Lien Release Events; Release/Subordination Events; Guaranty Release Events. Each Agent, each Lender (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank), each Issuing Bank and each other Secured Party irrevocably authorizes the Administrative Agent and Collateral Agent to be its agent for and its representative with respect to the Guaranty, the Collateral and the Collateral Documents, and each agrees that, notwithstanding anything to the contrary in any Loan Document: (i) Liens on any property granted to or held by an Agent or in favor of any Secured Party under any Loan Document or otherwise will be automatically and immediately released, and each Secured Party irrevocably authorizes and directs the Agents to enter into, and each agrees that it will enter into, the necessary or advisable documents requested by the Borrower and associated therewith, upon the occurrence of any of the following events (each, a “Lien Release Event”), (A) the payment in full in cash of all the Obligations (other than (1) Cash Management Obligations, Obligations in respect of Secured Hedge Agreements and contingent obligations in respect of which no claim has been made and (2) obligations in respect of Letters of Credit that have been backstopped or cash collateralized on terms satisfactory to the applicable Issuing Bank) and the termination of all Commitments and the cash collateralization of all outstanding Letters of Credit to the extent required hereunder; (B) a transfer of the property subject to such Lien as part of, or in connection with, a transaction that is permitted (or not prohibited) by the terms of the Loan Documents as of the Closing Date to any Person that is not a Loan Party; (C) with respect to property owned by any Guarantor or with respect to which any Guarantor has rights, the release of such Guarantor from its obligations under its Guaranty pursuant to a Guaranty Release Event; (D) the approval, authorization or ratification of the release of such Lien by the Required Lenders or by such percentage of the Lenders as may be required pursuant to Section 11.01; (E) such property becoming an Excluded Asset or Excluded Equity Interest; and/or (F) as to the assets owned by such Excluded Subsidiary (or with respect to which an Excluded Subsidiary (and no Loan Party) has rights), upon any Person becoming an Excluded Subsidiary. (ii) upon the request of the Borrower (such request, the “Release/Subordination Event”) it will release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document as of the Closing Date to the holder of any Lien on such property that is permitted (or not prohibited) by Section 7.01(d); (iii) a Subsidiary Guarantor will be automatically and immediately released from its obligations under the Guaranty upon (A) such Subsidiary Guarantor ceasing to be a Subsidiary of the Borrower, (B) such Subsidiary Guarantor ceasing to be a Material Subsidiary, or (C) such Subsidiary Guarantor becoming an Excluded Subsidiary (clauses (A)-(C), each a “Guaranty Release Event”), and each Secured Party irrevocably authorizes and directs the Agents to enter into, and each Agent agrees it will enter into, the necessary and advisable documents requested by the Borrower to (1) release (or acknowledge the release of) such Subsidiary Guarantor from its obligations under the Guaranty and (2) release (or acknowledge the release of) any Liens granted by such Subsidiary or Liens on the Equity Interests of such Subsidiary; provided that any release of a Guarantor on account of such Guarantor becoming an Excluded Subsidiary of the type described in clause (a) of the definition thereof shall constitute an Investment by the applicable Loan Party in such Subsidiary at the date of such release in an amount equal to the fair market value of the Equity Interests of such Subsidiary that continues to be held by such Loan Party and such Investments shall be permitted at such time (and if not permitted, no such release shall occur); provided further that any release of a Subsidiary Guarantor on account of a Designation Election shall constitute an Investment by the applicable Loan Party in such Subsidiary at the date of such release in an amount equal to the fair market value of the Equity Interests of such Subsidiary that continues to be held by such Loan Party and such Investments shall be permitted at such time (and if not permitted, no such release shall occur).
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Samples: Credit Agreement (Ironwood Pharmaceuticals Inc), Credit Agreement (Ironwood Pharmaceuticals Inc)
Lien Release Events; Release/Subordination Events; Guaranty Release Events. Each Agent, each Lender (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank), each Issuing Bank and each other Secured Party irrevocably authorizes the Administrative Agent and Collateral Agent to be its agent for and its representative with respect to the Guaranty, the Collateral and the Collateral Documents, and each agrees that, notwithstanding anything to the contrary in any Loan Document:
(i) Liens on any property granted to or held by an Agent or in favor of any Secured Party under any Loan Document or otherwise will be automatically and immediately released, and each Secured Party irrevocably authorizes and directs the Agents to enter into, and each agrees that it will enter into, the necessary or advisable documents requested by the Borrower and associated therewith, upon the occurrence of any of the following events (each, a “Lien Release Event”),
(A) the payment in full in cash of all the Obligations (other than (1) Cash Management Obligations, Obligations in respect of Secured Hedge Agreements and contingent obligations in respect of which no claim has been made and (2) obligations in respect of Letters of Credit that have been backstopped or cash collateralized on terms in a manner satisfactory to the applicable Issuing Bank) and the termination of all Commitments and the cash collateralization of all outstanding Letters of Credit Bank or Cash Collateralized in an amount equal to the extent required hereunderMinimum Collateral Amount);
(B) a transfer of the property subject to such Lien as part of, or in connection with, a transaction that is permitted (or not prohibited) by the terms of the Loan Documents as of the Closing Date to any Person that is not a Loan Party;
(C) with respect to property owned by any Guarantor or with respect to which any Guarantor has rights, the release of such Guarantor from its obligations under its Guaranty pursuant to a Guaranty Release Event;
(D) the approval, authorization or ratification of the release of such Lien by the Required Lenders or by such percentage of the Lenders as may be required pursuant to Section 11.0110.01;
(E) such property becoming an Excluded Asset or Asset, Excluded Equity Interest; and/orInterest or an asset owned by an Excluded Subsidiary;
(F) as to the assets owned by such Excluded any Subsidiary (or with respect to which Guarantor that becomes an Excluded Subsidiary (and no Loan Party) has rights)Subsidiary, upon any Person such Subsidiary Guarantor becoming an Excluded Subsidiary.;
(iiG) any such property becoming subject to a Securitization Financing to the extent required by the terms of such Securitization Financing;
(H) in accordance with Section 6.11(b)(ii)(E) with respect to any Mortgaged Property; and/or
(I) upon the request of the Borrower (such request, the “Release/Subordination Event”) it will release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document as of the Closing Date to the holder of any Lien on such property that is permitted (or not prohibited) by Section 7.01(d);
(iiiii) a Subsidiary Guarantor will be automatically and immediately released from its obligations under the Guaranty upon (A) such Subsidiary Guarantor ceasing to be a Subsidiary of the Borrower, (B) such Subsidiary Guarantor ceasing to be a Material SubsidiarySubsidiary as a result of a disposition of Equity Interests in such Guarantor to a third party Person pursuant to a bona fide transaction and not for the purpose of, or primarily in contemplation of, this subclause (B), or (C) such Subsidiary Guarantor becoming an Excluded Subsidiary; provided, however, that no such release shall occur pursuant to this subclause (C) with respect to any Subsidiary Guarantor that becomes an Excluded Subsidiary as a result of clause (a) of the definition thereof, unless such release was a result of a disposition of Equity Interests in such Subsidiary Guarantor to a third party Person pursuant to a bona fide transaction and not for the purpose of, or primarily in contemplation of, this subclause (C) (clauses (A)-(C), each a “Guaranty Release Event”), and each Secured Party irrevocably authorizes and directs the Agents to enter into, and each Agent agrees it will enter into, the necessary and advisable documents requested by the Borrower to (1) release (or acknowledge the release of) such Subsidiary Guarantor from its obligations under the Guaranty and (2) release (or acknowledge the release of) any Liens granted by such Subsidiary or Liens on the Equity Interests of such Subsidiary;
(iii) [reserved];
(iv) the Administrative Agent and the Collateral Agent will exclusively exercise the rights and remedies under the Loan Documents, and neither the Lenders nor any other Secured Party will exercise such rights and remedies (other than the Required Lenders exercising such rights and remedies through the Administrative Agent); provided that the foregoing shall not preclude any release Lender from exercising any right of set-off in accordance with the provisions of Section 10.09, enforcing compliance with the provisions set forth in Section 10.01(b) or from exercising rights and remedies (other than the enforcement of Collateral) with respect to any payment default after the occurrence of the Maturity Date with respect to any Loans made by it or filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a Guarantor proceeding relative to any Loan Party under any Debtor Relief Law; and
(v) the Lenders and other Secured Parties irrevocably authorize and instruct the Administrative Agent and Collateral Agent to, from time to time on account and after the Closing Date, without any further consent of such Guarantor becoming an Excluded Subsidiary any Lender, Issuing Bank, counterparty to any Cash Management Obligation or Secured Hedge Agreement or other Secured Party, enter into any Intercreditor Agreement with the collateral agent or other representative of the type described in clause holders of Indebtedness that is secured by a Lien on Collateral that is not prohibited (aincluding with respect to priority) of the definition thereof shall constitute an Investment by the applicable Loan Party in such Subsidiary at the date of such release in an amount equal to the fair market value of the Equity Interests of such Subsidiary that continues to be held by such Loan Party and such Investments shall be permitted at such time (and if not permitted, no such release shall occur); provided further that any release of a Subsidiary Guarantor on account of a Designation Election shall constitute an Investment by the applicable Loan Party in such Subsidiary at the date of such release in an amount equal to the fair market value of the Equity Interests of such Subsidiary that continues to be held by such Loan Party and such Investments shall be permitted at such time (and if not permitted, no such release shall occur)under this Agreement.
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Lien Release Events; Release/Subordination Events; Guaranty Release Events. Each Agent, each Lender (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank), each Issuing Bank and each other Secured Party irrevocably authorizes the Administrative Agent and Collateral Agent to be its agent for and its representative with respect to the Guaranty, the Collateral and the Collateral Documents, and each agrees that, notwithstanding anything to the contrary in any Loan Document:
(i) Liens on any property granted to or held by an Agent or in favor of any Secured Party under any Loan Document or otherwise will be automatically and immediately released, and each Secured Party irrevocably authorizes and directs the Agents to enter into, and each agrees that it will enter into, the necessary or advisable documents requested by the Borrower and associated therewith, upon the occurrence of any of the following events (each, a “Lien Release Event”),
(A) the payment in full in cash of all the Obligations (other than (1) Cash Management Obligations, Obligations in respect of Secured Hedge Agreements and contingent obligations in respect of which no claim has been made and (2) obligations in respect of Letters of Credit that have been backstopped or cash collateralized on terms in a manner satisfactory to the applicable Issuing Bank) and the termination of all Commitments and the cash collateralization of all outstanding Letters of Credit Bank or Cash Collateralized in an amount equal to the extent required hereunderMinimum Collateral Amount);
(B) a transfer of the property subject to such Lien as part of, or in connection with, a transaction that is permitted (or not prohibited) by the terms of the Loan Documents as of the Closing Date to any Person that is not a Loan Party;
(C) with respect to property owned by any Guarantor or with respect to which any Guarantor has rights, the release of such Guarantor from its obligations under its Guaranty pursuant to a Guaranty Release Event;
(D) the approval, authorization or ratification of the release of such Lien by the Required Lenders or by such percentage of the Lenders as may be required pursuant to Section 11.0110.01;
(E) such property becoming an Excluded Asset or Asset, Excluded Equity Interest; and/orInterest or an asset owned by an Excluded Subsidiary;
(F) as to the assets owned by such Excluded any Subsidiary (or with respect to which Guarantor that becomes an Excluded Subsidiary (and no Loan Party) has rights)Subsidiary, upon any Person such Subsidiary Guarantor becoming an Excluded Subsidiary.;
(iiG) any such property becoming subject to a Securitization Financing to the extent required by the terms of such Securitization Financing;
(H) upon the request of the Borrower (such request, the “Release/Subordination Event”) it will release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document as of the Closing Date to the holder of any Lien on such property that is permitted (or not prohibited) by Section 7.01(d);
(iiiii) a Subsidiary Guarantor will be automatically and immediately released from its obligations under the Guaranty upon (A) such Subsidiary Guarantor ceasing to be a Subsidiary of the Borrower, (B) such Subsidiary Guarantor ceasing to be a Material SubsidiarySubsidiary as a result of a disposition of Equity Interests in such Guarantor to a third party Person pursuant to a bona fide transaction and not for the purpose of, or primarily in contemplation of, this subclause (B), or (C) such Subsidiary Guarantor becoming an Excluded Subsidiary; provided, however, that no such release shall occur pursuant to this subclause (C) with respect to any Subsidiary Guarantor that becomes an Excluded Subsidiary as a result of clause (a) of the definition thereof, unless such release was a result of a disposition of Equity Interests in such Subsidiary Guarantor to a third party Person pursuant to a bona fide transaction and not for the purpose of, or primarily in contemplation of, this subclause (C) (clauses (A)-(C), each a “Guaranty Release Event”), and each Secured Party irrevocably authorizes and directs the Agents to enter into, and each Agent agrees it will enter into, the necessary and advisable documents requested by the Borrower to (1) release (or acknowledge the release of) such Subsidiary Guarantor from its obligations under the Guaranty and (2) release (or acknowledge the release of) any Liens granted by such Subsidiary or Liens on the Equity Interests of such Subsidiary;
(iii) [reserved];
(iv) the Administrative Agent and the Collateral Agent will exclusively exercise the rights and remedies under the Loan Documents, and neither the Lenders nor any other Secured Party will exercise such rights and remedies (other than the Required Lenders exercising such rights and remedies through the Administrative Agent); provided that the foregoing shall not preclude any release Lender from exercising any right of set-off in accordance with the provisions of Section 10.09, enforcing compliance with the provisions set forth in Section 10.01(b) or from exercising rights and remedies (other than the enforcement of Collateral) with respect to any payment default after the occurrence of the Maturity Date with respect to any Loans made by it or filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a Guarantor proceeding relative to any Loan Party under any Debtor Relief Law; and
(v) the Lenders and other Secured Parties irrevocably authorize and instruct the Administrative Agent and Collateral Agent to, from time to time on account and after the Closing Date, without any further consent of such Guarantor becoming an Excluded Subsidiary any Lender, Issuing Bank, counterparty to any Cash Management Obligation or Secured Hedge Agreement or other Secured Party, enter into any Intercreditor Agreement with the collateral agent or other representative of the type described in clause holders of Indebtedness that is secured by a Lien on Collateral that is not prohibited (aincluding with respect to priority) of the definition thereof shall constitute an Investment by the applicable Loan Party in such Subsidiary at the date of such release in an amount equal to the fair market value of the Equity Interests of such Subsidiary that continues to be held by such Loan Party and such Investments shall be permitted at such time (and if not permitted, no such release shall occur); provided further that any release of a Subsidiary Guarantor on account of a Designation Election shall constitute an Investment by the applicable Loan Party in such Subsidiary at the date of such release in an amount equal to the fair market value of the Equity Interests of such Subsidiary that continues to be held by such Loan Party and such Investments shall be permitted at such time (and if not permitted, no such release shall occur)under this Agreement.
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