Release and Reinstatement of Collateral. (a) Notwithstanding anything to the contrary contained in this Agreement, any Loan Document or any other document executed in connection herewith, if at any time (including after a Collateral Reinstatement Event shall have occurred) a Collateral Release Event shall have occurred and be continuing, then all Collateral (other than Cash Collateral) and the Collateral Documents (other than Collateral Documents Instruments entered into in connection with Cash Collateral) shall be released automatically and terminated without any further action. In connection with the foregoing, the Administrative Agent shall, at the Company’s expense and at the Company’s request, promptly execute and file in the appropriate location and deliver to Company such termination and full or partial release statements or confirmation thereof, as applicable, and do such other things as are reasonably necessary to release the liens to be released pursuant hereto promptly upon the effectiveness of any such release. (b) Notwithstanding clause (a) above, if, after the occurrence of a Collateral Release Event, a Collateral Reinstatement Event shall occur, all Collateral and Collateral Documents shall, at the Company’s sole cost and expense, be reinstated and all actions reasonably necessary, or reasonably requested by the Administrative Agent, to provide to the Administrative Agent for the benefit of the Secured Parties valid, perfected, first priority security interests (subject to Permitted Liens) in the Collateral to the extent required by the Loan Documents and otherwise to satisfy the Collateral and Guarantee Requirement (including without limitation the delivery of documentation and taking of actions of the type described in Section 6.12) shall be taken within 30 days of such event, which 30 day period may be extended by the Administrative Agent in its sole discretion; provided that for the avoidance of doubt, the provisions of this clause (b) shall not apply during the continuation of any Collateral Release Period.
Appears in 2 contracts
Samples: Credit Agreement (Aecom), Credit Agreement (Aecom Technology Corp)
Release and Reinstatement of Collateral. (a) Notwithstanding anything to the contrary contained herein or in any other Credit Document (but subject to clause (b) below in this Agreement, any Loan Document or any other document executed in connection herewithSection), if at any time after the Closing Date (including after a Collateral Reinstatement Trigger Event shall have previously occurred) there occurs a Collateral Release Event shall have occurred and be continuingEvent, then all Collateral (other than Cash Collateral) and shall, upon the occurrence of such Collateral Release Event, be deemed automatically released from the Liens granted thereon in favor of the Collateral Documents (other than Collateral Documents Instruments entered into in connection with Cash Collateral) shall be released automatically and terminated Agent pursuant to the Credit Documents, without any further action. In connection with the foregoing, the Administrative Collateral Agent shall, at the Company’s sole cost and expense and at of the Company’s requestBorrower, promptly execute and file in the appropriate location and deliver to Company take such termination and full or partial release statements or confirmation thereof, as applicable, and do such other things actions as are reasonably necessary requested by the Borrower to release the liens to be released pursuant hereto promptly upon the effectiveness of any evidence such release. For the avoidance of doubt, all of the Collateral described in the Collateral Documents shall remain “Collateral,” as that term is defined herein, for purposes of the representations, warranties and covenants in the Credit Documents (other than representations, warranties and covenants pertaining to the maintenance of valid, perfected Liens on the Collateral) while any Collateral Release Period is in effect.
(b) Notwithstanding clause (a) above, if, after the occurrence of if at any time during a Collateral Release Event, Period a Collateral Reinstatement Trigger Event occurs, the Collateral Release Period shall occur, all Collateral and Collateral Documents shall, at the Company’s sole cost and expense, be reinstated automatically expire and all actions reasonably necessary, or reasonably requested by of the Administrative Liens granted under the Credit Documents to the Collateral Agent, to provide to the Administrative Agent for the benefit of the Secured holders of the Obligations, on the Collateral described therein shall be automatically reinstated upon the occurrence of such Collateral Trigger Event. In connection with the foregoing, the Credit Parties shall promptly take such actions as are required under Section 7.13, under the Collateral Documents and as are otherwise reasonably requested by the Collateral Agent to provide the Collateral Agent, for the benefit of the holders of the Obligations, with valid, perfected, first first-priority security interests Liens (subject to Permitted LiensLiens permitted by subsections (d), (g), (m), (n) or (v) of Section 8.01) on the Collateral described in the Collateral to the extent required by the Loan Documents and otherwise to satisfy the Collateral and Guarantee Requirement within thirty (including without limitation the delivery of documentation and taking of actions 30) days of the type described in Section 6.12) shall be taken within 30 days occurrence of such event, Collateral Trigger Event (which 30 thirty (30) day period may be extended by the Administrative Agent in its sole discretion; provided that for the avoidance of doubt, the provisions of this clause (b) shall not apply during the continuation of any Collateral Release Period).
Appears in 2 contracts
Samples: Credit Agreement (HSN, Inc.), Credit Agreement (HSN, Inc.)
Release and Reinstatement of Collateral. (a) Notwithstanding anything to the contrary contained in this Agreement, any Loan Document Agreement or any other document executed in connection herewithLoan Document, if at any time (including after a Collateral Reinstatement Event shall have occurred) a Collateral Release Event shall have occurred and be continuing, then all the Borrower shall have the right to require that the Liens and other security interests created under the Security Documents shall no longer secure the Guaranteed Obligations, and that the Guaranteed Obligations shall no longer constitute Priority Lien Obligations under the Collateral (other than Cash Collateral) Trust Agreement. Upon delivery to the Administrative Agent, the Collateral Agent and the Collateral Trustee of an Officers’ Certificate certifying to the occurrence of the Collateral Release Event and directing the Collateral Agent and the Collateral Trustee to release the Collateral securing the Guaranteed Obligations (the date of delivery of such Officers’ Certificate, the “Collateral Release Date”), all Liens and other security interests created under the Security Documents (shall automatically cease to secure the Guaranteed Obligations and all covenants contained in this Agreement or any other than Loan Document related to the grant or perfection of Liens on the Collateral Documents Instruments entered into in connection with Cash Collateral) to secure the Guaranteed Obligations shall be released automatically deemed to be of no force or effect. On and terminated without any after the Collateral Release Date, the Collateral Agent shall, and shall direct the Collateral Trustee to, execute and deliver all such instruments, releases, financing statement amendments, Mortgage amendments or other agreements, and take all such further actionactions, at the request and expense of the Borrower, as shall be necessary to effectuate the foregoing and ensure that the Guaranteed Obligations shall no longer constitute Priority Lien Obligations under the Collateral Trust Agreement and, each of the Lenders hereby irrevocably authorizes and directs the Administrative Agent, the Collateral Agent and the Collateral Trustee to execute and deliver each such instrument, release, financing statement amendment, Mortgage amendment or other agreement. In connection with Each Lender hereby authorizes the foregoingAdministrative Agent, the Collateral Agent and the Collateral Trustee to enter into such amendments to the Collateral Trust Agreement and the other Security Documents as the Collateral Trustee, the Administrative Agent shall, at and the Company’s expense Collateral Agent reasonably deem necessary or advisable to effect the release of Liens and at security interests securing the Company’s request, promptly execute and file Guaranteed Obligations during a Collateral Release Period as contemplated in the appropriate location and deliver to Company such termination and full or partial release statements or confirmation thereof, as applicable, and do such other things as are reasonably necessary to release the liens to be released pursuant hereto promptly upon the effectiveness of any such releasethis Section 9.25.
(b) Notwithstanding clause (a) aboveIf, if, after the occurrence of a Collateral Release Eventon any subsequent date, a Collateral Reinstatement Event shall occur, all Collateral and Collateral Documents shallthe Security Documents, at the Company’s sole cost and expenseall Liens and security interests created thereunder, shall be reinstated automatically to secure the Guaranteed Obligations on the same terms as of the applicable Collateral Reinstatement Date, and the Loan Parties shall take all actions reasonably necessary, and deliver and execute all documents necessary or reasonably requested by the Administrative Agent, Agent to provide satisfy Section 5.09 and otherwise to grant to the Administrative Agent Collateral Trustee, for the benefit of the Secured Parties validParties, perfected, a perfected (subject to the limitations set forth in Section 3.19) first priority security interests interest in the Collateral (other than any Excluded Perfection Assets and, except with respect to Pledged Securities in the possession of the Collateral Trustee, subject to Permitted Liens) , and in respect of Pledged Securities in the Collateral to the extent required by the Loan Documents and otherwise to satisfy possession of the Collateral and Guarantee Requirement Trustee, the Permitted Liens set forth in clause (including without limitation the delivery of documentation and taking of actions g) of the type described in Section 6.12definition thereof and with respect to any other Priority Lien Obligations) shall be taken within 30 days of the occurrence of such event, Collateral Reinstatement Event (which 30 day period may be extended by the Administrative Agent in its sole reasonable discretion, without the requirement of any Lender consent) (the first date on which new security documentation is required to be delivered pursuant to the foregoing, the “Collateral Reinstatement Date”).
(c) In the event of any such reinstatement on a Collateral Reinstatement Date, no action taken or omitted to be taken by Borrower or any of its Subsidiaries relating to the Borrower’s and the Guarantor’s obligations to secure the Guaranteed Obligations with the Collateral prior to such reinstatement will give rise to a Default or Event of Default, and no Default or Event of Default will be deemed to exist or have occurred as a result of any failure by the Borrower or any Guarantor to secure the Guaranteed Obligations with the Collateral prior to such reinstatement; provided that for the avoidance of doubt, the provisions of this all Liens incurred pursuant to clause (bbb) shall not apply of the definition of “Permitted Liens” during the continuation Collateral Release Period will be classified to have been incurred or issued pursuant to clause (f) of the definition of “Permitted Liens”. Notwithstanding that obligations to secure the Guaranteed Obligations with the Collateral may be reinstated after the Collateral Reinstatement Date, no Default, Event of Default or breach of any kind related to the obligations to secure the Guaranteed Obligations with the Collateral will be deemed to exist hereunder with respect to the such covenants, and none of the Borrower or any of the Guarantors shall bear any liability for any actions taken or events occurring during the Collateral Release Period, or any actions taken at any time pursuant to any contractual obligation arising during any Collateral Release Period, in each case as a result of a failure to comply with such covenants during the Collateral Release Period (or, upon termination of the Release Period or after that time based solely on any action taken or event that occurred during the Collateral Release Period).
Appears in 2 contracts
Samples: Credit Agreement (NRG Energy, Inc.), Credit Agreement (NRG Energy, Inc.)
Release and Reinstatement of Collateral. (a) Notwithstanding anything to the contrary contained in this Agreement, any Loan Document Agreement or any other document executed in connection herewithLoan Document, if at any time (including after a Collateral Reinstatement Event shall have occurred) a Collateral Release Event shall have occurred and be continuing, then all the Borrower shall have the right to require that the Liens and other security interests created under the Security Documents shall no longer secure the Guaranteed Obligations, and that the Guaranteed Obligations shall no longer constitute Priority Lien Obligations under the Collateral (other than Cash Collateral) Trust Agreement. Upon delivery to the Administrative Agent, the Collateral Agent and the Collateral Trustee of an Officer’s Certificate certifying to the occurrence of the Collateral Release Event and directing the Collateral Agent and the Collateral Trustee to release the Collateral securing the Guaranteed Obligations (the date of delivery of such Officer’s Certificate, the “Collateral Release Date”), all Liens and other security interests created under the Security Documents (shall automatically cease to secure the Guaranteed Obligations and all covenants contained in this Agreement or any other than Loan Document related to the grant or perfection of Liens on the Collateral Documents Instruments entered into in connection with Cash Collateral) to secure the Guaranteed Obligations shall be released automatically deemed to be of no force or effect. On and terminated without any after the Collateral Release Date, the Collateral Agent shall, and shall direct the Collateral Trustee to, execute and deliver all such instruments, releases, financing statement amendments, Mortgage amendments or other agreements, and take all such further actionactions, at the request and expense of the Borrower, as shall be necessary to effectuate the foregoing and ensure that the Guaranteed Obligations shall no longer constitute Priority Lien Obligations under the Collateral Trust Agreement and, each of the Lenders hereby irrevocably authorizes and directs the Administrative Agent, the Collateral Agent and the Collateral Trustee to execute and deliver each such instrument, release, financing statement amendment, Mortgage amendment or other agreement. In connection with Each Lender hereby authorizes the foregoingAdministrative Agent, the Collateral Agent and the Collateral Trustee to enter into such amendments to the Collateral Trust Agreement and the other Security Documents as the Collateral Trustee, the Administrative Agent shall, at and the Company’s expense Collateral Agent reasonably deem necessary or advisable to effect the release of Liens and at security interests securing the Company’s request, promptly execute and file in the appropriate location and deliver to Company such termination and full or partial release statements or confirmation thereof, as applicable, and do such other things as are reasonably necessary to release the liens to be released pursuant hereto promptly upon the effectiveness of any such release.
(b) Notwithstanding clause (a) above, if, after the occurrence of Guaranteed Obligations during a Collateral Release Event, a Collateral Reinstatement Event shall occur, all Collateral and Collateral Documents shall, at the Company’s sole cost and expense, be reinstated and all actions reasonably necessary, or reasonably requested by the Administrative Agent, to provide to the Administrative Agent for the benefit of the Secured Parties valid, perfected, first priority security interests (subject to Permitted Liens) Period as contemplated in the Collateral to the extent required by the Loan Documents and otherwise to satisfy the Collateral and Guarantee Requirement (including without limitation the delivery of documentation and taking of actions of the type described in this Section 6.12) shall be taken within 30 days of such event, which 30 day period may be extended by the Administrative Agent in its sole discretion; provided that for the avoidance of doubt, the provisions of this clause (b) shall not apply during the continuation of any Collateral Release Period9.25.
Appears in 1 contract
Samples: Credit Agreement (NRG Energy, Inc.)
Release and Reinstatement of Collateral. (a) Notwithstanding anything to the contrary contained in this Agreement, Agreement or any Loan Document or any other document executed in connection herewithDocument, if at any time (including after a Collateral Reinstatement Event shall have previously occurred) a Collateral Release Event shall have occurred and be continuing, then all Collateral (other than Cash Collateral(i) the Collateral subject to the Dart Security Agreement, the Dart IP Security Agreement and any related Security Documents entered into by Dart as the sole Loan Party party thereto (collectively, the “Dart Security Documents”) and (ii) any cash collateral with respect to Letters of Credit) and the Collateral Security Documents (other than Collateral (i) the Dart Security Agreement, the Dart IP Security Agreement and any Dart Security Documents Instruments and (ii) any Security Documents entered into in connection with Cash Collateralcash collateral with respect to Letters of Credit) shall be released automatically and terminated without any further action. In connection with the foregoing, the Administrative Agent shall, at the CompanyParent Borrower’s sole expense and at the CompanyParent Borrower’s reasonable request, promptly (i) return to the Parent Borrower all certificates and instruments evidencing applicable pledged Collateral, (ii) execute and file in the appropriate location and deliver to Company the Parent Borrower such termination and full or partial release statements or confirmation thereof, as applicable, and (iii) do such other things as are reasonably necessary to release the liens Liens to be released pursuant hereto promptly upon the effectiveness of any such release.
(b) Notwithstanding clause (a) above, if, after the occurrence of a Collateral Release Event, if a Collateral Reinstatement Event shall occurhave occurred, all Collateral and Collateral Security Documents shall, at the CompanyParent Borrower’s sole cost and expense, be automatically reinstated and all actions reasonably necessary, or reasonably requested by the Administrative Agent, Agent to provide to the Administrative Agent for the benefit of the Secured Parties valid, perfected, first priority security interests (subject other than those security interests permitted pursuant to Permitted Liensthis Agreement or the Security Documents) in the Collateral to the extent required by the Loan Documents and otherwise to satisfy the Collateral and Guarantee Requirement (including including, without limitation limitation, the delivery of documentation and taking of actions of the type described in Section 6.12Sections 5.15 and 5.16) shall be taken within 30 thirty (30) days of (or such event, which 30 day longer period may be extended as agreed to by the Administrative Agent in its sole discretion; provided that for the avoidance of doubt, the provisions of this clause (bAgent) shall not apply during the continuation of any after such Collateral Release PeriodReinstatement Event.
Appears in 1 contract
Release and Reinstatement of Collateral. (a) Notwithstanding anything to the contrary contained in this Agreement, any Loan Document Agreement or any other document executed in connection herewithLoan Document, if at any time (including after a Collateral Reinstatement Event shall have occurred) a Collateral Release Event shall have occurred and be continuing, then all the Borrower shall have the right to require that the Liens and other security interests created under the Security Documents shall no longer secure the Guaranteed Obligations, and that the Guaranteed Obligations shall no longer constitute Priority Lien Obligations under the Collateral (other than Cash Collateral) Trust Agreement. Upon delivery to the Administrative Agent, the Collateral Agent and the Collateral Trustee of an Officer’s Certificate certifying to the occurrence of the Collateral Release Event and directing the Collateral Agent and the Collateral Trustee to release the Collateral securing the Guaranteed Obligations (the date of delivery of such Officer’s Certificate, the “Collateral Release Date”), all Liens and other security interests created under the Security Documents (shall automatically cease to secure the Guaranteed Obligations and all covenants contained in this Agreement or any other than Loan Document related to the grant or perfection of Liens on the Collateral Documents Instruments entered into in connection with Cash Collateral) to secure the Guaranteed Obligations shall be released automatically deemed to be of no force or effect. On and terminated without any after the Collateral Release Date, the Collateral Agent shall, and shall direct the Collateral Trustee to, execute and deliver all such instruments, releases, financing statement amendments, Mortgage amendments or other agreements, and take all such further actionactions, at the request and expense of the Borrower, as shall be necessary to effectuate the foregoing and ensure that the Guaranteed Obligations shall no longer constitute Priority Lien Obligations under the Collateral Trust Agreement and, each of the Lenders hereby irrevocably authorizes and directs the Administrative Agent, the Collateral Agent and the Collateral Trustee to execute and deliver each such instrument, release, financing statement amendment, Mortgage amendment or other agreement. In connection with Each Lender hereby authorizes the foregoingAdministrative Agent, the Collateral Agent and the Collateral Trustee to enter into such amendments to the Collateral Trust Agreement and the other Security Documents as the Collateral Trustee, the Administrative Agent shall, at and the Company’s expense Collateral Agent reasonably deem necessary or advisable to effect the release of Liens and at security interests securing the Company’s request, promptly execute and file Guaranteed Obligations during a Collateral Release Period as contemplated in the appropriate location and deliver to Company such termination and full or partial release statements or confirmation thereof, as applicable, and do such other things as are reasonably necessary to release the liens to be released pursuant hereto promptly upon the effectiveness of any such releasethis Section 9.25.
(b) Notwithstanding clause (a) aboveIf, if, after the occurrence of a Collateral Release Eventon any subsequent date, a Collateral Reinstatement Event shall occur, all Collateral and Collateral Documents shallthe Security Documents, at the Company’s sole cost and expenseall Liens and security interests created thereunder, shall be reinstated automatically to secure the Guaranteed Obligations on the same terms as of the applicable Collateral Reinstatement Date, and the Loan Parties shall take all actions reasonably necessary, and deliver and execute all documents necessary or reasonably requested by the Administrative Agent, Agent to provide satisfy Section 5.09 and otherwise to grant to the Administrative Agent Collateral Trustee, for the benefit of the Secured Parties validParties, perfected, a perfected (subject to the limitations set forth in Section 3.19) first priority security interests interest in the Collateral (other than any Excluded Perfection Assets and, except with respect to Pledged Securities in the possession of the Collateral Trustee, subject to Permitted Liens) , and in respect of Pledged Securities in the Collateral to the extent required by the Loan Documents and otherwise to satisfy possession of the Collateral and Guarantee Requirement Trustee, the Permitted Liens set forth in clause (including without limitation the delivery of documentation and taking of actions g) of the type described in Section 6.12definition thereof and with respect to any other Priority Lien Obligations) shall be taken within 30 days of the occurrence of such event, Collateral Reinstatement Event (which 30 day period may be extended by the Administrative Agent in its sole reasonable discretion, without the requirement of any Lender consent) (the first date on which new security documentation is required to be delivered pursuant to the foregoing, the “Collateral Reinstatement Date”).
(c) In the event of any such reinstatement on a Collateral Reinstatement Date, no action taken or omitted to be taken by Borrower or any of its Subsidiaries relating to the Borrower’s and the Guarantor’s obligations to secure the Guaranteed Obligations with the Collateral prior to such reinstatement will give rise to a Default or Event of Default, and no Default or Event of Default will be deemed to exist or have occurred as a result of any failure by the Borrower or any Guarantor to secure the Guaranteed Obligations with the Collateral prior to such reinstatement; provided that for the avoidance of doubt, the provisions of this all Liens incurred pursuant to clause (bbb) shall not apply of the definition of “Permitted Liens” during the continuation Collateral Release Period will be classified to have been incurred or issued pursuant to clause (f) of the definition of “Permitted Liens”. Notwithstanding that obligations to secure the Guaranteed Obligations with the Collateral may be reinstated after the Collateral Reinstatement Date, no Default, Event of Default or breach of any kind related to the obligations to secure the Guaranteed Obligations with the Collateral will be deemed to exist hereunder with respect to the such covenants, and none of the Borrower or any of the Guarantors shall bear any liability for any actions taken or events occurring during the Collateral Release Period, or any actions taken at any time pursuant to any contractual obligation arising during any Collateral Release Period, in each case as a result of a failure to comply with such covenants during the Collateral Release Period (or, upon termination of the Release Period or after that time based solely on any action taken or event that occurred during the Collateral Release Period).
Appears in 1 contract
Samples: Credit Agreement (NRG Energy, Inc.)
Release and Reinstatement of Collateral. (a) Notwithstanding anything to the contrary contained in this Agreement, Agreement or any Loan Document or any other document executed in connection herewithDocument, if at any time (including after a Collateral Reinstatement Event shall have previously occurred) a Collateral Release Event shall have occurred and be continuing, then all Collateral (other than Cash Collateral) and the Collateral Security Documents (other than Collateral Security Documents Instruments entered into in connection with Cash Collateral) shall be released automatically and terminated without any further action. In connection with the foregoing, the Administrative Agent shall, at the CompanyBorrower’s sole expense and at the CompanyBorrower’s request, promptly (i) return to the Borrower all certificates and instruments evidencing pledged Collateral, (ii) terminate any control agreements with respect to deposit or securities accounts constituting Collateral, (iii) execute and file in the appropriate location and deliver to Company the Borrower such termination and full or partial release statements or confirmation thereof, as applicable, and (iv) do such other things as are reasonably necessary to release the liens Liens to be released pursuant hereto promptly upon the effectiveness of any such release.
(b) Notwithstanding clause (a) above, if, after the occurrence of a Collateral Release Event, if a Collateral Reinstatement Event shall occurhave occurred, all Collateral and Collateral Security Documents shall, at the CompanyBorrower’s sole cost and expense, be reinstated and all actions reasonably necessary, or reasonably requested by the Administrative Agent, Agent to provide to the Administrative Agent for the benefit of the Secured Parties valid, perfected, first priority security interests (subject to Permitted Liens) in the Collateral to the extent required by the Loan Documents and otherwise to satisfy the Collateral and Guarantee Requirement (including without limitation the delivery of documentation and taking of actions of the type described in Section 6.12Sections 8.11 and 8.14) shall be taken within 30 days of (or such event, which 30 day longer period may be extended as agreed to by the Administrative Agent in its sole discretion; provided that for the avoidance Agent) of doubt, the provisions of this clause (b) shall not apply during the continuation of any such Collateral Release PeriodReinstatement Event.
Appears in 1 contract
Samples: Credit Agreement (CoreCivic, Inc.)
Release and Reinstatement of Collateral. (a) Notwithstanding anything to the contrary contained herein or in this Agreement, any other Loan Document or any other document executed in connection herewith(but subject to clause (b) below), if at any time after the Closing Date (including after a Collateral Reinstatement Trigger Event shall have previously occurred) there occurs a Collateral Release Event shall have occurred and be continuingEvent, then all Collateral (other than Cash Collateral) shall, upon the occurrence of such Collateral Release Event, be automatically released from the Liens granted thereon in favor of the Administrative Agent pursuant to the Security Documents, without further action, and no Loan Party shall be required to comply with any of the Collateral covenants, terms or provisions of, or make any representation or warranty under, the Security Documents (other than Collateral any Security Documents Instruments entered into solely in connection with respect of Cash Collateral) shall be released automatically and terminated without any further action). In connection with the foregoing, the Administrative Agent shall, at the Company’s sole cost and expense and at of the Company’s requestBorrower, promptly execute and file in the appropriate location and deliver to Company take such termination and full or partial release statements or confirmation thereof, as applicable, and do such other things actions as are reasonably necessary requested by the Borrower to release the liens to be released pursuant hereto promptly upon the effectiveness of any evidence such release. For the avoidance of doubt, all of the Collateral described in the Security Documents shall remain “Collateral,” as that term is defined herein, for purposes of the representations, warranties and covenants in the Loan Documents that remain operative while any Collateral Release Period is in effect.
(b) Notwithstanding clause (a) above, ifif at any time during a Collateral Release Period a Collateral Trigger Event occurs, after the Collateral Release Period shall automatically expire and all of the Liens granted under the Loan Documents to the Administrative Agent, for the benefit of the holders of the Obligations, on the Collateral described therein shall be automatically reinstated upon the occurrence of a such Collateral Release Trigger Event. In connection with the foregoing, a Collateral Reinstatement Event the Loan Parties shall occurpromptly take such actions as are required under Sections 6.09, all Collateral 6.11 and Collateral 6.15 herein, under the Security Documents shall, at the Company’s sole cost and expense, be reinstated and all actions reasonably necessary, or as are otherwise reasonably requested by the Administrative Agent to provide the Administrative Agent, to provide to the Administrative Agent for the benefit of the Secured Parties holders of the Obligations, with valid, perfected, first priority security interests Liens (subject only to Permitted Liens) in on the Collateral described in, and to the extent required by by, the Loan Security Documents and otherwise to satisfy the Collateral and Guarantee Requirement within forty-five (including without limitation the delivery of documentation and taking of actions 45) days of the type described in Section 6.12) shall be taken within 30 days occurrence of such event, Collateral Trigger Event (which 30 forty-five (45) day period may be extended by the Administrative Agent in its sole discretion; provided that for discretion after consultation with the avoidance of doubt, the provisions of this clause (b) shall not apply during the continuation of any Collateral Release PeriodBorrower).
Appears in 1 contract
Samples: Credit Agreement (Sanmina Corp)
Release and Reinstatement of Collateral. (a) Notwithstanding anything to the contrary contained in this Agreement, any Loan Document or any other document executed in connection herewith, if at any time (including after a Collateral Reinstatement Event shall have occurred) a Collateral Release Event shall have occurred and be continuing, then all Collateral (other than Cash Collateral) and the Collateral Documents (other than Collateral Documents Instruments entered into in connection with Cash Collateral) shall be released automatically and terminated without any further action. In connection with the foregoing, the Administrative Agent shall, at the Company’s expense and at the Company’s request, promptly execute and file in the appropriate location and deliver to Company such termination and full or partial release statements or confirmation thereof, as applicable, and do such other things as are reasonably necessary to release the liens to be released pursuant hereto promptly upon the effectiveness of any such release.
(b) Notwithstanding clause (a) above, if, after the occurrence of a Collateral Release Event, a Collateral Reinstatement Event shall occur, all Collateral and Collateral Documents shall, at the Company’s sole cost and expense, be reinstated and all actions reasonably necessary, or reasonably requested by the Administrative Agent, to provide to the Administrative Agent for the benefit of the Secured Parties valid, perfected, first priority security interests (subject to Permitted Liens) in the Collateral to the extent required by the Loan Documents and otherwise to satisfy the Collateral and Guarantee Requirement (including without limitation the delivery of documentation and taking of actions of the type described in Section 6.12) shall be taken within 30 days of such event, which 30 day period may be extended by the Administrative Agent in its sole discretion; provided that for the avoidance of doubt, the provisions of this clause (b) shall not apply during the continuation of any Collateral Release Period..
Appears in 1 contract
Samples: Credit Agreement (Aecom)
Release and Reinstatement of Collateral. (a) Notwithstanding anything to the contrary contained in this Agreement, any Loan Document or any other document executed in connection herewith, if at any time (including after a Collateral Reinstatement Event shall have previously occurred) (i) a Level One Collateral Release Event shall have occurred and be continuingoccurred, then all Level One Collateral (other than Cash Collateral) and the Collateral Documents Level One Security Instruments (other than Collateral Documents Security Instruments entered into in connection with Cash Collateral) shall be released automatically and terminated without any further action or (ii) a Level Two Collateral Release Event shall have occurred, then all Level Two Collateral (other than Cash Collateral) and the Level Two Security Instruments (other than Security Instruments entered into in connection with Cash Collateral) shall be released and automatically terminated without any further action. In connection with the foregoing, the Administrative Agent shall, at the Company’s sole expense and at the Company’s request, promptly execute and file in the appropriate location and deliver to the Company such termination and full or partial release statements or confirmation thereof, as applicable, and do such other things as are reasonably necessary to release the liens Liens to be released pursuant hereto promptly upon the effectiveness of any such release.
(b) Notwithstanding clause (a) above, if, after the occurrence of if (i) a Collateral Release Event, a Level One Collateral Reinstatement Event shall occurhave occurred, all Level One Collateral and Collateral Documents Level One Security Instruments shall, at the Company’s sole cost and expense, be reinstated and all actions reasonably necessary, or reasonably requested by the Administrative Agent, to provide to the Administrative Agent for the benefit of the Secured Parties valid, perfected, first priority security interests (subject to Permitted LiensLiens permitted under Section 7.01) in the Level One Collateral to the extent required by the Loan Documents and otherwise to satisfy the Collateral and Guarantee Requirement (including without limitation the delivery of documentation and taking of actions of the type described in Section 6.12Sections 6.14 and 6.15) shall be taken within 30 days of such event, which 30 day period may be extended by the Administrative Agent in its sole discretion; provided that , and (ii) a Level Two Collateral Reinstatement Event shall have occurred, all Level Two Collateral and all Level Two Security Instruments shall, at the Company’s sole cost and expense, be reinstated and all actions reasonably necessary, or reasonably requested by the Administrative Agent, to provide to the Administrative Agent for the avoidance benefit of doubtthe Secured Parties valid, perfected, first priority security interest (subject to Liens permitted under Section 7.01) in the provisions Level Two Collateral (including without limitation the delivery of this clause (bdocumentation and the taking of actions of the type described in Sections 6.14 and 6.15) shall not apply during be taken within 30 days of such event, which 30-day period may be extended by the continuation of any Collateral Release PeriodAdministrative Agent in its sole discretion.
Appears in 1 contract
Release and Reinstatement of Collateral. (a) Notwithstanding anything to the contrary contained herein or in this Agreement, any other Loan Document or any other document executed in connection herewith(but subject to clause (b) below), if at any time after the Closing Date (including after a Collateral Reinstatement Trigger Event shall have previously occurred) there occurs a Collateral Release Event shall have occurred and be continuingEvent, then all Collateral (other than Cash Collateral) shall, upon the occurrence of such Collateral Release Event, be automatically released from the Liens granted thereon in favor of the Administrative Agent pursuant to the Security Documents, without further action, and no Loan Party shall be required to comply with any of the Collateral covenants, terms or provisions of, or make any representation or warranty under, the Security Documents (other than Collateral any Security Documents Instruments entered into solely in connection with respect of Cash Collateral) shall be released automatically and terminated without any further action). In connection with the foregoing, the Administrative Agent shall, at the Company’s sole cost and expense and at of the Company’s requestBorrower, promptly execute and file in the appropriate location and deliver to Company take such termination and full or partial release statements or confirmation thereof, as applicable, and do such other things actions as are reasonably necessary requested by the Borrower to release the liens to be released pursuant hereto promptly upon the effectiveness of any evidence such release. For the avoidance of doubt, all of the Collateral described in the Security Documents shall remain “Collateral,” as that term is defined herein, for purposes of the representations, warranties and covenants in the Loan Documents that remain operative while any Collateral Release Period is in effect.
(b) Notwithstanding clause (a) above, ifif at any time during a Collateral Release Period a Collateral Trigger Event occurs, after the Collateral Release Period shall automatically expire and all of the Liens granted under the Loan Documents to the Administrative Agent, for the benefit of the holders of the Obligations, on the Collateral described therein shall be automatically reinstated upon the occurrence of a such Collateral Release Trigger Event. In connection with the foregoing, a Collateral Reinstatement Event the Loan Parties shall occurpromptly take such actions as are required under Sections 6.09 and 6.11 herein, all Collateral under the Security Documents and Collateral Documents shall, at the Company’s sole cost and expense, be reinstated and all actions reasonably necessary, or as are otherwise reasonably requested by the Administrative Agent to provide the Administrative Agent, to provide to the Administrative Agent for the benefit of the Secured Parties holders of the Obligations, with valid, perfected, first first-priority security interests Liens (subject only to Permitted Liens that are expressly allowed to have priority over the Administrative Agent’s Liens) in on the Collateral described in, and to the extent required by by, the Loan Security Documents and otherwise to satisfy the Collateral and Guarantee Requirement within forty-five (including without limitation the delivery of documentation and taking of actions 45) days of the type described in Section 6.12) shall be taken within 30 days occurrence of such event, Collateral Trigger Event (which 30 forty-five (45) day period may be extended by the Administrative Agent in its sole discretion; provided that for discretion after consultation with the avoidance of doubt, the provisions of this clause (b) shall not apply during the continuation of any Collateral Release PeriodBorrower).
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Samples: Credit Agreement (Sanmina Corp)