Exercise of Powers. (i) The Administrative Agent, each Lender and each Secured Party further authorizes the Collateral Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Transaction Documents as are expressly delegated to the Collateral Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. In furtherance, and without limiting the generality of the foregoing, each Secured Party hereby appoints the Collateral Agent (acting at the direction of the Administrative Agent) as its agent to execute and deliver all further instruments and documents, and take all further action that the Administrative Agent deems necessary or desirable in order to perfect, protect or more fully evidence the security interests granted by the Borrower hereunder, or to enable any of them to exercise or enforce any of their respective rights hereunder, including, without limitation, the execution by the Collateral Agent as secured party/assignee of such financing or continuation statements, or amendments thereto or assignments thereof, relative to all or any of the Loan Assets now existing or hereafter arising, and such other instruments or notices, as may be necessary or appropriate for the purposes stated hereinabove. Nothing in this Section 9.02(b) shall be deemed to relieve the Borrower of its obligations to protect the interest of the Collateral Agent (for the benefit of the Secured Parties) in the Collateral, including to file financing and continuation statements in respect of the Collateral in accordance with Section 5.01(q) and (aa). In addition, the Collateral Agent may take any actions directed by the Administrative Agent from time to time. (ii) Except as expressly provided herein, the Collateral Agent shall not be under any duty or obligation to take any affirmative action to exercise or enforce any power, right or remedy available to it under this Agreement unless and until (and to the extent) expressly so directed by the Administrative Agent. The Collateral Agent shall not be liable for any action taken, suffered or omitted by it in accordance with the request or direction of any Secured Party, to the extent that this Agreement provides such Secured Party the right to so direct the Collateral Agent, or the Administrative Agent. The Collateral Agent shall not be deemed to have notice or knowledge of any matter hereunder, including an Event of Default, unless a Responsible Officer of the Collateral Agent has received written notice thereof hereunder. (iii) The Collateral Agent is authorized to enter into the Collection Account Agreement.
Appears in 3 contracts
Samples: Loan and Servicing Agreement (Star Mountain Lower Middle-Market Capital Corp), Loan and Servicing Agreement (Star Mountain Lower Middle-Market Capital Corp), Loan and Servicing Agreement (Star Mountain Lower Middle-Market Capital Corp)
Exercise of Powers. (a) The Administrative Agent shall have the authority to take any action of the type specified in this Agreement or any other Loan Document as being within the Administrative Agent’s rights, powers or discretion, as it determines in its sole discretion, except as provided in Subsection (b) below, and except as provided herein or in any other Loan Document, when such action expressly requires the direction or consent of (i) The the Required Lenders, or (ii) all of the Lenders, in either of which circumstances the Administrative Agent, each Lender and each Secured Party further authorizes the Collateral Agent to shall not take such action as agent absent such direction or consent. Any action or inaction pursuant to such direction or consent shall be binding on its behalf and to exercise such powers under all of the Lenders.
(b) Notwithstanding anything set forth in this Agreement to the contrary, the Administrative Agent shall not amend, modify, grant consents or waive any term or provision of this Agreement or any other Loan Document (and such amendment, modification, consent or waiver shall not be effective) without the consent or approval of the Required Lenders or all Lenders as applicable below in this paragraph, or declare an Event of Default, provide formal written notice of default to any Borrower or exercise any rights or remedies against any VSE Entity without the prior consent of the Required Lenders or all Lenders, as applicable below in this paragraph. For the avoidance of doubt, any waiver by the Administrative Agent of the Borrowers’ compliance with any Negative Covenant set forth in Article 7, or consent by the Administrative Agent to the Borrowers’ non-compliance with any such Negative Covenant, shall require the prior written consent of the Required Lenders. Each Lender agrees that its decision to consent to or reject any request by the Administrative Agent for permission to declare an Event of Default, provide formal notice thereof to any Borrower and/or exercise any rights or remedies arising by virtue of such default, shall be made as soon as reasonably practicable after the Lender has received all relevant information with respect to such request (to the extent such information shall be readily available), but in all events within ten (10) Business Days of the receipt of such information, at which time any Lender who shall have failed to respond to the Administrative Agent with its decision to consent to or reject the particular request prior to the expiration of such ten (10) Business Day period shall be deemed to have consented to the particular request; it being understood and agreed that, unless otherwise provided herein, the Administrative Agent shall exercise any and all rights and responsibilities on behalf of the Lenders in connection with an Event of Default. Additionally, only with the consent or approval of all of the Lenders, the Administrative Agent may (and the other Transaction Documents as are expressly delegated to following amendments may be effectuated) (a) extend the Collateral Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. In furtherance, and without limiting the generality final maturity of the foregoingLoan or any Note, each Secured Party hereby appoints reduce the Collateral Agent amount of, or extend the time of payment for, any installment of principal, interest or fees or other amounts payable to a Lender hereunder or under any other Loan Document or otherwise in connection with the Loan other than Mandatory Payments, or issue Letters of Credit (acting at i) having an expiration date beyond the direction Maturity Date, except as otherwise expressly provided in this Agreement, or (ii) causing the aggregate outstanding amount of all such Letters of Credit issued to exceed Twenty-Five Million and No/100 Dollars ($25,000,000.00), (b) increase the Percentage of the Administrative AgentCommitment Amount of any Lender or increase the Commitment Amount of any Lender, other than pursuant to Section 1.8 and/or Section 1.9 of this Agreement, (c) as its agent to execute and deliver release all further instruments and documentsor a substantial portion of the Collateral, and take all further action except in accordance with the provisions of any applicable Loan Document; provided that the Administrative Agent deems necessary or desirable in order to perfect, protect or more fully evidence may release the security interests granted by the Borrower hereunder, or to enable any of them to exercise or enforce any of their respective rights hereunder, including, without limitation, the execution by the Collateral Agent as secured party/assignee of such financing or continuation statements, or amendments thereto or assignments thereof, relative to all or any lien of the Loan Assets now existing or hereafter arising, and such other instruments or notices, as may be necessary or appropriate for the purposes stated hereinabove. Nothing in this Section 9.02(b) shall be deemed to relieve the Borrower of its obligations to protect the interest of the Collateral Administrative Agent (for the benefit of the Secured PartiesLenders in any Collateral to the extent sold by any Borrower in a transaction permitted by this Agreement, (d) in amend the Collateraldefinition of “Required Lenders”, including (e) consent to file financing and continuation statements in respect the release of any Borrower from, or the Collateral assignment or transfer by any Borrower of, any of its rights or obligations hereunder, except in accordance with the provisions of any applicable Loan Document, (f) amend, modify or waive any of the provisions set forth in this Section 5.01(q10.3 or any other provision of this Agreement specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, (g) and (aa). In addition, change the Collateral Agent may take any actions directed manner of application by the Administrative Agent from time of payments made under the Loan Documents or otherwise change any provision governing pro rata payments among Lenders, (h) change the method of calculation used in connection with the computation of interest, commissions or fees (which are payable for the ratable benefit of each Lender), (i) amend, modify or waive any condition precedent set forth in Article 4 of this Agreement or (j) subordinate the lien on all or a substantial portion of the Collateral granted in favor of the Administrative Agent for the benefit of the Lender, or subordinate the right of payment of the Obligations to time.
any other Indebtedness (iiexcept pursuant to a transaction in which participation in such other Indebtedness for borrowed money is offered to the Lenders on a pro rata basis or in connection with a “debtor in possession” financing, on the same terms (including fees) Except as are offered to all other providers of such financing). Each Lender agrees that its decision to approve or reject any request for an amendment or waiver with respect to this Agreement shall be made, except as otherwise expressly provided herein, as soon as reasonably practicable after the Collateral Agent Lender has received all relevant information with respect to such request. For the avoidance of doubt, a wholly-owned Affiliate that is a Borrower which becomes a non-wholly owned Affiliate shall not be under any duty or obligation to take any affirmative action to exercise or enforce any power, right or remedy available to it under this Agreement unless and until released from their obligations as a Borrower hereunder without the consent of the Lenders (and to the extent) expressly so directed by the Administrative Agent. The Collateral Agent shall not be liable for any action taken, suffered or omitted by it other than in accordance connection with the request or direction sale of any Secured Party, to the extent that this Agreement provides such Secured Party the right to so direct the Collateral Agent, or the Administrative Agent. The Collateral Agent shall not be deemed to have notice or knowledge of any matter hereunder, including an Event of Default, unless a Responsible Officer 100% of the Collateral Agent has received written notice thereof equity interests of such Affiliate pursuant to a transaction permitted hereunder).
(iii) The Collateral Agent is authorized to enter into the Collection Account Agreement.
Appears in 3 contracts
Samples: Business Loan and Security Agreement (Vse Corp), Business Loan and Security Agreement (Vse Corp), Business Loan and Security Agreement (Vse Corp)
Exercise of Powers. (a) The Administrative Agent shall have the authority to take any action of the type specified in this Agreement or any other Loan Document as being within the Administrative Agent’s rights, powers or discretion, as it determines in its sole discretion, except as provided in Subsection (b) below, and except as provided herein or in any other Loan Document, when such action expressly requires the direction or consent of (i) The the Required Lenders, or (ii) all of the Lenders, in either of which circumstances the Administrative Agent, each Lender and each Secured Party further authorizes the Collateral Agent to shall not take such action as agent absent such direction or consent. Any action or inaction pursuant to such direction or consent shall be binding on its behalf and to exercise such powers under all of the Lenders.
(b) Notwithstanding anything set forth in this Agreement to the contrary, the Administrative Agent shall not amend, modify, grant consents or waive any term or provision of this Agreement or any other Loan Document (and such amendment, modification, consent or waiver shall not be effective) without the consent or approval of the Required Lenders or all Lenders as applicable below in this paragraph, or declare an Event of Default, provide formal written notice of default to any Borrower or exercise any rights or remedies against any VSE Entity without the prior consent of the Required Lenders or all Lenders, as applicable below in this paragraph. For the avoidance of doubt, any waiver by the Administrative Agent of the Borrowers’ compliance with any Negative Covenant set forth in Article 7, or consent by the Administrative Agent to the Borrowers’ non-compliance with any such Negative Covenant, shall require the prior written consent of the Required Lenders. Each Lender agrees that its decision to consent to or reject any request by the Administrative Agent for permission to declare an Event of Default, provide formal notice thereof to any Borrower and/or exercise any rights or remedies arising by virtue of such default, shall be made as soon as reasonably practicable after the Lender has received all relevant information with respect to such request (to the extent such information shall be readily available), but in all events within ten (10) Business Days of the receipt of such information, at which time any Lender who shall have failed to respond to the Administrative Agent with its decision to consent to or reject the particular request prior to the expiration of such ten (10) Business Day period shall be deemed to have consented to the particular request; it being understood and agreed that, unless otherwise provided herein, the Administrative Agent shall exercise any and all rights and responsibilities on behalf of the Lenders in connection with an Event of Default. Additionally, only with the consent or approval of all of the Lenders, the Administrative Agent may (and the other Transaction Documents as are expressly delegated to following amendments may be effectuated) (a) extend the Collateral Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. In furtherance, and without limiting the generality final maturity of the foregoingLoan or any Note, each Secured Party hereby appoints reduce the Collateral Agent amount of, or extend the time of payment for, any installment of principal, interest or fees or other amounts payable to a Lender hereunder or under any other Loan Document or otherwise in connection with the Loan other than Mandatory Payments, or issue Letters of Credit (acting at i) having an expiration date beyond the direction Maturity Date, except as otherwise expressly provided in this Agreement, or (ii) causing the aggregate outstanding amount of all such Letters of Credit issued to exceed Twenty-Five Million and No/100 Dollars ($25,000,000.00), (b) increase the Percentage of the Administrative AgentCommitment Amount of any Lender or increase the Commitment Amount of any Lender, other than pursuant to Section 1.8 and/or Section 1.9 of this Agreement, (c) as its agent to execute and deliver release (or subordinate the Lien on) all further instruments and documentsor a substantial portion of the Collateral, and take all further action except in accordance with the provisions of any applicable Loan Document; provided that the Administrative Agent deems necessary or desirable in order to perfect, protect or more fully evidence may release the security interests granted by the Borrower hereunder, or to enable any of them to exercise or enforce any of their respective rights hereunder, including, without limitation, the execution by the Collateral Agent as secured party/assignee of such financing or continuation statements, or amendments thereto or assignments thereof, relative to all or any lien of the Loan Assets now existing or hereafter arising, and such other instruments or notices, as may be necessary or appropriate for the purposes stated hereinabove. Nothing in this Section 9.02(b) shall be deemed to relieve the Borrower of its obligations to protect the interest of the Collateral Administrative Agent (for the benefit of the Secured PartiesLenders in any Collateral to the extent sold by any Borrower in a transaction permitted by this Agreement, (d) in amend the Collateraldefinition of “Required Lenders”, including (e) consent to file financing and continuation statements in respect the release of any Borrower from, or the Collateral assignment or transfer by any Borrower of, any of its rights or obligations hereunder, except in accordance with the provisions of any applicable Loan Document, (f) amend, modify or waive any of the provisions set forth in this Section 5.01(q10.3 or any other provision of this Agreement specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, (g) and (aa). In addition, change the Collateral Agent may take any actions directed manner of application by the Administrative Agent from time of payments made under the Loan Documents or otherwise change any provision governing pro rata payments among Lenders, (h) change the method of calculation used in connection with the computation of interest, commissions or fees (which are payable for the ratable benefit of each Lender), or (i) amend, modify or waive any condition precedent set forth in Article 4 of this Agreement. Each Lender agrees that its decision to time.
(ii) Except approve or reject any request for an amendment or waiver with respect to this Agreement shall be made, except as otherwise expressly provided herein, as soon as reasonably practicable after the Collateral Agent shall not be under any duty or obligation to take any affirmative action to exercise or enforce any power, right or remedy available to it under this Agreement unless and until (and to the extent) expressly so directed by the Administrative Agent. The Collateral Agent shall not be liable for any action taken, suffered or omitted by it in accordance with the request or direction of any Secured Party, to the extent that this Agreement provides such Secured Party the right to so direct the Collateral Agent, or the Administrative Agent. The Collateral Agent shall not be deemed to have notice or knowledge of any matter hereunder, including an Event of Default, unless a Responsible Officer of the Collateral Agent Lender has received written notice thereof hereunderall relevant information with respect to such request.
(iii) The Collateral Agent is authorized to enter into the Collection Account Agreement.
Appears in 2 contracts
Samples: Business Loan and Security Agreement (Vse Corp), Business Loan and Security Agreement (Vse Corp)
Exercise of Powers. (a) The Agent shall have the authority to take any action of the type specified in this Agreement or any other Loan Document as being within the Agent’s rights, powers or discretion, as it determines in its sole discretion, except as provided in subsection (b) below, and except as provided herein or in any other Loan Document, when such action expressly requires the direction or consent of (i) The Administrative Agentthe Required Lenders; or (ii) all of the Lenders, each Lender and each Secured Party further authorizes in either of which circumstances the Collateral Agent to shall not take such action as agent absent such direction or consent. Any action or inaction pursuant to such direction or consent shall be binding on its behalf and to exercise such powers under this Agreement and the other Transaction Documents as are expressly delegated to the Collateral Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. In furtherance, and without limiting the generality all of the foregoing, each Secured Party hereby appoints the Collateral Agent (acting at the direction of the Administrative Agent) as its agent to execute and deliver all further instruments and documents, and take all further action that the Administrative Agent deems necessary or desirable in order to perfect, protect or more fully evidence the security interests granted by the Borrower hereunder, or to enable any of them to exercise or enforce any of their respective rights hereunder, including, without limitation, the execution by the Collateral Agent as secured party/assignee of such financing or continuation statements, or amendments thereto or assignments thereof, relative to all or any of the Loan Assets now existing or hereafter arising, and such other instruments or notices, as may be necessary or appropriate for the purposes stated hereinabove. Nothing in this Section 9.02(b) shall be deemed to relieve the Borrower of its obligations to protect the interest of the Collateral Agent (for the benefit of the Secured Parties) in the Collateral, including to file financing and continuation statements in respect of the Collateral in accordance with Section 5.01(q) and (aa). In addition, the Collateral Agent may take any actions directed by the Administrative Agent from time to timeLenders.
(iib) Except as expressly provided herein, the Collateral The Agent shall not be under in any duty material respect amend, modify, grant consents or obligation to take waive any affirmative action to exercise term or enforce any power, right or remedy available to it under provision of this Agreement unless and until (and to or any other Loan Document without the extent) expressly so directed by consent or approval of the Administrative Agent. The Collateral Agent shall not be liable for any action taken, suffered or omitted by it in accordance with the request or direction of any Secured Party, to the extent that this Agreement provides such Secured Party the right to so direct the Collateral AgentRequired Lenders, or the Administrative Agent. The Collateral Agent shall not be deemed to have notice or knowledge of any matter hereunder, including declare an Event of Default, unless a Responsible Officer provide formal written notice of default to any Borrower or exercise any rights or remedies against any Borrower without the prior consent of the Collateral Required Lenders. Each Lender agrees that its decision to consent to or reject any request by the Agent for permission to declare an Event of Default, provide formal notice thereof to any Borrower and/or exercise any rights or remedies arising by virtue of such default, shall be made as soon as reasonably practicable after the Lender has received written notice thereof all relevant information with respect to such request (to the extent such information shall be readily available), but in all events within five (5) Business Days of the receipt of such information; it being understood and agreed that, unless otherwise provided herein, the Agent shall exercise any and all rights and responsibilities on behalf of the Lenders in connection with an Event of Default. Additionally, only with the consent or approval of all of the Lenders, the Agent may (a) extend the final maturity of the Loan or any Note, reduce the interest rate payable on or extend the time of payment for any installment of principal, interest or fees payable in connection with the Loan, or issue Letters of Credit (i) having an expiration date beyond the Maturity Date, except as otherwise expressly provided in this Agreement, or (ii) causing the aggregate outstanding amount of all such Letters of Credit issued to exceed Five Million and No/100 Dollars ($5,000,000); (b) change the Percentage of the Commitment Amount of any Lender, (c) release all or a substantial portion of the Collateral, except in accordance with the provisions of any applicable Loan Document, (d) amend the definition of the Required Lenders or expand the definitions of Eligible Billed Government Accounts Receivable, Eligible Billed Commercial Accounts Receivable and/or Eligible Foreign Accounts Receivable, (e) consent to the assignment or transfer by any Borrower of any of its rights or obligations hereunder, (f) amend, modify or waive any of the provisions set forth in this Section 10.3, (g) change the manner of application by the Agent of payments made under the Loan Documents, or (h) change the method of calculation used in connection with the computation of interest, commissions or fees. Each Lender agrees that its decision to approve or reject any request for an amendment or waiver with respect to this Agreement shall be made as soon as reasonably practicable after the Lender has received all relevant information with respect to such request.
(iii) The Collateral Agent is authorized to enter into the Collection Account Agreement.
Appears in 2 contracts
Samples: Business Loan and Security Agreement (ICF International, Inc.), Business Loan and Security Agreement (ICF International, Inc.)
Exercise of Powers. 30.1 Where the parties to this Agreement (iother than the Company) The Administrative Agent, each Lender and each Secured Party further authorizes the Collateral Agent to take such action as agent on its behalf and to exercise such powers are required under this Agreement and the other Transaction Documents or agree to procure a particular matter or thing insofar as are expressly delegated it is in then-power to the Collateral Agent by the terms hereof and thereofdo so, together with such powers as are reasonably incidental thereto. In furtherance, and without limiting the generality of the foregoing, each Secured Party hereby appoints the Collateral Agent (acting at the direction of the Administrative Agent) as its agent to execute and deliver all further instruments and documents, and take all further action that the Administrative Agent deems necessary or desirable in order to perfect, protect or more fully evidence the security interests granted by the Borrower hereunder, or to enable any of them to exercise or enforce any of their respective rights hereunder, including, without limitation, the execution by the Collateral Agent as secured party/assignee of such financing or continuation statements, or amendments thereto or assignments thereof, relative to all or any of the Loan Assets now existing or hereafter arising, and such other instruments or notices, as may be necessary or appropriate for the purposes stated hereinabove. Nothing in this Section 9.02(b) obligation shall be deemed to relieve be the Borrower obligation to exercise their powers both as shareholders and as Directors (where applicable) of the Company and as applicable as persons entitled to appoint a Director or Directors to the Company pursuant to the provisions of Clause 9 to procure such matter or thing.
30.2 In order to discharge their obligations under Clause 30.1 each of the said parties to this Agreement shall (without prejudice to the general nature of its obligations under Clause 30.1) join with the other said parties to protect the interest convene meetings, propose resolutions and vote for resolutions and procure that any Director appointed by it (whether alone or jointly with any other person) (where applicable) shall exercise its votes as a Director to procure such matter or thing referred to in Clause 30.1.
30.3 Each of the Collateral Agent Initial Shareholders shall take all actions necessary (for including convening meetings, proposing resolutions and exercising voting rights) insofar as it is in his power so to do and in so far as is permitted by law to ensure that the benefit of the Secured Parties) obligations in the Collateral, including to file financing and continuation statements in respect of the Collateral in accordance with Section 5.01(q) and (aa). In addition, the Collateral Agent may take any actions directed by the Administrative Agent from time to time.
(ii) Except as expressly provided herein, the Collateral Agent shall not be under any duty or obligation to take any affirmative action to exercise or enforce any power, right or remedy available to it other commitments under this Agreement unless are observed and until performed by the Company and the Board and each member of the Group and for the avoidance of doubt the foregoing obligation shall not require any Initial Shareholder to pay any money (other than reasonable costs arid expenses and in the case of any Initial Shareholder who is entitled to appoint a director to the extentBoard any money as shall be required in order to ensure that such Director takes all necessary steps to ensure compliance with this Agreement or in the event of his failing to do so any money as shall be required to remove such Director) expressly so directed in order to ensure that such obligations and commitments are observed by the Administrative AgentCompany and the Board. The Collateral Agent shall not be liable for any action taken, suffered or omitted by it in accordance with the request or direction of any Secured Party, If and to the extent that any provision of this Agreement provides shall purport unlawfully to xxxxxx the Company’s statutory powers the parties to this Agreement (other than the Company) agree that the same shall be read and construed as though the Company were not referred to in such Secured Party provision, but such provision shall continue to the right full extent possible to be binding upon the parties other than the Company.
30.4 For the avoidance of doubt, where an Initial Shareholder has complied with the foregoing provisions of this Clause 30 and is unable by doing so direct to procure the Collateral Agenttaking (or as the xxxx.xx be the forbearance from taking) any action or step, or the Administrative Agent. The Collateral Agent he shall not be deemed incur any liability to have notice or knowledge of any matter hereunderparty, including an Event of Defaultthe liability to pay monies to any party, unless a Responsible Officer of save to the Collateral Agent has received written notice thereof hereunderextent envisaged by Clause 30.3.
(iii) The Collateral Agent is authorized to enter into the Collection Account Agreement.
Appears in 2 contracts
Samples: Subscription and Shareholders’ Agreement (Globoforce LTD), Subscription and Shareholders’ Agreement (Globoforce LTD)
Exercise of Powers. (a) The Administrative Agent shall have the authority to take any action of the type specified in this Agreement or any other Loan Document as being within the Administrative Agent’s rights, powers or discretion, as it determines in its sole discretion, except as provided in subsection (b) below, and except as provided herein or in any other Loan Document, when such action expressly requires the direction or consent of (i) The the Required Lenders, or (ii) all of the Lenders, in either of which circumstances the Administrative Agent, each Lender and each Secured Party further authorizes the Collateral Agent to shall not take such action as agent absent such direction or consent. Any action or inaction pursuant to such direction or consent shall be binding on its behalf and to exercise such powers under this Agreement and the other Transaction Documents as are expressly delegated to the Collateral Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. In furtherance, and without limiting the generality all of the foregoing, each Secured Party hereby appoints the Collateral Agent (acting at the direction of the Administrative Agent) as its agent to execute and deliver all further instruments and documents, and take all further action that the Administrative Agent deems necessary or desirable in order to perfect, protect or more fully evidence the security interests granted by the Borrower hereunder, or to enable any of them to exercise or enforce any of their respective rights hereunder, including, without limitation, the execution by the Collateral Agent as secured party/assignee of such financing or continuation statements, or amendments thereto or assignments thereof, relative to all or any of the Loan Assets now existing or hereafter arising, and such other instruments or notices, as may be necessary or appropriate for the purposes stated hereinabove. Nothing in this Section 9.02(b) shall be deemed to relieve the Borrower of its obligations to protect the interest of the Collateral Agent (for the benefit of the Secured Parties) in the Collateral, including to file financing and continuation statements in respect of the Collateral in accordance with Section 5.01(q) and (aa). In addition, the Collateral Agent may take any actions directed by the Administrative Agent from time to timeLenders.
(iib) Except as expressly provided herein, the Collateral The Administrative Agent shall not be under amend, modify, grant consents or waive any duty term or obligation to take any affirmative action to exercise or enforce any power, right or remedy available to it under provision of this Agreement unless and until (and to or any other Loan Document without the extent) expressly so directed by consent or approval of the Administrative Agent. The Collateral Agent shall not be liable for any action taken, suffered or omitted by it in accordance with the request or direction of any Secured Party, to the extent that this Agreement provides such Secured Party the right to so direct the Collateral AgentRequired Lenders, or the Administrative Agent. The Collateral Agent shall not be deemed to have notice or knowledge of any matter hereunder, including declare an Event of Default, unless a Responsible Officer provide formal written notice of default to any Borrower or exercise any rights or remedies against any Borrower without the prior consent of the Collateral Required Lenders. Each Lender agrees that its decision to consent to or reject any request by the Administrative Agent for permission to declare an Event of Default, provide formal notice thereof to any Borrower and/or exercise any rights or remedies arising by virtue of such default, shall be made as soon as reasonably practicable after the Lender has received written notice thereof hereunder.
all relevant information with respect to such request (to the extent such information shall be readily available), but in all events within ten (10) Business Days of the receipt of such information at which time any Lender who shall have failed to respond to the Administrative Agent with its decision to consent to or reject the particular request prior to the expiration of such ten (10) Business Day period shall be deemed to have consented to the particular request; it being understood and agreed that, unless otherwise provided herein, the Administrative Agent shall exercise any and all rights and responsibilities on behalf of the Lenders in connection with an Event of Default. Additionally, only with the consent or approval of all of the Lenders, the Administrative Agent may (i) extend the final maturity of the Loan or any Note, reduce the interest rate or Revolving Facility Commitment Fee payable on or extend the time of payment for any installment of principal, interest or fees payable in connection with the Loan, or issue Letters of Credit causing the aggregate outstanding amount of all such Letters of Credit issued to exceed Twenty Million and No/100 Dollars ($20,000,000.00), (ii) increase the Percentage of the Commitment Amount of any Lender or increase the Commitment Amount of any Lender, other than pursuant to Section 1.8 of this Agreement, (iii) The Collateral release all or a substantial portion of the Collateral, except in accordance with the provisions of this Agreement and any applicable Loan Document, (iv) amend the “Required Lenders” definition, (v) consent to the release of any Borrower from, or the assignment or transfer by any Borrower of any of its rights or obligations hereunder, except in accordance with the provisions of this Agreement and any applicable Loan Document, (vi) amend, modify or waive any of the provisions set forth in this Section 10.3, (vii) change the manner of application by the Administrative Agent is authorized of payments made under the Loan Documents, (viii) change the method of calculation used in connection with the computation of interest, commissions or fees (which are payable for the ratable benefit of each Lender), or (ix) amend, modify or waive any condition precedent set forth in Article 4. Each Lender agrees that its decision to enter into approve or reject any request for an amendment or waiver with respect to this Agreement shall be made in good faith and as soon as reasonably practicable after the Collection Account AgreementLender has received all relevant information with respect to such request.
Appears in 1 contract
Samples: Business Loan and Security Agreement (ICF International, Inc.)
Exercise of Powers. (a) The Administrative Agent shall have the authority to take any action of the type specified in this Agreement or any other Loan Document as being within the Administrative Agent’s rights, powers or discretion, as it determines in its sole discretion, except as provided in Subsection (b) below, and except as provided herein or in any other Loan Document, when such action expressly requires the direction or consent of (i) The the Required Lenders, or (ii) all of the Lenders, in either of which circumstances the Administrative Agent, each Lender and each Secured Party further authorizes the Collateral Agent to shall not take such action as agent absent such direction or consent. Any action or inaction pursuant to such direction or consent shall be binding on its behalf and to exercise such powers under all of the Lenders.
(b) Notwithstanding anything set forth in this Agreement and the other Transaction Documents as are expressly delegated to the Collateral Agent by the terms hereof and thereofcontrary, together with such powers as are reasonably incidental thereto. In furtherance, and without limiting the generality of the foregoing, each Secured Party hereby appoints the Collateral Agent (acting at the direction of the Administrative Agent) as its agent to execute and deliver all further instruments and documents, and take all further action that the Administrative Agent deems necessary shall not amend, modify, grant consents or desirable in order to perfect, protect waive any term or more fully evidence provision of this Agreement or any other Loan Document without the security interests granted by consent or approval of the Borrower hereunderRequired Lenders, or to enable any of them to exercise or enforce any of their respective rights hereunder, including, without limitation, the execution by the Collateral Agent as secured party/assignee of such financing or continuation statements, or amendments thereto or assignments thereof, relative to all or any of the Loan Assets now existing or hereafter arising, and such other instruments or notices, as may be necessary or appropriate for the purposes stated hereinabove. Nothing in this Section 9.02(b) shall be deemed to relieve the Borrower of its obligations to protect the interest of the Collateral Agent (for the benefit of the Secured Parties) in the Collateral, including to file financing and continuation statements in respect of the Collateral in accordance with Section 5.01(q) and (aa). In addition, the Collateral Agent may take any actions directed by the Administrative Agent from time to time.
(ii) Except as expressly provided herein, the Collateral Agent shall not be under any duty or obligation to take any affirmative action to exercise or enforce any power, right or remedy available to it under this Agreement unless and until (and to the extent) expressly so directed by the Administrative Agent. The Collateral Agent shall not be liable for any action taken, suffered or omitted by it in accordance with the request or direction of any Secured Party, to the extent that this Agreement provides such Secured Party the right to so direct the Collateral Agent, or the Administrative Agent. The Collateral Agent shall not be deemed to have notice or knowledge of any matter hereunder, including declare an Event of Default, unless a Responsible Officer provide formal written notice of default to any Borrower or exercise any rights or remedies against any VSE Entity without the prior consent of the Collateral Required Lenders or all Lenders, as applicable. Each Lender agrees that its decision to consent to or reject any request by the Administrative Agent for permission to declare an Event of Default, provide formal notice thereof to any Borrower and/or exercise any rights or remedies arising by virtue of such default, shall be made as soon as reasonably practicable after the Lender has received written notice thereof all relevant information with respect to such request (to the extent such information shall be readily available), but in all events within ten (10) Business Days of the receipt of such information, at which time any Lender who shall have failed to respond to the Administrative Agent with its decision to consent to or reject the particular request prior to the expiration of such ten (10) Business Day period shall be deemed to have consented to the particular request; it being understood and agreed that, unless otherwise provided herein, the Administrative Agent shall exercise any and all rights and responsibilities on behalf of the Lenders in connection with an Event of Default. Additionally, only with the consent or approval of all of the Lenders, the Administrative Agent may (a) extend the final maturity of the Loan or any Note, reduce the interest rate or Revolving Facility Commitment Fee payable on or extend the time of payment for any installment of principal, interest or fees payable in connection with the Loan other than Mandatory Payments, or issue Letters of Credit (i) having an expiration date beyond the Maturity Date, except as otherwise expressly provided in this Agreement, or (ii) causing the aggregate outstanding amount of all such Letters of Credit issued to exceed Twenty Million and No/100 Dollars ($20,000,000.00), (b) increase the Percentage of the Commitment Amount of any Lender or increase the Commitment Amount of any Lender, other than pursuant to Section 1.8 and/or Section 1.9 of this Agreement, (c) release all or a substantial portion of the Collateral, except in accordance with the provisions of any applicable Loan Document, (d) amend the definition of “Required Lenders”, (e) consent to the release of any Borrower from, or the assignment or transfer by any Borrower of, any of its rights or obligations hereunder, except in accordance with the provisions of any applicable Loan Document, (f) amend, modify or waive any of the provisions set forth in this Section 10.3 or any other provision of this Agreement specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, (g) change the manner of application by the Administrative Agent of payments made under the Loan Documents, (h) change the method of calculation used in connection with the computation of interest, commissions or fees (which are payable for the ratable benefit of each Lender), or (i) amend, modify or waive any condition precedent set forth in Article 4 of this Agreement. Each Lender agrees that its decision to approve or reject any request for an amendment or waiver with respect to this Agreement shall be made, except as otherwise expressly provided herein, as soon as reasonably practicable after the Lender has received all relevant information with respect to such request.
(iii) The Collateral Agent is authorized to enter into the Collection Account Agreement.
Appears in 1 contract
Exercise of Powers. (a) The Administrative Agent shall have the authority to take any action of the type specified in this Agreement or any other Loan Document as being within the Administrative Agent’s rights, powers or discretion, as it determines in its sole discretion, except as provided in subsection (b) below, and except as provided herein or in any other Loan Document, when such action expressly requires the direction or consent of (i) The the Required Lenders, or (ii) all of the Lenders, in either of which circumstances the Administrative Agent, each Lender and each Secured Party further authorizes the Collateral Agent to shall not take such action as agent absent such direction or consent. Any action or inaction pursuant to such direction or consent shall be binding on its behalf and to exercise such powers under this Agreement and the other Transaction Documents as are expressly delegated to the Collateral Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. In furtherance, and without limiting the generality all of the foregoing, each Secured Party hereby appoints the Collateral Agent Lenders.
(acting at the direction of the Administrative Agentb) as its agent to execute and deliver all further instruments and documents, and take all further action that the The Administrative Agent deems necessary or desirable shall not in order to perfect, protect or more fully evidence the security interests granted by the Borrower hereunder, or to enable any of them to exercise or enforce any of their respective rights hereunder, including, without limitation, the execution by the Collateral Agent material respect (as secured party/assignee of such financing or continuation statements, or amendments thereto or assignments thereof, relative to all or any of the Loan Assets now existing or hereafter arising, and such other instruments or notices, as may be necessary or appropriate for the purposes stated hereinabove. Nothing in this Section 9.02(b) shall be deemed to relieve the Borrower of its obligations to protect the interest of the Collateral Agent (for the benefit of the Secured Parties) in the Collateral, including to file financing and continuation statements in respect of the Collateral in accordance with Section 5.01(q) and (aa). In addition, the Collateral Agent may take any actions directed determined by the Administrative Agent from time to time.
(iiin its reasonable, good faith discretion) Except as expressly provided hereinamend, the Collateral Agent shall not be under modify, grant consents or waive any duty term or obligation to take any affirmative action to exercise or enforce any power, right or remedy available to it under provision of this Agreement unless and until (and to or any other Loan Document without the extent) expressly so directed by consent or approval of the Administrative Agent. The Collateral Agent shall not be liable for any action taken, suffered or omitted by it in accordance with the request or direction of any Secured Party, to the extent that this Agreement provides such Secured Party the right to so direct the Collateral AgentRequired Lenders, or the Administrative Agent. The Collateral Agent shall not be deemed to have notice or knowledge of any matter hereunder, including declare an Event of Default, unless a Responsible Officer provide formal written notice of default to any Borrower or exercise any rights or remedies against any Borrower without the prior consent of the Collateral Required Lenders. Each Lender agrees that its decision to consent to or reject any request by the Administrative Agent for permission to declare an Event of Default, provide formal notice thereof to any Borrower and/or exercise any rights or remedies arising by virtue of such default, shall be made as soon as reasonably practicable after the Lender has received written notice thereof all relevant information with respect to such request (to the extent such information shall be readily available), but in all events within five (5) Business Days of the receipt of such information; it being understood and agreed that, unless otherwise provided herein, the Administrative Agent shall exercise any and all rights and responsibilities on behalf of the Lenders in connection with an Event of Default. Additionally, only with the consent or approval of all of the Lenders, the Administrative Agent may (a) extend the final maturity of the Loan or any Note, reduce the interest rate or Revolving Facility Commitment Fee payable on or extend the time of payment for any installment of principal, interest or fees payable in connection with the Loan, or issue Letters of Credit (i) having an expiration date beyond the Maturity Date, except as otherwise expressly provided in this Agreement, or (ii) causing the aggregate outstanding amount of all such Letters of Credit issued to exceed Five Million and No/100 Dollars ($5,000,000.00), (b) increase the Percentage of the Commitment Amount of any Lender or increase the Commitment Amount of any Lender, other than pursuant to Section 1.8 of this Agreement, (c) release all or a substantial portion of the Collateral, except in accordance with the provisions of any applicable Loan Document, (d) amend the “Required Lenders” definition, (e) consent to the assignment or transfer by any Borrower of any of its rights or obligations hereunder, except in accordance with the provisions of any applicable Loan Document, (f) amend, modify or waive any of the provisions set forth in this Section 10.3, (g) change the manner of application by the Administrative Agent of payments made under the Loan Documents, or (h) change the method of calculation used in connection with the computation of interest, commissions or fees (which are payable for the ratable benefit of each Lender). Each Lender agrees that its decision to approve or reject any request for an amendment or waiver with respect to this Agreement shall be made in good faith and as soon as reasonably practicable after the Lender has received all relevant information with respect to such request.
(iii) The Collateral Agent is authorized to enter into the Collection Account Agreement.
Appears in 1 contract
Samples: Business Loan and Security Agreement (ICF International, Inc.)
Exercise of Powers. 30.1 Where the parties to this Agreement (iother than the Company) The Administrative Agent, each Lender and each Secured Party further authorizes the Collateral Agent to take such action as agent on its behalf and to exercise such powers are required under this Agreement and the other Transaction Documents or agree to procure a particular matter or thing insofar as are expressly delegated it is in then-power to the Collateral Agent by the terms hereof and thereofdo so, together with such powers as are reasonably incidental thereto. In furtherance, and without limiting the generality of the foregoing, each Secured Party hereby appoints the Collateral Agent (acting at the direction of the Administrative Agent) as its agent to execute and deliver all further instruments and documents, and take all further action that the Administrative Agent deems necessary or desirable in order to perfect, protect or more fully evidence the security interests granted by the Borrower hereunder, or to enable any of them to exercise or enforce any of their respective rights hereunder, including, without limitation, the execution by the Collateral Agent as secured party/assignee of such financing or continuation statements, or amendments thereto or assignments thereof, relative to all or any of the Loan Assets now existing or hereafter arising, and such other instruments or notices, as may be necessary or appropriate for the purposes stated hereinabove. Nothing in this Section 9.02(b) obligation shall be deemed to relieve be the Borrower obligation to exercise their powers both as shareholders and as Directors (where applicable) of the Company and as applicable as persons entitled to appoint a Director or Directors to the Company pursuant to the provisions of Clause 9 to procure such matter or thing.
30.2 In order to discharge their obligations under Clause 30.1 each of the said parties to this Agreement shall (without prejudice to the general nature of its obligations under Clause 30.1) join with the other said parties to protect the interest convene meetings, propose resolutions and vote for resolutions and procure that any Director appointed by it (whether alone or jointly with any other person) (where applicable) shall exercise its votes as a Director to procure such matter or thing referred to in Clause 30.1.
30.3 Each of the Collateral Agent Initial Shareholders shall take all actions necessary (for including convening meetings, proposing resolutions and exercising voting rights) insofar as it is in his power so to do and in so far as is permitted by law to ensure that the benefit of the Secured Parties) obligations in the Collateral, including to file financing and continuation statements in respect of the Collateral in accordance with Section 5.01(q) and (aa). In addition, the Collateral Agent may take any actions directed by the Administrative Agent from time to time.
(ii) Except as expressly provided herein, the Collateral Agent shall not be under any duty or obligation to take any affirmative action to exercise or enforce any power, right or remedy available to it other Execution commitments under this Agreement unless are observed and until performed by the Company and the Board and each member of the Group and for the avoidance of doubt the foregoing obligation shall not require any Initial Shareholder to pay any money (other than reasonable costs arid expenses and in the case of any Initial Shareholder who is entitled to appoint a director to the extentBoard any money as shall be required in order to ensure that such Director takes all necessary steps to ensure compliance with this Agreement or in the event of his failing to do so any money as shall be required to remove such Director) expressly so directed in order to ensure that such obligations and commitments are observed by the Administrative AgentCompany and the Board. The Collateral Agent shall not be liable for any action taken, suffered or omitted by it in accordance with the request or direction of any Secured Party, If and to the extent that any provision of this Agreement provides shall purport unlawfully to xxxxxx the Company’s statutory powers the parties to this Agreement (other than the Company) agree that the same shall be read and construed as though the Company were not referred to in such Secured Party provision, but such provision shall continue to the right full extent possible to be binding upon the parties other than the Company.
30.4 For the avoidance of doubt, where an Initial Shareholder has complied with the foregoing provisions of this Clause 30 and is unable by doing so direct to procure the Collateral Agenttaking (or as the xxxx.xx be the forbearance from taking) any action or step, or the Administrative Agent. The Collateral Agent he shall not be deemed incur any liability to have notice or knowledge of any matter hereunderparty, including an Event of Defaultthe liability to pay monies to any party, unless a Responsible Officer of save to the Collateral Agent has received written notice thereof hereunderextent envisaged by Clause 30.3.
(iii) The Collateral Agent is authorized to enter into the Collection Account Agreement.
Appears in 1 contract
Exercise of Powers. (a) The Agent shall have the authority to take any action of the type specified in this Agreement or any other Loan Document as being within the Agent's rights, powers or discretion, as it determines in its sole discretion, except as provided in subsection (b) below, and except as provided in any other Loan Document which expressly requires the direction or consent of (i) The Administrative Agentthe Required Lenders; or (ii) all of the Lenders, each Lender and each Secured Party further authorizes in either of which circumstances the Collateral Agent to shall not take such action as agent absent such direction or consent. Any action or inaction pursuant to such direction or consent shall be binding on its behalf and to exercise such powers under this Agreement and the other Transaction Documents as are expressly delegated to the Collateral Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. In furtherance, and without limiting the generality all of the foregoing, each Secured Party hereby appoints the Collateral Agent (acting at the direction of the Administrative Agent) as its agent to execute and deliver all further instruments and documents, and take all further action that the Administrative Agent deems necessary or desirable in order to perfect, protect or more fully evidence the security interests granted by the Borrower hereunder, or to enable any of them to exercise or enforce any of their respective rights hereunder, including, without limitation, the execution by the Collateral Agent as secured party/assignee of such financing or continuation statements, or amendments thereto or assignments thereof, relative to all or any of the Loan Assets now existing or hereafter arising, and such other instruments or notices, as may be necessary or appropriate for the purposes stated hereinabove. Nothing in this Section 9.02(b) shall be deemed to relieve the Borrower of its obligations to protect the interest of the Collateral Agent (for the benefit of the Secured Parties) in the Collateral, including to file financing and continuation statements in respect of the Collateral in accordance with Section 5.01(q) and (aa). In addition, the Collateral Agent may take any actions directed by the Administrative Agent from time to timeLenders.
(iib) Except as expressly provided herein, the Collateral The Agent shall not be under in any duty material respect amend, modify, grant consent or obligation to take waive any affirmative action to exercise term or enforce any power, right or remedy available to it under provision of this Agreement unless and until (and or any other Loan Document without the consent or approval of the Required Lenders. Each Lender agrees that its decision to the extent) expressly so directed consent to or reject any request by the Administrative Agent. The Collateral Agent shall not be liable for any action taken, suffered or omitted by it in accordance with the request or direction of any Secured Party, permission to the extent that this Agreement provides such Secured Party the right to so direct the Collateral Agent, or the Administrative Agent. The Collateral Agent shall not be deemed to have notice or knowledge of any matter hereunder, including declare an Event of Default, unless a Responsible Officer provide formal notice thereof to any Borrower and/or exercise any rights or remedies arising by virtue of such default, shall be made as soon as reasonably practicable after the Lender has received all relevant information with respect to such request, but in all events within five (5) Business Days of the Collateral receipt of such information; it being understood and agreed that, unless otherwise provided herein, the Agent shall exercise any and all rights and responsibilities on behalf of the Lenders in connection with an Event of Default. Additionally, only with the consent or approval of all of the Lenders, the Agent may (a) extend the final maturity of the Loan or any Note, reduce the interest rate payable on or extend the time of payment for any installment of principal, interest or fees payable in connection with the Loan; (b) amend the definition of the Required Lenders, (c) consent to the assignment or transfer by any Borrower of any of its rights or obligations hereunder, (d) amend, modify or waive any provisions of this Section 9.3, (e) change the manner of application by the Agent of payments made under the Loan Documents, or (f) change the method of calculation used in connection with the computation of interest, commissions or fees. Each Lender agrees that its decision to approve or reject any request for an amendment or waiver with respect to this Agreement shall be made as soon as reasonably practicable after the Lender has received written notice thereof hereunderall relevant information with respect to such request.
(iii) The Collateral Agent is authorized to enter into the Collection Account Agreement.
Appears in 1 contract
Samples: Senior Subordinated Note Purchase Agreement (Opinion Research Corp)
Exercise of Powers. (a) The Administrative Agent shall have the authority to take any action of the type specified in this Agreement or any other Loan Document as being within the Administrative Agent’s rights, powers or discretion, as it determines in its sole discretion, except as provided in Subsection (b) below, and except as provided herein or in any other Loan Document, when such action expressly requires the direction or consent of (i) The the Required Lenders, or (ii) all of the Lenders, in either of which circumstances the Administrative Agent, each Lender and each Secured Party further authorizes the Collateral Agent to shall not take such action as agent absent such direction or consent. Any action or inaction pursuant to such direction or consent shall be binding on its behalf and to exercise such powers under all of the Lenders.
(b) Notwithstanding anything set forth in this Agreement and the other Transaction Documents as are expressly delegated to the Collateral Agent by the terms hereof and thereofcontrary, together with such powers as are reasonably incidental thereto. In furtherance, and without limiting the generality of the foregoing, each Secured Party hereby appoints the Collateral Agent (acting at the direction of the Administrative Agent) as its agent to execute and deliver all further instruments and documents, and take all further action that the Administrative Agent deems necessary shall not amend, modify, grant consents or desirable in order to perfect, protect waive any term or more fully evidence provision of this Agreement or any other Loan Document without the security interests granted by consent or approval of the Borrower hereunderRequired Lenders, or to enable any of them to exercise or enforce any of their respective rights hereunder, including, without limitation, the execution by the Collateral Agent as secured party/assignee of such financing or continuation statements, or amendments thereto or assignments thereof, relative to all or any of the Loan Assets now existing or hereafter arising, and such other instruments or notices, as may be necessary or appropriate for the purposes stated hereinabove. Nothing in this Section 9.02(b) shall be deemed to relieve the Borrower of its obligations to protect the interest of the Collateral Agent (for the benefit of the Secured Parties) in the Collateral, including to file financing and continuation statements in respect of the Collateral in accordance with Section 5.01(q) and (aa). In addition, the Collateral Agent may take any actions directed by the Administrative Agent from time to time.
(ii) Except as expressly provided herein, the Collateral Agent shall not be under any duty or obligation to take any affirmative action to exercise or enforce any power, right or remedy available to it under this Agreement unless and until (and to the extent) expressly so directed by the Administrative Agent. The Collateral Agent shall not be liable for any action taken, suffered or omitted by it in accordance with the request or direction of any Secured Party, to the extent that this Agreement provides such Secured Party the right to so direct the Collateral Agent, or the Administrative Agent. The Collateral Agent shall not be deemed to have notice or knowledge of any matter hereunder, including declare an Event of Default, unless a Responsible Officer provide formal written notice of default to any Borrower or exercise any rights or remedies against any Borrower without the prior consent of the Collateral Required Lenders. Each Lender agrees that its decision to consent to or reject any request by the Administrative Agent for permission to declare an Event of Default, provide formal notice thereof to any Borrower and/or exercise any rights or remedies arising by virtue of such default, shall be made as soon as reasonably practicable after the Lender has received written notice thereof all relevant information with respect to such request (to the extent such information shall be readily available), but in all events within ten (10) Business Days of the receipt of such information, at which time any Lender who shall have failed to respond to the Administrative Agent with its decision to consent to or reject the particular request prior to the expiration of such ten (10) Business Day period shall be deemed to have consented to the particular request; it being understood and agreed that, unless otherwise provided herein, the Administrative Agent shall exercise any and all rights and responsibilities on behalf of the Lenders in connection with an Event of Default. Additionally, only with the consent or approval of all of the Lenders, the Administrative Agent may (a) extend the final maturity of the Loan or any Note, reduce the interest rate or Revolving Facility Commitment Fee payable on or extend the time of payment for any installment of principal, interest or fees payable in connection with the Loan other than Mandatory Payments, or issue Letters of Credit (i) having an expiration date beyond the Maturity Date, except as otherwise expressly provided in this Agreement, or (ii) causing the aggregate outstanding amount of all such Letters of Credit issued to exceed Fifteen Million and No/100 Dollars ($15,000,000.00), (b) increase the Percentage of the Commitment Amount of any Lender or increase the Commitment Amount of any Lender, other than pursuant to Section 1.8, (c) release all or a substantial portion of the Collateral, except in accordance with the provisions of any applicable Loan Document, (d) amend the definition of “Required Lenders”, (e) consent to the release of any Borrower from, or the assignment or transfer by any Borrower of, any of its rights or obligations hereunder, except in accordance with the provisions of any applicable Loan Document, (f) amend, modify or waive any of the provisions set forth in this Section 10.3, (g) change the manner of application by the Administrative Agent of payments made under the Loan Documents, (h) change the method of calculation used in connection with the computation of interest, commissions or fees (which are payable for the ratable benefit of each Lender), or (i) amend, modify or waive any condition precedent set forth in Article 4. Each Lender agrees that its decision to approve or reject any request for an amendment or waiver with respect to this Agreement shall be made, except as otherwise expressly provide herein, as soon as reasonably practicable after the Lender has received all relevant information with respect to such request.
(iii) The Collateral Agent is authorized to enter into the Collection Account Agreement.
Appears in 1 contract
Exercise of Powers. (a) The Agent shall have the authority to take any action of the type specified in this Agreement or any other Loan Document as being within the Agent’s rights, powers or discretion, as it determines in its sole discretion, except as provided in subsection (b) below, and except as provided in any other Loan Document which expressly requires the direction or consent of (i) The Administrative Agentthe Required Lenders; or (ii) all of the Lenders, each Lender and each Secured Party further authorizes in either of which circumstances the Collateral Agent to shall not take such action as agent absent such direction or consent. Any action or inaction pursuant to such direction or consent shall be binding on its behalf and to exercise such powers under this Agreement and the other Transaction Documents as are expressly delegated to the Collateral Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. In furtherance, and without limiting the generality all of the foregoing, each Secured Party hereby appoints the Collateral Agent (acting at the direction of the Administrative Agent) as its agent to execute and deliver all further instruments and documents, and take all further action that the Administrative Agent deems necessary or desirable in order to perfect, protect or more fully evidence the security interests granted by the Borrower hereunder, or to enable any of them to exercise or enforce any of their respective rights hereunder, including, without limitation, the execution by the Collateral Agent as secured party/assignee of such financing or continuation statements, or amendments thereto or assignments thereof, relative to all or any of the Loan Assets now existing or hereafter arising, and such other instruments or notices, as may be necessary or appropriate for the purposes stated hereinabove. Nothing in this Section 9.02(b) shall be deemed to relieve the Borrower of its obligations to protect the interest of the Collateral Agent (for the benefit of the Secured Parties) in the Collateral, including to file financing and continuation statements in respect of the Collateral in accordance with Section 5.01(q) and (aa). In addition, the Collateral Agent may take any actions directed by the Administrative Agent from time to timeLenders.
(iib) Except as expressly provided herein, the Collateral The Agent shall not be under in any duty material respect amend, modify, grant consents or obligation to take waive any affirmative action to exercise term or enforce any power, right or remedy available to it under provision of this Agreement unless and until (and to or any other Loan Document without the extent) expressly so directed by consent or approval of the Administrative Agent. The Collateral Agent shall not be liable for any action taken, suffered or omitted by it in accordance with the request or direction of any Secured Party, to the extent that this Agreement provides such Secured Party the right to so direct the Collateral AgentRequired Lenders, or the Administrative Agent. The Collateral Agent shall not be deemed to have notice or knowledge of any matter hereunder, including declare an Event of Default, unless a Responsible Officer provide formal written notice of default to any Borrower or exercise any rights or remedies against any Borrower without the prior consent of the Collateral Required Lenders. Each Lender agrees that its decision to consent to or reject any request by the Agent for permission to declare an Event of Default, provide formal notice thereof to any Borrower and/or exercise any rights or remedies arising by virtue of such default, shall be made as soon as reasonably practicable after the Lender has received written notice thereof all relevant information with respect to such request, but in all events within five (5) Business Days of the receipt of such information; it being understood and agreed that, unless otherwise provided herein, the Agent shall exercise any and all rights and responsibilities on behalf of the Lenders in connection with an Event of Default. Additionally, only with the consent or approval of all of the Lenders, the Agent may (a) extend the final maturity of the Loan or any Note, reduce the interest rate payable on or extend the time of payment for any installment of principal, interest or fees payable in connection with the Loan, or issue Letters of Credit having an expiration date beyond the Revolving Facility Maturity Date (except as otherwise expressly provided in this Agreement) or cause the aggregate outstanding amount of all such Letters of Credit issued to exceed Five Million and No/100 Dollars ($5,000,000.00); (b) change the Percentage of the Commitment Amount of any Lender, (c) release all or a substantial portion of the Collateral, except in accordance with the provisions of any applicable Loan Document, (d) amend the definition of the Required Lenders or expand the definitions of Eligible Billed Government Accounts Receivable, Eligible Billed Commercial Accounts Receivable, Eligible Billed Foreign Accounts Receivable, Eligible Unbilled Government Accounts Receivable, Eligible Unbilled Foreign Accounts Receivable and/or Eligible Unbilled Commercial Accounts Receivable, (e) consent to the assignment or transfer by any Borrower of any of its rights or obligations hereunder, (f) amend, modify or waive any provisions of this Section 10.3, (g) change the manner of application by the Agent of payments made under the Loan Documents, or (h) change the method of calculation used in connection with the computation of interest, commissions or fees. Each Lender agrees that its decision to approve or reject any request for an amendment or waiver with respect to this Agreement shall be made as soon as reasonably practicable after the Lender has received all relevant information with respect to such request.
(iii) The Collateral Agent is authorized to enter into the Collection Account Agreement.
Appears in 1 contract
Samples: Business Loan and Security Agreement (Opinion Research Corp)
Exercise of Powers. (a) Agent shall take any action of the type specified in this Agreement or any other Loan Document as being within Agent's rights, powers or discretion in accordance with directions from the Majority Lenders or the Required Lenders, if applicable, (or, to the extent this Agreement or such Loan Document expressly requires the direction or consent of some other Person or set of Persons, then instead in accordance with the directions of such other Person or set of Persons). In the absence of such directions, Agent shall have the authority (but under no circumstances shall be obligated), in its sole discretion, to take any such action, except to the extent this Agreement or such Loan Document expressly requires the direction or consent of the Majority Lenders, the Required Lenders, or some other Person or set of Persons in which case Agent shall not take such action absent such direction or consent.
(b) Agent shall have the right to request instructions from the Lenders at any time. If Agent shall request instructions from the Lenders with respect to any act or action (including the failure to act) in connection with this Agreement or any of the other Loan Documents, Agent shall be entitled to refrain from such act or taking such action unless and until Agent shall have received instructions from the Required Lenders, and Agent shall not incur liability to any Person by reason of so refraining.
(c) Any action or inaction pursuant to a direction, discretion or consent from the Majority Lenders or the Required Lenders (if applicable) shall be binding on all Lenders. Agent shall not have any liability to any Person as a result of: (i) The Administrative AgentAgent acting or refraining from acting in accordance with the directions of the Majority Lenders or the Required Lenders, or other applicable Person or set of Persons; (ii) subject to the provisions of Section 10.4(a), Agent refraining from acting in the absence of instructions to act from the Majority Lenders or the Required Lenders (if applicable), or other applicable Person or set of Persons, whether or not Agent has discretionary power to take such action; or (iii) subject to the provisions of Section 10.4(a), Agent taking discretionary action it is authorized to take under this Section.
(d) Notwithstanding anything to the contrary contained herein, Agent shall not do or take any of the following actions or grant any consent described below, without, in each Lender case, the prior consent of Lenders which have made Loans constituting 100% in principal amount of Loans outstanding on such date, or if no Loans are outstanding, Lenders which have Commitments to make Loans constituting, in the aggregate, at least 100% of the total Commitments hereunder ("REQUIRED LENDERS"):
(i) amend, consent to or permit the amendment of any provision of this Agreement or any other Loan Document, relating to the rate of interest, fees, charges, reimbursement of Costs, indemnification of Agent or Lenders or other Borrower's Liabilities due or accruing hereunder or under any other Loan Document;
(ii) extend or permit the extension of the Maturity Date or otherwise extend or defer the time for payment of Borrower's Liabilities, including, but not limited to Costs, fees, interest and each principal;
(iii) subordinate or release the lien on any asset securing any Secured Party further authorizes Obligations; provided that Agent with the Collateral consent of a Majority Lenders shall have the right to (A) release liens as expressly required under this Agreement or the other Loan Documents and (B) release of liens on Pledged Property having, in the aggregate, a fair market value (in Majority Lenders' reasonable determination) of less than $1,000,000;
(iv) amend or consent to the amendment of covenants set forth in Section 6.1 of this Agreement;
(v) except as provided in Section 10.3(d)(iii), grant any consent or waive any negative covenant set forth in Sections 6.3(a), 6.3(b), 6.3(c), 6.3(e), 6.3(f), 6.3(k), 6.3(l);
(vi) waive any Unmatured Default or Event of Default under Section 7.1(c), (d), (h), (i), (j), (k) or (l);
(vii) increase the aggregate Commitment hereunder or increase the Maximum Principal Amount set forth in Section 2.2(a);
(viii) Declare a default and accelerate the Secured Obligations pursuant to Section 7.3; or
(ix) Amend any provision of this Section 10.3(d).
(e) Except as expressly required pursuant to Section 10.3(d), if Agent is required pursuant to the terms hereof to obtain the approval or consent of Lenders for any act or action (including the failure to act) or if Agent requests the approval, consent or instruction of Lenders for any act or action (including the failure to act), the approval, consent or instruction of the Majority Lenders shall be required or sufficient. Agent shall be entitled to rely upon the consent, approval and/or instruction of the Majority Lenders, notwithstanding that other Lenders may have given Agent contrary directions, objected to such action or course of action, or, directed Agent to take such or not to take a contrary action.
(f) Agent is hereby authorized on behalf of all of Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Pledged Property or Loan Document which may be necessary to perfect and maintain perfected the security interest in and liens upon the Pledged Property granted pursuant to any of the Loan Documents.
(g) Lenders hereby authorize Agent to release any lien granted to or held by Agent upon any Pledged Property upon termination of this Agreement and the Commitments and payment and satisfaction of all of the Secured Obligations (other than the Contingent Secured Obligations, as agent on its behalf and to exercise such powers defined in the Security Agreement) at any time arising under or in respect of this Agreement and the other Transaction Loan Documents as are expressly delegated or the transactions contemplated hereby or thereby. Upon request by Agent at any time, Lenders will confirm in writing Agent's authority to release particular types or items of Pledged Property pursuant to this Section.
(h) Upon the Collateral Agent by the terms hereof and thereof, together release of any lien in accordance with such powers as are reasonably incidental thereto. In furtheranceSection 10.3(g), and without limiting the generality of the foregoingupon at least five (5) Business Days' prior written request by Borrower, each Secured Party Agent shall (and is hereby appoints the Collateral Agent (acting at the direction of the Administrative Agentirrevocably authorized by Lenders to) as its agent to execute and deliver all further instruments and documents, and take all further action that the Administrative Agent deems necessary or desirable in order to perfect, protect or more fully evidence the security interests granted by the Borrower hereunder, or to enable any of them to exercise or enforce any of their respective rights hereunder, including, without limitation, the execution by the Collateral Agent as secured party/assignee of such financing or continuation statements, or amendments thereto or assignments thereof, relative to all or any of the Loan Assets now existing or hereafter arising, and such other instruments or notices, documents as may be necessary to evidence the release of such liens; provided that (i) Agent shall not be required to execute any such document on terms which, in Agent's reasonable opinion, would expose Agent to liability or appropriate for create any obligation or entail any consequence other than the purposes stated hereinaboverelease of such liens without recourse or warranty and (ii) such release shall not in any manner discharge, affect or impair the Secured Obligations (including the Contingent Secured Obligations) or any liens upon (or obligations of Borrower in respect of) all interests retained by Borrower, including (without limitation) the proceeds of the sale, all of which shall continue to constitute part of the Pledged Property. Nothing In the event of any sale or transfer of Pledged Property, or any foreclosure with respect to any of the Pledged Property, Agent shall be authorized to deduct all of the Costs incurred by Agent from the proceeds of any such sale, transfer or foreclosure.
(i) Subject to the provisions of Section 10.4(a), Agent shall have no obligation whatsoever to Lenders, or to any other Person to assure that: (i) the Pledged Property exists; (ii) the Pledged Property is owned by Borrower, any other Loan Party or any other Person; (iii) the Pledged Property is cared for, protected or insured; (iv) the liens granted to Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority; or (v) to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Agent in this Section 9.02(b) shall be deemed to relieve the Borrower of its obligations to protect the interest 10.3, or in any of the Collateral Agent (for the benefit of the Secured Parties) in the Collateral, including to file financing other Loan Documents. It is understood and continuation statements agreed by Lenders that in respect of the Collateral in accordance with Section 5.01(q) and (aa). In additionPledged Property, the Collateral or any act, omission or event related thereto, Agent may act in any manner it may deem appropriate, in its sole discretion, given Agent's own interest in the Pledged Property as one of Lenders and that Agent shall have no duty or liability whatsoever to Lenders, except for Agent's gross negligence or willful misconduct as finally determined by a court of competent jurisdiction.
(j) In addition to Agent's right to take any actions on its own accord as permitted under this Agreement but subject to the provisions of Section 10.3(d)(viii), Agent shall take such action with respect to an Unmatured Default or Event of Default as shall be directed by the Administrative Majority Lenders; provided that until Agent shall have received such directions, Agent may (but shall not be obligated to) take such action, or refrain from time taking such action, with respect to timesuch Unmatured Default or Event of Default as it shall deem advisable.
(iik) Except as expressly provided herein, the Collateral Agent shall not be required to deliver to any Lender, originals or copies of any documents, instruments, notices, communications or other information, other than the Financials, received by Agent from the Required Lenders, any Lender, or any other Person under any duty or obligation to take any affirmative action to exercise or enforce any power, right or remedy available to it under in connection with this Agreement unless or any other Loan Document, except (i) as specifically provided in this Agreement or any other Loan Document and until (ii) as specifically requested from time to time in writing by any Lender with respect to a specific document, instrument, notice or other written communication received by and to in the extent) expressly so directed by possession of Agent at the Administrative Agent. The Collateral Agent shall not be liable for any action taken, suffered or omitted by it time of receipt of such request and then only in accordance with the request or direction of any Secured Party, to the extent that this Agreement provides such Secured Party the right to so direct the Collateral Agent, or the Administrative Agent. The Collateral Agent shall not be deemed to have notice or knowledge of any matter hereunder, including an Event of Default, unless a Responsible Officer of the Collateral Agent has received written notice thereof hereunderspecific request.
(iii) The Collateral Agent is authorized to enter into the Collection Account Agreement.
Appears in 1 contract
Exercise of Powers. NAI-1513461614v2
(a) The Administrative Agent shall have the authority to take any action of the type specified in this Agreement or any other Loan Document as being within the Administrative Agent’s rights, powers or discretion, as it determines in its sole discretion, except as provided in Subsection (b) below, and except as provided herein or in any other Loan Document, when such action expressly requires the direction or consent of (i) The the Required Lenders, or (ii) all of the Lenders, in either of which circumstances the Administrative Agent, each Lender and each Secured Party further authorizes the Collateral Agent to shall not take such action as agent absent such direction or consent. Any action or inaction pursuant to such direction or consent shall be binding on its behalf and to exercise such powers under all of the Lenders.
(b) Notwithstanding anything set forth in this Agreement to the contrary, the Administrative Agent shall not amend, modify, grant consents or waive any term or provision of this Agreement or any other Loan Document (and such amendment, modification, consent or waiver shall not be effective) without the consent or approval of the Required Lenders or all Lenders as applicable below in this paragraph, or declare an Event of Default, provide formal written notice of default to any Borrower or exercise any rights or remedies against any VSE Entity without the prior consent of the Required Lenders or all Lenders, as applicable below in this paragraph. For the avoidance of doubt, any waiver by the Administrative Agent of the Borrowers’ compliance with any Negative Covenant set forth in Article 7, or consent by the Administrative Agent to the Borrowers’ non-compliance with any such Negative Covenant, shall require the prior written consent of the Required Lenders. Each Lender agrees that its decision to consent to or reject any request by the Administrative Agent for permission to declare an Event of Default, provide formal notice thereof to any Borrower and/or exercise any rights or remedies arising by virtue of such default, shall be made as soon as reasonably practicable after the Lender has received all relevant information with respect to such request (to the extent such information shall be readily available), but in all events within ten (10) Business Days of the receipt of such information, at which time any Lender who shall have failed to respond to the Administrative Agent with its decision to consent to or reject the particular request prior to the expiration of such ten (10) Business Day period shall be deemed to have consented to the particular request; it being understood and agreed that, unless otherwise provided herein, the Administrative Agent shall exercise any and all rights and responsibilities on behalf of the Lenders in connection with an Event of Default. Additionally, only with the consent or approval of all of the Lenders, the Administrative Agent may (and the other Transaction Documents as are expressly delegated to following amendments may be effectuated) (a) extend the Collateral Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. In furtherance, and without limiting the generality final maturity of the foregoingLoan or any Note, each Secured Party hereby appoints reduce the Collateral Agent amount of, or extend the time of payment for, any installment of principal, interest or fees or other amounts payable to a Lender hereunder or under any other Loan Document or otherwise in connection with the Loan other than Mandatory Payments, or issue Letters of Credit (acting at i) having an expiration date beyond the direction Maturity Date, except as otherwise expressly provided in this Agreement, or (ii) causing the aggregate outstanding amount of all such Letters of Credit issued to exceed Twenty-Five Million and No/100 Dollars ($25,000,000.00), (b) increase the Percentage of the Administrative AgentCommitment Amount of any Lender or increase the Commitment Amount of any Lender, other than pursuant to Section 1.8 and/or Section 1.9 of this Agreement, (c) as its agent to execute and deliver release (or subordinate the Lien on) all further instruments and documentsor a substantial portion of the Collateral, and take all further action except in accordance with the provisions of any applicable Loan Document; provided that the Administrative Agent deems necessary or desirable in order to perfect, protect or more fully evidence may release the security interests granted by the Borrower hereunder, or to enable any of them to exercise or enforce any of their respective rights hereunder, including, without limitation, the execution by the Collateral Agent as secured party/assignee of such financing or continuation statements, or amendments thereto or assignments thereof, relative to all or any lien of the Loan Assets now existing or hereafter arising, and such other instruments or notices, as may be necessary or appropriate for the purposes stated hereinabove. Nothing in this Section 9.02(b) shall be deemed to relieve the Borrower of its obligations to protect the interest of the Collateral Administrative Agent (for the benefit of the Secured PartiesLenders in any Collateral to the extent sold by any Borrower in a transaction permitted by this Agreement, (d) in amend the Collateraldefinition of “Required Lenders”, including (e) consent to file financing and continuation statements in respect the release of any Borrower from, or the Collateral assignment or transfer by any Borrower of, any of its rights or obligations hereunder, except in accordance with the provisions of any applicable Loan Document, (f) amend, modify or waive any of the provisions set forth in this Section 5.01(q10.3 or any other provision of this Agreement specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, (g) and (aa). In addition, change the Collateral Agent may take any actions directed manner of application by the Administrative Agent from time of payments made under the Loan Documents or otherwise change any provision governing pro rata payments among Lenders, (h) change the method of calculation used in connection with the computation of interest, commissions or fees (which are payable for the ratable benefit of each Lender), or (i) amend, modify or waive any condition precedent set forth in Article 4 of this Agreement. Each Lender agrees that its decision to time.
(ii) Except approve or reject any request for an amendment or waiver with respect to this Agreement shall be made, except as otherwise expressly provided herein, as soon as reasonably practicable after the Collateral Agent shall not be under any duty or obligation to take any affirmative action to exercise or enforce any power, right or remedy available to it under this Agreement unless and until (and to the extent) expressly so directed by the Administrative Agent. The Collateral Agent shall not be liable for any action taken, suffered or omitted by it in accordance with the request or direction of any Secured Party, to the extent that this Agreement provides such Secured Party the right to so direct the Collateral Agent, or the Administrative Agent. The Collateral Agent shall not be deemed to have notice or knowledge of any matter hereunder, including an Event of Default, unless a Responsible Officer of the Collateral Agent Lender has received written notice thereof hereunderall relevant information with respect to such request.
(iii) The Collateral Agent is authorized to enter into the Collection Account Agreement.
Appears in 1 contract
Exercise of Powers. (a) The Administrative Agent shall have the authority to take any action of the type specified in this Agreement or any other Loan Document as being within the Administrative Agent's rights, powers or discretion, as it determines in its sole discretion, except as provided in Subsection (b) below, and except as provided herein or in any other Loan Document, when such action expressly requires the direction or consent of (i) The the Required Lenders, or (ii) all of the Lenders, in either of which circumstances the Administrative Agent, each Lender and each Secured Party further authorizes the Collateral Agent to shall not take such action as agent absent such direction or consent. Any action or inaction pursuant to such direction or consent shall be binding on its behalf and to exercise such powers under all of the Lenders.
(b) Notwithstanding anything set forth in this Agreement and the other Transaction Documents as are expressly delegated to the Collateral Agent by the terms hereof and thereofcontrary, together with such powers as are reasonably incidental thereto. In furtherance, and without limiting the generality of the foregoing, each Secured Party hereby appoints the Collateral Agent (acting at the direction of the Administrative Agent) as its agent to execute and deliver all further instruments and documents, and take all further action that the Administrative Agent deems necessary shall not amend, modify, grant consents or desirable in order to perfect, protect waive any term or more fully evidence provision of this Agreement or any other Loan Document without the security interests granted by consent or approval of the Borrower hereunderRequired Lenders, or to enable any of them to exercise or enforce any of their respective rights hereunder, including, without limitation, the execution by the Collateral Agent as secured party/assignee of such financing or continuation statements, or amendments thereto or assignments thereof, relative to all or any of the Loan Assets now existing or hereafter arising, and such other instruments or notices, as may be necessary or appropriate for the purposes stated hereinabove. Nothing in this Section 9.02(b) shall be deemed to relieve the Borrower of its obligations to protect the interest of the Collateral Agent (for the benefit of the Secured Parties) in the Collateral, including to file financing and continuation statements in respect of the Collateral in accordance with Section 5.01(q) and (aa). In addition, the Collateral Agent may take any actions directed by the Administrative Agent from time to time.
(ii) Except as expressly provided herein, the Collateral Agent shall not be under any duty or obligation to take any affirmative action to exercise or enforce any power, right or remedy available to it under this Agreement unless and until (and to the extent) expressly so directed by the Administrative Agent. The Collateral Agent shall not be liable for any action taken, suffered or omitted by it in accordance with the request or direction of any Secured Party, to the extent that this Agreement provides such Secured Party the right to so direct the Collateral Agent, or the Administrative Agent. The Collateral Agent shall not be deemed to have notice or knowledge of any matter hereunder, including declare an Event of Default, unless a Responsible Officer provide formal written notice of default to any Borrower or exercise any rights or remedies against any VSE Entity without the prior consent of the Collateral Required Lenders or all Lenders, as applicable. Each Lender agrees that its decision to consent to or reject any request by the Administrative Agent for permission to declare an Event of Default, provide formal notice thereof to any Borrower and/or exercise any rights or remedies arising by virtue of such default, shall be made as soon as reasonably practicable after the Lender has received written notice thereof all relevant information with respect to such request (to the extent such information shall be readily available), but in all events within ten (10) Business Days of the receipt of such information, at which time any Lender who shall have failed to respond to the Administrative Agent with its decision to consent to or reject the particular request prior to the expiration of such ten (10) Business Day period shall be deemed to have consented to the particular request; it being understood and agreed that, unless otherwise provided herein, the Administrative Agent shall exercise any and all rights and responsibilities on behalf of the Lenders in connection with an Event of Default. Additionally, only with the consent or approval of all of the Lenders, the Administrative Agent may (a) extend the final maturity of the Loan or any Note, reduce the interest rate or Revolving Facility Commitment Fee payable on or extend the time of payment for any installment of principal, interest or fees payable in connection with the Loan other than Mandatory Payments, or issue Letters of Credit (i) having an expiration date beyond the Maturity Date, except as otherwise expressly provided in this Agreement, or (ii) causing the aggregate outstanding amount of all such Letters of Credit issued to exceed Twenty Million and No/100 Dollars ($20,000,000.00), (b) increase the Percentage of the Commitment Amount of any Lender or increase the Commitment Amount of any Lender, other than pursuant to Section 1.8 and/or Section 1.9 of this Agreement, (c) release all or a substantial portion of the Collateral, except in accordance with the provisions of any applicable Loan Document, (d) amend the definition of "Required Lenders", (e) consent to the release of any Borrower from, or the assignment or transfer by any Borrower of, any of its rights or obligations hereunder, except in accordance with the provisions of any applicable Loan Document, (f) amend, modify or waive any of the provisions set forth in this Section 10.3, (g) change the manner of application by the Administrative Agent of payments made under the Loan Documents, (h) change the method of calculation used in connection with the computation of interest, commissions or fees (which are payable for the ratable benefit of each Lender), or (i) amend, modify or waive any condition precedent set forth in Article 4 of this Agreement. Each Lender agrees that its decision to approve or reject any request for an amendment or waiver with respect to this Agreement shall be made, except as otherwise expressly provided herein, as soon as reasonably practicable after the Lender has received all relevant information with respect to such request.
(iii) The Collateral Agent is authorized to enter into the Collection Account Agreement.
Appears in 1 contract
Exercise of Powers. (a) The Agent shall have the authority to take any action of the type specified in this Agreement or any other Loan Document as being within the Agent's rights, powers or discretion as it determines, in its sole discretion, except as provided in subsection (b) below, and except as provided in any other Loan Document which expressly requires the direction or consent of (i) The Administrative Agentthe Required Lenders; or (ii) all of the Lenders, each Lender and each Secured Party further authorizes in either of which circumstances the Collateral Agent to shall not take such action absent such direction or consent. Any action or inaction pursuant to such direction, discretion or consent shall be binding on all of the Lenders.
(b) Except as agent on its behalf and to exercise such powers under otherwise provided in subsection (c) hereof, the Agent shall not, without the consent or approval of the Required Lenders, (1) amend, modify, supplement or waive any term or provision of this Agreement and the or any other Transaction Documents as are expressly delegated Loan Document, or (2) consent, or withhold consent, to the Collateral Agent by any departure from or variation of the terms hereof and thereof, together with such powers as are reasonably incidental theretoconditions of the negative covenants set forth in Article VII of this Agreement. In furtherance, and without Without limiting the generality of the foregoing, each Secured Party hereby appoints it is understood and agreed that, except as otherwise provided in subsection (c) hereof, the Collateral Agent (acting at shall not, without the direction consent or approval of all of the Administrative AgentLenders (i) as its agent to execute and deliver all further instruments and documents, and take all further action that extend the Administrative Agent deems necessary or desirable in order to perfect, protect or more fully evidence the security interests granted by the Borrower hereunder, or to enable any of them to exercise or enforce any of their respective rights hereunder, including, without limitation, the execution by the Collateral Agent as secured party/assignee of such financing or continuation statements, or amendments thereto or assignments thereof, relative to all or any final maturity of the Loan Assets now existing or hereafter arisingany Note, and reduce the interest rate payable on or extend the time of payment of any installment of principal, interest or fees payable in connection with the Loan, change the Percentage of the Commitment Amount of any Lender, or increase the Commitment Amount (if the effect of such other instruments or notices, as may be necessary or appropriate for increase shall require any non-consenting Lender to fund the purposes stated hereinabove. Nothing Loan in this Section 9.02(b) shall be deemed to relieve the Borrower excess of its obligations to protect the interest Percentage of the Collateral Agent original Commitment Amount), (for the benefit of the Secured Partiesii) in the release any Collateral, including to file financing and continuation statements in respect of the Collateral except in accordance with Section 5.01(q) and (aa). In addition, the Collateral Agent may take any actions directed by the Administrative Agent from time to time.
(ii) Except as expressly provided herein, the Collateral Agent shall not be under any duty or obligation to take any affirmative action to exercise or enforce any power, right or remedy available to it under this Agreement unless and until (and to the extent) expressly so directed by the Administrative Agent. The Collateral Agent shall not be liable for any action taken, suffered or omitted by it in accordance with the request or direction of any Secured Party, to the extent that this Agreement provides such Secured Party the right to so direct the Collateral Agent, or the Administrative Agent. The Collateral Agent shall not be deemed to have notice or knowledge of any matter hereunder, including an Event of Default, unless a Responsible Officer of the Collateral Agent has received written notice thereof hereunder.
(iii) The Collateral Agent is authorized to enter into the Collection Account Agreement.the
Appears in 1 contract
Samples: Business Loan and Security Agreement (BTG Inc /Va/)
Exercise of Powers. (i) The Administrative AgentBY RECEIVER, each Lender and each Secured Party further authorizes the Collateral Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Transaction Documents as are expressly delegated to the Collateral Agent by the terms hereof and thereof, together with such powers as are reasonably incidental theretoTRUSTEE OR COMPANY IN EVENT OF DEFAULT. In furtherance, and without limiting the generality Notwithstanding that any one or more of the foregoingEvents of Default specified in Section 8.01 shall have happened and be continuing, each Secured Party hereby appoints in case the Collateral Agent (acting at trust estate or any part thereof shall be in the direction possession of a receiver of the Administrative Agent) as its agent to execute and deliver all further instruments and documentsCompany or of the mortgaged property or a trustee in bankruptcy or on reorganization proceedings (including reorganization proceedings under any Federal bankruptcy law or similar statutory provisions), and take all further action that the Administrative Agent deems necessary or desirable in order to perfect, protect or more fully evidence the security interests granted by the Borrower hereunderlawfully appointed, or to enable any of them to exercise or enforce any of their respective rights hereunder, including, without limitation, the execution by the Collateral Agent as secured party/an assignee of such financing or continuation statements, or amendments thereto or assignments thereof, relative to all or any of the Loan Assets now existing or hereafter arising, and such other instruments or notices, as may be necessary or appropriate for the purposes stated hereinabove. Nothing in this Section 9.02(b) shall be deemed to relieve the Borrower of its obligations to protect the interest of the Collateral Agent (for the benefit of creditors, the Secured Parties) powers in and by this Article VI conferred upon the Company may, with the consent of the Trustee, be exercised by such receiver, trustee or assignee with respect to such part of the trust estate as may then be in his or its possession and, if the Trustee shall be in the Collateral, including to file financing and continuation statements in respect possession of the Collateral trust estate or any part thereof under any provision of this Indenture, then all the powers by this Article VI conferred upon the Company may be exercised by the Trustee in accordance its discretion with respect to such part of the trust estate as may then be in its possession. A written request signed by such receiver, trustee or assignee shall be deemed the equivalent of any resolution of the Board of Directors required by the provisions of this Article VI, and any certificate required by such provisions to be signed by any officer of the Company may be signed by such receiver, trustee or assignee instead of such officer. Notwithstanding that any one or more of the Events of Default specified in Section 5.01(q) 8.01 shall have happened and (aa)be continuing, the Company, so long as it shall be in possession of the trust estate, may, with the consent of the Trustee, which consent may be given by the Trustee in its discretion and shall be given upon the written request of the registered owners of a majority in principal amount of the bonds then outstanding, exercise any of the powers in and by this Article VI conferred upon it. In additionthe case of any release made pursuant to the provisions of this Section 6.08, the Collateral Agent may take any actions directed by the Administrative Agent from time to time.
(ii) Except as expressly provided herein, the Collateral Agent it shall not be under necessary to include in any duty or obligation to take any affirmative action to exercise or enforce any power, right or remedy available to it under this Agreement unless and until (and to the extent) expressly so directed by the Administrative Agent. The Collateral Agent shall not be liable for any action taken, suffered or omitted by it in accordance certificate filed with the request or direction of any Secured PartyTrustee in connection therewith a statement that, to the extent that this Agreement provides such Secured Party best of the right to so direct knowledge and belief of the Collateral Agentsigners, or no default exists on the Administrative Agent. The Collateral Agent shall not be deemed to have notice or knowledge part of the Company in the performance of any matter hereunder, including an Event of Default, unless a Responsible Officer of the Collateral Agent has received written notice thereof hereunderterms or covenants of this Indenture.
(iii) The Collateral Agent is authorized to enter into the Collection Account Agreement.
Appears in 1 contract
Exercise of Powers. (a) The Agents shall have the authority to take any action of the type specified in this Agreement or any other Loan Document as being within each Agent's rights, powers or discretion, as it determines in its sole discretion, except as provided in subsection (b) below, and except as provided in any other Loan Document which expressly requires the direction or consent of (i) The Administrative Agentthe Required Lenders; or (ii) all of the Lenders, each Lender and each Secured Party further authorizes the Collateral in either of which circumstances such Agent to shall not take such action as agent absent such direction or consent. Any action or inaction pursuant to such direction or consent shall be binding on its behalf and to exercise such powers under this Agreement and the other Transaction Documents as are expressly delegated to the Collateral Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. In furtherance, and without limiting the generality all of the foregoing, each Secured Party hereby appoints the Collateral Agent (acting at the direction of the Administrative Agent) as its agent to execute and deliver all further instruments and documents, and take all further action that the Administrative Agent deems necessary or desirable in order to perfect, protect or more fully evidence the security interests granted by the Borrower hereunder, or to enable any of them to exercise or enforce any of their respective rights hereunder, including, without limitation, the execution by the Collateral Agent as secured party/assignee of such financing or continuation statements, or amendments thereto or assignments thereof, relative to all or any of the Loan Assets now existing or hereafter arising, and such other instruments or notices, as may be necessary or appropriate for the purposes stated hereinabove. Nothing in this Section 9.02(b) shall be deemed to relieve the Borrower of its obligations to protect the interest of the Collateral Agent (for the benefit of the Secured Parties) in the Collateral, including to file financing and continuation statements in respect of the Collateral in accordance with Section 5.01(q) and (aa). In addition, the Collateral Agent may take any actions directed by the Administrative Agent from time to timeLenders.
(iib) Except as expressly provided herein, the Collateral The Administrative Agent shall not be under in any duty material respect amend, modify, grant consents or obligation to take waive any affirmative action to exercise term or enforce any power, right or remedy available to it under provision of this Agreement unless and until (and to or any other Loan Document without the extent) expressly so directed by consent or approval of the Administrative Agent. The Collateral Agent shall not be liable for any action taken, suffered or omitted by it in accordance with the request or direction of any Secured Party, to the extent that this Agreement provides such Secured Party the right to so direct the Collateral AgentRequired Lenders, or the Administrative Agent. The Collateral Agent shall not be deemed to have notice or knowledge of any matter hereunder, including declare an Event of Default, unless a Responsible Officer provide formal written notice of default to any Borrower or exercise any rights or remedies against any Borrower without the prior consent of the Collateral Required Lenders. Each Lender agrees that its decision to consent to or reject any request by the Administrative Agent for permission to declare an Event of Default, provide formal notice thereof to any Borrower and/or exercise any rights or remedies arising by virtue of such default, shall be made as soon as reasonably practicable after the Lender has received written notice thereof all relevant information with respect to such request, but in all events within five (5) Business Days of the receipt of such information; it being understood and agreed that, unless otherwise provided herein, the Administrative Agent shall exercise any and all rights and responsibilities on behalf of the Lenders in connection with an Event of Default. Additionally, only with the consent or approval of all of the Lenders, the Administrative Agent may (a) extend the final maturity of the Loan or any Note, reduce the interest rate payable on or extend the time of payment for any installment of principal, interest or fees payable in connection with the Loan, or issue Letters of Credit (i) having an expiration date beyond the Maturity Date, except as otherwise expressly provided in this Agreement, or (ii) causing the aggregate outstanding amount of all such Letters of Credit issued to exceed Ten Million Dollars ($10,000,000); (b) change the Percentage of the Commitment Amount of any Lender, (c) release all or a substantial portion of the Collateral, except in accordance with the provisions of any applicable Loan Document, (d) amend the definition of the Required Lenders or expand the definitions of Eligible Billed Government Accounts Receivable, Eligible Billed Commercial Accounts Receivable and/or Eligible Unbilled Government Accounts Receivable, (e) consent to the assignment or transfer by any Borrower of any of its rights or obligations hereunder, (f) amend, modify or waive any provisions of this Section 10.3, (g) change the manner of application by the Administrative Agent of payments made under the Loan Documents, or (h) change the method of calculation used in connection with the computation of interest, commissions or fees. Each Lender agrees that its decision to approve or reject any request for an amendment or waiver with respect to this Agreement shall be made as soon as reasonably practicable after the Lender has received all relevant information with respect to such request.
(iii) The Collateral Agent is authorized to enter into the Collection Account Agreement.
Appears in 1 contract
Samples: Business Loan and Security Agreement (Mantech International Corp)
Exercise of Powers. (i) The Administrative Agent, each Lender and each Secured Party further authorizes 13.1 If the Collateral Agent Chargee or any Receiver Deals with or attempts to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Transaction Documents as are expressly delegated to the Collateral Agent by the terms hereof and thereof, together Deal with such powers as are reasonably incidental thereto. In furtherance, and without limiting the generality of the foregoing, each Secured Party hereby appoints the Collateral Agent (acting at the direction of the Administrative Agent) as its agent to execute and deliver all further instruments and documents, and take all further action that the Administrative Agent deems necessary or desirable in order to perfect, protect or more fully evidence the security interests granted by the Borrower hereunder, or to enable any of them to exercise or enforce any of their respective rights hereunder, including, without limitation, the execution by the Collateral Agent as secured party/assignee of such financing or continuation statements, or amendments thereto or assignments thereof, relative to all or any of the Loan Assets now existing Charged Property (with or hereafter arisingwithout any other property) under or in purported exercise of any of the Chargee’s or the Receiver’s (as the case may be) rights, powers, remedies or authorities under this deed, no Lessee, purchaser or any other person involved with any such Dealing;
(a) need enquire whether there has been a default by the Chargor under this deed, or otherwise as to the propriety or regularity of the Dealing; or
(b) will be affected by express or constructive notice that the Dealing is unnecessary or improper, and such other instruments despite any irregularity or noticesimpropriety, that Dealing or attempted Dealing will, as may be necessary regards the protection of the Lessee, purchaser or appropriate for the purposes stated hereinabove. Nothing in this Section 9.02(b) shall other person involved with that Dealing or attempted Dealing, be deemed to relieve be authorised and will, accordingly, be valid.
13.2 Notwithstanding the Borrower other provisions of its obligations this deed, the Chargee or any Receiver must not Dispose of or attempt to protect the interest Dispose of any of the Collateral Agent Charged Property (for the benefit with or without any other property) under or in purported exercise of any of the Secured PartiesChargee’s or the Receiver’s (as the case may be) rights, powers, remedies or authorities under this deed and any such Disposal will not be authorised and will, accordingly, be invalid.
13.3 Neither the Chargee nor a Receiver will by reason of entering, or its employees, professional advisers, agents, or other persons on the Chargee’s behalf or the Receiver’s behalf (as the case may be) entering the Charged Property, be liable to account as Chargee in possession or for anything whatever except actual receipts by the Collateral, including to file financing and continuation statements Chargee or the Receiver (as the case may be).
13.4 Neither the Chargee nor any Receiver will be liable or answerable for or in respect connection with any omission or delay or for any irregularity or involuntary loss which occurs as a result of or in connection with the exercise or non-exercise or attempted or purported exercise of any of the Collateral in accordance with Section 5.01(q) and (aa). In additionrights, powers, remedies, authorities or discretions of or conferred on the Collateral Agent may take any actions directed Chargee or a Receiver under this deed unless due to fraud, or wilful misconduct by the Administrative Agent from time to timeChargee or Receiver.
(ii) Except as expressly provided herein, the Collateral Agent shall not be under any duty or obligation to take any affirmative action to exercise or enforce any power, right or remedy available to it under this Agreement unless and until (and to the extent) expressly so directed by the Administrative Agent. The Collateral Agent shall not be liable for any action taken, suffered or omitted by it in accordance with the request or direction of any Secured Party, to the extent that this Agreement provides such Secured Party the right to so direct the Collateral Agent, or the Administrative Agent. The Collateral Agent shall not be deemed to have notice or knowledge of any matter hereunder, including an Event of Default, unless a Responsible Officer of the Collateral Agent has received written notice thereof hereunder.
(iii) The Collateral Agent is authorized to enter into the Collection Account Agreement.
Appears in 1 contract
Exercise of Powers. (a) The Agent shall have the authority to take any action of the type specified in this Agreement or any other Loan Document as being within the Agent's rights, powers or discretion, as it determines in its sole discretion, except as provided in subsection (b) below, and except as provided in any other Loan Document which expressly requires the direction or consent of (i) The Administrative Agentthe Required Lenders; or (ii) all of the Lenders, each Lender and each Secured Party further authorizes in either of which circumstances the Collateral Agent to shall not take such action as agent absent such direction or consent. Any action or inaction pursuant to such direction or consent shall be binding on its behalf and to exercise such powers under this Agreement and the other Transaction Documents as are expressly delegated to the Collateral Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. In furtherance, and without limiting the generality all of the foregoing, each Secured Party hereby appoints the Collateral Agent (acting at the direction of the Administrative Agent) as its agent to execute and deliver all further instruments and documents, and take all further action that the Administrative Agent deems necessary or desirable in order to perfect, protect or more fully evidence the security interests granted by the Borrower hereunder, or to enable any of them to exercise or enforce any of their respective rights hereunder, including, without limitation, the execution by the Collateral Agent as secured party/assignee of such financing or continuation statements, or amendments thereto or assignments thereof, relative to all or any of the Loan Assets now existing or hereafter arising, and such other instruments or notices, as may be necessary or appropriate for the purposes stated hereinabove. Nothing in this Section 9.02(b) shall be deemed to relieve the Borrower of its obligations to protect the interest of the Collateral Agent (for the benefit of the Secured Parties) in the Collateral, including to file financing and continuation statements in respect of the Collateral in accordance with Section 5.01(q) and (aa). In addition, the Collateral Agent may take any actions directed by the Administrative Agent from time to timeLenders.
(iib) Except as otherwise expressly provided hereinin this Agreement, without the consent or approval of the Required Lenders, the Collateral Agent shall not be under not, in any duty material respect, amend, modify, grant consents or obligation to take any affirmative action to exercise waive terms or enforce any power, right or remedy available to it under provisions of this Agreement unless or any other Loan Document (each, an "Amendment" and until (and to the extent) expressly so directed by the Administrative Agent. The Collateral Agent shall not be liable for any action takencollectively, suffered or omitted by it in accordance with the request or direction of any Secured Party, to the extent that this Agreement provides such Secured Party the right to so direct the Collateral Agent"Amendments"), or the Administrative Agent. The Collateral Agent shall not be deemed to have notice or knowledge of any matter hereunder, including declare an Event of Default, unless a Responsible Officer provide formal written notice of an Event of Default to the Borrowers or exercise any rights or remedies against any Borrower. Each Lender agrees that its decision to consent to or reject any request by the Agent for any Amendment or for permission to declare an Event of Default, provide formal notice thereof to the Borrowers and/or exercise any rights or remedies arising by virtue of such default, shall be made as soon as reasonably practicable after the Agent has provided all information reasonably necessary to act on any such request, but in all events within fifteen (15) Business Days of the Collateral receipt of such information; provided, however, that in an emergency situation, the Agent may require the Lenders to respond within such shorter time period as may be specified by the Agent in writing, but in no event less than five (5) Business Days from the receipt of such information. Unless otherwise provided herein, the Agent shall exercise any and all rights and responsibilities on behalf of the Lenders in connection with an Event of Default. Additionally, the consent or approval of all of the Lenders shall be required for the Agent to (a) extend the final maturity of the Loan or any Note, reduce the interest rate payable on or extend the time of payment for any installment of principal, interest or fees payable in connection with the Loan, or issue Letters of Credit (i) having an expiration date beyond the Revolving Facility Maturity Date, except as otherwise expressly provided in this Agreement, or (ii) causing the aggregate outstanding amount of all such Letters of Credit issued to exceed Five Million Dollars ($5,000,000); (b) change the Percentage of the Commitment Amount of any Lender, (c) release all or a substantial portion of the Collateral, except in accordance with the provisions of any applicable Loan Document, (d) amend the definition of the Required Lenders or Maximum Borrowing Base, expand the definitions of Eligible Billed Government Accounts Receivable, Eligible Billed Commercial Accounts Receivable and/or Eligible Unbilled Government Costs, or limit the definition of Ineligible Receivables, (e) consent to the assignment or transfer by any Borrower of any of its rights or obligations hereunder, (f) amend, modify or waive any provisions of this Section 10.3, (g) change the manner of application by the Agent of payments made under the Loan Documents, or (h) change the method of calculation used in connection with the computation of interest, commissions or fees. Each Lender agrees that its decision to approve or reject any request for an amendment or waiver with respect to this Agreement shall be made as soon as reasonably practicable after the Lender has received written notice thereof hereunderall information deemed by the Agent to be necessary to act on any such request. Notwithstanding anything to the contrary set forth in this Article 10, (i) if at any time the vote of all of the Lenders shall be required under this Agreement, then the vote of all of the Lenders (other than Mass Mutual, acting in its capacity as a Note "B" Holder) shall be necessary, except for any reduction to the interest rate payable under the Term Facility "B" Note, any extension of the Term Facility "B" Maturity Date or any change to the manner in which Mandatory Payments are to be applied to the Facilities (as set forth in Section 1.5 of this Agreement), in which event the vote of all of the Lenders (including Mass Mutual, acting in its capacity as a Note "B" Holder) shall be required; and (ii) with respect to matters requiring the vote of the Required Lenders, so long as Mass Mutual and First Union are not the only Lender parties hereto and the Percentage of Mass Mutual (acting in its capacity as a Note "B" Holder) and First Union (acting in its capacity as a Lender) equals or exceeds, in the aggregate, fifty-one percent (51%) of the aggregate Commitment Amount, such Percentages shall not be included in the calculation of the required fifty-one percent (51%) of the aggregate Commitment Amount unless one (1) of the other Lenders (excluding any Lender which is a subsidiary or affiliate of, or related to, Mass Mutual or First Union) votes in the same manner as Mass Mutual or First Union.
(iii) The Collateral Agent is authorized to enter into the Collection Account Agreement.
Appears in 1 contract
Samples: Business Loan and Security Agreement (Averstar Inc)
Exercise of Powers. (a) The Administrative Agent shall have the authority to take any action of the type specified in this Agreement or any other Loan Document as being within the Administrative Agent's rights, powers or discretion, as it determines in its sole discretion, except as provided in subsection (b) below, and except as provided herein or in any other Loan Document, when such action expressly requires the direction or consent of (i) The the Required Lenders, or (ii) all of the Lenders, in either of which circumstances the Administrative Agent, each Lender and each Secured Party further authorizes the Collateral Agent to shall not take such action as agent absent such direction or consent. Any action or inaction pursuant to such direction or consent shall be binding on its behalf and to exercise such powers under this Agreement and the other Transaction Documents as are expressly delegated to the Collateral Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. In furtherance, and without limiting the generality all of the foregoing, each Secured Party hereby appoints the Collateral Agent (acting at the direction of the Administrative Agent) as its agent to execute and deliver all further instruments and documents, and take all further action that the Administrative Agent deems necessary or desirable in order to perfect, protect or more fully evidence the security interests granted by the Borrower hereunder, or to enable any of them to exercise or enforce any of their respective rights hereunder, including, without limitation, the execution by the Collateral Agent as secured party/assignee of such financing or continuation statements, or amendments thereto or assignments thereof, relative to all or any of the Loan Assets now existing or hereafter arising, and such other instruments or notices, as may be necessary or appropriate for the purposes stated hereinabove. Nothing in this Section 9.02(b) shall be deemed to relieve the Borrower of its obligations to protect the interest of the Collateral Agent (for the benefit of the Secured Parties) in the Collateral, including to file financing and continuation statements in respect of the Collateral in accordance with Section 5.01(q) and (aa). In addition, the Collateral Agent may take any actions directed by the Administrative Agent from time to timeLenders.
(iib) Except as expressly provided hereinin this Agreement, the Collateral Administrative Agent shall not be under amend, modify, grant consents or waive any duty term or obligation to take any affirmative action to exercise or enforce any power, right or remedy available to it under provision of this Agreement unless and until or any other Loan Document without the consent or approval of the Required Lenders (and to the extent) expressly so directed or, if required by the Administrative Agent. The Collateral Agent shall not be liable for any action takenterms of this Agreement, suffered or omitted by it in accordance with the request or direction of any Secured Party, to the extent that this Agreement provides such Secured Party the right to so direct the Collateral Agentall Lenders), or the Administrative Agent. The Collateral Agent shall not be deemed to have notice or knowledge of any matter hereunder, including declare an Event of Default, unless a Responsible Officer provide formal written notice of default to any Borrower or exercise any rights or remedies against any ICF Entity without the prior consent of the Collateral Required Lenders. Each Lender agrees that its decision to consent to or reject any request by the Administrative Agent for permission to declare an Event of Default, provide formal notice thereof to any Borrower and/or exercise any rights or remedies arising by virtue of such default, shall be made as soon as reasonably practicable after the Lender has received written notice thereof all relevant information with respect to such request (to the extent such information shall be readily available), but in all events within ten (10) Business Days of the receipt of such information at which time any Lender who shall have failed to respond to the Administrative Agent with its decision to consent to or reject the particular request prior to the expiration of such ten (10) Business Day period shall be deemed to have consented to the particular request; it being understood and agreed that, unless otherwise provided herein, the Administrative Agent shall exercise any and all rights and responsibilities on behalf of the Lenders in connection with an Event of Default. Additionally, only with the consent or approval of (i) all of the Revolving Lenders, the Administrative Agent may, subject to clause (ii) below (A) extend the final maturity of the Loans under the Revolving Facility or any Revolving Facility Note, reduce the interest rate or Revolving Facility Commitment Fee payable on, or extend the time of payment for, any installment of principal, interest or fees payable in connection with the Loans under the Revolving Facility, or issue Letters of Credit causing the aggregate outstanding amount of all such Letters of Credit issued to exceed Sixty Million and No/100 Dollars ($60,000,000.00), (B) increase the Percentage of the Revolving Facility Commitment Amount of any Revolving Facility Lender or increase the Revolving Facility Commitment Amount of any Revolving Facility Lender, other than pursuant to Section 1.8 of this Agreement, (C) release all or a substantial portion of the Collateral, except in accordance with the provisions of this Agreement and any applicable Loan Document, (D) amend the "Required Lenders" definition, (E) consent to the release of any Borrower or Guarantor from, or the assignment or transfer by any Borrower or Guarantor of any of its rights or obligations hereunder, except in accordance with the provisions of this Agreement and any applicable Loan Document, (F) amend, modify or waive any of the provisions set forth in this Section 10.3 or any other provision set forth in this Agreement or set forth in any other Loan Document specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or thereunder or make any determination or grant any consent hereunder or thereunder, (G) change the manner of application by the Administrative Agent of payments made under the Loan Documents, (H) change the method of calculation used in connection with the computation of interest, commissions or fees (which are payable for the ratable benefit of each Revolving Facility Lender), (I) amend, modify or waive any condition precedent set forth in Article 4, (J) make any Loans under the Revolving Facility available in any currency other than Dollars and/or an Alternative Currency, or (K) amend, modify or waive Section 1.5 of this Agreement or change the definition of “Alternative Currency”; and (ii) all of the Term Facility Lenders, the Administrative Agent may, subject to clause (i) above (A) extend the final maturity of the Loans under the Term Facility or any Term Facility Note, reduce the interest rate or extend the time of payment for any installment of principal, interest or fees payable in connection with the Loans under the Term Facility, (B) increase the Percentage of the Term Facility Commitment Amount of any Term Facility Lender or increase the Term Facility Commitment Amount of any Term Facility Lender, other than pursuant to Section 1.8 of this Agreement, (C) release all or a substantial portion of the Collateral, except in accordance with the provisions of this Agreement and any applicable Loan Document, (D) amend the "Required Lenders" definition, (E) consent to the release of any Borrower or Guarantor from, or the assignment or transfer by any Borrower or Guarantor of any of its rights or obligations hereunder, except in accordance with the provisions of this Agreement and any applicable Loan Document, (F) amend, modify or waive any of the provisions set forth in this Section 10.3 or any other provision set forth in this Agreement or set forth in any other Loan Document specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or thereunder or make any determination or grant any consent hereunder or thereunder, (G) change the manner of application by the Administrative Agent of payments made under the Loan Documents, (H) change the method of calculation used in connection with the computation of interest, commissions or fees (which are payable for the ratable benefit of each Term Facility Lender), or (I) amend, modify or waive any condition precedent set forth in Article 4. Each Lender agrees that its decision to approve or reject any request for an amendment or waiver with respect to this Agreement shall be made in good faith and as soon as reasonably practicable after the Lender has received all relevant information with respect to such request.
(iii) The Collateral Agent is authorized to enter into the Collection Account Agreement.
Appears in 1 contract
Samples: Business Loan and Security Agreement (ICF International, Inc.)
Exercise of Powers. (a) The Administrative Agent shall have the authority to take any action of the type specified in this Agreement or any other Loan Document as being within the Administrative Agent's rights, powers or discretion, as it determines in its sole discretion, except as provided in subsection (b) below, and except as provided herein or in any other Loan Document, when such action expressly requires the direction or consent of (i) The the Required Lenders, or (ii) all of the Lenders, in either of which circumstances the Administrative Agent, each Lender and each Secured Party further authorizes the Collateral Agent to shall not take such action as agent absent such direction or consent. Any action or inaction pursuant to such direction or consent shall be binding on its behalf and to exercise such powers under this Agreement and the other Transaction Documents as are expressly delegated to the Collateral Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. In furtherance, and without limiting the generality all of the foregoing, each Secured Party hereby appoints the Collateral Agent (acting at the direction of the Administrative Agent) as its agent to execute and deliver all further instruments and documents, and take all further action that the Administrative Agent deems necessary or desirable in order to perfect, protect or more fully evidence the security interests granted by the Borrower hereunder, or to enable any of them to exercise or enforce any of their respective rights hereunder, including, without limitation, the execution by the Collateral Agent as secured party/assignee of such financing or continuation statements, or amendments thereto or assignments thereof, relative to all or any of the Loan Assets now existing or hereafter arising, and such other instruments or notices, as may be necessary or appropriate for the purposes stated hereinabove. Nothing in this Section 9.02(b) shall be deemed to relieve the Borrower of its obligations to protect the interest of the Collateral Agent (for the benefit of the Secured Parties) in the Collateral, including to file financing and continuation statements in respect of the Collateral in accordance with Section 5.01(q) and (aa). In addition, the Collateral Agent may take any actions directed by the Administrative Agent from time to timeLenders.
(iib) Except as expressly provided hereinin this Agreement, the Collateral Administrative Agent shall not be under amend, modify, grant consents or waive any duty term or obligation to take any affirmative action to exercise or enforce any power, right or remedy available to it under provision of this Agreement unless and until (and to or any other Loan Document without the extent) expressly so directed by consent or approval of the Administrative Agent. The Collateral Agent shall not be liable for any action taken, suffered or omitted by it in accordance with the request or direction of any Secured Party, to the extent that this Agreement provides such Secured Party the right to so direct the Collateral AgentRequired Lenders, or the Administrative Agent. The Collateral Agent shall not be deemed to have notice or knowledge of any matter hereunder, including declare an Event of Default, unless a Responsible Officer provide formal written notice of default to any Borrower or exercise any rights or remedies against any ICF Entity without the prior consent of the Collateral Required Lenders. Each Lender agrees that its decision to consent to or reject any request by the Administrative Agent for permission to declare an Event of Default, provide formal notice thereof to any Borrower and/or exercise any rights or remedies arising by virtue of such default, shall be made as soon as reasonably practicable after the Lender has received written notice thereof hereunder.
all relevant information with respect to such request (to the extent such information shall be readily available), but in all events within ten (10) Business Days of the receipt of such information at which time any Lender who shall have failed to respond to the Administrative Agent with its decision to consent to or reject the particular request prior to the expiration of such ten (10) Business Day period shall be deemed to have consented to the particular request; it being understood and agreed that, unless otherwise provided herein, the Administrative Agent shall exercise any and all rights and responsibilities on behalf of the Lenders in connection with an Event of Default. Additionally, only with the consent or approval of all of the Lenders, the Administrative Agent may (i) extend the final maturity of the Loan or any Note, reduce the interest rate or Revolving Facility Commitment Fee payable on or extend the time of payment for any installment of principal, interest or fees payable in connection with the Loan, or issue Letters of Credit causing the aggregate outstanding amount of all such Letters of Credit issued to exceed Thirty Million and No/100 Dollars ($30,000,000.00), (ii) increase the Percentage of the Commitment Amount of any Lender or increase the Commitment Amount of any Lender, other than pursuant to Section 1.8 of this Agreement, (iii) The Collateral release all or a substantial portion of the Collateral, except in accordance with the provisions of this Agreement and any applicable Loan Document, (iv) amend the "Required Lenders" definition, (v) consent to the release of any Borrower from, or the assignment or transfer by any Borrower of any of its rights or obligations hereunder, except in accordance with the provisions of this Agreement and any applicable Loan Document, (vi) amend, modify or waive any of the provisions set forth in this Section 10.3, (vii) change the manner of application by the Administrative Agent is authorized of payments made under the Loan Documents, (viii) change the method of calculation used in connection with the computation of interest, commissions or fees (which are payable for the ratable benefit of each Lender), (ix) amend, modify or waive any condition precedent set forth in Article 4, or (x) amend, modify or waive Section 1.5 of this Agreement. Each Lender agrees that its decision to enter into approve or reject any request for an amendment or waiver with respect to this Agreement shall be made in good faith and as soon as reasonably practicable after the Collection Account AgreementLender has received all relevant information with respect to such request.
Appears in 1 contract
Samples: Business Loan and Security Agreement (ICF International, Inc.)
Exercise of Powers. (a) The Agents shall have the authority to take any action of the type specified in this Agreement or any other Loan Document as being within each Agent’s rights, powers or discretion, as it determines in its sole discretion, except as provided in subsection (b) below, and except as provided in any other Loan Document which expressly requires the direction or consent of (i) The Administrative Agentthe Required Lenders; or (ii) all of the Lenders, each Lender and each Secured Party further authorizes the Collateral in either of which circumstances such Agent to shall not take such action as agent absent such direction or consent. Any action or inaction pursuant to such direction or consent shall be binding on its behalf and to exercise such powers under this Agreement and the other Transaction Documents as are expressly delegated to the Collateral Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. In furtherance, and without limiting the generality all of the foregoing, each Secured Party hereby appoints the Collateral Agent (acting at the direction of the Administrative Agent) as its agent to execute and deliver all further instruments and documents, and take all further action that the Administrative Agent deems necessary or desirable in order to perfect, protect or more fully evidence the security interests granted by the Borrower hereunder, or to enable any of them to exercise or enforce any of their respective rights hereunder, including, without limitation, the execution by the Collateral Agent as secured party/assignee of such financing or continuation statements, or amendments thereto or assignments thereof, relative to all or any of the Loan Assets now existing or hereafter arising, and such other instruments or notices, as may be necessary or appropriate for the purposes stated hereinabove. Nothing in this Section 9.02(b) shall be deemed to relieve the Borrower of its obligations to protect the interest of the Collateral Agent (for the benefit of the Secured Parties) in the Collateral, including to file financing and continuation statements in respect of the Collateral in accordance with Section 5.01(q) and (aa). In addition, the Collateral Agent may take any actions directed by the Administrative Agent from time to timeLenders.
(iib) Except as expressly provided herein, the Collateral The Administrative Agent shall not be under in any duty material respect amend, modify, grant consents or obligation to take waive any affirmative action to exercise term or enforce any power, right or remedy available to it under provision of this Agreement unless and until (and to or any other Loan Document without the extent) expressly so directed by consent or approval of the Administrative Agent. The Collateral Agent shall not be liable for any action taken, suffered or omitted by it in accordance with the request or direction of any Secured Party, to the extent that this Agreement provides such Secured Party the right to so direct the Collateral AgentRequired Lenders, or the Administrative Agent. The Collateral Agent shall not be deemed to have notice or knowledge of any matter hereunder, including declare an Event of Default, unless a Responsible Officer provide formal written notice of default to any Borrower or exercise any rights or remedies against any Borrower without the prior consent of the Collateral Required Lenders. Each Lender agrees that its decision to consent to or reject any request by the Administrative Agent for permission to declare an Event of Default, provide formal notice thereof to any Borrower and/or exercise any rights or remedies arising by virtue of such default, shall be made as soon as reasonably practicable after the Lender has received written notice thereof all relevant information with respect to such request, but in all events within five (5) Business Days of the receipt of such information; it being understood and agreed that, unless otherwise provided herein, the Administrative Agent shall exercise any and all rights and responsibilities on behalf of the Lenders in connection with an Event of Default. Additionally, only with the consent or approval of all of the Lenders, the Administrative Agent may (a) extend the final maturity of the Loan or any Note, reduce the interest rate payable on or extend the time of payment for any installment of principal, interest or fees payable in connection with the Loan, or issue Letters of Credit which would (i) have an expiration date beyond the Maturity Date, except as otherwise expressly provided in this Agreement, or (ii) cause the aggregate outstanding amount of all such Letters of Credit issued to exceed the Dollar Equivalent Amount of Fifteen Million Dollars ($15,000,000); (b) except in connection with any Incremental Revolving Facility Commitment (as provided under Section 1.8 of this Agreement), change the Percentage of the Commitment Amount of any Lender, (c) release all or a substantial portion of the Collateral, except in accordance with the provisions of any applicable Loan Document, (d) amend the definition of the Required Lenders, (e) consent to the assignment or transfer by any Borrower of any of its rights or obligations hereunder, (f) amend, modify or waive any provisions of this Section 10.3, (g) change the manner of application by the Administrative Agent of payments made under the Loan Documents, or (h) change the method of calculation used in connection with the computation of interest, commissions or fees. Each Lender agrees that its decision to approve or reject any request for an amendment or waiver with respect to this Agreement shall be made as soon as reasonably practicable after the Lender has received all relevant information with respect to such request.
(iii) The Collateral Agent is authorized to enter into the Collection Account Agreement.
Appears in 1 contract
Samples: Credit and Security Agreement (Mantech International Corp)
