Collateral Matters; Actions with Respect to Collateral; Prohibition on Contesting Liens. The Secured Parties irrevocably agree that: (a) Upon request by the Collateral Agent at any time, the Secured Parties will confirm in writing the Collateral Agent's authority to release its interest in particular types or items of property pursuant to this Section 2.04. In each case as specified in this Section 2.04, the Collateral Agent will (and each Secured Party irrevocably authorizes the Collateral Agent to), at the Borrower's expense, execute and deliver to the Borrower or any Loan Party, as applicable, such documents as such Person may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Documents, in accordance with the terms of this Agreement or any other Credit Document. (b) With respect to any Collateral, (i) only the Collateral Agent shall be authorized to release Liens and exercise rights and remedies set forth in Security Documents with respect to any Collateral and in accordance with Section 2.07, (ii) the Collateral Agent shall not follow any instructions (other than instructions pursuant to Section 2.04(e)(ii)) with respect to such Collateral from any Authorized Representative or any Secured Party (other than the Controlling Authorized Representative and the Required Voting Parties) and (iii) no Authorized Representative who is not the Controlling Authorized Representative or other Secured Party shall or shall instruct the Collateral Agent to, commence any judicial or nonjudicial foreclosure proceedings with respect to, seek to have a trustee, receiver, liquidator or similar official appointed for or over, attempt any action to take possession of, exercise any right, remedy or power with respect to, or otherwise take any action to enforce its security interest in or realize upon, or take any other action available to it in respect of, any Collateral, whether under any Security Document, applicable Law or otherwise, it being agreed that only the Collateral Agent, acting on the instructions of the Controlling Authorized Representative or the Required Voting Parties and in accordance with the applicable Security Documents, shall be entitled to take any such actions or exercise any such remedies with respect to Collateral. No Authorized Representative or Secured Party (other than the Controlling Authorized Representative or Required Voting Parties) will contest, protest or object to any foreclosure proceeding or action brought by the Collateral Agent in accordance with the terms of this Agreement or any other exercise by the Collateral Agent of any rights and remedies relating to the Collateral, or to cause the Collateral Agent to bring any foreclosure proceedings or action or exercise any rights or remedies relating to the Collateral except as permitted by Section 2.04(e)(ii). (c) Each Authorized Representative and each other Secured Party agrees that it will not accept any Lien on any Collateral for the benefit of any Secured Obligations other than Liens created in favor of the Collateral Agent pursuant to a Security Document, and by executing this Agreement (or a Joinder Agreement) and by accepting the benefits of this Agreement and of each Security Document, each Authorized Representative and each Secured Party for which it is acting hereunder agree to be bound by the provisions of this Agreement and the Security Documents applicable to it. (d) Each of the Secured Parties agrees that it will not (and hereby waives any right to) contest or support any other Person in contesting, in any proceeding (including any Insolvency or Liquidation Proceeding), the perfection, priority, validity or enforceability of a Lien held by the Collateral Agent on behalf of any of the Secured Parties in all or any part of the Collateral, or the provisions of this NYDOCS01/1212479.10 S-13 Puget- Amended and Restated Collateral Agency Agreement 07771-0276/LEGAL16959722.4 5/4/10 (e) Section 2.04(b) shall not prohibit a Secured Party from taking the following actions: (i) in any Insolvency or Liquidation Proceeding commenced by or against the Borrower or any other Loan Party, each Secured Party may file a claim or statement of interest with respect to its Series of Secured Obligations, as applicable; (ii) each Authorized Representative may take and may direct the Collateral Agent to take any action (not adverse to the Liens of the Collateral Agent securing the Secured Parties) in order to preserve or protect its interest in and Liens created by the Security Documents on the Collateral; (iii) the Secured Parties shall be entitled to file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any Person objecting to or otherwise seeking the disallowance of their claims, including any claims secured by the Collateral, if any; (iv) in any Insolvency or Liquidation Proceeding, the Secured Parties shall be entitled to file any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of the Loan Parties arising under either Debtor Relief Laws or applicable non- bankruptcy law, in each case not in contravention of the terms of this Agreement; (v) in any Insolvency or Liquidation Proceeding, the Secured Parties shall be entitled to vote on any plan of reorganization; and (vi) both before and during an Insolvency or Liquidation Proceeding, any Secured Party may take any actions and exercise any and all rights that would be available to a holder of unsecured claims, including, without limitation, the commencement of an Insolvency or Liquidation Proceeding against any Loan Party in accordance with applicable Law and the termination of any agreement by the holder of any such obligation in accordance with the terms thereof. (f) The Collateral Agent agrees to follow the instructions received from an Authorized Representative pursuant to Section 2.04(e)(ii); provided, however, that the Collateral Agent shall not follow such instructions to the extent that they are expressly inconsistent with instructions received from the Controlling Authorized Representative pursuant to Section 4.03 after receipt of a Default Notice that has not been withdrawn. The Collateral Agent agrees to provide to each Authorized Representative a copy of each instruction that it receives pursuant to Section 2.04(e)(ii). (g) The Collateral Agent agrees to provide to each Authorized Representative a copy of each notice, letter or direction that it provides to or receives from a Loan Party or another Authorized Representative pursuant to this Agreement.
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Collateral Matters; Actions with Respect to Collateral; Prohibition on Contesting Liens. The Secured Parties irrevocably agree that:
(a) Upon request by the Collateral Agent at any time, the Secured Parties will confirm in writing the Collateral Agent's ’s authority to release its interest in particular types or items of property pursuant to this Section 2.04. In each case as specified in this Section 2.04, the Collateral Agent will (and each Secured Party irrevocably authorizes the Collateral Agent to), at the Borrower's ’s expense, execute and deliver to the Borrower or any Loan Party, as applicable, such documents as such Person may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Documents, in accordance with the terms of this Agreement or any other Credit Document.
(b) With respect to any Collateral, (i) only the Collateral Agent shall be authorized to release Liens and exercise rights and remedies set forth in Security Documents with respect to any Collateral and in accordance with Section 2.07, (ii) the Collateral Agent shall not follow any instructions (other than instructions pursuant to Section 2.04(e)(ii)) with respect to such Collateral from any Authorized Representative or any Secured Party (other than the Controlling Authorized Representative and the Required Voting Parties) and (iii) no Authorized Representative who is not the Controlling Authorized Representative or other Secured Party shall or shall instruct the Collateral Agent to, commence any judicial or nonjudicial foreclosure proceedings with respect to, seek to have a trustee, receiver, liquidator or similar official appointed for or over, attempt any action to take possession of, exercise any right, remedy or power with respect to, or otherwise take any action to enforce its security interest in or realize upon, or take any other action available to it in respect of, any Collateral, whether under any Security Document, applicable Law or otherwise, it being agreed that only the Collateral Agent, acting on the instructions of the Controlling Authorized Representative or the Required Voting Parties and in accordance with the applicable Security Documents, shall be entitled to take any such actions or exercise any such remedies with respect to Collateral. No Authorized Representative or Secured Party (other than the Controlling Authorized Representative or Required Voting Parties) will contest, protest or object to any foreclosure proceeding or action brought by the Collateral Agent in accordance with the terms of this Agreement or any other exercise by the Collateral Agent of any rights and remedies relating to the Collateral, or to cause the Collateral Agent to bring any foreclosure proceedings or action or exercise any rights or remedies relating to the Collateral except as permitted by Section 2.04(e)(ii).
(c) Each Authorized Representative and each other Secured Party agrees that it will not accept any Lien on any Collateral for the benefit of any Secured Obligations other than Liens created in favor of the Collateral Agent pursuant to a Security Document, and by executing this Agreement (or a Joinder Agreement) and by accepting the benefits of this Agreement and of each Security Document, each Authorized Representative and each Secured Party for which it is acting hereunder agree to be bound by the provisions of this Agreement and the Security Documents applicable to it.
(d) Each of the Secured Parties agrees that it will not (and hereby waives any right to) contest or support any other Person in contesting, in any proceeding (including any Insolvency or Liquidation Proceeding), the perfection, priority, validity or enforceability of a Lien held by the Collateral Agent on behalf of any of the Secured Parties in all or any part of the Collateral, or the provisions of this NYDOCS01/1212479.10 S-13 Puget- Amended and Restated Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Collateral Agency Agreement 07771-0276/LEGAL16959722.4 5/4/10Agent or any Authorized Representative to enforce this Agreement.
(e) Section 2.04(b) shall not prohibit a Secured Party from taking the following actions:
(i) in any Insolvency or Liquidation Proceeding commenced by or against the Borrower or any other Loan Party, each Secured Party may file a claim or statement of interest with respect to its Series of Secured Obligations, as applicable; ;
(ii) each Authorized Representative may take and may direct the Collateral Agent to take any action (not adverse to the Liens of the Collateral Agent securing the Secured Parties) in order to preserve or protect its interest in and Liens created by the Security Documents on the Collateral; ;
(iii) the Secured Parties shall be entitled to file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any Person objecting to or otherwise seeking the disallowance of their claims, including any claims secured by the Collateral, if any; ;
(iv) in any Insolvency or Liquidation Proceeding, the Secured Parties shall be entitled to file any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of the Loan Parties arising under either Debtor Relief Laws or applicable non- non-bankruptcy law, in each case not in contravention of the terms of this Agreement; ;
(v) in any Insolvency or Liquidation Proceeding, the Secured Parties shall be entitled to vote on any plan of reorganization; and and
(vi) both before and during an Insolvency or Liquidation Proceeding, any Secured Party may take any actions and exercise any and all rights that would be available to a holder of unsecured claims, including, without limitation, the commencement of an Insolvency or Liquidation Proceeding against any Loan Party in accordance with applicable Law and the termination of any agreement by the holder of any such obligation in accordance with the terms thereof.
(f) The Collateral Agent agrees to follow the instructions received from an Authorized Representative pursuant to Section 2.04(e)(ii); provided, however, that the Collateral Agent shall not follow such instructions to the extent that they are expressly inconsistent with instructions received from the Controlling Authorized Representative pursuant to Section 4.03 after receipt of a Default Notice that has not been withdrawn. The Collateral Agent agrees to provide to each Authorized Representative a copy of each instruction that it receives pursuant to Section 2.04(e)(ii).
(g) The Collateral Agent agrees to provide to each Authorized Representative a copy of each notice, letter or direction that it provides to or receives from a Loan Party or another Authorized Representative pursuant to this Agreement.
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Collateral Matters; Actions with Respect to Collateral; Prohibition on Contesting Liens. The Secured Parties irrevocably agree that:
(a) Upon request by the Collateral Agent at any time, the Secured Parties will confirm in writing the Collateral Agent's authority to release its interest in particular types or items of property pursuant to this Section 2.04. In each case as specified in this Section 2.04, the Collateral Agent will (and each Secured Party irrevocably authorizes the Collateral Agent to), at the Borrower's expense, execute and deliver to the Borrower or any Loan Party, as applicable, such documents as such Person may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Documents, in accordance with the terms of this Agreement or any other Credit Document.
(b) With respect to any Collateral, (i) only the Collateral Agent shall be authorized to release Liens and exercise rights and remedies set forth in Security Documents with respect to any Collateral and in accordance with Section 2.07, (ii) the Collateral Agent shall not follow any instructions (other than instructions pursuant to Section 2.04(e)(ii)) with respect to such Collateral from any Authorized Representative or any Secured Party (other than the Controlling Authorized Representative and the Required Voting Parties) and (iii) no Authorized Representative who is not the Controlling Authorized Representative or other Secured Party shall or shall instruct the Collateral Agent to, commence any judicial or nonjudicial foreclosure proceedings with respect to, seek to have a trustee, receiver, liquidator or similar official appointed for or over, attempt any action to take possession of, exercise any right, remedy or power with respect to, or otherwise take any action to enforce its security interest in or realize upon, or take any other action available to it in respect of, any Collateral, whether under any Security Document, applicable Law or otherwise, it being agreed that only the Collateral Agent, acting on the instructions of the Controlling Authorized Representative or the Required Voting Parties and in accordance with the applicable Security Documents, shall be entitled to take any such actions or exercise any such remedies with respect to Collateral. No Authorized Representative or Secured Party (other than the Controlling Authorized Representative or Required Voting Parties) will contest, protest or object to any foreclosure proceeding or action brought by the Collateral Agent in accordance with the terms of this Agreement or any other exercise by the Collateral Agent of any rights and remedies relating to the Collateral, or to cause the Collateral Agent to bring any foreclosure proceedings or action or exercise any rights or remedies relating to the Collateral except as permitted by Section 2.04(e)(ii).
(c) Each Authorized Representative and each other Secured Party agrees that it will not accept any Lien on any Collateral for the benefit of any Secured Obligations other than Liens created in favor of the Collateral Agent pursuant to a Security Document, and by executing this Agreement (or a Joinder Agreement) and by accepting the benefits of this Agreement and of each Security Document, each Authorized Representative and each Secured Party for which it is acting hereunder agree to be bound by the provisions of this Agreement and the Security Documents applicable to it.
(d) Each of the Secured Parties agrees that it will not (and hereby waives any right to) contest or support any other Person in contesting, in any proceeding (including any Insolvency or Liquidation Proceeding), the perfection, priority, validity or enforceability of a Lien held by the Collateral Agent on behalf of any of the Secured Parties in all or any part of the Collateral, or the provisions of this NYDOCS01/1212479.10 S-13 Puget- Amended and Restated Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Collateral Agency Agreement 07771-0276/LEGAL16959722.4 5/4/10Agent or any Authorized Representative to enforce this Agreement. actions:
(e) Section 2.04(b) shall not prohibit a Secured Party from taking the following actions:following
(i) in any Insolvency or Liquidation Proceeding commenced by or against the Borrower or any other Loan Party, each Secured Party may file a claim or statement of interest with respect to its Series of Secured Obligations, as applicable; ;
(ii) each Authorized Representative may take and may direct the Collateral Agent to take any action (not adverse to the Liens of the Collateral Agent securing the Secured Parties) in order to preserve or protect its interest in and Liens created by the Security Documents on the Collateral; ;
(iii) the Secured Parties shall be entitled to file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any Person objecting to or otherwise seeking the disallowance of their claims, including any claims secured by the Collateral, if any; ;
(iv) in any Insolvency or Liquidation Proceeding, the Secured Parties shall be entitled to file any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of the Loan Parties arising under either Debtor Relief Laws or applicable non- bankruptcy law, in each case not in contravention of the terms of this Agreement; ;
(v) in any Insolvency or Liquidation Proceeding, the Secured Parties shall be entitled to vote on any plan of reorganization; and and
(vi) both before and during an Insolvency or Liquidation Proceeding, any Secured Party may take any actions and exercise any and all rights that would be available to a holder of unsecured claims, including, without limitation, the commencement of an Insolvency or Liquidation Proceeding against any Loan Party in accordance with applicable Law and the termination of any agreement by the holder of any such obligation in accordance with the terms thereof.
(f) The Collateral Agent agrees to follow the instructions received from an Authorized Representative pursuant to Section 2.04(e)(ii); provided, however, that the Collateral Agent shall not follow such instructions to the extent that they are expressly inconsistent with instructions received from the Controlling Authorized Representative pursuant to Section 4.03 after receipt of a Default Notice that has not been withdrawn. The Collateral Agent agrees to provide to each Authorized Representative a copy of each instruction that it receives pursuant to Section 2.04(e)(ii).
(g) The Collateral Agent agrees to provide to each Authorized Representative a copy of each notice, letter or direction that it provides to or receives from a Loan Party or another Authorized Representative pursuant to this Agreement.
Appears in 1 contract
Collateral Matters; Actions with Respect to Collateral; Prohibition on Contesting Liens. The Secured Parties irrevocably agree that:
(a) Upon request by the Collateral Agent at any time, the Secured Parties will confirm in writing the Collateral Agent's authority to release its interest in particular types or items of property pursuant to this Section 2.04. In each case as specified in this Section 2.04, the Collateral Agent will (and each Secured Party irrevocably authorizes the Collateral Agent to), at the Borrower's expense, execute and deliver to the Borrower or any Loan Party, as applicable, such documents as such Person may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Documents, in accordance with the terms of this Agreement or any other Credit Document.
(b) With respect to any Collateral, (i) only the Collateral Agent shall be authorized to release Liens and exercise rights and remedies set forth in Security Documents with respect to any Collateral and in accordance with Section 2.07, (ii) the Collateral Agent shall not follow any instructions (other than instructions pursuant to Section 2.04(e)(ii)) with respect to such Collateral from any Authorized Representative or any Secured Party (other than the Controlling Authorized Representative and the Required Voting Parties) and (iii) no Authorized Representative who is not the Controlling Authorized Representative or other Secured Party shall or shall instruct the Collateral Agent to, commence any judicial or nonjudicial foreclosure proceedings with respect to, seek to have a trustee, receiver, liquidator or similar official appointed for or over, attempt any action to take possession of, exercise any right, remedy or power with respect to, or otherwise take any action to enforce its security interest in or realize upon, or take any other action available to it in respect of, any Collateral, whether under any Security Document, applicable Law or otherwise, it being agreed that only the Collateral Agent, acting on the instructions of the Controlling Authorized Representative or the Required Voting Parties and in accordance with the applicable Security Documents, shall be entitled to take any such actions or exercise any such remedies with respect to Collateral. No Authorized Representative or Secured Party (other than the Controlling Authorized Representative or Required Voting Parties) will contest, protest or object to any foreclosure proceeding or action brought by the Collateral Agent in accordance with the terms of this Agreement or any other exercise by the Collateral Agent of any rights and remedies relating to the Collateral, or to cause the Collateral Agent to bring any foreclosure proceedings or action or exercise any rights or remedies relating to the Collateral except as permitted by Section 2.04(e)(ii).
(c) Each Authorized Representative and each other Secured Party agrees that it will not accept any Lien on any Collateral for the benefit of any Secured Obligations other than Liens created in favor of the Collateral Agent pursuant to a Security Document, and by executing this Agreement (or a Joinder Agreement) and by accepting the benefits of this Agreement and of each Security Document, each Authorized Representative and each Secured Party for which it is acting hereunder agree to be bound by the provisions of this Agreement and the Security Documents applicable to it.
(d) Each of the Secured Parties agrees that it will not (and hereby waives any right to) contest or support any other Person in contesting, in any proceeding (including any Insolvency or Liquidation Proceeding), the perfection, priority, validity or enforceability of a Lien held by the Collateral Agent on behalf of any of the Secured Parties in all or any part of the Collateral, or the provisions of this NYDOCS01/1212479.10 S-13 Puget- Amended and Restated Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Collateral Agency Agreement 07771-0276/LEGAL16959722.4 5/4/10Agent or any Authorized Representative to enforce this Agreement.
(e) Section 2.04(b) shall not prohibit a Secured Party from taking the following actions:
(i) in any Insolvency or Liquidation Proceeding commenced by or against the Borrower or any other Loan Party, each Secured Party may file a claim or statement of interest with respect to its Series of Secured Obligations, as applicable; ;
(ii) each Authorized Representative may take and may direct the Collateral Agent to take any action (not adverse to the Liens of the Collateral Agent securing the Secured Parties) in order to preserve or protect its interest in and Liens created by the Security Documents on the Collateral; ;
(iii) the Secured Parties shall be entitled to file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any Person objecting to or otherwise seeking the disallowance of their claims, including any claims secured by the Collateral, if any; ;
(iv) in any Insolvency or Liquidation Proceeding, the Secured Parties shall be entitled to file any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of the Loan Parties arising under either Debtor Relief Laws or applicable non- non-bankruptcy law, in each case not in contravention of the terms of this Agreement; ;
(v) in any Insolvency or Liquidation Proceeding, the Secured Parties shall be entitled to vote on any plan of reorganization; and and
(vi) both before and during an Insolvency or Liquidation Proceeding, any Secured Party may take any actions and exercise any and all rights that would be available to a holder of unsecured claims, including, without limitation, the commencement of an Insolvency or Liquidation Proceeding against any Loan Party in accordance with applicable Law and the termination of any agreement by the holder of any such obligation in accordance with the terms thereof.
(f) The Collateral Agent agrees to follow the instructions received from an Authorized Representative pursuant to Section 2.04(e)(ii); provided, however, that the Collateral Agent shall not follow such instructions to the extent that they are expressly inconsistent with instructions received from the Controlling Authorized Representative pursuant to Section 4.03 after receipt of a Default Notice that has not been withdrawn. The Collateral Agent agrees to provide to each Authorized Representative a copy of each instruction that it receives pursuant to Section 2.04(e)(ii).
(g) The Collateral Agent agrees to provide to each Authorized Representative a copy of each notice, letter or direction that it provides to or receives from a Loan Party or another Authorized Representative pursuant to this Agreement.
Appears in 1 contract
