Related Swap Contracts and Secured Cash Management Arrangements. All obligations of any Loan Party under or in respect of Related Swap Contracts and Secured Cash Management Arrangements shall be deemed to be Guaranteed Liabilities, and each Hedge Bank or Cash Management Bank party to any such Related Swap Contract or Secured Cash Management Arrangement shall be deemed to be a Secured Party hereunder with respect to such Guaranteed Liabilities; provided, however, that such obligations under or in respect of any Related Swap Contract shall cease to be Guaranteed Liabilities at such time, prior to the Facility Termination Date, as the applicable Hedge Bank (or Affiliate of such Person) shall cease to be a “Hedge Bank” under the Credit Agreement. No Person who obtains the benefit of this Guaranty Agreement by virtue of the provisions of this Section shall have, prior to the Facility Termination Date, any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document or otherwise in respect of the Guarantors’ Obligations (including the release or modification of any Guarantors’ Obligations or security therefor) other than in its capacity as a Lender and only to the extent expressly provided in the Loan Documents. Notwithstanding any other provisions of this Guaranty Agreement to the contrary, the Administrative Agent shall only be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, the Guaranteed Liabilities arising under Related Swap Contracts and Secured Cash Management Arrangements to the extent the Administrative Agent has received written notice of such Obligations, together with such supportive documentation as it may request from the applicable Lender or Affiliate of a Lender. The Administrative Agent shall not be required to verify the payment of, or that any other satisfactory arrangements have been made with respect to, obligations arising under Secured Cash Management Agreements and Related Swap Contracts in the case of a Facility Termination Date. Each Secured Party not a party to the Credit Agreement who obtains the benefit of this Guaranty Agreement by virtue of the provisions of this Section shall be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of the Credit Agreement, and that with respect to the actions and omissions of the Administrative Agent hereunder or otherwise relating hereto that do or may affect such Secured Party, the Administrative Agent and each of its Related Parties shall be entitled to all the rights, benefits and immunities conferred under Article IX of the Credit Agreement.
Appears in 4 contracts
Samples: Subsidiary Guaranty Agreement (Sonic Automotive Inc), Company Guaranty Agreement (Sonic Automotive Inc), Subsidiary Guaranty Agreement (Sonic Automotive Inc)
Related Swap Contracts and Secured Cash Management Arrangements. All obligations of any Loan Party under or in respect of Related Swap Contracts and Secured Cash Management Arrangements shall be deemed to be Guaranteed Liabilities, and each Hedge Bank or Cash Management Bank party to any such Related Swap Contract or Secured Cash Management Arrangement shall be deemed to be a Revolving Secured Party hereunder with respect to such Guaranteed Liabilities; provided, however, that such obligations under or in respect of any Related Swap Contract shall cease to be Guaranteed Liabilities at such time, prior to the Facility Termination Date, as the applicable Hedge Bank (or Affiliate of such Person) shall cease to be a “Hedge Bank” under the Revolving Credit Agreement. No Person who obtains the benefit of this Guaranty Agreement by virtue of the provisions of this Section shall have, prior to the Facility Termination Date, any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document or otherwise in respect of the Guarantors’ Obligations (including the release or modification of any Guarantors’ Obligations or security therefor) other than in its capacity as a Lender and only to the extent expressly provided in the Loan Documents. Notwithstanding any other provisions of this Guaranty Agreement to the contrary, the Administrative Agent shall only be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, the Guaranteed Liabilities arising under Related Swap Contracts and Secured Cash Management Arrangements to the extent the Administrative Agent has received written notice of such Obligations, together with such supportive documentation as it may request from the applicable Lender or Affiliate of a Lender. The Administrative Agent shall not be required to verify the payment of, or that any other satisfactory arrangements have been made with respect to, obligations arising under Secured Cash Management Agreements and Related Swap Contracts in the case of a Facility Termination Date. Each Revolving Secured Party not a party to the Revolving Credit Agreement who obtains the benefit of this Guaranty Agreement by virtue of the provisions of this Section shall be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of the Revolving Credit Agreement, and that with respect to the actions and omissions of the Administrative Agent hereunder or otherwise relating hereto that do or may affect such Revolving Secured Party, the Administrative Agent and each of its Related Parties shall be entitled to all the rights, benefits and immunities conferred under Article IX of the Revolving Credit Agreement.
Appears in 4 contracts
Samples: Subsidiary Guaranty Agreement, Subsidiary Guaranty Agreement (Sonic Automotive Inc), Credit Agreement (Sonic Automotive Inc)
Related Swap Contracts and Secured Cash Management Arrangements. All obligations of any Loan Party each Revolving Grantor under or in respect of Related Swap Contracts and Secured Cash Management Arrangements other than Excluded Swap Obligations shall be deemed to be Guaranteed LiabilitiesRevolving Secured Obligations secured hereby, and each Hedge Bank or Cash Management Bank party to any such Related Swap Contract or Secured Cash Management Arrangement Arrangements shall be deemed to be a Revolving Secured Party hereunder with respect to such Guaranteed LiabilitiesRevolving Secured Obligations; provided, however, that such obligations under or in respect of any Related Swap Contract shall cease to be Guaranteed Liabilities Revolving Secured Obligations at such time, prior to the Facility Termination DateDate (as defined in the Revolving Credit Agreement), as the applicable Hedge Bank (or Affiliate of such Person) shall cease to be a “Hedge Bank” under the Revolving Credit Agreement. No Person who obtains the benefit of this Guaranty Agreement any Lien by virtue of the provisions of this Section shall have, prior to the Facility Termination Date, have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Revolving Loan Document or otherwise in respect of the Guarantors’ Obligations Revolving Collateral (including the release or modification impairment of any Guarantors’ Obligations or security thereforRevolving Collateral) other than in its capacity as a Revolving Lender and only to the extent expressly provided in the Revolving Loan Documents. Notwithstanding any other provisions provision of this Guaranty Security Agreement to the contrary, the Revolving Administrative Agent shall only be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, the Guaranteed Liabilities Revolving Secured Obligations arising under Related Swap Contracts and or Secured Cash Management Arrangements to the extent the Revolving Administrative Agent has received written notice of such Obligations, Revolving Secured Obligations together with such supportive documentation as it may request from the applicable Revolving Lender or Affiliate of a Revolving Lender. The Administrative Agent shall not be required to verify the payment of, or that any other satisfactory arrangements have been made with respect to, obligations arising under Secured Cash Management Agreements and Related Swap Contracts in the case of a Facility Termination Date. Each Revolving Secured Party not a party to the either Revolving Credit Agreement who obtains the benefit of this Guaranty Security Agreement by virtue of the provisions of this Section shall be deemed to have acknowledged and accepted the appointment of the Revolving Administrative Agent pursuant to the terms of the Revolving Credit Agreement, and that with respect to the actions and omissions of the Revolving Administrative Agent hereunder or otherwise relating hereto that do or may affect such Revolving Secured Party, the Revolving Administrative Agent and each of its Related Parties shall be entitled to all the rights, benefits and immunities conferred under Article IX of the Revolving Credit Agreement.
Appears in 3 contracts
Samples: Security Agreement, Security Agreement (Sonic Automotive Inc), Credit Agreement (Sonic Automotive Inc)
Related Swap Contracts and Secured Cash Management Arrangements. All obligations of any Loan Party Pledgor under or in respect of Related Swap Contracts and Secured Cash Management Arrangements other than Excluded Swap Obligations shall be deemed to be Guaranteed LiabilitiesSecured Obligations secured hereby, and each Hedge Bank or Cash Management Bank party to any such Related Swap Contract or Secured Cash Management Arrangement shall be deemed to be a Revolving Secured Party hereunder with respect to such Guaranteed LiabilitiesSecured Obligations; provided, however, that such obligations under or in respect of any Related Swap Contract shall cease to be Guaranteed Liabilities Secured Obligations at such time, prior to the Facility Termination Date, as the applicable Hedge Bank (or Affiliate of such Person) shall cease to be a “Hedge Bank” under the Revolving Credit Agreement. No Person who obtains the benefit of this Guaranty Agreement any Lien by virtue of the provisions of this Section shall have, prior to the Facility Termination Date, have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document or otherwise in respect of the Guarantors’ Obligations Collateral (including the release or modification impairment of any Guarantors’ Obligations or security thereforCollateral) other than in its capacity as a Lender and only to the extent expressly provided in the Loan Documents. Notwithstanding any other provisions of this Guaranty Pledge Agreement to the contrary, the Administrative Agent shall only be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, the Guaranteed Liabilities Secured Obligations arising under Related Swap Contracts and or Secured Cash Management Arrangements to the extent the Administrative Agent has received written notice of such Obligations, together with such supportive documentation as it may request from the applicable Lender or Affiliate of a Lender. The Administrative Agent shall not be required to verify the payment of, or that any other satisfactory arrangements have been made with respect to, obligations arising under Secured Cash Management Agreements and Related Swap Contracts in the case of a Facility Termination Date. Each Revolving Secured Party not a party to the Revolving Credit Agreement who obtains the benefit of this Guaranty Pledge Agreement by virtue of the provisions of this Section shall be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of the Revolving Credit Agreement, and that with respect to the actions and omissions of the Administrative Agent hereunder or otherwise relating hereto that do or may affect such Revolving Secured Party, the Administrative Agent and each of its Related Parties shall be entitled to all the rights, benefits and immunities conferred under Article IX of the Revolving Credit Agreement.
Appears in 3 contracts
Samples: Securities Pledge Agreement (Sonic Automotive Inc), Credit Agreement (Sonic Automotive Inc), Securities Pledge Agreement (Sonic Automotive Inc)
Related Swap Contracts and Secured Cash Management Arrangements. All obligations of any Loan Party each Revolving Grantor under or in respect of Related Swap Contracts and Secured Cash Management Arrangements to which any Revolving Lender or its Affiliates is a party shall be deemed to be Guaranteed LiabilitiesRevolving Secured Obligations secured hereby, and each Hedge Bank Revolving Lender or Cash Management Bank Affiliate of a Revolving Lender party to any such Related Swap Contract or Secured Cash Management Arrangement Arrangements shall be deemed to be a Revolving Secured Party hereunder with respect to such Guaranteed LiabilitiesRevolving Secured Obligations; provided, however, that such obligations under or in respect of any Related Swap Contract shall cease to be Guaranteed Liabilities Revolving Secured Obligations at such time, prior to the Facility Termination DateDate (as defined in the Revolving Credit Agreement), as the applicable Hedge Bank such Person (or Affiliate of such Person) shall cease to be a “Hedge BankLender” under the Revolving Credit Agreement. No Person who obtains the benefit of this Guaranty Agreement any Lien by virtue of the provisions of this Section shall have, prior to the Facility Termination Date, have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Revolving Loan Document or otherwise in respect of the Guarantors’ Obligations Revolving Collateral (including the release or modification impairment of any Guarantors’ Obligations or security thereforRevolving Collateral) other than in its capacity as a Revolving Lender and only to the extent expressly provided in the Revolving Loan Documents. Notwithstanding any other provisions provision of this Guaranty Security Agreement to the contrary, the Revolving Administrative Agent shall only be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, the Guaranteed Liabilities Revolving Secured Obligations arising under Related Swap Contracts and or Secured Cash Management Arrangements to the extent the Revolving Administrative Agent has received written notice of such Obligations, Revolving Secured Obligations together with such supportive documentation as it may request from the applicable Revolving Lender or Affiliate of a Revolving Lender. The Administrative Agent shall not be required to verify the payment of, or that any other satisfactory arrangements have been made with respect to, obligations arising under Secured Cash Management Agreements and Related Swap Contracts in the case of a Facility Termination Date. Each Revolving Secured Party not a party to the either Revolving Credit Agreement who obtains the benefit of this Guaranty Security Agreement by virtue of the provisions of this Section shall be deemed to have acknowledged and accepted the appointment of the Revolving Administrative Agent pursuant to the terms of the Revolving Credit Agreement, and that with respect to the actions and omissions of the Revolving Administrative Agent hereunder or otherwise relating hereto that do or may affect such Revolving Secured Party, the Revolving Administrative Agent and each of its Related Parties shall be entitled to all the rights, benefits and immunities conferred under Article IX of the Revolving Credit Agreement.
Appears in 2 contracts
Samples: Security Agreement (Sonic Automotive Inc), Security Agreement (Sonic Automotive Inc)
Related Swap Contracts and Secured Cash Management Arrangements. All obligations of any Loan Party under or in respect of Related Swap Contracts and Secured Cash Management Arrangements (which are not prohibited under the terms of the Revolving Credit Agreement) to which any Lender or any Affiliate of any Lender is a party, shall be deemed to be Guaranteed Liabilities, and each Hedge Bank Lender or Cash Management Bank Affiliate of a Lender party to any such Related Swap Contract or Secured Cash Management Arrangement shall be deemed to be a Revolving Secured Party hereunder with respect to such Guaranteed Liabilities; provided, however, that such obligations under or in respect of any Related Swap Contract shall cease to be Guaranteed Liabilities at such time, prior to the Facility Termination Date, as the applicable Hedge Bank such Person (or Affiliate of such Person) shall cease to be a “Hedge BankLender” under the Revolving Credit Agreement. No Person who obtains the benefit of this Guaranty Agreement by virtue of the provisions of this Section shall have, prior to the Facility Termination Date, any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document or otherwise in respect of the Guarantors’ Obligations (including the release or modification of any Guarantors’ Obligations or security therefor) other than in its capacity as a Lender and only to the extent expressly provided in the Loan Documents. Notwithstanding any other provisions of this Guaranty Agreement to the contrary, the Administrative Agent shall only be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, the Guaranteed Liabilities arising under Related Swap Contracts and Secured Cash Management Arrangements to the extent the Administrative Agent has received written notice of such Obligations, together with such supportive documentation as it may request from the applicable Lender or Affiliate of a Lender. The Administrative Agent shall not be required to verify the payment of, or that any other satisfactory arrangements have been made with respect to, obligations arising under Secured Cash Management Agreements and Related Swap Contracts in the case of a Facility Termination Date. Each Revolving Secured Party not a party to the Revolving Credit Agreement who obtains the benefit of this Guaranty Agreement by virtue of the provisions of this Section shall be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of the Revolving Credit Agreement, and that with respect to the actions and omissions of the Administrative Agent hereunder or otherwise relating hereto that do or may affect such Revolving Secured Party, the Administrative Agent and each of its Related Parties shall be entitled to all the rights, benefits and immunities conferred under Article IX of the Revolving Credit Agreement.
Appears in 2 contracts
Samples: Subsidiary Guaranty Agreement (Sonic Automotive Inc), Subsidiary Guaranty Agreement (Sonic Automotive Inc)
Related Swap Contracts and Secured Cash Management Arrangements. All obligations of any Loan Party Pledgor under or in respect of Related Swap Contracts and Secured Cash Management Arrangements other than Excluded Swap Obligations shall be deemed to be Guaranteed LiabilitiesSecured Obligations secured hereby, and each Hedge Bank or Cash Management Bank party to any such Related Swap Contract or Secured Cash Management Arrangement shall be deemed to be a Secured Party hereunder with respect to such Guaranteed LiabilitiesSecured Obligations; provided, however, that such obligations under or in respect of any Related Swap Contract shall cease to be Guaranteed Liabilities Secured Obligations at such time, prior to the Facility Termination Date, as the applicable Hedge Bank (or Affiliate of such Person) shall cease to be a “Hedge Bank” under the Credit Agreement. No Person who obtains the benefit of this Guaranty Agreement any Lien by virtue of the provisions of this Section shall have, prior to the Facility Termination Date, have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document or otherwise in respect of the Guarantors’ Obligations Collateral (including the release or modification impairment of any Guarantors’ Obligations or security thereforCollateral) other than in its capacity as a Lender and only to the extent expressly provided in the Loan Documents. Notwithstanding any other provisions of this Guaranty Pledge Agreement to the contrary, the Administrative Agent shall only be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, the Guaranteed Liabilities Secured Obligations arising under Related Swap Contracts and or Secured Cash Management Arrangements to the extent the Administrative Agent has received written notice of such Obligations, together with such supportive documentation as it may request from the applicable Lender or Affiliate of a Lender. The Administrative Agent shall not be required to verify the payment of, or that any other satisfactory arrangements have been made with respect to, obligations arising under Secured Cash Management Agreements and Related Swap Contracts in the case of a Facility Termination Date. Each Secured Party not a party to the Credit Agreement who obtains the benefit of this Guaranty Pledge Agreement by virtue of the provisions of this Section shall be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of the Credit Agreement, and that with respect to the actions and omissions of the Administrative Agent hereunder or otherwise relating hereto that do or may affect such Secured Party, the Administrative Agent and each of its Related Parties shall be entitled to all the rights, benefits and immunities conferred under Article IX of the Credit Agreement.
Appears in 2 contracts
Samples: Securities Pledge Agreement (Sonic Automotive Inc), Securities Pledge Agreement (Sonic Automotive Inc)
Related Swap Contracts and Secured Cash Management Arrangements. All obligations of any Loan Party each Grantor under or in respect of Related Swap Contracts and Secured Cash Management Arrangements other than Excluded Swap Obligations shall be deemed to be Guaranteed LiabilitiesSecured Obligations secured hereby, and each Hedge Bank or Cash Management Bank party to any such Related Swap Contract or Secured Cash Management Arrangement Arrangements shall be deemed to be a Secured Party hereunder with respect to such Guaranteed LiabilitiesSecured Obligations; provided, however, that such obligations under or in respect of any Related Swap Contract shall cease to be Guaranteed Liabilities Secured Obligations at such time, prior to the Facility Termination DateDate (as defined in the Credit Agreement), as the applicable Hedge Bank (or Affiliate of such Person) shall cease to be a “Hedge Bank” under the Credit Agreement. No Person who obtains the benefit of this Guaranty Agreement any Lien by virtue of the provisions of this Section shall have, prior to the Facility Termination Date, have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document or otherwise in respect of the Guarantors’ Obligations Collateral (including the release or modification impairment of any Guarantors’ Obligations or security thereforCollateral) other than in its capacity as a Lender and only to the extent expressly provided in the Loan Documents. Notwithstanding any other provisions provision of this Guaranty Security Agreement to the contrary, the Administrative Agent shall only be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, the Guaranteed Liabilities Secured Obligations arising under Related Swap Contracts and or Secured Cash Management Arrangements to the extent the Administrative Agent has received written notice of such Obligations, Secured Obligations together with such supportive documentation as it may request from the applicable Lender or Affiliate of a Lender. The Administrative Agent shall not be required to verify the payment of, or that any other satisfactory arrangements have been made with respect to, obligations arising under Secured Cash Management Agreements and Related Swap Contracts in the case of a Facility Termination Date. Each Secured Party not a party to the the Credit Agreement who obtains the benefit of this Guaranty Security Agreement by virtue of the provisions of this Section shall be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of the Credit Agreement, and that with respect to the actions and omissions of the Administrative Agent hereunder or otherwise relating hereto that do or may affect such Secured Party, the Administrative Agent and each of its Related Parties shall be entitled to all the rights, benefits and immunities conferred under Article IX of the Credit Agreement.
Appears in 2 contracts
Samples: Security Agreement (Sonic Automotive Inc), Security Agreement (Sonic Automotive Inc)
Related Swap Contracts and Secured Cash Management Arrangements. All obligations of any Loan Party Pledgor under or in respect of Related Swap Contracts and Secured Cash Management Arrangements (which are not prohibited under the terms of the Revolving Credit Agreement) to which any Lender or any Affiliate of any Lender is a party, shall be deemed to be Guaranteed LiabilitiesSecured Obligations secured hereby, and each Hedge Bank Lender or Cash Management Bank Affiliate of a Lender party to any such Related Swap Contract or Secured Cash Management Arrangement shall be deemed to be a Revolving Secured Party hereunder with respect to such Guaranteed LiabilitiesSecured Obligations; provided, however, that such obligations under or in respect of any Related Swap Contract shall cease to be Guaranteed Liabilities Secured Obligations at such time, prior to the Facility Termination Date, as the applicable Hedge Bank such Person (or Affiliate of such Person) shall cease to be a “Hedge BankLender” under the Revolving Credit Agreement. No Person who obtains the benefit of this Guaranty Agreement any Lien by virtue of the provisions of this Section shall have, prior to the Facility Termination Date, have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document or otherwise in respect of the Guarantors’ Obligations Collateral (including the release or modification impairment of any Guarantors’ Obligations or security thereforCollateral) other than in its capacity as a Lender and only to the extent expressly provided in the Loan Documents. Notwithstanding any other provisions of this Guaranty Pledge Agreement to the contrary, the Administrative Agent shall only be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, the Guaranteed Liabilities Secured Obligations arising under Related Swap Contracts and or Secured Cash Management Arrangements to the extent the Administrative Agent has received written notice of such Obligations, together with such supportive documentation as it may request from the applicable Lender or Affiliate of a Lender. The Administrative Agent shall not be required to verify the payment of, or that any other satisfactory arrangements have been made with respect to, obligations arising under Secured Cash Management Agreements and Related Swap Contracts in the case of a Facility Termination Date. Each Revolving Secured Party not a party to the Revolving Credit Agreement who obtains the benefit of this Guaranty Pledge Agreement by virtue of the provisions of this Section shall be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of the Revolving Credit Agreement, and that with respect to the actions and omissions of the Administrative Agent hereunder or otherwise relating hereto that do or may affect such Revolving Secured Party, the Administrative Agent and each of its Related Parties shall be entitled to all the rights, benefits and immunities conferred under Article IX of the Revolving Credit Agreement.
Appears in 2 contracts
Samples: Securities Pledge Agreement (Sonic Automotive Inc), Securities Pledge Agreement (Sonic Automotive Inc)
Related Swap Contracts and Secured Cash Management Arrangements. All obligations of any Loan Party the Pledgor under or in respect of Related Swap Contracts and Secured Cash Management Arrangements (which are not prohibited under the terms of the Revolving Credit Agreement) to which any Lender or any Affiliate of any Lender is a party, shall be deemed to be Guaranteed LiabilitiesSecured Obligations secured hereby, and each Hedge Bank Lender or Cash Management Bank Affiliate of a Lender party to any such Related Swap Contract or Secured Cash Management Arrangement shall be deemed to be a Revolving Secured Party hereunder with respect to such Guaranteed LiabilitiesSecured Obligations; provided, however, that such obligations under or in respect of any Related Swap Contract shall cease to be Guaranteed Liabilities Secured Obligations at such time, prior to the Facility Termination Date, as the applicable Hedge Bank such Person (or Affiliate of such Person) shall cease to be a “Hedge BankLender” under the Revolving Credit Agreement. No Person who obtains the benefit of this Guaranty Agreement any Lien by virtue of the provisions of this Section shall have, prior to the Facility Termination Date, have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document or otherwise in respect of the Guarantors’ Obligations Collateral (including the release or modification impairment of any Guarantors’ Obligations or security thereforCollateral) other than in its capacity as a Lender and only to the extent expressly provided in the Loan Documents. Notwithstanding any other provisions of this Guaranty Pledge Agreement to the contrary, the Administrative Agent shall only be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, the Guaranteed Liabilities Secured Obligations arising under Related Swap Contracts and or Secured Cash Management Arrangements to the extent the Administrative Agent has received written notice of such Obligations, together with such supportive documentation as it may request from the applicable Lender or Affiliate of a Lender. The Administrative Agent shall not be required to verify the payment of, or that any other satisfactory arrangements have been made with respect to, obligations arising under Secured Cash Management Agreements and Related Swap Contracts in the case of a Facility Termination Date. Each Revolving Secured Party not a party to the Revolving Credit Agreement who obtains the benefit of this Guaranty Pledge Agreement by virtue of the provisions of this Section shall be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of the Revolving Credit Agreement, and that with respect to the actions and omissions of the Administrative Agent hereunder or otherwise relating hereto that do or may affect such Revolving Secured Party, the Administrative Agent and each of its Related Parties shall be entitled to all the rights, benefits and immunities conferred under Article IX of the Revolving Credit Agreement.
Appears in 1 contract
Related Swap Contracts and Secured Cash Management Arrangements. All obligations of any Loan Party each Revolving Grantor under or in respect of Related Swap Contracts and Secured Cash Management Arrangements other than Excluded Swap Obligations shall be deemed to be Guaranteed LiabilitiesRevolving Secured Obligations secured hereby, and each Hedge Bank or Cash Management Bank party to any such Related Swap Contract or Secured Cash Management Arrangement Arrangements shall be deemed to be a Revolving Secured Party hereunder with respect to such Guaranteed LiabilitiesRevolving Secured Obligations; provided, however, that such obligations under or in respect of any Related Swap Contract shall cease to be Guaranteed Liabilities Revolving Secured Obligations at such time, prior to the Facility Termination DateDate (as defined in the Revolving Credit Agreement), as the applicable Hedge Bank (or Affiliate of such Person) shall cease to be a “Hedge Bank” under the Revolving Credit Agreement. 58128579 No Person who obtains the benefit of this Guaranty Agreement any Lien by virtue of the provisions of this Section shall have, prior to the Facility Termination Date, have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Revolving Loan Document or otherwise in respect of the Guarantors’ Obligations Revolving Collateral (including the release or modification impairment of any Guarantors’ Obligations or security thereforRevolving Collateral) other than in its capacity as a Revolving Lender and only to the extent expressly provided in the Revolving Loan Documents. Notwithstanding any other provisions provision of this Guaranty Security Agreement to the contrary, the Revolving Administrative Agent shall only be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, the Guaranteed Liabilities Revolving Secured Obligations arising under Related Swap Contracts and or Secured Cash Management Arrangements to the extent the Revolving Administrative Agent has received written notice of such Obligations, Revolving Secured Obligations together with such supportive documentation as it may request from the applicable Revolving Lender or Affiliate of a Revolving Lender. The Administrative Agent shall not be required to verify the payment of, or that any other satisfactory arrangements have been made with respect to, obligations arising under Secured Cash Management Agreements and Related Swap Contracts in the case of a Facility Termination Date. Each Revolving Secured Party not a party to the either Revolving Credit Agreement who obtains the benefit of this Guaranty Security Agreement by virtue of the provisions of this Section shall be deemed to have acknowledged and accepted the appointment of the Revolving Administrative Agent pursuant to the terms of the Revolving Credit Agreement, and that with respect to the actions and omissions of the Revolving Administrative Agent hereunder or otherwise relating hereto that do or may affect such Revolving Secured Party, the Revolving Administrative Agent and each of its Related Parties shall be entitled to all the rights, benefits and immunities conferred under Article IX of the Revolving Credit Agreement.
Appears in 1 contract