing, in each case as specified in this Section 11.11, the applicable Agent will (and each Lender irrevocably authorizes the applicable Agent to), at the Borrower’s expense, promptly 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 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 11.11. In connection with the delivery of any such release or subordination documentation by the Administrative Agent pursuant to this Section 11.11, the Borrower shall have delivered to the Administrative Agent, prior to the date of the proposed release or subordination, a written request for release or subordination identifying the relevant Guarantor and/or Collateral and the terms of the sale or other disposition or transaction in reasonable detail, including such other information as the Administrative Agent shall reasonably request, together with a certification by the Borrower stating that such transaction is in compliance with this Agreement and the other Loan Documents.
Appears in 1 contract
Collateral and Guaranty Matters. The Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent irrevocably authorize the Administrative Agent, at its option and in its discretion,
(a) to release any Lien on any Collateral or other property granted to or held by the Administrative Agent under any Loan Document (i) upon termination of the Domestic Revolving Commitments, the Global Revolving Commitments, the Participation FCI Commitments, the Bilateral FCI Issuing Commitments and the Participation FCI Issuing Commitments and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration (without any pending drawing) or termination (or cash collateralization or provision of other credit support as contemplated by this Agreement) of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and FCIsthe applicable Issuing Lender shall have been made), including, without limitation, obligations under Specified Swap Agreement and Bank Services Agreement unless the obligations under such agreements have been Cash Collateralized or otherwise secured to the satisfaction of the Administrative Agent and any Qualified Counterparty or provider of such Bank Services, as applicable, (ii) that is transferred sold or to be transferred sold, disposed or to be disposed as part of or in connection with any Disposition sale or disposition permitted hereunder or under any other Loan Document or any involuntary dispositionDocument, or (iii) that is required subject to Section 10.1, if approved, authorized or contemplated to be released pursuant to ratified in writing by the terms of this Agreement or any other Loan Document, or (iv) as approved in accordance with Section 9.2Required Lenders;
(b) to subordinate or release any Lien on any Collateral or other property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property (i) that is permitted by Section 6.3(d7.3(g), (e), (f), (j), (k), (l) and (m) or (ii) as approved in accordance with Section 9.2;; and
(c) to release any Guarantor from its obligations under the Guarantee and Collateral Agreement (i) if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunder, (ii) if such release is required or contemplated pursuant to the terms of this Agreement or the Guarantee and Collateral Agreement or (iii) as approved in accordance with Section 9.2; or
(d) to enter into, on behalf of itself and the Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent, an intercreditor agreement or other agreements for the sharing of collateral pursuant to Section 6.2(i). 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 Guarantee and Collateral Agreement, Guaranty pursuant to this Section 8.109.10. 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 connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.
Appears in 1 contract
Collateral and Guaranty Matters. The Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent L/C Issuer irrevocably authorize the Administrative Agent, at its option and in its discretion,
(a) to release any Lien on any Collateral granted to or held by the Administrative Agent under any Loan Document (i) upon termination of the Domestic Aggregate Revolving Commitments, the Global Revolving Commitments, the Participation FCI Commitments, the Bilateral FCI Issuing Commitments and the Participation FCI Issuing Commitments and payment in full of all Obligations (other than (A) contingent indemnification obligationsobligations and (B) other than with respect to amounts currently due thereunder, Cash Management Obligations and obligations under or in respect of Swap Contracts) and the expiration (without any pending drawing) or termination (or cash collateralization or provision of other credit support as contemplated by this Agreement) of all Letters of Credit and FCIsCredit, (ii) that is transferred or to be transferred as part of or in connection with any Disposition Asset Sale permitted hereunder or under any other Loan Document or any involuntary dispositionInvoluntary Disposition, or (iii) that is required or contemplated to be released pursuant to the terms of this Agreement or any other Loan Document, or (iv) as approved in accordance with Section 9.211.01;
(b) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property (i) that is permitted by Section 6.3(d8.02(c), (e), (f), (j), (k), (l) and (m) or (ii) as approved in accordance with Section 9.2;
(c) to release any Guarantor from its obligations under the Guarantee and Collateral Agreement (i) Guaranty if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunder, (ii) if such release is required or contemplated pursuant to the terms of this Agreement or the Guarantee and Collateral Agreement or (iii) as approved in accordance with Section 9.2; orand
(d) upon the occurrence of a Release of Collateral Event, to enter intorelease all Collateral other than Collateral consisting of Equity Interests of the Borrower (if applicable) and its Subsidiaries; provided, on behalf however, that if such Release of itself Collateral Event ceases to be continuing and the Lendersin effect at any time, the Issuing LendersRequired Lenders or the Administrative Agent may require first priority security interests on the same categories of Collateral that was previously released, such security interests to be created and perfected within 30 days of notice from the FCI Issuing Required Lenders and or the Foreign Trade Facility Agent, an intercreditor agreement or other agreements for Administrative Agent to the sharing of collateral pursuant to Section 6.2(i)Borrower. 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 Guarantee and Collateral AgreementGuaranty, pursuant to this Section 8.1010.10.
Appears in 1 contract
Samples: Credit Agreement (Knoll Inc)
Collateral and Guaranty Matters. (a) The Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent L/C Issuer irrevocably authorize the Administrative Agent, at its option and in its discretion,
(ai) to release any Lien on any Collateral property granted to or held by the Administrative Agent under any Loan Document (iA) upon termination of the Domestic Revolving Commitments, the Global Revolving Commitments, the Participation FCI Commitments, the Bilateral FCI Issuing Commitments and the Participation FCI Issuing Commitments and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration (without any pending drawing) or termination (or cash collateralization or provision of other credit support as contemplated by this Agreement) of all Letters of Credit and FCIsFacility Termination Date, (iiB) that is transferred sold or otherwise disposed of or to be transferred sold or otherwise disposed of as part of or in connection with any Disposition sale or disposition permitted hereunder or under the Loan Documents (including, for the avoidance of doubt, in connection with any other Loan Document or Sale and Leaseback Transaction permitted pursuant to this Agreement), (C) upon any involuntary disposition, property becoming Excluded Property or (iiiD) that is required subject to Section 11.10, if approved, authorized or contemplated to be released pursuant to ratified in writing by the terms of this Agreement or any other Loan Document, or (iv) as approved in accordance with Section 9.2Required Lenders;
(bii) to subordinate any Lien on any property Property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property (i) that is permitted by Section 6.3(d7.2(e), (e), (f), (j), (k), (l) and (m) or (ii) as approved in accordance with Section 9.2;
(ciii) to release any Guarantor from its obligations under the Guarantee and Collateral its Guaranty Agreement (i) if such Person ceases to be a Restricted Subsidiary Loan Party as a result of a transaction permitted hereunder, under the Loan Documents that results in all or substantially all of the Equity Interests of such Person being subject to a Disposition; and
(iiiv) if such release is required to reduce or contemplated pursuant limit the amount of the Indebtedness secured by any particular item of Collateral to an amount not less than the estimated value thereof to the terms of this Agreement or the Guarantee extent necessary to reduce mortgage registry, filing and Collateral Agreement or (iii) as approved in accordance with Section 9.2; or
(d) to enter into, on behalf of itself and the Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent, an intercreditor agreement or other agreements for the sharing of collateral pursuant to Section 6.2(i)similar tax. 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 propertyProperty, or to release any Guarantor from its obligations under the Guarantee and Collateral Agreement, its Guaranty Agreement pursuant to this Section 8.1010.13.
(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 Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.
(c) In each case as specified in Section 10.13(a), the Administrative Agent 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 items of Collateral from the assignment and security interest granted under the Collateral Documents, or to release such Guarantor from its obligations under the applicable Guaranty Agreement, in each case in accordance with the terms of the Loan Documents and this Section 10.13.
Appears in 1 contract
Collateral and Guaranty Matters. (a) The Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent Secured Parties irrevocably authorize the Administrative Agent, acting at its option and in its discretion,the direction of the Majority Lenders, to:
(ai) without limiting the Agent’s authority to release Liens in accordance with Section 11.15 (Termination of Security; Partial Release of Security), to release any Lien on any Collateral property granted to or held by the Administrative Agent under any Loan Document (ix) upon termination of the Domestic Revolving Commitments, the Global Revolving Commitments, the Participation FCI Commitments, the Bilateral FCI Issuing Commitments and the Participation FCI Issuing all Commitments and payment in full of all the Secured Obligations (other than contingent indemnification obligations) and the expiration (without any pending drawing) or termination (or cash collateralization or provision of other credit support as contemplated by this Agreement) of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Agent and FCIsthe Issuing Bank shall have been made), (iiy) that is transferred sold or otherwise disposed of or to be transferred sold or otherwise disposed of as part of or in connection with any Disposition sale or other disposition permitted hereunder or under any other the Loan Document or any involuntary dispositionDocuments, or (iiiz) that is required subject to Section 11.4 (Amendments, Waivers and Consents), if approved, authorized or contemplated to be released pursuant to ratified in writing by the terms of this Agreement or any other Loan Document, or (iv) as approved in accordance with Section 9.2Majority Lenders;
(bii) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property (i) that is permitted by Section 6.3(d), (e), (f), (j), (k), (l) and (m) or (ii) as approved in accordance with Section 9.2Permitted Lien;
(ciii) to release any Guarantor from its obligations under the Guarantee and Collateral Agreement (i) Guaranty if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunder, (ii) if such release is required or contemplated pursuant to under the terms of this Agreement or the Guarantee and Collateral Agreement or (iii) as approved in accordance with Section 9.2; orLoan Documents;
(div) to enter into, into landlord waivers and similar agreements which release or subordinate its Lien on behalf of itself and fixtures; and
(v) to fail to obtain a perfected Lien on any assets if the Majority Lenders, in their sole discretion, deem that the Issuing Lenders, value thereof does not justify the FCI Issuing Lenders and cost or difficulty of obtaining the Foreign Trade Facility Agent, an intercreditor agreement or other agreements for the sharing of collateral pursuant to Section 6.2(i)same. Upon request by the Administrative Agent at any time, the Required Majority 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 Guarantee and Collateral Agreement, Guaranty pursuant to this Section 8.1010.1.4.
(b) The 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 Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith.
Appears in 1 contract
Samples: Credit Agreement (New Enterprise Stone & Lime Co., Inc.)
Collateral and Guaranty Matters. The Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent L/C Issuers irrevocably authorize and direct each of the Administrative Agent and/or Collateral Agent, at its option and in its discretion,as applicable:
(a) to release (i) any Lien on any Collateral Property granted to or held by the Administrative Collateral Agent under any Loan Document (iA) upon termination of the Domestic Aggregate Revolving Commitments, the Global Revolving Commitments, the Participation FCI Commitments, the Bilateral FCI Issuing Commitments and the Participation FCI Issuing Commitments and payment in full of all Obligations outstanding under the Loan Documents (other than contingent indemnification obligations) and the expiration (without any pending drawing) expiration, termination or termination (or cash collateralization or provision of other credit support as contemplated by this Agreement) Cash Collateralization of all Letters of Credit and FCIsCredit, (iiB) that is transferred or to be transferred as part of or in connection with any Disposition permitted hereunder or under any other Loan Document or (C) subject to Section 11.01, if approved, authorized or ratified in writing by the Required Lenders, (ii) any involuntary disposition, or Lien on the Capital Stock of any Subsidiary that becomes a Non-Pledged Subsidiary at any time after the Closing Date as a result of a transaction permitted hereunder and (iii) that is required any Lien on the Property or Capital Stock of Wireless LLC contemplated to be released pursuant to by Section 7.12(c), upon the terms consummation of this Agreement or any other Loan Document, or (iv) as approved in accordance with Section 9.2a Wireless Disposition;
(b) to subordinate any Lien on any property Property granted to or held by the Administrative Collateral Agent under any Loan Document to the holder of any Lien on such property (i) Property that is permitted by Section 6.3(d8.01(i), (e), (f), (j), (k), (l) and (m) or (ii) as approved in accordance with Section 9.2;; and
(c) to release any Guarantor from its obligations under the Guarantee and Collateral Agreement Guaranty (i) if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunder, hereunder or (ii) if such Person (including, without limitation, Wireless LLC, as contemplated by Section 7.12(c)) becomes an Excluded Subsidiary at any time after the Closing Date as a result of a transaction permitted hereunder. In connection with any termination or release is required or contemplated pursuant to the terms of this Agreement or the Guarantee and Collateral Agreement or (iii) as approved in accordance with Section 9.2; or
(d) to enter into, on behalf of itself and the Lenders10.10, the Issuing LendersAdministrative Agent and/or the Collateral Agent shall promptly execute and deliver to the Borrower or any Subsidiary, at the FCI Issuing Lenders and Borrower’s or such Subsidiary’s expense, all documents that the Foreign Trade Facility AgentBorrower or such Subsidiary shall reasonably request to evidence such termination or release. Effective immediately upon any Loan Party ceasing to be a Subsidiary or ceasing to be a Guarantor, an intercreditor agreement or other agreements for the sharing of collateral pursuant such Loan Party shall cease to Section 6.2(i)be a party to this Agreement. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or Collateral Agent’s, as applicable, authority to release or subordinate its interest in particular types or items of propertyProperty, or to release any Guarantor from its obligations under the Guarantee and Collateral Agreement, Guaranty pursuant to this Section 8.1010.10; provided that the failure to obtain such confirmation shall not derogate from the rights of the Borrower and the Subsidiaries under this Section 10.10.
Appears in 1 contract
Collateral and Guaranty Matters. (a) The Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent irrevocably authorize the Administrative Agent, at its option and in its discretion,
, (ai) to 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 Domestic Revolving Commitments, the Global Revolving Commitments, the Participation FCI Commitments, the Bilateral FCI Issuing Commitments and the Participation FCI Issuing Commitments and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration (without any pending drawing) or termination (or cash collateralization or provision of other credit support as contemplated by this Agreement) of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and FCIsthe applicable Issuing Lender shall have been made), (iiB) that is transferred sold or otherwise disposed of or to be transferred sold or otherwise disposed of as part of or in connection with any Disposition sale or other disposition permitted hereunder or under any other Loan Document or any involuntary disposition, or (iii) that is required or contemplated to be released pursuant to the terms of this Agreement or any other Loan Document, or (ivC) as approved subject to Section 10.1, if approved, authorized or ratified in accordance with Section 9.2;
writing by the Required Lenders; (bii) to subordinate any Lien on any Collateral or other property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property (i) that is permitted by Section 6.3(d), (e), (f), (j), (k), (lSections 7.3(e) and (m) or i); and (ii) as approved in accordance with Section 9.2;
(ciii) to release any Guarantor from its obligations under the Guarantee and Collateral Agreement (i) if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunder, (ii) if such release is required or contemplated pursuant to under the terms of this Agreement or the Guarantee and Collateral Agreement or (iii) as approved in accordance with Section 9.2; or
(d) to enter into, on behalf of itself and the Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent, an intercreditor agreement or other agreements for the sharing of collateral pursuant to Section 6.2(i)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 pursuant to this Section 9.10.
(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 connection therewith, nor shall the Administrative Agent 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 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 on behalf of the 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 this Section 8.10.a public or
Appears in 1 contract
Collateral and Guaranty Matters. The Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent irrevocably authorize and direct the Administrative AgentAgent (without notice to, at its option and in its discretionor vote or consent of, any counterparty to any Specified Hedging Agreement),
(a) to release any Lien on any Collateral granted to or held by the Administrative Agent Agent, for the ratable benefit of the Secured Parties (whether or not on the date of such release there may be outstanding Specified Hedge Obligations or contingent indemnification obligations not then due), under any Loan Document (i) upon repayment of the outstanding principal of and all accrued interest on the Loans and Reimbursement Obligations, payment of all outstanding fees and expenses hereunder, the termination of the Domestic Revolving Commitments, the Global Revolving Commitments, the Participation FCI Commitments, the Bilateral FCI Issuing Commitments and the Participation FCI Issuing Commitments and payment in full of all Obligations (other than contingent indemnification obligations) Credit Commitment and the expiration (without any pending drawing) or termination (or cash collateralization or provision of other credit support as contemplated by this Agreement) of all Letters of Credit and FCIsCredit, (ii) that is transferred disposed or to be transferred disposed of as part of or in connection with any Disposition disposition permitted hereunder or under any other Loan Document or any involuntary dispositionDocument, or (iii) that is required subject to Section 12.2, if approved, authorized or contemplated to be released pursuant to ratified in writing by the terms of this Agreement or any other Loan Document, or (iv) as approved in accordance with Section 9.2Required Lenders;
(b) to subordinate or release any Lien on any property Collateral (whether or not on the date of such subordination or release there may be outstanding Specified Hedge Obligations or contingent indemnification obligations not then due) granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property (i) that is permitted by Section 6.3(d), (e), (f), (j), (k), (l) and (m) or (ii) as approved in accordance with Section 9.2;Excepted Lien; and
(c) to release any Guarantor (whether or not on the date of such release there may be outstanding Specified Hedge Obligations or contingent indemnification obligations not then due) from its obligations under the Guarantee Guaranty Agreement, the Security Agreement and Collateral Agreement (i) any other Loan Documents if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunder, (ii) if such release is required or contemplated pursuant to the terms of this Agreement or the Guarantee and Collateral Agreement or (iii) as approved in accordance with Section 9.2; or
(d) to enter into, on behalf of itself and the Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent, an intercreditor agreement or other agreements for the sharing of collateral pursuant to Section 6.2(i). 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 Guarantee and Collateral Agreement, Guaranty Agreement pursuant to this Section 8.10Section.
Appears in 1 contract
Collateral and Guaranty Matters. The Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent irrevocably authorize the Administrative Agent, at its option and in its discretion,
(a) to release any Lien on any Collateral or other property granted to or held by the Administrative Agent under any Loan Document (i) upon termination the Discharge of the Domestic Revolving Commitments, the Global Revolving Commitments, the Participation FCI Commitments, the Bilateral FCI Issuing Commitments and the Participation FCI Issuing Commitments and payment in full of all Obligations (other than contingent indemnification obligationsobligations for which no claim has been made) and the expiration (without any pending drawing) or termination (or cash collateralization or provision of other credit support as contemplated by this Agreement) of all Letters of Credit Credit, Bank Services and FCIsSpecified Swap Agreements (other than Letters of Credit, Bank Services and Specified Swap Agreements the Obligations in respect of which have been Cash Collateralized in an amount equal to 105% thereof in accordance with the terms hereof or as to which other arrangements satisfactory to the Administrative Agent, the Issuing Lender, Bank Services Provider or any applicable Qualified Counterparty, as applicable, shall have been made), (ii) that is transferred sold or otherwise disposed of or to be transferred sold or otherwise disposed of as part of or in connection with any Disposition sale or other disposition permitted hereunder or under any other Loan Document or any involuntary dispositionDocument, or (iii) that is required subject to Section 10.1, if approved, authorized or contemplated to be released pursuant to ratified in writing by the terms of this Agreement or any other Loan Document, or (iv) as approved in accordance with Section 9.2Required Lenders;
(b) to subordinate any Lien on any Collateral or other property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property (i) that is permitted by Section 6.3(d), (e), (f), (j), (k), (lSections 7.3(g) and (m) or (ii) as approved in accordance with Section 9.2;i); and
(c) to release any Guarantor from its obligations under the Guarantee and Collateral Agreement (i) if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunder, (ii) if such release is required or contemplated pursuant to under the terms of this Agreement or the Guarantee and Collateral Agreement or (iii) as approved in accordance with Section 9.2; orLoan Documents.
(d) to enter into, on behalf of itself and the Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent, an intercreditor agreement or other agreements for the sharing of collateral pursuant to Section 6.2(i). 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 Guarantee and Collateral Agreement, Guaranty pursuant to this Section 8.109.10.
(e) 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 connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.
Appears in 1 contract
Samples: Senior Secured Credit Agreement (Monotype Imaging Holdings Inc.)
Collateral and Guaranty Matters. The Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent irrevocably authorize and direct the Administrative AgentAgent (without notice to, at its option and or vote or consent of, any counterparty Person (in its discretiontheir capacity as a counterparty to a Specified Hedging Agreement or as a Bank Products Provider),
(a) to release any Lien on any Collateral granted to or held by the Administrative Agent Agent, for the ratable benefit of the Secured Parties (whether or not on the date of such release there may be outstanding Specified Obligations or contingent indemnification obligations not then due), under any Loan Document (i) upon repayment of the outstanding principal of and all accrued interest on the Loans and Reimbursement Obligations, payment of all outstanding fees and expenses hereunder, the termination of the Domestic Revolving Commitments, the Global Revolving Commitments, the Participation FCI Commitments, the Bilateral FCI Issuing Commitments and the Participation FCI Issuing Commitments and payment in full of all Obligations (other than contingent indemnification obligations) Credit Commitment and the expiration (without any pending drawing) or termination (or cash collateralization or provision of other credit support as contemplated by this Agreement) of all Letters of Credit and FCIsCredit, (ii) that is transferred disposed or to be transferred disposed of as part of or in connection with any Disposition disposition permitted hereunder or under any other Loan Document or any involuntary dispositionDocument, or (iii) that is required subject to Section 12.2, if approved, authorized or contemplated to be released pursuant to ratified in writing by the terms of this Agreement or any other Loan Document, or (iv) as approved in accordance with Section 9.2Required Lenders;
(b) to subordinate or release any Lien on any property Collateral (whether or not on the date of such subordination or release there may be outstanding Specified Obligations or contingent indemnification obligations not then due) granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property (i) that is permitted by Section 6.3(d), (e), (f), (j), (k), (l) and (m) or (ii) as approved in accordance with Section 9.2;Excepted Lien; and
(c) to release any Guarantor (whether or not on the date of such release there may be outstanding Specified Obligations or contingent indemnification obligations not then due) from its obligations under the Guarantee Guaranty Agreement, the Security Agreement and Collateral Agreement (i) any other Loan Documents if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunder, (ii) if such release is required or contemplated pursuant to the terms of this Agreement or the Guarantee and Collateral Agreement or (iii) as approved in accordance with Section 9.2; or
(d) to enter into, on behalf of itself and the Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent, an intercreditor agreement or other agreements for the sharing of collateral pursuant to Section 6.2(i). 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 Guarantee and Collateral Agreement, Guaranty Agreement pursuant to this Section 8.10Section.
Appears in 1 contract
Collateral and Guaranty Matters. The Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent irrevocably authorize the Administrative Agent, at its option and in its discretion,
(a) to release any Lien on any Collateral or other property granted to or held by the Administrative Agent under any Loan Document (i) upon termination of the Domestic Revolving Commitments, the Global Revolving Commitments, the Participation FCI Commitments, the Bilateral FCI Issuing Commitments and the Participation FCI Issuing Commitments and payment in full of all Obligations (other than inchoate indemnification or other contingent indemnification obligationsobligations and other than obligations under or in respect of Specified Swap Agreements or Cash Management Services, in each case, to the extent arrangements satisfactory to the Administrative Agent have been made with respect thereto) and the expiration (without any pending drawing) or termination (or cash collateralization or provision of other credit support as contemplated by this Agreement) of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and FCIsthe applicable Issuing Lender shall have been made), (ii) that is transferred sold or otherwise disposed of or to be transferred sold or otherwise disposed of as part of or in connection with any Disposition sale or other disposition permitted hereunder or under any other Loan Document or any involuntary dispositionDocument, or (iii) that is required subject to Section 10.1, if approved, authorized or contemplated to be released pursuant to ratified in writing by the terms of this Agreement or any other Loan Document, or (iv) as approved in accordance with Section 9.2Required Lenders;
(b) to release or subordinate any Lien on any Collateral or other property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property (i) that is expressly permitted by Section 6.3(dSections 7.3(c), (e), (f), (j), (k), (l) and (m) or (ii) as approved in accordance with Section 9.2;; and
(c) to release any Subsidiary which is a Guarantor from its obligations under the Guarantee and Collateral Agreement (i) if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunder, (ii) if such release is required or contemplated pursuant to under the terms of this Agreement or the Guarantee and Collateral Agreement or (iii) as approved in accordance with Section 9.2; orLoan Documents.
(d) to enter into, on behalf of itself and the Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent, an intercreditor agreement or other agreements for the sharing of collateral pursuant to Section 6.2(i). 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 Guarantee and Collateral Agreement, Guaranty pursuant to this Section 8.109.10.
(e) 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 connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.
Appears in 1 contract
Collateral and Guaranty Matters. The Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent irrevocably authorize the Administrative Agent, at its option and in its discretion,agree:
(a) to release that any Lien on any Collateral 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 Domestic Revolving Commitments, the Global Revolving Commitments, the Participation FCI Commitments, the Bilateral FCI Issuing Commitments and the Participation FCI Issuing Aggregate Commitments and payment in full of all Obligations (other than (x) obligations under Secured Hedge Agreements, (y) Cash Management Obligations and (z) contingent indemnification obligationsobligations not yet accrued and payable) and the expiration (without any pending drawing) or termination (or cash collateralization or provision of other credit support as contemplated by this Agreement) of all Letters of Credit (unless such Letters of Credit have been collateralized on terms and FCIsconditions reasonably satisfactory to the relevant L/C Issuers following termination of the Commitments), (ii) that at the time the property subject to such Lien is transferred or to be transferred as part of or in connection with any Disposition transfer permitted hereunder or under any other Loan Document to any Person other than Holdings, the Company or any involuntary dispositionSubsidiary Guarantor, or (iii) that subject to Section 10.01, if the release of such Lien is required approved, authorized or contemplated to be released pursuant to ratified in writing by the terms of this Agreement or any other Loan DocumentRequired Lenders, or (iv) as approved in accordance with Section 9.2if 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;
(b) 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 the holder of any Lien on such property (i) that is permitted by Section 6.3(d), (e), (f), (j), (k), (l) and (m7.01(i) or (ii) as approved in accordance with Section 9.2o);
(c) to release that any Guarantor shall be automatically released from its obligations under the Guarantee and Collateral Agreement (i) Guaranty if such Person ceases to be a Restricted Subsidiary as a result of a transaction or designation permitted hereunder, hereunder (ii) including as a result of a Guarantor being redesignated as an Unrestricted Subsidiary); provided that no such release shall occur if such release is required or contemplated pursuant Guarantor continues to be a guarantor in respect of the terms of this Agreement or the Guarantee and Collateral Agreement or (iii) as approved in accordance with Section 9.2; or
(d) to enter into, on behalf of itself and the LendersExisting Notes, the Issuing Lenders, the FCI Issuing Lenders New Notes or any Junior Financing; and the Foreign Trade Facility Agent, an intercreditor agreement or other agreements for the sharing of collateral pursuant to Section 6.2(i). 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 Guarantee and Collateral Agreement, Guaranty pursuant to this Section 8.109.11. In each case as specified in this Section 9.11, the Administrative Agent will (and each Lender irrevocably authorizes the Administrative Agent to), at the Company’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 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 9.11.
Appears in 1 contract
Collateral and Guaranty Matters. (a) The Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent irrevocably authorize the Administrative Agent, at its option and in its discretion,
(ai) to 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 Domestic Revolving Commitments, the Global Revolving Commitments, the Participation FCI Commitments, the Bilateral FCI Issuing Commitments and the Participation FCI Issuing Commitments and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration (without any pending drawing) or termination (or cash collateralization or provision of other credit support as contemplated by this Agreement) of all Letters of Credit Credit, Cash Management Agreements and FCIsSpecified Swap Agreements (other than Letters of Credit, Cash ny-2508035 Management Agreements and Specified Swap Agreements as to which other arrangements satisfactory to the Administrative Agent and the applicable Issuing Lender, Cash Management Bank or the provider of such Specified Swap Agreement shall have been made), (iiB) that is transferred sold or otherwise disposed of or to be transferred sold or otherwise disposed of as part of or in connection with any Disposition sale or other disposition permitted hereunder or under any other Loan Document or any involuntary dispositionhereunder, or (iiiC) that is required subject to Section 10.1, if approved, authorized or contemplated to be released pursuant to ratified in writing by the terms of this Agreement or any other Loan Document, or (iv) as approved in accordance with Section 9.2Required Lenders;
(bii) to subordinate any Lien on any Collateral or other property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property (i) that is permitted by Section 6.3(d), (e), (f), (j), (k), (lSections 7.3(g) and (m) or (ii) as approved in accordance with Section 9.2;i); and
(ciii) to release any Guarantor from its obligations under the Guarantee and Collateral Agreement (i) if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunder, under the Loan Documents.
(iiiv) if such release is required or contemplated pursuant (x) automatically upon the consummation of any Permitted Litigation Financing to the terms extent such Permitted Litigation Rights solely involves a Disposition (rather than a grant of this Agreement a security interest) of the Qualified Litigation Rights being financed, to release any 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 Guarantee and Collateral Agreement or consummation of any Permitted Litigation Financing 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 (iiirather than a Disposition) as approved in accordance with Section 9.2; or
(d) of such Qualified Litigation Rights to enter intothe provider of such Permitted Litigation Financing, to subordinate Administrative Agent’s Lien on behalf of itself and the Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent, an intercreditor agreement or other agreements for the sharing of collateral pursuant to Section 6.2(i)such Qualified Litigation Rights. 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.
(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 connection therewith, nor shall the Administrative Agent 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 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 on behalf of the 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, pursuant 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 ny-2508035 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 to have agreed to be bound by the Loan Documents as a Secured Party thereunder, subject to the limitations set forth in this Section 8.10paragraph.
Appears in 1 contract
Samples: Credit Agreement (Appian Corp)
Collateral and Guaranty Matters. (a) The Administrative Agent is hereby authorized on behalf of the Lenders, without the Issuing necessity of any notice to or further consent from the Lenders, from time to time (but without any obligation) to take any action with respect to the FCI Issuing Lenders Collateral and the Foreign Trade Facility Security Documents that may be deemed by the Administrative Agent irrevocably in its discretion to be necessary or advisable to perfect and maintain perfected the Liens upon the Collateral granted pursuant to the Security Documents.
(b) The Lenders hereby authorize the Administrative Agent, at its option and in its discretion,
(a) discretion to release release, and hereby agree that upon the request of the Borrower the Administrative Agent shall release, any Lien on any Collateral granted to or held by the Administrative Agent under upon any Loan Document Collateral or Cash Collateral (i) upon termination of the Domestic Revolving Commitments, the Global Revolving Commitmentstermination, the Participation FCI Commitments, the Bilateral FCI Issuing Commitments and the Participation FCI Issuing Commitments expiration or Cash Collateralization of all outstanding Letters of Credit and payment in full of all of the Obligations then due and payable (other than contingent indemnification obligations) and provided, however, that the expiration (without Administrative Agent may not release any pending drawing) or termination (or cash collateralization or provision of other credit support as contemplated by this Agreement) of all Lien on any Cash Collateral securing any outstanding Letters of Credit and FCIsCredit, except to the extent that the amount of Cash Collateral provided by any Account Party exceeds 105% of such Account Party’s L/C Obligations), (ii) that is transferred constituting property sold or to be transferred sold or disposed of as part of or in connection with any Disposition disposition expressly permitted hereunder or under any other Loan Credit Document or any involuntary dispositionto which the Required Lenders have consented in writing, or (iii) in excess of the amount of Collateral that is required or contemplated to be released pledged by the Borrower or an Account Party, as applicable, pursuant to the terms provisions of this Agreement or any other Loan Document, Credit Document or (iv) as approved otherwise pursuant to and in accordance with Section 9.2;
(b) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder provisions of any Lien on such property (i) that is permitted by Section 6.3(d), (e), (f), (j), (k), (l) and (m) or (ii) as approved in accordance with Section 9.2;
(c) to release any Guarantor from its obligations under the Guarantee and Collateral Agreement (i) if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunder, (ii) if such release is required or contemplated pursuant to the terms of this Agreement or the Guarantee and Collateral Agreement or (iii) as approved in accordance with Section 9.2; or
(d) to enter into, on behalf of itself and the Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent, an intercreditor agreement or other agreements for the sharing of collateral pursuant to Section 6.2(i)applicable Credit Document. 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 Guarantee and Collateral Agreement, property pursuant to this Section 8.1010.13(b).
(c) 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 connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders, the Issuing Banks or the Fronting Banks for any failure to monitor or maintain any portion of the Collateral.
Appears in 1 contract
Samples: Credit Agreement (Markel Corp)
Collateral and Guaranty Matters. (a) The Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent irrevocably authorize the Administrative Agent, at its option and in its discretion,
(ai) to 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 Domestic Revolving Commitments, the Global Revolving Commitments, the Participation FCI Commitments, the Bilateral FCI Issuing Commitments and the Participation FCI Issuing Commitments and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration (without any pending drawing) or termination (or cash collateralization or provision of other credit support as contemplated by this Agreement) of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and FCIsthe applicable Issuing Lender shall have been made), (iiB) that is transferred sold or otherwise disposed of or to be transferred sold or otherwise disposed of as part of or in connection with any Disposition sale or other disposition permitted hereunder or under any other Loan Document or any involuntary disposition, or (iii) that is required or contemplated to be released pursuant to the terms of this Agreement or any other Loan Document, or (ivC) as approved subject to Section 10.1, if approved, authorized or ratified in accordance with Section 9.2writing by the Required Lenders;
(bii) to subordinate any Lien on any Collateral or other property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property (i) that is permitted by Section 6.3(d), (e), (f), (j), (k), (lSections 7.3(g) and (m) or (ii) as approved in accordance with Section 9.2;i); and
(ciii) to release any Guarantor from its obligations under the Guarantee and Collateral Agreement (i) if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunder, (ii) if such release is required or contemplated pursuant to under the terms of this Agreement or the Guarantee and Collateral Agreement or (iii) as approved in accordance with Section 9.2; or
(d) to enter into, on behalf of itself and the Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent, an intercreditor agreement or other agreements for the sharing of collateral pursuant to Section 6.2(i)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 pursuant to this Section 9.10.
(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 connection therewith, nor shall the Administrative Agent 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 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 on behalf of the 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. 159 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, pursuant 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 to have agreed to be bound by the Loan Documents as a Secured Party thereunder, subject to the limitations set forth in this Section 8.10paragraph.
Appears in 1 contract
Samples: Credit Agreement (Accuray Inc)
Collateral and Guaranty Matters. The Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent irrevocably authorize the Administrative Agent, at its option and in its discretion,
(a) to Each of the Lenders irrevocably authorizes Agent to: DB1/ 123142411.13
(i) release any Lien on any Collateral property granted to or held by the Administrative Agent under this Agreement or any Loan Other Document (ix) upon termination of the Domestic Revolving Commitments, the Global Revolving Commitments, the Participation FCI Commitments, the Bilateral FCI Issuing Commitments and the Participation FCI Issuing Commitments and payment Payment in full of all Obligations (other than contingent indemnification obligations) and the expiration (without any pending drawing) or termination (or cash collateralization or provision of other credit support as contemplated by this Agreement) of all Letters of Credit and FCIsFull, (iiy) that is transferred sold or to be transferred otherwise disposed of as part of or in connection with any sale or other Disposition permitted hereunder or under any other Loan Document or any involuntary disposition, the Other Documents or (iiiz) that is subject to Section 16.2(b), if approved, authorized or ratified in writing by the Required Lenders or such other number or percentage of Lenders required or contemplated to be released pursuant to the terms of this Agreement or any other Loan Document, or (iv) as approved in accordance with Section 9.2hereby;
(bii) to subordinate any Lien on any property granted to or held by the Administrative Agent hereunder or under any Loan Other Document to the holder of any Lien on such property (i) that is permitted by Section 6.3(d), clause (e), (f), (j), (k), (lg) and (m) or (ii) as approved in accordance with Section 9.2;of the definition of “Permitted Encumbrances”; and
(ciii) to release any Guarantor from its obligations under the Guarantee and Collateral Agreement Guaranty (ix) upon Payment in Full or (y) if such Person Guarantor ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunder, (ii) if such release is required or contemplated pursuant to the terms of this Agreement or the Guarantee under and Collateral Agreement or (iii) as approved in accordance with Section 9.2; or
(d) to enter into, on behalf of itself this Agreement and the LendersOther Documents. Any such release of guarantee obligations or security interests shall be deemed subject to the provision that such guarantee obligations shall be reinstated if after such 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 Borrower or any Guarantor, or upon or as a result of the Issuing Lendersappointment of a receiver, intervenor or conservator of, or trustee or similar officer for, any Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payment had not been made. Any such release of Liens shall not in any manner discharge, affect, or impair the FCI Issuing Lenders 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 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 Foreign Trade Facility AgentOther Documents, an intercreditor agreement and that all conditions precedent to such release, subordination or other agreements for the sharing of collateral pursuant to Section 6.2(i)re-conveyance have been complied with. Upon request by the Administrative 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 Guarantee and Collateral Agreement, Guaranty pursuant to this Section 8.1014.10.
(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, DB1/ 123142411.13 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 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 Agent subject to the terms and conditions of Section 14.6 or to arrange for the 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.
(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 information provided to it in a certificate executed by an authorized officer of the applicable Loan Party pledging such 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 DB1/ 123142411.13 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 shall have any right individually to realize upon any of the Collateral or to enforce 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 the Collateral may be exercised solely by Agent, for the benefit of the 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 Secured Parties in accordance with the terms hereof and thereof, and (ii) in the event of a foreclosure or similar enforcement action by Agent on any of the 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 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 Agent at such sale or other Disposition.
Appears in 1 contract
Samples: Term Loan Credit and Security Agreement (Quantum Corp /De/)
Collateral and Guaranty Matters. (a) The Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent irrevocably authorize the Administrative Agent, at its option and in its discretion,
(ai) to 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 Domestic Revolving Commitments, the Global Revolving Commitments, the Participation FCI Commitments, the Bilateral FCI Issuing Commitments and the Participation FCI Issuing Commitments and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration (without any pending drawing) or termination (or cash collateralization or provision of other credit support as contemplated by this Agreement) of all Letters of Credit and FCIsObligations, (iiB) that is transferred sold or otherwise disposed of or to be transferred sold or otherwise disposed of as part of or in connection with any Disposition sale or other disposition permitted hereunder or under any other Loan Document or any involuntary disposition, or (iii) that is required or contemplated to be released pursuant to the terms of this Agreement or any other Loan Document, or (ivC) as approved subject to Section 10.1, if approved, authorized or ratified in accordance with Section 9.2writing by the Required Lenders;
(bii) to subordinate any Lien on any Collateral or other property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property (i) that is permitted by Section 6.3(d), (e), (f), (j), (k), (lSections 7.3(g) and (m) or (ii) as approved in accordance with Section 9.2;i); and
(ciii) to release any Guarantor from its obligations under the Guarantee and Collateral Agreement (i) if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunder, (ii) if such release is required or contemplated pursuant to under the terms of this Agreement or the Guarantee and Collateral Agreement or (iii) as approved in accordance with Section 9.2; orLoan Documents.
(db) to enter into, on behalf of itself and the Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent, an intercreditor agreement or other agreements for the sharing of collateral pursuant to Section 6.2(i). 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.
(c) 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 connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.
(d) 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 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 on behalf of the 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, pursuant 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 Bank Services Provider 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 to have agreed to be bound by the Loan Documents as a Secured Party thereunder, subject to the limitations set forth in this Section 8.10paragraph.
Appears in 1 contract
Samples: Credit Agreement (Carbonite Inc)
Collateral and Guaranty Matters. The Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent irrevocably authorize the Administrative Agent, at its option and in its discretion,
(a) to release any Lien on any Collateral granted to or held by the Administrative Agent under any Loan Document (i) upon termination of the Domestic Revolving Commitments, the Global Revolving Commitments, the Participation FCI Commitments, the Bilateral FCI Issuing Commitments and the Participation FCI Issuing Commitments and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration (without any pending drawing) or termination (or cash collateralization or provision of other credit support as contemplated by this Agreement) of all Letters of Credit and FCIsobligations for which no claim has been asserted), (ii) that is transferred sold or otherwise disposed of or to be transferred sold or otherwise disposed of as part of or in connection with any sale or other Disposition permitted hereunder or under any other Loan Document or any involuntary dispositionInvoluntary Disposition, or (iii) that is required or contemplated to be released pursuant to the terms of this Agreement or any other Loan Document, or (iv) as approved in accordance with Section 9.212.01;
(b) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property (i) that is permitted by Section 6.3(d8.01(i), (e), (f), (j), (k), (l) and (m) or (ii) as approved in accordance with Section 9.2;; and
(c) to release any Guarantor from its obligations under the Guarantee and Collateral Agreement (i) Guaranty if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunder, (ii) if such release is required or contemplated pursuant to under the terms of this Agreement or the Guarantee and Collateral Agreement or (iii) as approved in accordance with Section 9.2; or
(d) to enter into, on behalf of itself and the Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent, an intercreditor agreement or other agreements for the sharing of collateral pursuant to Section 6.2(i)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 Guarantee and Collateral AgreementGuaranty, pursuant to this Section 8.1010.09. 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 Transaction Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral. Upon confirmation by the Administrative Agent that all Obligations have been paid in full (other than contingent indemnification obligations for which no claim has been asserted) and the Commitments have terminated, the Administrative Agent shall, upon the request and at the expense of the Transaction Parties, promptly execute and deliver a deed of release terminating the Liens of the Administrative Agent and the Lenders under the Loan Documents, and promptly execute and deliver all Uniform Commercial Code termination statements and/or other documents reasonably requested by the Transaction Parties evidencing such termination and return to the Transaction Parties all Collateral in its possession.
Appears in 1 contract
Collateral and Guaranty Matters. The Lenders, Each of the Issuing Lenders, the FCI Issuing Lenders (including in its capacities as a potential Cash Management Bank and the Foreign Trade Facility Agent a potential Hedge Bank and for on behalf of each of its Affiliates that is or may be a Cash Management Bank or Hedge Bank) and each L/C Issuer irrevocably authorize the Administrative Agent, at its option and in its discretion,
, to (a) to upon request therefor from the Borrower, release any Lien Collateral described on any Collateral granted to or held Schedule 7.05(j) from the Liens created by the Administrative Agent under any Loan Document (i) upon termination of the Domestic Revolving CommitmentsCollateral Documents, the Global Revolving Commitments, the Participation FCI Commitments, the Bilateral FCI Issuing Commitments and the Participation FCI Issuing Commitments and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration (without any pending drawing) or termination (or cash collateralization or provision of other credit support as contemplated by this Agreement) of all Letters of Credit and FCIs, (ii) that is transferred or to be transferred as part of or in connection with any Disposition permitted hereunder or under any other Loan Document or any involuntary disposition, or (iii) that is required or contemplated to be released pursuant to the terms of this Agreement or any other Loan Document, or (iv) as approved in accordance with Section 9.2;
(b) to release any and all Collateral from the Liens created by the Collateral Documents, subordinate any Lien on any property granted and all such Collateral and/or release any and all Subsidiary Guarantors from their respective obligations under the Subsidiary Guaranty at any time and from time to time in accordance with the provisions of the Collateral Documents and Section 10.21, (c) execute and deliver, and take any action referred to in Section 10.21 to evidence any such release or held subordination and (d) enter into any amendments of the Collateral Documents dated on and as of even date herewith deemed reasonably necessary or appropriate by the Administrative Agent under any Loan Document in order to evidence the holder amendment and restatement of any Lien on such property (i) that is permitted by Section 6.3(d), (e), (f), (j), (k), (l) and (m) or (ii) as approved in accordance with Section 9.2;
(c) to release any Guarantor from its obligations under the Guarantee and Collateral Agreement (i) if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunder, (ii) if such release is required or contemplated pursuant to the terms of this Agreement or the Guarantee and Collateral Agreement or (iii) as approved in accordance with Section 9.2; or
(d) to enter into, on behalf of itself and the LendersExisting Credit Agreement, the Issuing Lendersextension, renewal and continuation of the FCI Issuing Lenders Obligations secured by such Collateral Documents and the Foreign Trade Facility Agent, an intercreditor agreement or for any other agreements for the sharing of collateral pursuant to Section 6.2(i)related purpose. 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 Guarantee and Collateral Agreement, Subsidiary Guaranty pursuant to this Section 8.109.10 or Section 10.21. 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 connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral. In addition, the Administrative Agent will have no obligation to conduct any independent evaluation or appraisal of the assets or liabilities of the Borrower, or any other party, or opine or advise on any related Solvency issues.
Appears in 1 contract
Collateral and Guaranty Matters. The Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent irrevocably authorize the Administrative Agent, at its option and in its discretion,:
(a) to release any Lien on any Collateral property granted to or held by the Administrative Agent under any Loan Document (i) upon termination of the Domestic Revolving Commitments, the Global Revolving Commitments, the Participation FCI Commitments, the Bilateral FCI Issuing Commitments and the Participation FCI Issuing Aggregate Commitments and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration (without any pending drawing) or termination (or cash collateralization or provision of other credit support as contemplated by this Agreement) of all Letters of Credit and FCIs), (ii) that is transferred sold or otherwise disposed of or to be transferred sold or otherwise disposed of as part of or in connection with any Disposition sale or other disposition permitted hereunder or under any other Loan Document or any involuntary dispositionto a Person that is not a Loan Party, or (iii) that constitutes “Excluded Assets” (as such term is required or contemplated to be released pursuant to defined in the terms of this Agreement or any other Loan DocumentSecurity Agreement), or (iv) as approved if approved, authorized or ratified in writing in accordance with Section 9.210.01 or (v) if the property subject to such Lien is owned by a Guarantor, upon the release of such Guarantor from its obligations under the Guaranty pursuant to clause (d) below;
(b) to release any Loan Party from its obligations under the applicable Collateral Documents if such Person ceases to be a Subsidiary as a result of a transaction permitted under the Loan Documents;
(c) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property (i) that is permitted by Section 6.3(d7.01(d), (e), (f), (j), (k), (l) and (m) or (ii) as approved in accordance with Section 9.2;; and
(cd) to release any Guarantor from its obligations under the Guarantee and Collateral Agreement (i) Guaranty if such Person ceases to be a Restricted Subsidiary or as a result of a transaction permitted hereunder, (ii) ; provided that no such release shall occur if such release is required Guarantor continues to be a guarantor in respect of any Indebtedness of the Borrower or contemplated pursuant any of its Subsidiaries. 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 connection therewith, nor shall the Administrative Agent be responsible or liable to the terms Lenders for any failure to monitor or maintain any portion of this Agreement or the Guarantee and Collateral Agreement or (iii) as approved in accordance with Section 9.2; or
(d) to enter into, on behalf of itself and the Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent, an intercreditor agreement or other agreements for the sharing of collateral pursuant to Section 6.2(i)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 the Guarantee and applicable Collateral Agreement, Documents pursuant to this Section 8.10Section. In each case as specified in this Section, the Administrative Agent will promptly upon the request of the Borrower (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 Liens granted under the applicable Collateral Documents, or to release such Loan Party from its obligations under the Guaranty and the applicable Collateral Documents, in each case in accordance with the terms of the Loan Documents and this Section.
Appears in 1 contract
Collateral and Guaranty Matters. (a) The Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent irrevocably authorize the Administrative Agent, at its option and in its discretion,discretion (without notice to, or vote or consent of, any Lender, any affiliate of any Lender, any Hedge Bank or any Cash Management Bank):
(ai) to release any Lien on any Collateral granted to or held by the Administrative Agent Agent, for the ratable benefit of itself and the other Secured Parties (whether or not on the date of such release there may be outstanding Secured Obligations in respect of Specified Hedge Agreements, Specified Cash Management Arrangements or contingent or indemnification obligations not then due), under any Loan Document (i) 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 Domestic Revolving Commitments, the Global Revolving Commitments, the Participation FCI Commitments, the Bilateral FCI Issuing Lenders’ Commitments and the Participation FCI Issuing Commitments and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration (without any pending drawing) or termination (or cash collateralization or provision of other credit support as contemplated by this Agreement) of all Letters of Credit and FCIsCredit, (ii) that is transferred sold or to be transferred sold as part of or in connection with any Disposition sale permitted hereunder or under any other Loan Document or any involuntary dispositionDocument, or (iii) that is required subject to Section 13.2, if approved, authorized or contemplated to be released pursuant to ratified in writing by the terms of this Agreement or any other Loan Document, or (iv) as approved in accordance with Section 9.2Required Lenders;
(bii) to subordinate any Lien on any property Collateral (whether or not on the date of such release there may be outstanding Secured Obligations in respect of Specified Hedge Agreements, Specified Cash Management Arrangements or contingent or indemnification obligations not then due) granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property (i) Collateral that is permitted by Section 6.3(d10.2(g), (e), (f), (j), (k), (l) and (m) or (ii) as approved in accordance with Section 9.2;; and
(ciii) to release any Guarantor (whether or not on the date of such release there may be outstanding Secured Obligations in respect of Specified Hedge Agreements, Specified Cash Management Arrangements or contingent or indemnification obligations not then due) from its obligations under the Guarantee and Collateral Guaranty Agreement (i) if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunder; provided that, (ii) if such release is required the Borrower sells all or contemplated substantially all of the Capital Stock and/or assets of Tempco Engineering, Inc. pursuant to the terms of this Agreement or the Guarantee to, and Collateral Agreement or (iii) as approved in accordance with with, Section 9.2; or
(d) 10.5(f), then the Liens granted to enter into, on behalf of itself and or held by the Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Administrative Agent, an intercreditor agreement or other agreements for the sharing benefit of collateral pursuant to Section 6.2(i)the Secured Parties, under any Loan Document on all Capital Stock and/or assets sold in connection therewith shall automatically be released and Tempco Engineering, Inc. shall automatically be released as a Guarantor under the Guaranty 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 Guarantee and Collateral Agreement, Guaranty Agreement pursuant to this Section 8.10Section.
(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 connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.
Appears in 1 contract
Samples: Credit Agreement (Lmi Aerospace Inc)
Collateral and Guaranty Matters. The LendersExcept with respect to the exercise of setoff rights in accordance with Section 10.09 or with respect to a Secured Party’s right to file a proof of claim in an insolvency proceeding, no Secured Party shall have any right individually to realize upon any of the Issuing LendersCollateral or to enforce any Guarantee of the Obligations, it being understood and agreed that all powers, rights and remedies under the FCI Issuing Loan Documents 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 thereof. Each of the Lenders (including in their capacities as potential or actual Hedge Banks party to a Secured Hedge Agreement and the Foreign Trade Facility Agent potential or actual Cash Management Banks party to a Secured Cash Management Agreement) and each L/C Issuer irrevocably authorize the Administrative Agent and the Collateral Agent, at its option and each of the Administrative Agent and the Collateral Agent shall to the extent requested by the Borrower or, solely in its discretion,the case of clause (d) below, to the extent provided for under this Agreement:
(ai) to release any Lien on any Collateral property granted to or held by the Administrative Agent or Collateral Agent under any Loan Document (i) upon termination of the Domestic Revolving Commitments, the Global Revolving Commitments, the Participation FCI Commitments, the Bilateral FCI Issuing Commitments and the Participation FCI Issuing Aggregate Commitments and payment in full of all Obligations (other than (A) contingent indemnification obligationsobligations as to which no claim has been asserted and (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements) and the expiration (without any pending drawing) drawing or termination (or cash collateralization or provision of other credit support as contemplated by this Agreement) of all Letters of Credit and FCIs(other than Letters of Credit which have been Cash Collateralized or as to which arrangements satisfactory to the L/C Issuer that issued such Letters of Credit shall have been made), (ii) that is transferred sold, disposed of or distributed or to be transferred sold, disposed of or distributed as part of or in connection with any Disposition transaction permitted hereunder or under any other Loan Document or any involuntary dispositionDocument, or in each case to a Person that is not a Loan Party, (iii) that is required subject to Section 10.01, if approved, authorized or contemplated to be released pursuant to ratified in writing by the terms of this Agreement or any other Loan DocumentRequired Lenders, or (iv) that constitutes Excluded Property as approved a result of an occurrence not prohibited hereunder, (v) owned by a Subsidiary Guarantor upon release of such Subsidiary Guarantor from its obligations under its Guaranty or hereunder, as applicable, pursuant to clause (c) below, (vi) owned by Previous Holdings, the Previous Borrower and any Subsidiary of the Previous Borrower that is not or does not become a Subsidiary of the Co-Borrower, in accordance any such case, in connection with Section 9.2a Borrower Substitution Event or as otherwise contemplated by the proviso to the definition of the terms “Borrower” or the term “Holdings”, as applicable, in each case, as otherwise permitted under this Agreement;
(bii) to release or subordinate any Lien on any property granted to or held by the Administrative Agent or Collateral Agent under any Loan Document to the holder of any Permitted Lien on such property (i) that is permitted by Section 6.3(dclauses (1), (e4), (f5), (j6) (only with regard to Section 7.01(d)), (k9), (l11) (solely with respect to cash deposits), (16), (17) (other than with respect to self-insurance arrangements), (18) (solely to the extent constituting Excluded Property), (19), (21), (23) (solely to the extent relating to a lien of the type allowed pursuant to clauses (9) and (m11) (solely with respect to cash deposits) of the definition thereof), (25) (solely to the extent relating to a lien of the type allowed pursuant to clause (6) of the definition of “Permitted Liens” and securing obligations under Indebtedness of the type allowed pursuant to Section 7.01(d)), (26) (solely to the extent the Lien of the Collateral Agent on such property is not, pursuant to such agreements, permitted to be senior to or pari passu with such Liens), (ii29) (solely with respect to cash deposits), (34), (39) (only for so long as approved in accordance with Section 9.2required to be secured for such letter of intent or investment), (45), (46) and (47) of the definition thereof;
(ciii) to release any Guarantor from its obligations under the Guarantee applicable Guaranty or hereunder (and Collateral in the case of Previous Holdings or the Previous Borrower, release from its obligations under this Agreement and any other Loan Document), as applicable, (i) if in the case of any Subsidiary, such Person ceases to be a Restricted Subsidiary or otherwise becomes an Excluded Subsidiary as a result of a transaction or designation permitted hereunder, hereunder or (ii) if such release Guarantor is required Previous Holdings, the Previous Borrower or any Subsidiary of the Previous Borrower that is not or does not become a Subsidiary of the Co-Borrower, in any such case, in connection with a Borrower Substitution Event or as otherwise contemplated pursuant by the proviso to the terms definition of this Agreement the term “Borrower” or the Guarantee and Collateral Agreement or term “Holdings”, in each case, as otherwise permitted under this Agreement; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of any Specified Refinancing Debt, any Refinancing Notes, the Notes Indenture, any Incremental Equivalent Debt or, to the extent incurred by a Loan Party (iii) as approved other than Holdings), any other Indebtedness, in accordance each case, with Section 9.2an aggregate outstanding principal amount in excess of $40,000,000; orand
(div) to enter into, on behalf of itself and the Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent, an establish intercreditor agreement or other agreements for the sharing of collateral pursuant to Section 6.2(i)arrangements as expressly contemplated by this Agreement. 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 Guarantee and Collateral Agreement, Guaranty pursuant to this Section 8.109.11. In each case as specified in this Section 9.11, the applicable Agent will (and each Lender irrevocably authorizes the 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 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 9.11. Additionally, upon reasonable request of the Borrower, the Collateral Agent will return possessory Collateral held by it that is released from the security interests created by the Collateral Documents pursuant to this Section 9.11; provided that in each case of this Section 9.11, upon the Collateral Agent’s reasonable request, the Borrower shall have delivered to the Administrative Agent and Collateral Agent a certificate of a Responsible Officer of the Borrower certifying that any such transaction has been consummated in compliance with the Credit Agreement and the other Loan Documents and that such release is permitted hereby; provided, that in the event that the Collateral Agent loses or misplaces any possessory collateral delivered to the Collateral Agent by the Borrower, upon reasonable request of the Borrower, the Collateral Agent shall provide a loss affidavit to the Borrower, in the form customarily provided by the Collateral Agent in such circumstances.
Appears in 1 contract
Samples: First Lien Credit Agreement (ZoomInfo Technologies Inc.)
