Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of the Equity Interests or assets of any Loan Party (other than Equity Interests of the Borrower) to a Person that is not (and is not required to become) a Loan Party in a transaction not prohibited by the Loan Documents, at the request of the Borrower, any Liens created by any Loan Document in respect of such Equity Interests or assets shall be automatically released and the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense in connection with such release of any Liens created by any Loan Document in respect of such Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Loan Party (other than the Borrower) in a transaction permitted by the Loan Documents (including through merger, consolidation, amalgamation or otherwise) and as a result of which such Subsidiary Loan Party would cease to be a Restricted Subsidiary, such Subsidiary Loan Party’s obligations under the Collateral Agreement shall be automatically terminated and the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) and at the Borrower’s expense take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower to terminate such Subsidiary Loan Party’s obligations under the Collateral Agreement. In addition, the Administrative Agent agrees to take such actions as are reasonably requested by Holdings or the Borrower and at the Borrower’s expense to terminate the Liens and security interests created by the Loan Documents when all the Obligations (other than Obligations in respect of (i) Specified Hedge Agreements and Cash Management Obligations that are not then due and payable and (ii) contingent indemnification and reimbursement obligations that are not yet due and payable and for which no claim has been asserted) are paid in full and the Commitments are terminated.
Appears in 7 contracts
Samples: First Amendment Agreement (PET Acquisition LLC), Second Amendment Agreement (PET Acquisition LLC), First Amendment Agreement (PET Acquisition LLC)
Release of Liens and Guarantees. In the event that any (a) A Subsidiary Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of the Equity Interests or assets of any Loan Party (other than Equity Interests of the Borrower) to a Person that is not (and is not required to become) a Loan Party in a transaction not prohibited by shall automatically be released from its obligations under the Loan Documents, at the request of the Borrower, any Liens and all security interests created by any the Term Security Documents in Collateral owned by such Subsidiary Loan Document in respect of such Equity Interests or assets Party shall be automatically released and released, (1) upon the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense in connection with such release consummation of any Liens created by any Loan Document in respect of such Equity Interests transaction or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Loan Party (other than the Borrower) in a transaction designation permitted by the Loan Documents (including through merger, consolidation, amalgamation or otherwise) and this Agreement as a result of which such Subsidiary Loan Party would cease ceases to be a Restricted Subsidiary (including pursuant to a permitted merger with a Subsidiary that is not a Loan Party or a designation as an Unrestricted Subsidiary) or becomes an Excluded Subsidiary or (2) upon the request of the Borrower, in connection with a transaction permitted under this Agreement, as a result of which such Subsidiary Loan Party ceases to be a Wholly Owned Subsidiary; provided that, if so required by this Agreement, the Required Lenders shall have consented to such transaction and the terms of such consent shall not have provided otherwise. Upon any sale or other transfer by any Loan Party (other than to the Borrower or any Subsidiary Loan Party’s ) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Term Security Document in any Collateral, the security interests in such Collateral created by the Term Security Documents shall be automatically released. Upon the release of the Borrower or any Subsidiary Loan Party from its Guarantee in compliance with this Agreement, the security interest in any Collateral owned by the Borrower or such Subsidiary created by the Term Security Documents shall be automatically released. Upon the designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Agreement, the security interest created by the Term Security Documents in the Equity Interests of such Subsidiary shall automatically be released. Upon the Termination Date, all obligations under the Collateral Agreement shall be automatically terminated Loan Documents and the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) and at the Borrower’s expense take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower to terminate such Subsidiary Loan Party’s obligations under the Collateral Agreement. In addition, the Administrative Agent agrees to take such actions as are reasonably requested by Holdings or the Borrower and at the Borrower’s expense to terminate the Liens and all security interests created by the Term Security Documents shall be automatically released. In connection with any termination or release pursuant to this Section 9.14, the Term Administrative Agent or the Term Collateral Agent, as the case may be, shall execute and deliver to any Loan Documents when Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release so long as the Obligations (other than Obligations Borrower or applicable Loan Party shall have provided the Term Administrative Agent or the Term Collateral Agent, as the case may be, such certifications or documents as the Term Administrative Agent or the Term Collateral Agent, as the case may be, shall reasonably request in respect of (i) Specified Hedge Agreements and Cash Management Obligations that are not then due and payable and (ii) contingent indemnification and reimbursement obligations that are not yet due and payable and for which no claim has been asserted) are paid in full and the Commitments are terminatedorder to demonstrate compliance with this Agreement.
Appears in 7 contracts
Samples: Credit Agreement (Installed Building Products, Inc.), Term Loan Credit Agreement (Installed Building Products, Inc.), Term Loan Credit Agreement (Installed Building Products, Inc.)
Release of Liens and Guarantees. In the event that any Loan Party is designated as an Unrestricted Subsidiary or conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of the Equity Interests or assets of any Loan Party (other than Equity Interests of the Borrower) to a Person person that is not (and is not required to become) a Loan Party in a transaction not prohibited by the Loan Documents, at the request of the BorrowerSection 6.05, any Liens created by any Loan Document in respect of such Unrestricted Subsidiary or Equity Interests or assets shall be automatically released and the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense in connection with such the release of any Liens created by any Loan Document in respect of such Unrestricted Subsidiary or Equity Interests or assets, and, in the case of either an Unrestricted Subsidiary or a disposition of the Equity Interests of any Subsidiary Loan Party (other than the Borrower) in a transaction permitted by the Loan Documents Section 6.05 (including through merger, consolidation, amalgamation or otherwise) and as a result of which such Subsidiary Loan Party would cease to be a Restricted Subsidiary, such Subsidiary Loan Party’s obligations under the Collateral Agreement shall be automatically terminated and the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) and at the Borrower’s expense take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower to terminate such Subsidiary Loan Party’s obligations under the Collateral Agreement. In addition, the Administrative Agent agrees to take such actions as are reasonably requested by Holdings or the Borrower and at the Borrower’s expense to terminate the Liens and security interests created by the Loan Documents when all the Obligations (other than Obligations in respect of (i) Specified Hedge Agreements and Agreements, Cash Management Obligations that are not then due and payable and (ii) contingent indemnification and reimbursement obligations that are not yet due and payable and for which no claim has been asserted) are paid in full and the all Commitments are terminatedterminated and Letters of Credit expired, terminated or cash collateralized on terms satisfactory to the Issuing Banks.
Appears in 7 contracts
Samples: Revolving Credit Agreement (AZEK Co Inc.), Revolving Credit Agreement (AZEK Co Inc.), Revolving Credit Agreement (AZEK Co Inc.)
Release of Liens and Guarantees. In the event that any A Subsidiary Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of the Equity Interests or assets of any Loan Party (other than Equity Interests of the Borrower) to a Person that is not (and is not required to become) a Loan Party in a transaction not prohibited by shall automatically be released from its obligations under the Loan Documents, at and all security interests created by the Security Documents in Collateral owned by (and, in the case of clause (1), (2) and (3), in each case, to the extent constituting Excluded Assets, upon the request of the Borrower, any Liens created by any Loan Document in respect of such the Equity Interests or assets of) such Subsidiary Loan Party shall be automatically released and released, (1) upon the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense in connection with such release consummation of any Liens created by any Loan Document in respect of such Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Loan Party (other than the Borrower) in a transaction permitted by the Loan Documents (including through merger, consolidation, amalgamation or otherwise) and this Agreement as a result of which such Subsidiary Loan Party would cease ceases to be a Restricted Subsidiary (including pursuant to a merger with a Subsidiary that is not a Loan Party or a designation as an Unrestricted Subsidiary), (2) upon the request of the Borrower, upon any Subsidiary Loan Party becoming an Excluded Subsidiary or (3) upon the request of the Borrower, in connection with a transaction permitted under this Agreement, as a result of which such Subsidiary Loan Party’s Party ceases to be a wholly-owned Subsidiary or otherwise becomes an Excluded Subsidiary. Fastball Parent, Inc. shall be released from its obligations under the Collateral Agreement shall be automatically terminated Loan Documents and the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) and at the Borrower’s expense take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower to terminate such Subsidiary Loan Party’s obligations under the Collateral Agreement. In addition, the Administrative Agent agrees to take such actions as are reasonably requested by Holdings or the Borrower and at the Borrower’s expense to terminate the Liens and security interests created by the Security Documents in the Collateral owned by Fastball Parent, Inc. shall be released upon the request of the Borrower, in connection with an IPO, as a result of which Fastball Parent, Inc. ceases to be Holdings pursuant to (b)(ii) of the definition of “Holdings”. Upon (i) any sale or other transfer by any Loan Documents when all the Obligations Party (other than Obligations to Holdings, the Borrower or any other Loan Party) of any Collateral in respect a transaction permitted under this Agreement or (ii) the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral or the release of any Loan Party from its Guarantee under the Guarantee Agreement pursuant to Section 9.02, the security interests in such Collateral created by the Security Documents or such guarantee shall be automatically released. Upon the occurrence of the Termination Date, all obligations under the Loan Documents and all security interests created by the Security Documents shall be automatically released. In connection with any termination or release pursuant to this Section, the Administrative Agent shall execute and deliver to any Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section shall be without recourse to or warranty by the Administrative Agent. The Lenders irrevocably authorize the Administrative Agent and Collateral Agent to (i) Specified Hedge Agreements release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02(iv), (viii)(A) or (xxii) to the extent required by the terms of the obligations secured by such Liens pursuant to documents reasonably acceptable to the Administrative Agent and Cash Management Obligations that are not then due and payable Collateral Agent) and (ii) contingent indemnification and reimbursement obligations that are not yet due and payable and for which no claim has been asserted) are paid in full and subordinate any Lien on any Mortgaged Property if required under the Commitments are terminatedterms of any lease, easement, right of way or similar agreement effecting the Mortgaged Property provided such lease, easement, right of way or similar agreement is permitted by Section 6.02.
Appears in 6 contracts
Samples: First Lien Credit Agreement (First Advantage Corp), First Lien Credit Agreement (First Advantage Corp), Credit Agreement (First Advantage Corp)
Release of Liens and Guarantees. In the event that any A Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of the Equity Interests or assets of any Loan Party (other than Equity Interests of the Borrower) to a Person that is not (and is not required to become) a Loan Party in a transaction not prohibited by shall automatically be released from its obligations under the Loan Documents, at the request of the Borrower, any Liens and all security interests created by any Loan Document the Security Documents in respect of such Equity Interests or assets shall be automatically released and the Administrative Agent shall promptly Collateral owned by (and the Lenders hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense in connection with such release of any Liens created by any Loan Document in respect of such Equity Interests or assets, and, in the case of a disposition clause (1) and (2) upon the request of the Borrowers, clause (2) below, the Equity Interests of any of) such Subsidiary Loan Party shall be automatically released, (other than 1) upon the Borrower) in a consummation of any transaction permitted by the Loan Documents (including through merger, consolidation, amalgamation or otherwise) and this Agreement as a result of which such Subsidiary Loan Party would cease ceases to be a Restricted Subsidiary (including pursuant to a merger with a Subsidiary that is not a Loan Party or a designation as an Unrestricted Subsidiary) or (2) upon the request of the Borrowers, in connection with a transaction permitted under this Agreement, as a result of which such Subsidiary Loan Party ceases to be a wholly-owned Subsidiary. Upon (i) any sale or other transfer by any Loan Party (other than to Holdings, any Borrower or any other Loan Party’s ) of any Collateral in a transaction permitted under this Agreement or (ii) the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral or the release of any Loan Party from its Guarantee under the Guarantee Agreement pursuant to Section 9.02, the security interests in such Collateral created by the Security Documents or such guarantee shall be automatically released. Upon the occurrence of the Termination Date, all obligations under the Collateral Agreement shall be automatically terminated Loan Documents and the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) and at the Borrower’s expense take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower to terminate such Subsidiary Loan Party’s obligations under the Collateral Agreement. In addition, the Administrative Agent agrees to take such actions as are reasonably requested by Holdings or the Borrower and at the Borrower’s expense to terminate the Liens and all security interests created by the Security Documents shall be automatically released. In connection with any termination or release pursuant to this Section, the Administrative Agent shall execute and deliver to any Loan Documents when Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section shall be without recourse to or warranty by the Obligations Administrative Agent. The Lenders irrevocably authorize the Administrative Agent to release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02(iv), (other than Obligations in respect viii)(A) or (xxii) to the extent required by the terms of (i) Specified Hedge Agreements and Cash Management Obligations that are not then due and payable and (ii) contingent indemnification and reimbursement the obligations that are not yet due and payable and for which no claim has been asserted) are paid in full and secured by such Liens pursuant to documents reasonably acceptable to the Commitments are terminatedAdministrative Agent).
Appears in 6 contracts
Samples: Fourth Amendment (New Whale Inc.), First Lien Credit Agreement (New Whale Inc.), Fourth Amendment (Endeavor Group Holdings, Inc.)
Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of its assets (including the Equity Interests or assets of any Loan Party (other than Equity Interests of the Borrowerits Subsidiaries) to a Person that is not (and is not required to become) a Loan Party in a transaction not prohibited by the Loan Documents, at the request of the Borrower, any Liens created by any Loan Document in respect of such Equity Interests or assets shall be automatically released Administrative Agent and the Administrative Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense in connection with such to release of any Liens created by any Loan Document in respect of such Equity Interests or assetsassets that are the subject of such disposition and to release any guarantees of the Obligations, andand any Liens granted to secure the Obligations, in the each case of by a disposition Person that ceases to be a Subsidiary of the Equity Interests of any Subsidiary Loan Party (other than the Borrower) in a transaction permitted by the Loan Documents (including through merger, consolidation, amalgamation or otherwise) and Borrower as a result of which a transaction described above. Any representation, warranty or covenant contained in any Loan Document relating to any such Subsidiary Equity Interests or assets shall no longer be deemed to be made once such Equity Interests or assets are so conveyed, sold, leased, assigned, transferred or disposed of. The Security Documents, the guarantees made therein, the Security Interest (as defined therein) and all other security interests granted thereby shall terminate, and each Loan Party would cease to shall automatically be a Restricted Subsidiary, such Subsidiary Loan Party’s released from its obligations under thereunder and the security interests in the Collateral Agreement granted by any Loan Party shall be automatically released, when all the Obligations are paid in full in cash and Commitments are terminated (other than (A) contingent indemnification obligations, (B) obligations and liabilities under Secured Cash Management Agreements and Secured Swap Agreements and (C) obligations and liabilities under Revolving Letters of Credit as to which arrangements satisfactory to the Administrative Agent Issuing Banks shall promptly (and the Lenders hereby authorize the Administrative Agent to) and at the Borrower’s expense take have been made). At such action and execute any such documents as may be reasonably requested by Holdings or the Borrower to terminate such Subsidiary Loan Party’s obligations under the Collateral Agreement. In additiontime, the Administrative Agent agrees and the Collateral Agent agree to take such actions as are reasonably requested by Holdings or the Borrower and at the Borrower’s expense to terminate evidence and effectuate such termination and release of the guarantees, Liens and security interests created by the Loan Documents when all the Obligations (other than Obligations in respect of (i) Specified Hedge Agreements and Cash Management Obligations that are not then due and payable and (ii) contingent indemnification and reimbursement obligations that are not yet due and payable and for which no claim has been asserted) are paid in full and the Commitments are terminatedDocuments.
Appears in 6 contracts
Samples: Credit Agreement (Crestwood Midstream Partners LP), Credit Agreement (Crestwood Midstream Partners LP), Credit Agreement (Crestwood Midstream Partners LP)
Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of the Equity Interests or assets of any Loan Party (other than Equity Interests of the Borrower) or any assets to a Person person that is not (and is not required to become) a Loan Party in a transaction not prohibited by the Loan Documents, at the request of the BorrowerSection 6.05, any Liens created by any Loan Document in respect of such Equity Interests or assets shall be automatically released and the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and/or the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower Borrowing Agent and at the Borrower’s Borrowers’ expense in connection with such to release of any Liens created by any Loan Document in respect of such Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Loan Party (other than the Borrower) in a transaction permitted by the Loan Documents (including through mergerSection 6.05, consolidation, amalgamation or otherwise) and as a result of which such Subsidiary Loan Party would cease to be a Restricted SubsidiaryLoan Party, such Subsidiary Loan Party’s obligations under the Guarantee and Collateral Agreement shall be automatically terminated and the Administrative Agent and/or the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and/or the Collateral Agent to) and at the Borrower’s expense take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower Borrowing Agent to terminate such Subsidiary Loan Party’s obligations under the Guarantee and Collateral Agreement. In addition, the Administrative Agent and/or the Collateral Agent agrees to take such actions as are reasonably requested by Holdings or the Borrower Borrowing Agent and at the Borrower’s Borrowers’ expense to terminate the Liens and security interests created by the Loan Documents when all Commitments have been terminated and the Obligations principal of and interest on each Loan, all Fees and all other expenses or amounts (other than Obligations in respect of (i) Specified Hedge Agreements and Cash Management Obligations that are not then due and payable and (ii) contingent indemnification and reimbursement obligations that are not yet due and payable and for which liabilities to the extent no claim giving rise thereto has been asserted) payable under any Loan Document have been paid in full, all Letters of Credit have been cancelled or have expired and all amounts drawn thereunder have been reimbursed in full or, with the consent of the Issuing Bank in its sole discretion, such Letters of Credit shall have been Cash Collateralized pursuant to arrangements satisfactory to the Issuing Bank (which arrangements result in the release of the Revolving Credit Lenders from their obligation to make payments in respect of L/C Disbursements pursuant to Section 2.23(d)) and the Administrative Agent and/or Collateral Agent shall have received satisfactory evidence that all Other Secured Obligations either are not due or shall have been paid in full or arrangements with respect thereto reasonably satisfactory to the applicable Other Secured Parties shall have been made (and the Commitments are terminatedapplicable Other Secured Parties have notified the Collateral Agent of their consent to terminating such Liens and security interests).
Appears in 5 contracts
Samples: Revolving Credit Agreement (Houghton Mifflin Harcourt Co), Term Loan Credit Agreement (Houghton Mifflin Harcourt Co), Credit Agreement (HMH Holdings (Delaware), Inc.)
Release of Liens and Guarantees. A Subsidiary shall automatically be released from its obligations under the Loan Documents, and all Liens created by the Loan Documents in Collateral owned by such Subsidiary (if applicable) shall be automatically released, upon the consummation of any transaction permitted by this Agreement as a result of which such Subsidiary ceases to be a Restricted Subsidiary (including pursuant to a merger with a Subsidiary that is not a Loan Party or a designation as an Unrestricted Subsidiary). In the event that the Borrower or any Loan Party conveys, sells, leases, assigns, transfers or otherwise Subsidiary disposes of all or any portion of any of the Equity Interests Interests, assets or assets of any Loan Party (other than Equity Interests of property owned by the Borrower) to a Person that is not (and is not required to become) a Loan Party Borrower or such Subsidiary in a transaction not prohibited by the Loan Documents, at the request of the Borrowerthis Agreement, any Liens created by granted with respect to such Equity Interests, assets or property pursuant to any Loan Document in respect of such Equity Interests or assets shall automatically and immediately terminate and be automatically released released. The Administrative Agent and the Administrative Collateral Agent shall promptly (and the Lenders hereby authorize and instruct the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense in connection with such release of any Liens created by any Loan Document in respect of such Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Loan Party (other than the Borrower) in a transaction permitted by the Loan Documents (including through merger, consolidation, amalgamation or otherwise) and as a result of which such Subsidiary Loan Party would cease to be a Restricted Subsidiary, such Subsidiary Loan Party’s obligations under the Collateral Agreement shall be automatically terminated and the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) and at the Borrower’s expense take such action and execute evidence any such documents as may be reasonably requested by Holdings or the Borrower to terminate such Subsidiary Loan Party’s obligations under the Collateral Agreementtermination and release described in this Section. In addition, the Administrative Agent agrees and the Collateral Agent agree to take such actions as are reasonably requested by Holdings or the Borrower and at the Borrower’s expense to terminate the Liens and security interests created by the Loan Documents when all the Obligations (other than Obligations in respect of (i) Specified Hedge Agreements and Cash Management Obligations that are not then due and payable and (ii) contingent indemnification and reimbursement obligations that are not yet due and payable and for which no claim has been asserted) are have been paid in full and all Commitments terminated. The Lenders authorize the Commitments are terminatedCollateral Agent to release or subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02(d) or (e) to the extent required by the terms of the obligations secured by such Liens and in each case pursuant to documents reasonably acceptable to the Collateral Agent.
Appears in 5 contracts
Samples: Credit Agreement (Xperi Holding Corp), Credit Agreement (Xperi Corp), Credit Agreement (Cavium, Inc.)
Release of Liens and Guarantees. In the event that (1) any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of the Equity Interests or assets of any Loan Party (other than the Equity Interests of the U.S. Borrower) to a Person person that is not (and is not required to become) a Loan Party in a transaction not prohibited by this Agreement or (2) upon the Loan Documents, at the request satisfaction of the conditions precedent to a Qualified IPO (with respect to the Equity Interests of the U.S. Borrower), then (i) in the case of a disposition of the Equity Interests of any Liens created Borrower (other than the U.S. Borrower) in a transaction not prohibited by this Agreement and as a result of which such Borrower would cease to be a Subsidiary, such Borrower shall, immediately prior to the completion of any Loan Document in such disposition, pay the unpaid principal amount of all Loans made to such Borrower hereunder, together with all accrued but unpaid interest thereon and other fees and amounts owed by such Borrower hereunder (and, if applicable, repay all amounts to become due with respect to outstanding B/As of such Equity Interests Borrower hereunder) in accordance with the provisions of Section 2.11 and such Borrower shall thereafter cease for all purposes to have any of the rights or assets shall be automatically released and obligations of a Borrower hereunder, (ii) the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the U.S. Borrower and at the Borrower’s Borrowers’ expense in connection with such to release of any Liens created by any Loan Document in respect of such assets or Equity Interests or assetsInterests, and, in the case of a disposition of the Equity Interests of any Subsidiary Loan Party (other than the Borrower) in a transaction permitted not prohibited by the Loan Documents (including through merger, consolidation, amalgamation or otherwise) this Agreement and as a result of which such Subsidiary Loan Party would cease to be a Restricted Subsidiary, such Subsidiary Loan Party’s obligations under the Collateral Agreement shall be automatically terminated and the Administrative Agent shall promptly Party (and the Lenders hereby authorize the Administrative Agent to) and at the Borrower’s expense take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower upon a Qualified IPO, with respect to Holdings), terminate such Subsidiary Loan Party’s obligations or Holdings’s obligations, as applicable, under the Collateral U.S. Guarantee Agreement or the Foreign Guarantee Agreement, as applicable. In addition, the Administrative Agent agrees to take such actions as are reasonably requested by Holdings or the U.S. Borrower and at the Borrower’s Borrowers’ expense to terminate the Liens and security interests created by the Loan Documents when all the Obligations (other than Obligations in respect of (i) Specified Hedge Agreements contingent indemnities and Cash Management Obligations that are not then due and payable and (ii) contingent indemnification and expense reimbursement obligations that are not yet due and payable and for which to the extent no claim therefor has been assertedmade) are paid in full and the all Letters of Credit and Commitments are terminated. Any representation, warranty or covenant contained in any Loan Document relating to any such Equity Interests, asset or subsidiary of the U.S. Borrower shall no longer be deemed to be made once such Equity Interests or asset is so conveyed, sold, leased, assigned, transferred or disposed of.
Appears in 4 contracts
Samples: Incremental Assumption Agreement (Momentive Specialty Chemicals Inc.), Intercreditor Agreement (Hexion Specialty Chemicals, Inc.), Credit Agreement (Hexion Specialty Chemicals, Inc.)
Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of the Equity Interests or assets of any Loan Party (other than the Equity Interests of the Borrower) to a Person person that is not (and is not required to become) a Loan Party in a transaction not prohibited permitted by this Agreement, then the Loan Documents, at the request of the Borrower, any Liens created by any Loan Document in respect of such Equity Interests or assets shall be automatically released Administrative Agent and the Administrative Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower (without further action or consent by the Lenders) and at the Borrower’s expense in connection with to release (or evidence the release) or permit the Borrower (or its agent or designee to take) such actions to release of any Liens created by any Loan Document in respect of such assets or Equity Interests or assetsinterests, and, in the case of a disposition Disposition of the Equity Interests of any Subsidiary Loan Party (other than the Borrower) in a transaction permitted by this Agreement or the other Loan Documents (including through merger, consolidation, amalgamation or otherwise) and as a result of which such Subsidiary Loan Party would cease to be a Restricted Subsidiary, terminate such Subsidiary Loan Party’s obligations under the Guaranty Agreement, Collateral Agreement and any other applicable Security Document; provided that the release of any Subsidiary because it ceases to be a Wholly Owned Subsidiary shall constitute an Investment in an amount equal to the fair market value of the net assets of such relevant Subsidiary and must be automatically terminated and the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) and at the Borrower’s expense take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower to terminate such Subsidiary Loan Party’s obligations permitted under the Collateral AgreementSection 6.04. In addition, the Administrative Agent agrees to take such actions as are reasonably requested by Holdings or the Borrower and at the Borrower’s expense (or where applicable permit the Borrower (or its agent or representative to take such actions) to terminate (or to evidence the termination) the Liens and security interests created by the Loan Documents when all the Obligations (other than Obligations are Paid in respect Full. Any representation, warranty or covenant contained in any Loan Document relating to any such Equity Interests, asset or subsidiary of (i) Specified Hedge Agreements and Cash Management Obligations that are not then due and payable and (ii) contingent indemnification and reimbursement obligations that are not yet due and payable and for which the Borrower shall no claim has been asserted) are paid in full and the Commitments are terminatedlonger be deemed to be made once such Equity Interests or asset or subsidiary is so conveyed, sold, leased, assigned, transferred or disposed of.
Appears in 4 contracts
Samples: Credit Agreement (Centric Brands Inc.), Credit Agreement (Centric Brands Inc.), Second Lien Credit Agreement (Centric Brands Inc.)
Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of the Equity Interests or assets of any Loan Party (other than Equity Interests of the Borrower) to a Person that is not (and is not required to become) a Loan Party in a transaction not prohibited by the Loan Documents, at the request of the Borrower, any Liens created by any Loan Document in respect of such Equity Interests or assets shall be automatically released and the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense in connection with such release of any Liens created by any Loan Document in respect of such Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Loan Party (other than the Borrower) in a transaction permitted by the Loan Documents (including through merger, consolidation, amalgamation or otherwise) and as a result of which such Subsidiary Loan Party would cease to be a Restricted Subsidiary, such Subsidiary Loan Party’s obligations under each of the Collateral Security Agreement and Guaranty Agreement shall be automatically terminated and the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) and at the Borrower’s expense take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower to terminate such Subsidiary Loan Party’s obligations under each of the Collateral Security Agreement and Guaranty Agreement. In addition, the Administrative Agent agrees to take such actions as are reasonably requested by Holdings or the Borrower and at the Borrower’s expense to terminate the Liens and security interests created by the Loan Documents when all the Obligations (other than Obligations in respect of (i) Specified Hedge Agreements and Cash Management Obligations that are not then due and payable and (ii) contingent indemnification and reimbursement obligations that are not yet due and payable and for which no claim has been asserted) are paid in full and the Commitments are terminated.
Appears in 4 contracts
Samples: Security Agreement (BJ's Wholesale Club Holdings, Inc.), Security Agreement (BJ's Wholesale Club Holdings, Inc.), Lease Agreement (BJ's Wholesale Club Holdings, Inc.)
Release of Liens and Guarantees. In Subject to the event that any reinstatement provisions set forth in the Collateral Agreement, a Subsidiary Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of the Equity Interests or assets of any Loan Party (other than Equity Interests of the Borrower) to a Person that is not (and is not required to become) a Loan Party in a transaction not prohibited by shall automatically be released from its obligations under the Loan Documents, at the request of the Borrower, any Liens and all security interests created by any the Security Documents in Collateral owned by such Subsidiary Loan Document in respect of such Equity Interests or assets Party shall be automatically released and released, upon the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense in connection with such release consummation of any Liens created by any Loan Document in respect of such Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Loan Party (other than the Borrower) in a transaction permitted by the Loan Documents (including through merger, consolidation, amalgamation or otherwise) and this Agreement as a result of which such Subsidiary Loan Party would cease ceases to be a Restricted Subsidiary, such Subsidiary Loan Party or a Designated Subsidiary; provided that, if so required by this Agreement, the Required Lenders shall have consented to such transaction and the terms of such consent shall not have provided otherwise. Upon any sale or other transfer by any Loan Party (other than to the Borrower or any other Loan Party’s obligations ) of any Collateral in a transaction not prohibited under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral pursuant to Section 9.02, or in the event that any Collateral is no longer required to be subject to a Lien under the Loan Documents, the security interests in such Collateral Agreement created by the Security Documents shall be automatically terminated and released. In connection with any termination or release pursuant to this Section, the Administrative Agent shall promptly (execute and deliver to any Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section shall be without recourse to or warranty by the Lenders hereby Administrative Agent. Each of the Secured Parties irrevocably authorize the Administrative Agent, at its option and in its discretion, to effect the releases set forth in this Section. The Administrative Agent to) and at is irrevocably authorized by the Borrower’s expense take such action and execute Secured Parties, without any such documents as may be reasonably requested by Holdings consent or the Borrower further 174 agreement of any Secured Party, to terminate such Subsidiary Loan Party’s obligations under the Collateral Agreement. In addition, release the Administrative Agent agrees to take such actions as are reasonably requested by Holdings Agent’s Liens upon the date the Commitments shall have expired or been terminated and the Borrower principal of and at the Borrower’s expense to terminate the Liens interest on each Loan and security interests created by the all fees, expenses and other amounts payable under this Agreement or any other Loan Documents when all the Obligations Document shall have been paid in full (other than Obligations in respect of (i) Specified Hedge Agreements and Cash Management Obligations that are not then due and payable and (ii) contingent indemnification and reimbursement obligations that are amounts not yet due due) and payable all Letters of Credit shall have expired or been terminated or shall have been backstopped or cash collateralized (in each case, in a manner reasonably satisfactory to the applicable Issuing Bank) and for which no claim has all LC Disbursements shall have been asserted) are paid in full and the Commitments are terminatedreimbursed.
Appears in 4 contracts
Samples: Credit Agreement (YETI Holdings, Inc.), Credit Agreement (YETI Holdings, Inc.), Credit Agreement (YETI Holdings, Inc.)
Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of its assets (including the Equity Interests or assets of any Loan Party (other than Equity Interests of the Borrowerits Subsidiaries) to a Person that is not (and is not required to become) a Loan Party in a transaction not prohibited by the Loan Documents, at the request of the Borrower, parties hereto agree that (a) any Liens created by any Loan Document in respect of attaching to such Equity Interests or other assets pursuant to any Loan Document (along with the guarantee of the Obligations by any Subsidiary Loan Party so transferred) shall be automatically released upon the consummation of such conveyance, sale, lease, assignment, transfer or other disposition in accordance with the Loan Documents and (b) the Administrative Agent and the Administrative Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense in connection with (i) to evidence such release of any Liens created by any Loan Document in respect of such Equity Interests or assets, and, assets that are the subject of such disposition and (ii) in the case of a the disposition of the any Equity Interests of any Subsidiary Loan Party (other than Party, to evidence the Borrower) in a transaction permitted release of any such guarantees of the Obligations, and any Liens granted to secure the Obligations, by the Loan Documents (including through merger, consolidation, amalgamation or otherwise) and as a result of which such Subsidiary Loan Party would cease to be a Restricted Subsidiary, such Subsidiary Loan Party’s . Any representation, warranty or covenant contained in any Loan Document relating to any such Subsidiary, Equity Interests or assets shall no longer be deemed to be made once such Equity Interests or assets are so conveyed, sold, leased, assigned, transferred or disposed of. The Security Documents, the guarantees made therein, the Security Interest (as defined therein) and all other security interests granted thereby shall terminate, and each Loan Party shall automatically be released from its obligations under thereunder and the security interests in the Collateral Agreement granted by any Loan Party shall be automatically released, when all the Obligations are paid in full in cash and Commitments are terminated (other than (A) contingent indemnification obligations, (B) obligations and liabilities under Secured Cash Management Agreements and Secured Swap Agreements and (C) obligations and liabilities under Revolving Letters of Credit as to which arrangements satisfactory to the Administrative Agent Issuing Banks shall promptly (and the Lenders hereby authorize the Administrative Agent to) and at the Borrower’s expense take have been made). At such action and execute any such documents as may be reasonably requested by Holdings or the Borrower to terminate such Subsidiary Loan Party’s obligations under the Collateral Agreement. In additiontime, the Administrative Agent agrees and the Collateral Agent agree to take such actions as are reasonably requested by Holdings or the Borrower and at the Borrower’s expense to terminate evidence and effectuate such termination and release of the guarantees, Liens and security interests created by the Loan Documents when all the Obligations (other than Obligations in respect of (i) Specified Hedge Agreements and Cash Management Obligations that are not then due and payable and (ii) contingent indemnification and reimbursement obligations that are not yet due and payable and for which no claim has been asserted) are paid in full and the Commitments are terminatedDocuments.
Appears in 4 contracts
Samples: Credit Agreement (Crestwood Equity Partners LP), Credit Agreement (Crestwood Midstream Partners LP), Credit Agreement (Crestwood Equity Partners LP)
Release of Liens and Guarantees. A Subsidiary shall automatically be released from its obligations under the Loan Documents, and all Liens created by the Loan Documents in Collateral owned by such Subsidiary (if applicable) shall be automatically released, upon the consummation of any transaction permitted by this Agreement as a result of which such Subsidiary ceases to be a Restricted Subsidiary (including pursuant to a merger with a Subsidiary that is not a Loan Party or a designation as an Unrestricted Subsidiary). In the event that the Borrower or any Loan Party conveys, sells, leases, assigns, transfers or otherwise Subsidiary disposes of all or any portion of any of the Equity Interests Interests, assets or assets of any Loan Party (other than Equity Interests of property owned by the Borrower) to a Person that is not (and is not required to become) a Loan Party Borrower or such Subsidiary in a transaction not prohibited by the Loan Documents, at the request of the Borrowerthis Agreement, any Liens created by granted with respect to such Equity Interests, assets or property pursuant to any Loan Document in respect of such Equity Interests or assets shall automatically and immediately terminate and be automatically released released. The Administrative Agent and the Administrative Collateral Agent shall promptly (and the Lenders hereby authorize and instruct the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense in connection with such release of any Liens created by any Loan Document in respect of such Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Loan Party (other than the Borrower) in a transaction permitted by the Loan Documents (including through merger, consolidation, amalgamation or otherwise) and as a result of which such Subsidiary Loan Party would cease to be a Restricted Subsidiary, such Subsidiary Loan Party’s obligations under the Collateral Agreement shall be automatically terminated and the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) and at the Borrower’s expense take such action and execute evidence any such documents as may be reasonably requested by Holdings or the Borrower to terminate such Subsidiary Loan Party’s obligations under the Collateral Agreementtermination and release described in this Section 9.15. In addition, the Administrative Agent agrees and the Collateral Agent agree to take such actions as are reasonably requested by Holdings or the Borrower and at the Borrower’s expense to terminate the Liens and security interests created by the Loan Documents when all the Obligations (other than Obligations in respect of (i) Specified Hedge Agreements and Cash Management Obligations that are not then due and payable and (ii) contingent indemnification and reimbursement obligations that are not yet due and payable and for which no claim has been asserted) are have been paid in full and all Commitments terminated. The Lenders authorize the Commitments are terminatedCollateral Agent to release or subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02(d) or (e) to the extent required by the terms of the obligations secured by such Liens and in each case pursuant to documents reasonably acceptable to the Collateral Agent.
Appears in 4 contracts
Samples: Credit Agreement (Roku, Inc), Credit Agreement (Brooks Automation Inc), Credit Agreement (Brooks Automation Inc)
Release of Liens and Guarantees. In the event that any A Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of the Equity Interests or assets of any Loan Party (other than Equity Interests of the Borrower) to a Person that is not (and is not required to become) a Loan Party in a transaction not prohibited by shall automatically be released from its obligations under the Loan Documents, at the request of the Borrower, any Liens and all security interests created by any the Security Documents in Collateral owned by such Subsidiary Loan Document in respect of such Equity Interests or assets Party shall be automatically released and released, (1) upon the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense in connection with such release consummation of any Liens created by any Loan Document in respect of such Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Loan Party (other than the Borrower) in a transaction permitted by the Loan Documents (including through merger, consolidation, amalgamation or otherwise) and this Agreement as a result of which such Subsidiary Loan Party would cease ceases to be a Restricted Subsidiary (including pursuant to a merger with a Subsidiary that is not a Loan Party or a designation as an Unrestricted Subsidiary) or (2) upon the request of the Borrower, in connection with a transaction permitted under this Agreement, as a result of which such Subsidiary Loan Party ceases to be a wholly-owned Subsidiary. Upon (i) any sale or other transfer by any Loan Party (other than to Holdings, the Borrower or any other Subsidiary Loan Party’s ) of any Collateral in a transaction permitted under this Agreement or (ii) the effectiveness of any written consent to the release of the Lien or security interest created under any Security Document in any Collateral or the release of any Loan Party from its Guarantee under the Guarantee Agreement pursuant to Section 9.02, the security interests in such Collateral created by the Security Documents or such guarantee shall be automatically released. Upon the occurrence of the Termination Date, all obligations under the Collateral Agreement shall be automatically terminated Loan Documents and the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) and at the Borrower’s expense take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower to terminate such Subsidiary Loan Party’s obligations under the Collateral Agreement. In addition, the Administrative Agent agrees to take such actions as are reasonably requested by Holdings or the Borrower and at the Borrower’s expense to terminate the Liens and all security interests created by the Security Documents shall be automatically released. In connection with any termination or release pursuant to this Section, the Administrative Agent shall execute and deliver to any Loan Documents when Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section shall be without recourse to or warranty by the Obligations (other than Obligations in respect Administrative Agent. The Lenders irrevocably authorize the Administrative Agent to release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of (iany Lien on such property that is permitted by Section 6.02(iv) Specified Hedge Agreements and Cash Management Obligations that are not then due and payable and (iior Section 6.02(xxii) contingent indemnification and reimbursement to the extent required by the terms of the obligations that are not yet due and payable and for which no claim has been asserted) are paid in full and secured by such Liens pursuant to documents reasonably acceptable to the Commitments are terminatedAdministrative Agent).
Appears in 4 contracts
Samples: Credit Agreement (European Wax Center, Inc.), Credit Agreement (European Wax Center, Inc.), Credit Agreement (European Wax Center, Inc.)
Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of the Equity Interests or assets of any Loan Party (other than Equity Interests of the Borrowera) to a Person that is not (and is not required to become) a Loan Party in a transaction not prohibited by the Loan Documents, at the request of the Borrower, any Liens created by any Loan Document in respect of such Equity Interests or assets shall be automatically released and the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense in connection with such release of any Liens created by any Loan Document in respect of such Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any A Subsidiary Loan Party (other than the Borrower) in a transaction permitted by shall automatically be released from its obligations under the Loan Documents (including through mergerits Guarantee or Badcock Guarantee, consolidationas the case may be, amalgamation or otherwiseof the Secured Obligations) and all security interests created by the Security Documents in Collateral or by the Badcock Security Documents in Badcock Collateral, as the case may be, owned by such Subsidiary Loan Party shall be automatically released, (1) upon the consummation of any transaction or designation permitted by this Agreement as a result of which such Subsidiary Loan Party would cease ceases to be a Restricted Subsidiary (including pursuant to a permitted merger with a Subsidiary that is not a Loan Party) or becomes an Excluded Subsidiary (other than solely as a result of such Subsidiary Loan Party ceasing to be a Wholly Owned Subsidiary) or (2) upon the request of the Lead Borrower, in connection with a transaction permitted under this Agreement (but only a transaction (x) in which such Subsidiary Loan Party becomes a bona fide joint venture and the other Person taking an equity interest in such Subsidiary Loan Party takes such equity interest for fair market value (as determined in good faith by the Lead Borrower) and is not an Affiliate of the Borrower (other than as a result of such joint venture), (y) in which such Subsidiary Loan Party does not own or have an exclusive license of any Material Intellectual Property or own any Equity Interests of any Person that owns or is the exclusive licensee of any Material Intellectual Property and (z) the primary purpose (as determined by the Lead Borrower in good faith) of which is not the release of any Guarantee of or Lien on the assets of such Subsidiary Loan Party’s ) as a result of which such Subsidiary Loan Party ceases to be a Wholly Owned Subsidiary. Upon any sale or other transfer by any Loan Party (other than to the Borrower or any Subsidiary Loan Party) of any Collateral and/or Badcock Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral and/or under any Badcock Security Document in any Badcock Collateral, the security interests in such Collateral created by the Security Documents and/or such Badcock Collateral created by the Badcock Security Documents, as the case may be, shall be automatically released. Upon the release of any Subsidiary Loan Party from its Guarantee or Badcock Guarantee, as the case may be, in compliance with this Agreement, the security interest in any Collateral or Badcock Collateral owned by such Subsidiary created by the Security Documents or the Badcock Security Documents, as the case may be, shall be automatically released. Upon termination of the aggregate Commitments and payment in full of all Secured Obligations (other than contingent indemnification obligations), all obligations under the Collateral Agreement shall be automatically terminated Loan Documents and the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) and at the Borrower’s expense take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower to terminate such Subsidiary Loan Party’s obligations under the Collateral Agreement. In addition, the Administrative Agent agrees to take such actions as are reasonably requested by Holdings or the Borrower and at the Borrower’s expense to terminate the Liens and all security interests created by the Loan Security Documents when all the Obligations (other than Obligations in respect of (i) Specified Hedge Agreements and Cash Management Obligations that are not then due and payable and (ii) contingent indemnification and reimbursement obligations that are not yet due and payable and for which no claim has been asserted) are paid in full and the Commitments are terminatedBadcock Security Documents shall be automatically released. In connection with any termination or release pursuant to this Section 9.14, the Administrative Agent or the Collateral Agent (acting at the direction of the Administrative Agent), as the case may be, shall execute and deliver to any Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release so long as the Borrower or applicable Loan Party shall have provided the Administrative Agent or that Collateral Agent, as the case may be, such certifications or documents as the Administrative Agent or that Collateral Agent, as the case may be, shall reasonably request in order to demonstrate compliance with this Agreement.
Appears in 4 contracts
Samples: First Lien Credit Agreement (Franchise Group, Inc.), Second Lien Credit Agreement (Franchise Group, Inc.), First Lien Credit Agreement (Franchise Group, Inc.)
Release of Liens and Guarantees. In the event that any (a) A Subsidiary Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of the Equity Interests or assets of any Loan Party (other than Equity Interests of the Borrower) to a Person that is not (and is not required to become) a Loan Party in a transaction not prohibited by shall automatically be released from its obligations under the Loan Documents, at the request of the Borrower, any Liens and all security interests created by any the Security Documents in Collateral owned by such Subsidiary Loan Document in respect of such Equity Interests or assets Party shall be automatically released and released, (1) upon the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense in connection with such release consummation of any Liens created by any Loan Document in respect of such Equity Interests transaction or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Loan Party (other than the Borrower) in a transaction designation permitted by the Loan Documents (including through merger, consolidation, amalgamation or otherwise) and this Agreement as a result of which such Subsidiary Loan Party would cease ceases to be a Restricted Subsidiary (including pursuant to a permitted merger with a Subsidiary that is not a Loan Party or a designation as an Unrestricted Subsidiary) or becomes an Excluded Subsidiary (other than solely as a result of becoming a Non-Wholly Owned Subsidiary) or (2) at the written election of Bidco or any Borrower, in connection with a transaction permitted under this Agreement, as a result of which such Subsidiary Loan Party’s Party ceases to be a Wholly Owned Subsidiary, unless the primary purpose (as reasonably determined by Bidco) of such transaction was to release such Subsidiary Loan Party from its obligations under the Loan Documents; provided that, if so required by this Agreement, the Required Lenders shall have consented to such transaction and the terms of such consent shall not have provided otherwise. Upon any sale, disposition or other transfer by any Loan Party (other than to Holdings, any Intermediate Parent, Bidco, any Borrower or any Subsidiary Loan Party) of any Collateral Agreement in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral, the security interests in such Collateral created by the Security Documents shall be automatically terminated and released. Upon the Administrative Agent shall promptly (and release of Holdings or any Subsidiary Loan Party from its Guarantee in compliance with this Agreement, the Lenders hereby authorize the Administrative Agent to) and at the Borrower’s expense take such action and execute security interest in any such documents as may be reasonably requested Collateral owned by Holdings or the Borrower to terminate such Subsidiary Loan Party’s Party created by the Security Documents shall be automatically released. Upon the designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Agreement, the security interest created by the Security Documents in the Equity Interests of such new Unrestricted Subsidiary shall automatically be released. Upon the Termination Date all obligations under the Collateral Agreement. In addition, the Administrative Agent agrees to take such actions as are reasonably requested by Holdings or the Borrower Loan Documents and at the Borrower’s expense to terminate the Liens and all security interests created by the Security Documents shall be automatically released. In connection with any termination or release pursuant to this Section 9.14, the Administrative Agent or the Collateral Agent, as the case may be, shall execute and deliver to any Loan Documents when Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to file or register in any office, or to evidence such termination or release, so long as Bidco or applicable Loan Party shall have provided the Obligations (other than Obligations Administrative Agent or the Collateral Agent, as the case may be, such certifications or documents as the Administrative Agent or the Collateral Agent, as the case may be, shall reasonably request in respect of (i) Specified Hedge Agreements and Cash Management Obligations that are not then due and payable and (ii) contingent indemnification and reimbursement obligations that are not yet due and payable and for which no claim has been asserted) are paid in full and the Commitments are terminatedorder to demonstrate compliance with this Agreement.
Appears in 4 contracts
Samples: Credit Agreement (Viasat Inc), Credit Agreement (Viasat Inc), Credit Agreement (Viasat Inc)
Release of Liens and Guarantees. In the event that any A Subsidiary Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of the Equity Interests or assets of any Loan Party (other than Equity Interests of the Borrower) to a Person that is not (and is not required to become) a Loan Party in a transaction not prohibited by shall automatically be released from its obligations under the Loan Documents, at the request of the Borrower, any Liens and all security interests created by any Loan Document the Security Documents in respect of Collateral owned by such Equity Interests or assets shall be automatically released and the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense in connection with such release of any Liens created by any Loan Document in respect of such Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Loan Party shall be released, (other than 1) automatically upon the Borrower) in a consummation of any single transaction or related series of transactions permitted by the Loan Documents (including through merger, consolidation, amalgamation or otherwise) and this Agreement as a result of which such Subsidiary Loan Party would cease ceases to be a Restricted Subsidiary (including pursuant to a merger with a Subsidiary that is not a Loan Party or a designation as an Unrestricted Subsidiary), or (2) upon notice by the Borrower to the Administrative Agent, if a Subsidiary Loan Party becomes an Excluded Subsidiary, including, in connection with a transaction permitted under this Agreement, the result of which such Subsidiary Loan Party ceases to be a wholly-owned Subsidiary as contemplated by the definition of “Excluded Subsidiary”; provided that a Subsidiary Loan Party shall not be released from the Guarantee in connection with a de minimis transfer of Equity Interests in such Subsidiary Loan Party if there is no bona fide business purpose for each transfer of Equity Interests and such transfer of Equity Interests is intended solely to obtain a release of the Guarantee, in each case as determined in good faith by the Borrower. The security interests in any applicable Collateral created by the Security Documents or any applicable Guarantee shall be released, (i) automatically upon any sale or other transfer as part of or in connection with a Disposition by any Loan Party (other than to Holdings, the Borrower or any other Loan Party’s ) of any Collateral in a transaction permitted under this Agreement, (ii) upon notice by the Borrower to the Administrative Agent, if any property granted to or held by the Administrative Agent under any Loan Documents does not constitute (or ceases to constitute) Collateral, including by becoming an Excluded Asset or (iii) upon the effectiveness of any written consent to the release of the Lien or security interest created under any Security Document in any Collateral or the release of any Loan Party from its Guarantee under the Guarantee Agreement pursuant to Section 9.02. Upon the occurrence of the Termination Date, all obligations under the Collateral Agreement shall be automatically terminated and Loan Documents (other than obligations that by their terms survive the Administrative Agent shall promptly (and termination of the Lenders hereby authorize the Administrative Agent toLoan Documents) and at the Borrower’s expense take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower to terminate such Subsidiary Loan Party’s obligations under the Collateral Agreement. In addition, the Administrative Agent agrees to take such actions as are reasonably requested by Holdings or the Borrower and at the Borrower’s expense to terminate the Liens and all security interests created by the Security Documents shall be automatically released. In connection with any termination or release pursuant to this Section or in connection with any subordination of its interest as required by Article VIII, the Administrative Agent shall execute and deliver to any Loan Documents when Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section shall be without recourse to or warranty by the Obligations (other than Obligations Administrative Agent. The Lenders irrevocably authorize the Administrative Agent to release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02(ii), 6.02(iv), 6.02(v), 6.02(vi), 6.02(vii), 6.02(viii), 6.02(xi), 6.02(xii), 6.02(xiii), 6.02(xiv), 6.02(xv), 6.02(xvi), 6.02(xvii), 6.02(xviii), 6.02(xxi), 6.02(xxii), 6.02(xxiii), 6.02(xxv), 6.02(xxvi), 6.02(xxvii), 6.02(xxviii), 6.02(xxix), 6.02(xxxi), 6.02(xxxiv), or 6.02(xxxv) in respect each case, to the extent required by the terms of (i) Specified Hedge Agreements and Cash Management Obligations that are not then due and payable and (ii) contingent indemnification and reimbursement the obligations that are not yet due and payable and for which no claim has been asserted) are paid in full and secured by such Liens pursuant to documents reasonably acceptable to the Commitments are terminatedAdministrative Agent.
Appears in 4 contracts
Samples: Credit Agreement (GoHealth, Inc.), The Credit Agreement (GoHealth, Inc.), Credit Agreement (GoHealth, Inc.)
Release of Liens and Guarantees. In the event that any A Subsidiary Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of the Equity Interests or assets of any Loan Party (other than Equity Interests of the Borrower) to a Person that is not (and is not required to become) a Loan Party in a transaction not prohibited by shall automatically be released from its obligations under the Loan Documents, at and all security interests created by the Security Documents in Collateral owned by (and, in the case of clauses (1), (2) and (3), in each case, to the extent constituting Excluded Assets, upon the request of the Borrower, any Liens created by any Loan Document in respect of such the Equity Interests or assets of) such Subsidiary Loan Party shall be automatically released and released, (1) upon the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense in connection with such release consummation of any Liens created by any Loan Document in respect of such Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Loan Party (other than the Borrower) in a transaction permitted by the Loan Documents (including through merger, consolidation, amalgamation or otherwise) and this Agreement as a result of which such Subsidiary Loan Party would cease ceases to be a Restricted Subsidiary (including pursuant to a merger with a Subsidiary that is not a Loan Party or a designation as an Unrestricted Subsidiary), (2) upon the request of the Borrower, upon any Subsidiary Loan Party becoming an Excluded Subsidiary in connection with a transaction permitted by the Credit Agreement (including, a conversion of the Convertible Notes, resulting in the Note Obligations ceasing to be outstanding) or (3) upon the request of the Borrower, in connection with a transaction permitted under this Agreement, as a result of which such Subsidiary Loan Party ceases to be a wholly-owned Subsidiary or otherwise becomes an Excluded Subsidiary. Upon (i) any sale or other transfer by any Loan Party (other than to Holdings, the Borrower or any other Loan Party) of any Collateral in a transaction permitted under this Agreement or (ii) the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral or the release of any Loan Party from its Guarantee under the Guarantee Agreement pursuant to Section 9.02, the security interests in such Collateral created by the Security Documents or such Guarantee shall be automatically released and the Collateral Agent shall promptly file any financing statements as reasonably requested by the Borrower (subject to the Administrative Agent’s receipt of an officer’s certificate as described below) to document such release. Upon the consummation of any seller financing arrangement permitted under this Agreement pursuant to which a seller retains security interest in the assets acquired by any Loan Party as part of such seller financing arrangement that is permitted pursuant to Section 6.02(xiii), to the extent and for so long as the agreements governing such seller financing do not permit any other Liens on such assets, and such assets are not subject to a Lien securing the Convertible Notes, the Lien in such assets (that are subject to such Lien under such seller financing arrangement) granted to the Collateral Agent under the Security Documents shall be automatically released, and the Collateral Agent shall promptly file any financing statements as reasonably requested by the Borrower (subject to the Administrative Agent’s receipt of an officer’s certificate as described below) to document such release. Upon the occurrence of the Termination Date, all obligations under the Collateral Agreement shall be automatically terminated Loan Documents and the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) and at the Borrower’s expense take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower to terminate such Subsidiary Loan Party’s obligations under the Collateral Agreement. In addition, the Administrative Agent agrees to take such actions as are reasonably requested by Holdings or the Borrower and at the Borrower’s expense to terminate the Liens and all security interests created by the Security Documents shall be automatically released. In connection with any termination or release pursuant to this Section, the Administrative Agent and or the Collateral Agent shall execute and deliver to any Loan Documents when Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release, subject to receipt of a certificate of a Responsible Officer of the Obligations (other than Obligations in respect Borrower, if requested by the Administrative Agent or the Collateral Agent. Any execution and delivery of (i) Specified Hedge Agreements documents pursuant to this Section shall be without recourse to or warranty by the Administrative Agent or the Collateral Agent. The Administrative Agent and Cash Management Obligations that are not then due and payable and (ii) contingent indemnification and reimbursement obligations that are not yet due and payable and for which no claim has been asserted) are paid in full Collateral Agent will, and the Commitments are terminatedLenders irrevocably authorize the Administrative Agent and Collateral Agent to, release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02(iv), (viii)(A) or (xxii) to the extent required by the terms of the obligations secured by such Liens pursuant to documents reasonably acceptable to the Administrative Agent and Collateral Agent).
Appears in 3 contracts
Samples: Revolving Credit Agreement (Vacasa, Inc.), Revolving Credit Agreement (Vacasa, Inc.), Revolving Credit Agreement (Vacasa, Inc.)
Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of the Equity Interests or assets of any Loan Party (other than Equity Interests of the Borrowera) to a Person that is not (and is not required to become) a Loan Party in a transaction not prohibited by A Subsidiary Guarantor shall automatically be released from its obligations under the Loan Documents, at the request of the Borrower, any Liens and all security interests created by any Loan Document the Security Documents in respect of Collateral owned by such Equity Interests or assets Subsidiary Guarantor shall be automatically released and released, upon the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense in connection with such release consummation of any Liens created by any Loan Document in respect of such Equity Interests transaction or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Loan Party (other than the Borrower) in a transaction designation permitted by the Loan Documents (including through merger, consolidation, amalgamation or otherwise) and this Agreement as a result of which such Subsidiary Loan Party would cease Guarantor ceases to be a Restricted Subsidiary (including pursuant to a permitted merger, amalgamation or consolidation with a Subsidiary that is not a Loan Party or a designation as an Unrestricted Subsidiary). Upon any sale, disposition or other transfer by any Loan Party (other than to the Borrower or any Subsidiary Guarantor) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral, the security interests in such Collateral created by the Security Documents shall be automatically released. Upon the release of any Subsidiary Guarantor from its Subsidiary Guarantee in compliance with this Agreement, the security interest in any Collateral owned by such Subsidiary Loan Party’s Guarantor created by the Security Documents shall be automatically released. Upon the designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Agreement, the security interest created by the Security Documents in the Equity Interests of such new Unrestricted Subsidiary shall automatically be released. Upon the Termination Date all obligations under the Collateral Agreement shall be automatically terminated and Loan Documents (other than obligations that survive termination pursuant to the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent toterms thereof) and at the Borrower’s expense take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower to terminate such Subsidiary Loan Party’s obligations under the Collateral Agreement. In addition, the Administrative Agent agrees to take such actions as are reasonably requested by Holdings or the Borrower and at the Borrower’s expense to terminate the Liens and all security interests created by the Security Documents shall be automatically released. In connection with any termination or release pursuant to this Section 9.14, the Administrative Agent or the Collateral Agent, as the case may be, shall execute and deliver to any Loan Documents when Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to file or register in any office, or to evidence such termination or release, so long as the Obligations (other than Obligations Borrower or applicable Loan Party shall have provided the Administrative Agent or the Collateral Agent, as the case may be, such certifications or documents as the Administrative Agent or the Collateral Agent, as the case may be, shall reasonably request in respect of (i) Specified Hedge Agreements and Cash Management Obligations that are not then due and payable and (ii) contingent indemnification and reimbursement obligations that are not yet due and payable and for which no claim has been asserted) are paid in full and the Commitments are terminatedorder to demonstrate compliance with this Agreement.
Appears in 3 contracts
Samples: Credit Agreement (Viasat Inc), Credit Agreement (Viasat Inc), Credit Agreement (Viasat Inc)
Release of Liens and Guarantees. In the event that any A Subsidiary Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of the Equity Interests or assets of any Loan Party (other than Equity Interests of the Borrower) to a Person that is not (and is not required to become) a Loan Party in a transaction not prohibited by shall automatically be released from its obligations under the Loan Documents, at and all security interests created by the Security Documents in Collateral owned by (and, in the case of clause (1), (2) and (3), in each case, to the extent constituting Excluded Assets, upon the request of the Borrower, any Liens created by any Loan Document in respect of such the Equity Interests or assets of) such Subsidiary Loan Party shall be automatically released and released, (1) upon the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense in connection with such release consummation of any Liens created by any Loan Document in respect of such Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Loan Party (other than the Borrower) in a transaction permitted by the Loan Documents (including through merger, consolidation, amalgamation or otherwise) and this Agreement as a result of which such Subsidiary Loan Party would cease ceases to be a Restricted Subsidiary (including pursuant to a merger with a Subsidiary that is not a Loan Party or a designation as an Unrestricted Subsidiary), (2) upon the request of the Borrower, upon any Subsidiary Loan Party becoming an Excluded Subsidiary or (3) upon the request of the Borrower, in connection with a transaction permitted under this Agreement, as a result of which such Subsidiary Loan Party ceases to be a wholly-owned Subsidiary or otherwise becomes an Excluded Subsidiary. Upon (i) any sale or other transfer by any Loan Party (other than to Holdings, the Borrower or any other Loan Party’s ) of any Collateral in a transaction permitted under this Agreement or (ii) the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral or the release of any Loan Party from its Guarantee under the Guarantee Agreement pursuant to Section 9.02, the security interests in such Collateral created by the Security Documents or such guarantee shall be automatically released. Upon the occurrence of the Termination Date, all obligations under the Collateral Agreement shall be automatically terminated Loan Documents and the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) and at the Borrower’s expense take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower to terminate such Subsidiary Loan Party’s obligations under the Collateral Agreement. In addition, the Administrative Agent agrees to take such actions as are reasonably requested by Holdings or the Borrower and at the Borrower’s expense to terminate the Liens and all security interests created by the Security Documents shall be automatically released. In connection with any termination or release pursuant to this Section, the Administrative Agent shall execute and deliver to any Loan Documents when Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section shall be without recourse to or warranty by the Obligations (other than Obligations in respect of (i) Specified Hedge Agreements Administrative Agent. The Administrative Agent and Cash Management Obligations that are not then due and payable and (ii) contingent indemnification and reimbursement obligations that are not yet due and payable and for which no claim has been asserted) are paid in full Collateral Agent will, and the Commitments are terminatedLenders irrevocably authorize the Administrative Agent and Collateral Agent to, release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02(iv), (viii)(A) or (xxii) to the extent required by the terms of the obligations secured by such Liens pursuant to documents reasonably acceptable to the Administrative Agent and Collateral Agent).
Appears in 3 contracts
Samples: Credit Agreement (EverCommerce Inc.), Agreement (EverCommerce Inc.), Credit Agreement (EverCommerce Inc.)
Release of Liens and Guarantees. In the event that any (a) A Subsidiary Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of the Equity Interests or assets of any Loan Party (other than Equity Interests of the Borrower) to a Person that is not (and is not required to become) a Loan Party in a transaction not prohibited by shall automatically be released from its obligations under the Loan Documents, at the request of the Borrower, any Liens and all security interests created by any the Security Documents in Collateral owned by such Subsidiary Loan Document in respect of such Equity Interests or assets Party shall be automatically released and released, (1) upon the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense in connection with such release consummation of any Liens created by any Loan Document in respect of such Equity Interests transaction or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Loan Party (other than the Borrower) in a transaction designation permitted by the Loan Documents (including through merger, consolidation, amalgamation or otherwise) and this Agreement as a result of which such Subsidiary Loan Party would cease ceases to be a Restricted Subsidiary (including pursuant to a permitted merger with a Subsidiary that is not a Loan Party or a designation as an Unrestricted Subsidiary) or becomes an Excluded Subsidiary (other than solely as a result of becoming a Non-Wholly Owned Subsidiary) or (2) upon the request of a Co-Borrower, in connection with a transaction permitted under this Agreement, as a result of which such Subsidiary Loan Party ceases to be a Wholly Owned Subsidiary; provided that, if so required by this Agreement, the Required Lenders shall have consented to such transaction and the terms of such consent shall not have provided otherwise. Upon any sale, disposition or other transfer by any Loan Party (other than to Holdings, any Co-Borrower or any Subsidiary Loan Party’s ) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent from the requisite Lenders hereunder to the release of the security interest created under any Security Document in any Collateral, the security interests in such Collateral created by the Security Documents shall be automatically released. Upon the release of Holdings or any Subsidiary Loan Party from its Guarantee in compliance with this Agreement, the security interest in any Collateral owned by Holdings or such Subsidiary or Loan Party created by the Security Documents shall be automatically released. Upon the designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Agreement, the security interest created by the Security Documents in the Equity Interests of such new Unrestricted Subsidiary shall automatically be released. Upon the Termination Date all obligations under the Collateral Agreement shall be automatically terminated Loan Documents and the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) and at the Borrower’s expense take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower to terminate such Subsidiary Loan Party’s obligations under the Collateral Agreement. In addition, the Administrative Agent agrees to take such actions as are reasonably requested by Holdings or the Borrower and at the Borrower’s expense to terminate the Liens and all security interests created by the Security Documents shall be automatically released. In connection with any termination or release pursuant to this Section 9.14, the Administrative Agent or the Collateral Agent, as the case may be, shall execute and deliver to any Loan Documents when Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request or to file or register in any office, or to evidence, such termination or release so long as each Co-Borrower or applicable Loan Party shall have provided the Obligations (other than Obligations Administrative Agent or the Collateral Agent, as the case may be, such certifications or documents as the Administrative Agent or the Collateral Agent, as the case may be, shall reasonably request in respect of (i) Specified Hedge Agreements and Cash Management Obligations that are not then due and payable and (ii) contingent indemnification and reimbursement obligations that are not yet due and payable and for which no claim has been asserted) are paid in full and the Commitments are terminatedorder to demonstrate compliance with this Agreement.
Appears in 3 contracts
Samples: Credit Agreement (Graftech International LTD), Credit Agreement (Graftech International LTD), Credit Agreement (Graftech International LTD)
Release of Liens and Guarantees. In Subject to the event that reinstatement provisions set forth in any Security Document, a Subsidiary Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of the Equity Interests or assets of any Loan Party (other than Equity Interests of the Borrower) to a Person that is not (and is not required to become) a Loan Party in a transaction not prohibited by shall automatically be released from its obligations under the Loan Documents, at the request of the Borrower, any Liens and all security interests created by the Security Documents in Collateral owned by such Subsidiary Loan Party shall be automatically released, upon the consummation of any transaction permitted by this Agreement or other external event that does not result in a breach or default of any Loan Document in respect of such Equity Interests or assets shall be automatically released and the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense in connection with such release of any Liens created by any Loan Document in respect of such Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Loan Party (other than the Borrower) in a transaction permitted by the Loan Documents (including through merger, consolidation, amalgamation or otherwise) and as a result of which such Subsidiary Loan Party would cease ceases to be a Restricted Designated Subsidiary; provided that, if so required by this Agreement, the Required Lenders (or such Subsidiary greater number of Lenders as shall be required hereunder) shall have consented to such transaction and the terms of such consent shall not have provided otherwise. Upon any sale or other transfer by any Loan Party (other than to Holdings, the Borrower or any other Loan Party’s obligations , or to any Subsidiary that, upon the consummation of such sale or other transfer would be required to become a Loan Party) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral Agreement pursuant to Section 9.08, the security interests in such Collateral created by the Security Documents shall be automatically terminated and released. In connection with any termination or release pursuant to this Section, the Administrative Agent shall promptly (execute and deliver to the Lenders hereby applicable Loan Party, at such Loan Party’s expense, all documents, and take all such actions, in each case that such Loan Party shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section shall be without recourse to or warranty by the Administrative Agent. Each of the Secured Parties irrevocably authorize the Administrative Agent to) Agent, at its option and at in its discretion, to effect the Borrower’s expense take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower to terminate such Subsidiary Loan Party’s obligations under the Collateral Agreement. In addition, the Administrative Agent agrees to take such actions as are reasonably requested by Holdings or the Borrower and at the Borrower’s expense to terminate the Liens and security interests created by the Loan Documents when all the Obligations (other than Obligations releases set forth in respect of (i) Specified Hedge Agreements and Cash Management Obligations that are not then due and payable and (ii) contingent indemnification and reimbursement obligations that are not yet due and payable and for which no claim has been asserted) are paid in full and the Commitments are terminatedthis Section.
Appears in 3 contracts
Samples: Revolving Credit Agreement (Alcoa Upstream Corp), Revolving Credit Agreement (Alcoa Upstream Corp), Revolving Credit Agreement (Alcoa Inc.)
Release of Liens and Guarantees. (a) In the event that Holdings, the Borrower or any Loan Party of their Subsidiaries conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of the Equity Interests Interests, assets or assets property of Holdings, the Borrower or any Loan Party (other than Equity Interests of the Borrower) their Subsidiaries to a Person that is not (and is not required to become) a Loan Party in a transaction not prohibited by Section 6.05, the Loan Documents, at the request of the Borrower, any Liens created by any Loan Document in respect of such Equity Interests or assets shall be automatically released Administrative Agent and the Administrative Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s 's expense in connection with such to release of any Liens created by any Loan Document in respect of such Equity Interests, assets or property (provided that in no event shall the Equity Interests of the Borrower be released under this Section 9.17), including the release and satisfaction of record of any mortgage or assetsdeed of trust granted in connection herewith, and, in the case of a disposition of all or substantially all the Equity Interests of any Subsidiary Loan Party (other than the Borrower) in a transaction permitted by the Loan Documents (including through mergerGuarantor, consolidation, amalgamation or otherwise) and as a result of which terminate such Subsidiary Loan Party would cease to be a Restricted Subsidiary, such Subsidiary Loan Party’s Guarantor's obligations under the Collateral Agreement shall be automatically terminated and the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) and at the Borrower’s expense take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower to terminate such Subsidiary Loan Party’s obligations under the Collateral Guarantee Agreement. In addition, the Administrative Agent agrees and the Collateral Agent agree to take such actions as are reasonably requested by Holdings or the Borrower and at the Borrower’s 's expense to terminate the Liens and security interests created by the Loan Documents when all the Obligations (other than Obligations in respect of (i) Specified Hedge Agreements and Cash Management Obligations that are not then due and payable and (ii) contingent indemnification and reimbursement obligations that are not yet due and payable and for which no claim has been asserted) are paid in full and the all Letters of Credit and Commitments are terminated. Any representation, warranty or covenant contained in any Loan Document relating to any such Equity Interests, assets, property or Subsidiary of Holdings (other than the Borrower) shall no longer be deemed to be made once such Equity Interests, assets or property is so conveyed, sold, leased, assigned, transferred or disposed of.
Appears in 3 contracts
Samples: Credit Agreement (Graham Packaging Co), Credit Agreement (Graham Packaging Holdings Co), Credit Agreement (Graham Packaging Holdings Co)
Release of Liens and Guarantees. In the event that any A Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of the Equity Interests or assets of any Loan Party (other than Equity Interests of the Borrower) to a Person that is not (and is not required to become) a Loan Party in a transaction not prohibited by shall automatically be released from its obligations under the Loan Documents, at the request of the Borrower, any Liens and all security interests created by any the Security Documents in Collateral owned by such Subsidiary Loan Document in respect of such Equity Interests or assets Party shall be automatically released and released, (1) upon the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense in connection with such release consummation of any Liens created by any Loan Document in respect of such Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Loan Party (other than the Borrower) in a transaction permitted by the Loan Documents (including through merger, consolidation, amalgamation or otherwise) and this Agreement as a result of which such Subsidiary Loan Party would cease ceases to be a Restricted Subsidiary (including pursuant to a merger with a Subsidiary that is not a Loan Party or a designation as an Unrestricted Subsidiary) or (2) upon the request of the Borrower, in connection with a transaction permitted under this Agreement, as a result of which such Subsidiary Loan party ceases to be a wholly-owned Subsidiary; provided that, in either case, if ABL Priority Collateral with a value in excess of $30,000,000 is owned by such subsidiary, the Borrower shall deliver an updated Borrowing Base Certificate giving pro forma effect thereto. Upon (i) any sale or other transfer by any Loan Party (other than to the Borrower or any Subsidiary Loan Party’s ) of any Collateral in a transaction permitted under this Agreement or (ii) the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral or the release of any Loan Party from its Guarantee under the Guarantee Agreement pursuant to Section 9.02, the security interests in such Collateral created by the Security Documents or such guarantee shall be automatically released. Upon termination of the aggregate Commitments and payment in full of all Loan Document Obligations (other than contingent indemnification obligations), all obligations under the Collateral Agreement shall be automatically terminated Loan Documents and the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) and at the Borrower’s expense take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower to terminate such Subsidiary Loan Party’s obligations under the Collateral Agreement. In addition, the Administrative Agent agrees to take such actions as are reasonably requested by Holdings or the Borrower and at the Borrower’s expense to terminate the Liens and all security interests created by the Security Documents shall be automatically released. In connection with any termination or release pursuant to this Section, the Administrative Agent shall execute and deliver to any Loan Documents when Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section shall be without recourse to or warranty by the Obligations Administrative Agent. The Lenders irrevocably authorize the Administrative Agent to release or subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02(iv) or (other than Obligations in respect xii) to the extent required by the terms of (i) Specified Hedge Agreements and Cash Management Obligations that are not then due and payable and (ii) contingent indemnification and reimbursement the obligations that are not yet due and payable and for which no claim has been asserted) are paid in full and secured by such Liens pursuant to documents reasonably acceptable to the Commitments are terminatedAdministrative Agent).
Appears in 3 contracts
Samples: Abl Credit Agreement (Chewy, Inc.), Credit Agreement (Chewy, Inc.), Abl Credit Agreement (Chewy, Inc.)
Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of the Equity Interests or assets of any Loan Party (other than Equity Interests of the Borrower) to a Person that is not (and is not required to become) a Loan Party in a transaction not prohibited by the Loan Documents, at the request of the Borrower, any Liens created by any Loan Document in respect of such Equity Interests or assets shall be automatically released and the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense in connection with such release of any Liens created by any Loan Document in respect of such Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any A Subsidiary Loan Party (other than the Borrower) shall automatically be released from its obligations under the Loan Documents, and all security interests created by the Security Documents in a Collateral owned by such Subsidiary Loan Party shall be automatically released upon the consummation of any single transaction or related series of transactions permitted by the Loan Documents (including through merger, consolidation, amalgamation or otherwise) and this Agreement as a result of which such Subsidiary Loan Party would cease ceases to be a Restricted Loan Party (including pursuant to a merger with a Subsidiary that is not a Loan Party, becoming an Excluded Subsidiary or a designation as an Unrestricted Subsidiary, ); provided that no Subsidiary Loan Party shall be released from its obligations under the Loan Documents and no security interest or Lien on the Collateral of or Equity Interest in such Subsidiary Loan Party shall be released if such Subsidiary Loan Party becomes an Excluded Subsidiary solely pursuant to clause (a) of the definition of “Excluded Subsidiary” unless such Subsidiary Loan Party becomes a non-wholly owned Restricted Subsidiary pursuant to a transaction where such Subsidiary Loan Party becomes a bona fide joint venture and the other Person obtaining the Equity Interests in such Subsidiary Loan Party is not an Affiliate of the Loan Parties (other than as a result of such joint venture). (i) Upon any sale as part of or in connection with a Disposition by any Loan Party (other than to Holdings, the Borrower or any other Loan Party’s ) of any Collateral in a transaction permitted under this Agreement, (ii) if any property granted to or held by the Administrative Agents under any Loan Documents is or becomes an Excluded Asset or (iii) upon the effectiveness of any written consent to the release of the Lien or security interest created under any Security Document in any Collateral or the release of any Loan Party from its Guarantee under the Guarantee Agreement pursuant to Section 9.02, the security interests in such Collateral created by the Security Documents or such Guarantee shall be automatically released. Upon the occurrence of the Termination Date, all obligations under the Collateral Agreement shall be automatically terminated Loan Documents and the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) and at the Borrower’s expense take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower to terminate such Subsidiary Loan Party’s obligations under the Collateral Agreement. In addition, the Administrative Agent agrees to take such actions as are reasonably requested by Holdings or the Borrower and at the Borrower’s expense to terminate the Liens and all security interests created by the Security Documents shall be automatically released. In connection with any termination or release pursuant to this Section or in connection with any subordination of its interest as required by Section 8.01, the Administrative Agents shall execute and deliver to any Loan Documents when Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section shall be without recourse to or warranty by the Obligations (other than Obligations in respect of (i) Specified Hedge Agreements and Cash Management Obligations that are not then due and payable and (ii) contingent indemnification and reimbursement obligations that are not yet due and payable and for which no claim has been asserted) are paid in full Administrative Agents. The Lenders irrevocably authorize the Administrative Agents and the Commitments are terminatedCollateral Agent to release or subordinate any Lien on any property granted to or held by the Administrative Agents or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02(iv) to the extent required by the terms of the obligations secured by such Liens pursuant to documents reasonably acceptable to the Administrative Agents.
Appears in 3 contracts
Samples: Credit Agreement (Koppers Holdings Inc.), Credit Agreement (Koppers Holdings Inc.), Credit Agreement (Koppers Holdings Inc.)
Release of Liens and Guarantees. (a) In the event that (i) the Borrower or any Subsidiary Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of its assets (including the Equity Interests or assets of any Loan Party (other than Equity Interests of the Borrowerits Subsidiaries) to a Person that is not (and is not required to become) a Loan Party in a transaction not prohibited by the Loan DocumentsDocuments (other than any sale or conveyance of any assets to Eddy County in connection with the IRB Transactions), at the request of the Borrower(ii) any Restricted Subsidiary becomes an Unrestricted Subsidiary (other than any Included Entity, any Liens created by Ohio Joint Venture or, from and after the Opt-In Time, the Double E Joint Venture) or (iii) any Subsidiary ceases to be a Revolver Loan Document Party, then, in respect any of such Equity Interests or assets shall be automatically released cases, the Administrative Agent and the Administrative Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s sole cost and expense in connection with such to release of any Liens created by any Loan Document in respect of such Equity Interests Interests, Subsidiary Loan Party or assetsassets that are the subject of such disposition, and, release any Liens created by any Loan Document in the case respect of a disposition of the Equity Interests of any Restricted Subsidiary that becomes an Unrestricted Subsidiary (other than any Included Entity, any Ohio Joint Venture or, from and after the Opt-In Time, the Double E Joint Venture), and release any Guarantees of the Obligations and release any Liens granted to secure the Obligations, in each case by a Person that ceases to be a Subsidiary of the Borrower or that ceases to be a Subsidiary Loan Party (other than the Borrower) in a transaction permitted by the Loan Documents (including through merger, consolidation, amalgamation or otherwise) and as a result of which a transaction described above. Any representation, warranty or covenant contained in any Loan Document relating to any such Subsidiary Loan Party would cease Equity Interests or assets shall no longer be deemed to be a Restricted Subsidiarymade once such Equity Interests or assets are so conveyed, such Subsidiary Loan Party’s obligations sold, leased, assigned, transferred or disposed of. Any sale or conveyance of any assets to Eddy County in connection with the IRB Transactions shall be subject to all Liens thereon created under the Collateral Agreement shall be automatically terminated Loan Documents, and the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) and at the Borrower’s expense take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower to terminate such Subsidiary Loan Party’s obligations Liens created under the Collateral Agreement. In addition, the Administrative Agent agrees to take such actions as are reasonably requested by Holdings or the Borrower and at the Borrower’s expense to terminate the Liens and security interests created by the Loan Documents when all the Obligations (other than Obligations shall continue in respect of (i) Specified Hedge Agreements and Cash Management Obligations that are not then due and payable and (ii) contingent indemnification and reimbursement obligations that are not yet due and payable and for which no claim has been asserted) are paid in full and the Commitments are terminatedeffect after such sale or conveyance.
Appears in 3 contracts
Samples: Credit Agreement (Summit Midstream Partners, LP), Credit Agreement (Summit Midstream Partners, LP), Guarantee and Collateral Agreement (Summit Midstream Partners, LP)
Release of Liens and Guarantees. In the event that any A Subsidiary Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of the Equity Interests or assets of any Loan Party (other than Equity Interests of the Borrower) to a Person that is not (and is not required to become) a Loan Party in a transaction not prohibited by shall automatically be released from its obligations under the Loan Documents, at the request of the Borrower, any Liens and all security interests created by any the Security Documents in Collateral owned by such Subsidiary Loan Document in respect of such Equity Interests or assets Party shall be automatically released and released, (1) upon the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense in connection with such release consummation of any Liens created by any Loan Document in respect single transaction or related series of such Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Loan Party (other than the Borrower) in a transaction transactions permitted by the Loan Documents (including through merger, consolidation, amalgamation or otherwise) and this Agreement as a result of which such Subsidiary Loan Party would cease ceases to be a Restricted SubsidiarySubsidiary or becomes an Excluded Subsidiary (subject to the proviso set forth in clause (a) of the Excluded Subsidiary definition) or (2) upon the request of the Borrower, in connection with a transaction permitted under this Agreement, as a result of which such Subsidiary Loan Party ceases to be a wholly-owned Subsidiary (subject to the proviso set forth in clause (a) of the Excluded Subsidiary definition). Subject to Section 6.19, (i) upon any sale or other transfer as part of or in connection with a Disposition by any Loan Party (other than to the Borrower or any other Loan Party’s ) of any Collateral in a transaction permitted under this Agreement, (ii) if any property granted to or held by the Collateral Agent under any Loan Documents does not constitute (or ceases to constitute) and is not required to be Collateral or (iii) upon the effectiveness of any written consent to the release of the Lien or security interest created under any Security Document in any Collateral or the release of any Loan Party from its Guarantee under the Domestic Guarantee Agreement or the Foreign Guarantee Agreement, as applicable, pursuant to Section 9.02, the security interests in such Collateral created by the Security Documents or such Guarantee shall be automatically released. The security interest in any Collateral of a Foreign Loan Party will also be released pursuant to Foreign Loan Documents as specified by the Agreed Security Principles or the Canadian Collateral and Guarantee Requirement, as applicable. Upon the occurrence of the Termination Date, all obligations under the Collateral Agreement shall be automatically terminated Loan Documents and the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) and at the Borrower’s expense take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower to terminate such Subsidiary Loan Party’s obligations under the Collateral Agreement. In addition, the Administrative Agent agrees to take such actions as are reasonably requested by Holdings or the Borrower and at the Borrower’s expense to terminate the Liens and all security interests created by the Security Documents shall be automatically released. In connection with any termination or release pursuant to this Section or in connection with any subordination of its interest as required by Article VIII, the Administrative Agent or Collateral Agent, as applicable, acting at the direction of the Required Lenders, shall execute and deliver to any Loan Documents when Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section shall be without recourse to or warranty by the Obligations Administrative Agent or Collateral Agent. The Lenders irrevocably authorize the Administrative Agent and Collateral Agent, as applicable, to release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02(iv) to the extent required by the terms of the obligations secured by such Liens at the Loan Parties’ reasonable request. The parties hereto acknowledge and agree that the Administrative Agent and the Collateral Agent may rely conclusively as to any of the matters described in this Section 9.15 (other than Obligations in respect including as to its authority hereunder) on a certificate or similar instrument provided to it by any Loan Party without further inquiry or investigation, which certificate shall be delivered to the Administrative Agent and the Collateral Agent by the Loan Parties upon request. In the event of any conflict or inconsistency between any term of the Agreed Security Principles, if applicable, and any term of a Foreign Loan Document, the Secured Parties authorize, instruct and direct the Collateral Agent to, and the Collateral Agent shall promptly upon written request of the Borrower (i) Specified Hedge Agreements and Cash Management Obligations that are not then due and payable and enter into such amendments to such Foreign Loan Document or (ii) contingent indemnification release and reimbursement obligations that are not yet due terminate such Foreign Loan Document and payable and for which no claim has been asserted) are paid enter into a replacement Security Document on such amended terms, in full each case as shall be necessary or desirable to cure such conflict or inconsistency as the Borrower and the Commitments are terminatedAdministrative Agent (acting at the direction of the Required Lenders) shall determine in their reasonable discretion. Upon request by the Administrative Agent or Collateral Agent at any time, the Required Lenders will confirm in writing such Agent’s authority to release particular types or items of Collateral pursuant to this Section and the other Loan Documents.
Appears in 3 contracts
Samples: Credit Agreement (Endurant Capital Management LP), Credit Agreement (TENOR CAPITAL MANAGEMENT Co., L.P.), Credit Agreement (DG Capital Management, LLC)
Release of Liens and Guarantees. In the event that any (a) A Subsidiary Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of the Equity Interests or assets of any Loan Party (other than Equity Interests of the Borrower) to a Person that is not (and is not required to become) a Loan Party in a transaction not prohibited by shall automatically be released from its obligations under the Loan Documents, at the request of the Borrower, any Liens and all security interests created by any Loan Document the Security Documents in respect of Collateral owned by such Equity Interests or assets Subsidiary shall be automatically released and released, upon the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense in connection with such release consummation of any Liens created by any Loan Document in respect of such Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Loan Party (other than the Borrower) in a transaction permitted by the Loan Documents (including through merger, consolidation, amalgamation or otherwise) and this Agreement as a result of which such Subsidiary Loan Party would cease ceases to be a Restricted SubsidiarySubsidiary (including pursuant to a permitted merger with a Subsidiary that is not a Loan Party); provided that, if so required by this Agreement, the Required Lenders shall have consented to such transaction and the terms of such consent shall not have provided otherwise. Upon any sale or other transfer by any Loan Party (other than to the Borrower or any Subsidiary Loan Party) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral in accordance with Section 9.02(b), the security interest in such Collateral created by the Security Documents shall be automatically released. Upon the release of any Subsidiary Loan Party from its Guarantee in compliance with this Agreement, the security interest in any Collateral owned by such Subsidiary Loan Party’s Party created by the Security Documents shall be automatically released. Upon the designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Agreement, the security interest created by the Security Documents in the Equity Interests of such Subsidiary shall automatically be released. Upon any Subsidiary Loan Party becoming an Excluded Subsidiary in compliance with this Agreement, the security interest created by the Security Documents in the Equity Interests of such Subsidiary shall automatically be released. Upon termination of the aggregate Commitments and payment in full of all Secured Obligations (other than (x) Secured Cash Management Obligations (as defined in the Collateral Agreement, (y) Secured Swap Obligations (as defined in the Collateral Agreement) and (z) contingent indemnification obligations) and the expiration or termination of all Letters of Credit (including as a result of obtaining the consent of the applicable Issuing Bank as described in Section 9.05), all obligations under the Collateral Agreement shall be automatically terminated Loan Documents and the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) and at the Borrower’s expense take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower to terminate such Subsidiary Loan Party’s obligations under the Collateral Agreement. In addition, the Administrative Agent agrees to take such actions as are reasonably requested by Holdings or the Borrower and at the Borrower’s expense to terminate the Liens and all security interests created by the Security Documents shall be automatically released. In connection with any termination or release pursuant to this Section, the Administrative Agent shall execute and deliver to any Loan Documents when Party at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release so long as the Obligations (other than Obligations Borrower, applicable Loan Party shall have provided the Administrative Agent such certifications or documents as the Administrative Agent shall reasonably request in respect of (i) Specified Hedge Agreements and Cash Management Obligations that are not then due and payable and (ii) contingent indemnification and reimbursement obligations that are not yet due and payable and for which no claim has been asserted) are paid in full and the Commitments are terminatedorder to demonstrate compliance with this Agreement.
Appears in 3 contracts
Samples: Credit Agreement (Greenhill & Co Inc), Credit Agreement (Greenhill & Co Inc), Credit Agreement (Greenhill & Co Inc)
Release of Liens and Guarantees. In the event that any (a) A Subsidiary Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of the Equity Interests or assets of any Loan Party (other than Equity Interests of the Borrower) to a Person that is not (and is not required to become) a Loan Party in a transaction not prohibited by shall automatically be released from its obligations under the Loan Documents, at the request of the Borrower, any Liens and all security interests created by any the Security Documents in Collateral owned by such Subsidiary Loan Document in respect of such Equity Interests or assets Party shall be automatically released and released, upon the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense in connection with such release consummation of any Liens created by any Loan Document in respect of such Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Loan Party (other than the Borrower) in a transaction permitted by the Loan Documents (including through merger, consolidation, amalgamation or otherwise) and this Agreement as a result of which such Subsidiary Loan Party would cease ceases to be a Restricted SubsidiarySubsidiary (including pursuant to a merger with a Subsidiary that is not a Loan Party or upon a release of such Restricted Subsidiary from its guarantee of the First Lien Facilities); provided that, if so required by this Agreement, the Required Lenders shall have consented to such transaction and the terms of such consent shall not have provided otherwise. Upon any sale or other transfer by any Loan Party (other than to Holdings, the Borrower or any Subsidiary Loan Party’s Party or upon a release of such Restricted Subsidiary from its guarantee of the First Lien Facilities) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral or the release of Holdings or any Subsidiary Loan Party from its Guarantee under the Guarantee Agreement pursuant to Section 9.02, the security interests in such Collateral created by the Security Documents or such guarantee shall be automatically released. Upon termination of the aggregate Commitments and payment in full of all Secured Obligations (other than contingent indemnification obligations not yet due), all obligations under the Collateral Agreement shall be automatically terminated Loan Documents and the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) and at the Borrower’s expense take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower to terminate such Subsidiary Loan Party’s obligations under the Collateral Agreement. In addition, the Administrative Agent agrees to take such actions as are reasonably requested by Holdings or the Borrower and at the Borrower’s expense to terminate the Liens and all security interests created by the Loan Security Documents when all shall be automatically released. Any such release of Secured Obligations shall be deemed subject to the provision that such Secured Obligations (other than Obligations shall be reinstated if after such release any portion of any payment in respect of (i) Specified Hedge Agreements the Secured Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any other Loan Party, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any other Loan Party or any substantial part of its property, or otherwise, all as though such payment had not been made. In connection with any termination or release pursuant to this Section, the Administrative Agent shall execute and Cash Management Obligations deliver to any Loan Party, at such Loan Party’s expense, all documents that are not then due and payable and (ii) contingent indemnification and reimbursement obligations that are not yet due and payable and for which no claim has been asserted) are paid such Loan Party shall reasonably request to evidence such termination or release so long as the Borrower or applicable Loan Party shall have provided the Administrative Agent such certifications or documents as the Administrative Agent shall reasonably request in full order to demonstrate compliance with this Agreement and the Commitments are terminatedother Loan Documents.
Appears in 2 contracts
Samples: Second Lien Credit Agreement (NEP Group, Inc.), Second Lien Credit Agreement (NEP Group, Inc.)
Release of Liens and Guarantees. In the event that any (a) A Subsidiary Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of the Equity Interests or assets of any Loan Party (other than Equity Interests of the Borrower) to a Person that is not (and is not required to become) a Loan Party in a transaction not prohibited by shall automatically be released from its obligations under the Loan Documents, at the request of the Borrower, any Liens and all security interests created by any the Security Documents in Collateral owned by such Subsidiary Loan Document in respect of such Equity Interests or assets Party shall be automatically released and released, (1) upon the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense in connection with such release consummation of any Liens created by any Loan Document in respect of such Equity Interests transaction or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Loan Party (other than the Borrower) in a transaction designation permitted by the Loan Documents (including through merger, consolidation, amalgamation or otherwise) and this Agreement as a result of which such Subsidiary Loan Party would cease ceases to be a Restricted Subsidiary (including pursuant to a permitted merger with a Subsidiary that is not a Loan Party or a designation as an Unrestricted Subsidiary, ) or becomes an Excluded Subsidiary (other than solely as a result of such Subsidiary Loan Party ceasing to be a Wholly Owned Subsidiary) or (2) upon the request of the Borrower, in connection with a transaction permitted under this Agreement (but only a transaction in which such Subsidiary Loan Party becomes a bona fide joint venture and the other Person taking an equity interest in such Subsidiary Loan Party is not an Affiliate of the Borrower (other than as a result of such joint venture)) as a result of which such Subsidiary Loan Party ceases to be a Wholly Owned Subsidiary. Upon any sale or other transfer by any Loan Party (other than to Holdings, the Borrower or any Subsidiary Loan Party’s ) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral, the security interests in such Collateral created by the Security Documents shall be automatically released. Upon the release of Holdings or any Subsidiary Loan Party from its Guarantee in compliance with this Agreement, the security interest in any Collateral owned by Holdings or such Subsidiary created by the Security Documents shall be automatically released. Upon the designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Agreement, the security interest created by the Security Documents in the Equity Interests of such Subsidiary shall automatically be released. Upon termination of the aggregate Commitments and payment in full of all Secured Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit (including as a result of obtaining the consent of the applicable Issuing Bank as described in Section 9.05 of this Agreement), all obligations under the Collateral Agreement shall be automatically terminated Loan Documents and the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) and at the Borrower’s expense take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower to terminate such Subsidiary Loan Party’s obligations under the Collateral Agreement. In addition, the Administrative Agent agrees to take such actions as are reasonably requested by Holdings or the Borrower and at the Borrower’s expense to terminate the Liens and all security interests created by the Security Documents shall be automatically released. In connection with any termination or release pursuant to this Section 9.14, the Administrative Agent or the Collateral Agent, as the case may be, shall execute and deliver to any Loan Documents when Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release so long as the Obligations (other than Obligations Borrower or applicable Loan Party shall have provided the Administrative Agent or the Collateral Agent, as the case may be, such certifications or documents as the Administrative Agent or the Collateral Agent, as the case may be, shall reasonably request in respect of (i) Specified Hedge Agreements and Cash Management Obligations that are not then due and payable and (ii) contingent indemnification and reimbursement obligations that are not yet due and payable and for which no claim has been asserted) are paid in full and the Commitments are terminatedorder to demonstrate compliance with this Agreement.
Appears in 2 contracts
Samples: Credit Agreement (E2open Parent Holdings, Inc.), Credit Agreement (Tenable Holdings, Inc.)
Release of Liens and Guarantees. In the event that any (a) A Subsidiary Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of the Equity Interests or assets of any Loan Party (other than Equity Interests of the Borrower) to a Person that is not (and is not required to become) a Loan Party in a transaction not prohibited by shall automatically be released from its obligations under the Loan Documents, at the request of the Borrower, any Liens and all security interests created by any the Security Documents in Collateral owned by such Subsidiary Loan Document in respect of such Equity Interests or assets Party shall be automatically released and released, (1) upon the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense in connection with such release consummation of any Liens created by any Loan Document in respect of such Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Loan Party (other than the Borrower) in a transaction permitted by the Loan Documents (including through merger, consolidation, amalgamation or otherwise) and this Agreement as a result of which such Subsidiary Loan Party would cease ceases to be a Restricted Subsidiary (including pursuant to a merger with a Subsidiary that is not a Loan Party or designation as an Unrestricted Subsidiary), (2) upon the request of the Borrower in connection with a transaction permitted under Section 6.14(a), as a result of which such Subsidiary Loan Party ceases to be a Wholly Owned Subsidiary or (3) upon the request of the Borrower, if permitted pursuant to Section 6.14(b). Upon any sale or other transfer by any Loan Party (other than to Holdings, the Borrower or any Subsidiary Loan Party’s ) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral or the release of Holdings or any Subsidiary Loan Party from its Guarantee under the Guarantee Agreement pursuant to Section 9.02, the security interests in such Collateral created by the Security Documents or such guarantee shall be automatically released. Upon termination of the aggregate Commitments and payment in full of all Secured Obligations (other than contingent indemnification obligations), all obligations under the Collateral Agreement shall be automatically terminated Loan Documents and the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) and at the Borrower’s expense take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower to terminate such Subsidiary Loan Party’s obligations under the Collateral Agreement. In addition, the Administrative Agent agrees to take such actions as are reasonably requested by Holdings or the Borrower and at the Borrower’s expense to terminate the Liens and all security interests created by the Security Documents shall be automatically released. In connection with any termination or release pursuant to this Section, the Administrative Agent shall execute and deliver to any Loan Documents when Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release so long as the Obligations (other than Obligations Borrower or applicable Loan Party shall have provided the Administrative Agent such certifications or documents as the 153 Administrative Agent shall reasonably request in respect of (i) Specified Hedge Agreements and Cash Management Obligations that are not then due and payable and (ii) contingent indemnification and reimbursement obligations that are not yet due and payable and for which no claim has been asserted) are paid in full and the Commitments are terminatedorder to demonstrate compliance with this Agreement.
Appears in 2 contracts
Samples: Credit Agreement (Virtu Financial, Inc.), Credit Agreement (Virtu Financial, Inc.)
Release of Liens and Guarantees. In the event that any A Subsidiary Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of the Equity Interests or assets of any Loan Party (other than Equity Interests of the Borrower) to a Person that is not (and is not required to become) a Loan Party in a transaction not prohibited by shall automatically be released from its obligations under the Loan Documents, at and all security interests created by the Security Documents in Collateral owned by (and, in the case of clause (1), (2) and (3), in each case, to the extent constituting Excluded Assets, upon the request of the Borrower, any Liens created by any Loan Document in respect of such the Equity Interests or assets of) such Subsidiary Loan Party shall be automatically released and released, (1) upon the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense in connection with such release consummation of any Liens created by any Loan Document in respect of such Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Loan Party (other than the Borrower) in a transaction permitted by the Loan Documents (including through merger, consolidation, amalgamation or otherwise) and this Agreement as a result of which such Subsidiary Loan Party would cease ceases to be a Restricted Subsidiary (including pursuant to a merger with a Subsidiary that is not a Loan Party or a designation as an Unrestricted Subsidiary), (2) upon the request of the Borrower, upon any Subsidiary Loan Party becoming an Excluded Subsidiary or (3) upon the request of the Borrower, in connection with a transaction permitted under this Agreement, as a result of which such Subsidiary Loan Party ceases to be a wholly-owned Subsidiary or otherwise becomes an Excluded Subsidiary. Upon (i) any sale or other transfer by any Loan Party (other than to Holdings, the Borrower or any other Loan Party’s ) of any Collateral in a transaction permitted under this Agreement or (ii) the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral or the release of any Loan Party from its Guarantee under the Guarantee Agreement pursuant to Section 9.02, the security interests in such Collateral created by the Security Documents or such guarantee shall be automatically released. Upon the occurrence of the Termination Date, all obligations under the Collateral Agreement shall be automatically terminated Loan Documents and the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) and at the Borrower’s expense take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower to terminate such Subsidiary Loan Party’s obligations under the Collateral Agreement. In addition, the Administrative Agent agrees to take such actions as are reasonably requested by Holdings or the Borrower and at the Borrower’s expense to terminate the Liens and all security interests created by the Security Documents shall be automatically released. In connection with any termination or release pursuant to this Section, the Administrative Agent shall execute and deliver to any Loan Documents when Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section shall be without recourse to or warranty by the Obligations Administrative Agent. The Lenders irrevocably authorize the Administrative Agent and Collateral Agent to release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02(iv), (other than Obligations in respect viii)(A) or (xxii) to the extent required by the terms of (i) Specified Hedge Agreements the obligations secured by such Liens pursuant to documents reasonably acceptable to the Administrative Agent and Cash Management Obligations that are not then due and payable and (ii) contingent indemnification and reimbursement obligations that are not yet due and payable and for which no claim has been asserted) are paid in full and the Commitments are terminatedCollateral Agent).
Appears in 2 contracts
Samples: First Lien Credit Agreement (First Advantage Corp), Credit Agreement (N-Able, Inc.)
Release of Liens and Guarantees. In A Subsidiary Loan Party, and subject to the event that Release Conditions, any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of the Equity Interests or assets of any Loan Party (Borrower other than Equity Interests of the Lead Borrower) to a Person that is not (and is not required to become) a Loan Party in a transaction not prohibited by , shall automatically be released from its obligations under the Loan Documents, at the request of the Borrower, any Liens and all security interests created by any Loan Document the Security Documents in respect of Collateral owned by such Equity Interests or assets shall be automatically released and the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense in connection with such release of any Liens created by any Loan Document in respect of such Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Loan Party (or, subject to the Release Conditions, such Borrower other than the Borrower) Lead Borrower shall be released, automatically upon the consummation of any single transaction or related series of transactions, or the occurrence of any event or circumstance, in a transaction each case, permitted by the Loan Documents (including through merger, consolidation, amalgamation or otherwise) and this Agreement as a result of which such Subsidiary Loan Party would cease or, subject to the Release Conditions, Borrower other than the Lead Borrower ceases to be a Restricted Subsidiary (including pursuant to a merger with a Person that is not a Loan Party or a designation as an Unrestricted Subsidiary) or otherwise becomes an Excluded Subsidiary (for the avoidance of doubt, including on account of the occurrence of a Specified Tax Event if such Person becomes an Excluded Subsidiary with respect to all Secured Obligations hereunder; it being understood that, notwithstanding anything in any Loan Party’s Document to the contrary, if a Person becomes an Excluded Subsidiary with respect to some but not all Secured Obligations hereunder as a result of a Specified Tax Event, any Guarantee under any Loan Document by such Person shall automatically cease solely with respect to such Secured Obligations for which such Person becomes an Excluded Subsidiary without the need for further action and the terms “Guarantor”, “Guarantee” and “Secured Obligations” (and any component definitions of the foregoing) shall be construed accordingly). The Person constituting Holdings immediately prior to a Holdings Reorganization whereby the existing “Holdings” is not intended to remain as such shall be automatically released from its obligations under the Collateral Agreement shall be automatically terminated Loan Documents, and the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) and at the Borrower’s expense take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower to terminate such Subsidiary Loan Party’s obligations under the Collateral Agreement. In addition, the Administrative Agent agrees to take such actions as are reasonably requested by Holdings or the Borrower and at the Borrower’s expense to terminate the Liens and all security interests created by the Security Documents in Collateral owned by such Person shall be released, automatically upon the consummation of such Holdings Reorganization. The security interests in any applicable Collateral created by the Security Documents or any applicable Guarantee shall be automatically released (i) upon any sale or other transfer as part of or in connection with a Disposition by any Loan Documents when all the Obligations Party (other than Obligations to Holdings, the Lead Borrower or any other Loan Party) of any Collateral in a transaction permitted under this Agreement (provided that in connection with a transfer to Holdings or any Group Member permitted hereunder, following the Lead Borrower’s request, the Administrative Agent and Collateral Agent, as applicable, shall deliver (at the Lead Borrower’s expense) evidence of the termination of the security interest against such property with respect to the interests of (i) Specified Hedge Agreements and Cash Management Obligations that are not then due and payable and the transferor), (ii) contingent indemnification if any property granted to or held by the Administrative Agent and/or the Collateral Agent under any Loan Documents does not constitute (or ceases to constitute) Collateral, including by becoming an Excluded Asset (including Equity Interests of a Person that is sold or transferred to a person other than a Loan Party in a transaction permitted hereunder) or as a result of a Specified Tax Event (as further set forth below) or (iii) upon the effectiveness of any written consent to the release of the Lien or security interest created under any Security Document in any Collateral or the release of any Loan Party from its Guarantee under the Guarantee Agreement pursuant to Section 9.02; provided that if there is an Overadvance as a result of a Specified Tax Event, no security interest in, or Guarantee relating to, any Mexican Collateral shall be released unless and reimbursement obligations that are not yet due and payable and for which no claim has been asserteduntil all payments required pursuant to Section 2.11(b) are paid actually received. Upon the occurrence of the Termination Date, all obligations under the Loan Documents, all Guarantees in full respect thereof and all security interests created by the Security Documents shall be automatically released. In connection with any termination or release pursuant to this Section 9.15 or in connection with any subordination of its interest as required hereunder, the Administrative Agent and/or Collateral Agent (as applicable) shall execute and deliver to any Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination, release or subordination. Any execution and delivery of documents pursuant to this Section 9.15 shall be without recourse to or warranty by the Administrative Agent and/or Collateral Agent. The Lenders irrevocably authorize the Administrative Agent and/or Collateral Agent (as applicable) to, and the Commitments are terminatedAdministrative Agent and/or Collateral Agent (as applicable) shall, release or subordinate any Lien on any property granted to or held by the Administrative Agent and/or Collateral Agent (as applicable) under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02(c), (d), (h), (i), (k), (m)(i), (n), (q), (r), (u), (v), (x) or (y) or clause (b), (c), (d), (e), (f)(ii), (g), (l) or (q) of the definition of “Permitted Encumbrances”, in each case, to the extent required by the terms of the obligations secured by such Liens pursuant to documents reasonably acceptable to the Administrative Agent and/or Collateral Agent (as applicable). Each of the Lenders and the Issuing Banks irrevocably authorizes the Administrative Agent and/or Collateral Agent (as applicable) to provide any release or evidence of release, termination or subordination contemplated by this Section 9.15. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or Collateral Agent’s (as applicable) authority to release or subordinate its interest in particular types or items of property, or to release any Loan Party from its obligations under any Loan Document, in each case in accordance with the terms of the Loan Documents and this Section 9.15. For the avoidance of doubt, the releases referenced in this Section 9.15 on account of any Specified Tax Event, shall, unless the Lead Borrower shall otherwise expressly elect in written notice to the Administrative Agent, be automatic and shall require no further actions (provided that the Administrative Agent and Collateral Agent agree, at the request of the Lead Borrower, to take the actions referred to above in this paragraph).
Appears in 2 contracts
Samples: Abl Credit Agreement (Clarios International Inc.), Abl Credit Agreement (Clarios International Inc.)
Release of Liens and Guarantees. In the event that any A Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of the Equity Interests or assets of any Loan Party (other than Equity Interests of the Borrower) to a Person that is not (and is not required to become) a Loan Party in a transaction not prohibited by shall automatically be released from its obligations under the Loan Documents, at the request of the Borrower, any Liens and all security interests created by any the Security Documents in Collateral owned by such Subsidiary Loan Document in respect of such Equity Interests or assets Party shall be automatically released and released, (1) upon the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense in connection with such release consummation of any Liens created by any Loan Document in respect of such Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Loan Party (other than the Borrower) in a transaction permitted by the Loan Documents (including through merger, consolidation, amalgamation or otherwise) and this Agreement as a result of which such Subsidiary Loan Party would cease ceases to be a Restricted Subsidiary (including pursuant to a merger with a Subsidiary that is not a Loan Party or a designation as an Unrestricted Subsidiary) or (2) upon the request of the Borrowers, in connection with a transaction permitted under this Agreement, as a result of which such Subsidiary Loan Party ceases to be a wholly-owned Subsidiary. Upon (i) any sale or other transfer by any Loan Party (other than to Holdings, Intermediate Holdings, any Borrower or any other Subsidiary Loan Party’s ) of any Collateral in a transaction permitted under this Agreement or (ii) the effectiveness of any written consent to the release of the Lien or security interest created under any Security Document in any Collateral or the release of any Loan Party from its Guarantee under the Guarantee Agreement pursuant to Section 9.02, the security interests in such Collateral created by the Security Documents or such guarantee shall be automatically released. Upon the occurrence of the Termination Date, all obligations under the Collateral Agreement shall be automatically terminated Loan Documents and the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) and at the Borrower’s expense take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower to terminate such Subsidiary Loan Party’s obligations under the Collateral Agreement. In addition, the Administrative Agent agrees to take such actions as are reasonably requested by Holdings or the Borrower and at the Borrower’s expense to terminate the Liens and all security interests created by the Security Documents shall be automatically released. In connection with any termination or release pursuant to this Section, the Administrative Agent shall execute and deliver to any Loan Documents when Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section shall be without recourse to or warranty by the Obligations (other than Obligations in respect Administrative Agent. The Lenders irrevocably authorize the Administrative Agent to release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of (iany Lien on such property that is permitted by Section 6.02(iv) Specified Hedge Agreements and Cash Management Obligations that are not then due and payable and (iior Section 6.02(xxii) contingent indemnification and reimbursement to the extent required by the terms of the obligations that are not yet due and payable and for which no claim has been asserted) are paid in full and secured by such Liens pursuant to documents reasonably acceptable to the Commitments are terminatedAdministrative Agent).
Appears in 2 contracts
Samples: Intercreditor Agreement (Endeavor Group Holdings, Inc.), Intercreditor Agreement (Endeavor Group Holdings, Inc.)
Release of Liens and Guarantees. In the event that any (a) A Subsidiary Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of the Equity Interests or assets of any Loan Party (other than Equity Interests of the Borrower) to a Person that is not (and is not required to become) a Loan Party in a transaction not prohibited by shall automatically be released from its obligations under the Loan Documents, at the request of the Borrower, any Liens and all security interests created by any the Security Documents in Collateral owned by such Subsidiary Loan Document in respect of such Equity Interests or assets Party shall be automatically released and released, upon the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense in connection with such release consummation of any Liens created by any Loan Document in respect of such Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Loan Party (other than the Borrower) in a transaction permitted by the Loan Documents (including through merger, consolidation, amalgamation or otherwise) and this Agreement as a result of which such Subsidiary Loan Party would cease ceases to be a Restricted SubsidiarySubsidiary (including pursuant to a merger with a Subsidiary that is not a Loan Party); 152 provided that no such release shall occur if such Loan Party continues to be a guarantor in respect of the any Credit Agreement Refinancing Indebtedness. Upon any sale or other transfer by any Loan Party (other than to Holdings, such the Borrower or any Subsidiary Loan Party’s ) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral or the release of Holdings or any Subsidiary Loan Party from its Guarantee under the Guarantee Agreement pursuant to Section 9.02, the security interests in such Collateral created by the Security Documents or such Guarantee shall be automatically released. Upon termination of the aggregate Commitments and payment in full of all Secured Obligations (other than (x) contingent indemnification obligations as to which no claim has been made and (y) Secured Cash Management Obligations and Secured Swap Obligations (each as defined in the Collateral Agreement) as to which arrangements reasonably satisfactory to the applicable Secured Party (as defined in the Collateral Agreement) have been made) and the expiration or termination of all Letters of Credit (including as a result of obtaining the consent of the applicable Issuing Bank as described in Section 9.05 of this Agreement, or as a result of such Letters of Credit being backstopped or cash collateralized), all obligations under the Collateral Agreement shall be automatically terminated Loan Documents and the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) and at the Borrower’s expense take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower to terminate such Subsidiary Loan Party’s obligations under the Collateral Agreement. In addition, the Administrative Agent agrees to take such actions as are reasonably requested by Holdings or the Borrower and at the Borrower’s expense to terminate the Liens and all security interests created by the Security Documents shall be automatically released. In connection with any termination or release pursuant to this Section, the Administrative Agent shall execute and deliver to any Loan Documents when Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release so long as the Obligations (other than Obligations Borrower or applicable Loan Party shall have provided the Administrative Agent such certifications or documents as the Administrative Agent shall reasonably request in respect of (i) Specified Hedge Agreements and Cash Management Obligations that are not then due and payable and (ii) contingent indemnification and reimbursement obligations that are not yet due and payable and for which no claim has been asserted) are paid in full and the Commitments are terminatedorder to demonstrate compliance with this Agreement.
Appears in 2 contracts
Samples: Collateral Agreement (TA Holdings 1, Inc.), Credit Agreement (TA Holdings 1, Inc.)
Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of the Equity Interests or assets of any Loan Party (other than Equity Interests of the Borrower) to a Person that is not (and is not required to become) a Loan Party in a transaction not prohibited by A Subsidiary Guarantor shall automatically be released from its obligations under the Loan Documents, at the request of the Borrower, any Liens and all security interests created by any Loan Document the Collateral Documents in respect of Collateral owned by such Equity Interests or assets Subsidiary Guarantor shall be automatically released and released, upon the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense in connection with such release consummation of any Liens created by any Loan Document in respect of such Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Loan Party (other than the Borrower) in a transaction permitted by the Loan Documents (including through merger, consolidation, amalgamation or otherwise) and this Agreement as a result of which such Subsidiary Loan Party would cease Guarantor ceases to be a Restricted Subsidiary, Subsidiary (including any voluntary liquidation or dissolution of such Subsidiary Guarantor in accordance with Section 7.03(c)); provided that, if so required by this Agreement, the Required Lenders shall have consented to such transaction and the terms of such consent shall not have provided otherwise. Upon any sale or other transfer by any Loan Party (other than to the Borrower or any other Loan Party’s obligations ) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Collateral Document in any Collateral pursuant to Section 9.03, the security interests in such Collateral created by the Collateral Agreement Documents shall be automatically terminated and released. In connection with any termination or release pursuant to this Section 10.14, the Administrative Agent shall promptly (execute and the Lenders hereby authorize the Administrative Agent to) and deliver to any Loan Party, at the Borrower’s expense take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower to terminate such Subsidiary Loan Party’s obligations under the Collateral Agreementexpense, all documents that such Loan Party shall reasonably request to evidence such termination or release. In additionconnection with any supply chain finance programs or other receivables sale transactions permitted by Section 7.03(e)(ix), the Administrative Agent agrees shall execute and deliver to take such actions as are reasonably requested by Holdings Borrower or the Borrower and any Restricted Subsidiary, at the Borrower’s expense expense, a Release substantially in the form of Exhibit L attached hereto, or any other documents that Borrower or such Restricted Subsidiary shall reasonably request, evidencing the release of the Administrative Agent’s lien on the applicable receivables and related assets. Any execution and delivery of documents pursuant to terminate the Liens and security interests created this Section shall be without recourse to or warranty by the Loan Documents when all the Obligations (other than Obligations in respect of (i) Specified Hedge Agreements and Cash Management Obligations that are not then due and payable and (ii) contingent indemnification and reimbursement obligations that are not yet due and payable and for which no claim has been asserted) are paid in full and the Commitments are terminatedAdministrative Agent.
Appears in 2 contracts
Samples: Credit Agreement (Energizer Holdings, Inc.), Credit Agreement (Energizer Holdings, Inc.)
Release of Liens and Guarantees. In the event that any (a) A Subsidiary Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of the Equity Interests or assets of any Loan Party (other than Equity Interests of the Borrower) to a Person that is not (and is not required to become) a Loan Party in a transaction not prohibited by shall automatically be released from its obligations under the Loan Documents, at the request of the Borrower, any Liens and all security interests created by any the Security Documents in Collateral owned by such Subsidiary Loan Document in respect of such Equity Interests or assets Party shall be automatically released and released, upon the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense in connection with such release consummation of any Liens created by any Loan Document in respect of such Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Loan Party (other than the Borrower) in a transaction permitted by the Loan Documents (including through merger, consolidation, amalgamation or otherwise) and this Agreement as a result of which such Subsidiary Loan Party would cease ceases to be a Restricted SubsidiarySubsidiary (including pursuant to a merger with a Subsidiary that is not a Loan Party); provided that, if so required by this Agreement, the Required Lenders shall have consented to such transaction and the terms of such consent shall not have provided otherwise. Upon any sale or other transfer by any Loan Party (other than to Holdings, the Borrower or any Subsidiary Loan Party’s ) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral or the release of Holdings or any Subsidiary Loan Party from its Guarantee under the Guarantee Agreement pursuant to Section 9.02, the security interests in such Collateral created by the Security Documents or such guarantee shall be automatically released. Upon termination of the aggregate Commitments and payment in full of all Secured Obligations (other than contingent indemnification obligations not yet due) and the expiration or termination of all Letters of Credit (including as a result of obtaining the consent of the applicable Issuing Bank as described in Section 9.05), all obligations under the Collateral Agreement shall be automatically terminated Loan Documents and the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) and at the Borrower’s expense take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower to terminate such Subsidiary Loan Party’s obligations under the Collateral Agreement. In addition, the Administrative Agent agrees to take such actions as are reasonably requested by Holdings or the Borrower and at the Borrower’s expense to terminate the Liens and all security interests created by the Loan Security Documents when all shall be automatically released. Any such release of Secured Obligations shall be deemed subject to the provision that such Secured Obligations (other than Obligations shall be reinstated if after such release any portion of any payment in respect of (i) Specified Hedge Agreements the Secured Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any other Loan Party, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any other Loan Party or any substantial part of its property, or otherwise, all as though such payment had not been made. In connection with any termination or release pursuant to this Section, the Administrative Agent shall execute and Cash Management Obligations deliver to any Loan Party, at such Loan Party’s expense, all documents that are not then due and payable and (ii) contingent indemnification and reimbursement obligations that are not yet due and payable and for which no claim has been asserted) are paid such Loan Party shall reasonably request to evidence such termination or release so long as the Borrower or applicable Loan Party shall have provided the Administrative Agent such certifications or documents as the Administrative Agent shall reasonably request in full order to demonstrate compliance with this Agreement and the Commitments are terminatedother Loan Documents.
Appears in 2 contracts
Samples: First Lien Credit Agreement (NEP Group, Inc.), First Lien Credit Agreement (NEP Group, Inc.)
Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of the Equity Interests or assets of any Loan Party (other than Equity Interests of the Borrower) to a Person that is not (and is not required to become) a Loan Party in a transaction not prohibited by the Loan Documents, at the request of the Borrower, any Liens created by any Loan Document in respect of such Equity Interests or assets shall be automatically released and the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense in connection with such release of any Liens created by any Loan Document in respect of such Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary A Loan Party (other than the Borrower) shall automatically be released from its obligations under the Loan Documents, and all security interests created by the Security Documents in a Collateral owned by such Loan Party shall be automatically released, upon the consummation of any transaction permitted by the Loan Documents (including through merger, consolidation, amalgamation or otherwise) and this Agreement as a result of which such Subsidiary Loan Party would cease ceases to be a Restricted Subsidiary, Subsidiary (or becomes an Excluded Subsidiary (other than solely as a result of such Subsidiary ceasing to be a Significant Subsidiary)); provided that, if so required by this Agreement, the Required Lenders shall have consented to such transaction and the terms of such consent shall not have provided otherwise; provided further that as of any date upon which a Loan Party (other than the Borrower) becomes an Excluded Subsidiary (other than solely as a result of such Subsidiary ceasing to be a Significant Subsidiary), the Borrower shall be deemed to have made an Investment in a Person that is not a Loan Party in an amount equal to the fair market value of the assets (net of third-party liabilities) of such Subsidiary as of such date (as determined reasonably and in good faith by a Financial Officer of the Borrower). Upon any sale or other transfer by any Loan Party (other than to the Borrower or any other Loan Party’s obligations ) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral Agreement pursuant to Section 9.02, the security interests in such Collateral created by the Security Documents shall be automatically terminated and released. In connection with any termination or release pursuant to this Section 9.14, the Administrative Agent shall promptly (execute and the Lenders hereby authorize the Administrative Agent to) and deliver to any Loan Party, at the Borrower’s expense take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower to terminate such Subsidiary Loan Party’s obligations under the Collateral Agreementreasonable expense, all documents that such Loan Party shall reasonably request to evidence such termination or release. In addition, Any execution and delivery of documents pursuant to this Section 9.14 shall be without recourse to or warranty by the Administrative Agent agrees Agent. Each of the Secured Parties irrevocably authorizes the Administrative Agent, at its option and in its discretion, to take such actions as are reasonably requested by Holdings or effect the Borrower and at the Borrower’s expense to terminate the Liens and security interests created by the Loan Documents when all the Obligations (other than Obligations releases set forth in respect of (i) Specified Hedge Agreements and Cash Management Obligations that are not then due and payable and (ii) contingent indemnification and reimbursement obligations that are not yet due and payable and for which no claim has been asserted) are paid in full and the Commitments are terminatedthis Section 9.14.
Appears in 2 contracts
Samples: Credit Agreement (Aspen Technology Inc /De/), Collateral Agreement (Aspen Technology Inc /De/)
Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of the Equity Interests or assets of any Subsidiary Loan Party (other than Equity Interests of the Borrower) to a Person person that is not (and is not required to become) a Loan Party in a transaction not prohibited by the Loan DocumentsSection 6.05, at the request of the Borrower, any Liens created by any Loan Document in respect of such Equity Interests or assets shall be automatically released and the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by Holdings, Intermediate Holdings or the any Borrower and at the such Borrower’s expense in connection with such to release of any Liens created by any Loan Document in respect of such Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Loan Party (other than the Borrower) in a transaction permitted by the Loan Documents (including through merger, consolidation, amalgamation or otherwise) Section 6.05 and as a result of which such Subsidiary Loan Party would cease to be a Restricted Subsidiary, such Subsidiary Loan Party’s obligations under the Collateral Agreement shall be automatically terminated and the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) and at the Borrower’s expense take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower to terminate such Subsidiary Loan Party’s obligations under the Collateral Agreementits Guarantee. In addition, the Administrative Agent agrees to take such actions as are reasonably requested by Holdings, Intermediate Holdings or the any Borrower and at the such Borrower’s expense to terminate the Liens and security interests created by the Loan Documents when all the Obligations under the Loan Documents (other than Obligations in respect of (i) Specified Hedge Agreements and Cash Management Obligations that are not then due and payable and (ii) contingent indemnification and reimbursement obligations that are not yet due and payable and for which no claim has been assertedObligations) are paid in full and the all Letters of Credit and Commitments are terminated. In addition, immediately prior to the consummation of a Qualified IPO, the Guarantee incurred by (i) Holdings and (ii) in the case of a Qualified IPO of Intermediate Holdings, Intermediate Holdings of the Obligations and any related security and/or pledge arrangements shall automatically terminate. Any representation, warranty or covenant contained in any Loan Document relating to any such Equity Interests, asset or subsidiary of Holdings shall no longer be deemed to be made once such Equity Interests or asset is so conveyed, sold, leased, assigned, transferred or disposed of.
Appears in 2 contracts
Samples: Credit Agreement (Momentive Performance Materials Inc.), Credit Agreement (MPM Silicones, LLC)
Release of Liens and Guarantees. In the event that any (a) A Subsidiary Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of the Equity Interests or assets of any Loan Party (other than Equity Interests of the Borrower) to a Person that is not (and is not required to become) a Loan Party in a transaction not prohibited by shall automatically be released from its obligations under the Loan Documents, at the request of the Borrower, any Liens and all security interests created by any the Security Documents in Collateral owned by such Subsidiary Loan Document in respect of such Equity Interests or assets Party shall be automatically released and released, upon the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense in connection with such release consummation of any Liens created by any Loan Document in respect of such Equity Interests transaction or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Loan Party (other than the Borrower) in a transaction designation permitted by the Loan Documents (including through merger, consolidation, amalgamation or otherwise) and this Agreement as a result of which such Subsidiary Loan Party would cease ceases to be a Restricted Subsidiary (including pursuant to a permitted merger with a Subsidiary that is not a Loan Party or a designation as an Unrestricted Subsidiary). Upon any sale or other transfer by any Loan Party (other than to Holdings, such the Borrower or any Subsidiary Loan Party’s ) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral, the security interests in such Collateral created by the Security Documents shall be automatically released. Upon the release of Holdings or any Subsidiary Loan Party from its Guarantee in compliance with this Agreement, the security interest in any Collateral owned by Holdings or such Subsidiary created by the Security Documents shall be automatically released. Upon the designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Agreement, the security interest created by the Security Documents in the Equity Interests of such Subsidiary shall automatically be released. Upon termination of the aggregate Commitments and payment in full of all Secured Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit (including as a result of obtaining the consent of the applicable Issuing Bank as described in Section 9.05 of this Agreement), all obligations under the Collateral Agreement shall be automatically terminated Loan Documents and the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) and at the Borrower’s expense take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower to terminate such Subsidiary Loan Party’s obligations under the Collateral Agreement. In addition, the Administrative Agent agrees to take such actions as are reasonably requested by Holdings or the Borrower and at the Borrower’s expense to terminate the Liens and all security interests created by the Loan Security Documents when all shall be automatically released. Without further written consent or authorization from Lenders or the Obligations Issuing Banks, the Administrative Agent and/or the Collateral Agent may execute any documents or instruments necessary to release or subordinate any Lien on any Collateral granted to or held by the Administrative Agent and/or the Collateral Agent under any Security Document to the holder of any Lien on such property that is a Permitted Encumbrance or is permitted pursuant clauses (other than Obligations in respect of iv), (iviii), (xiii) Specified Hedge Agreements and Cash Management Obligations that are not then due and payable and (iixxiii) contingent indemnification of Section 6.02. In connection with any termination or release pursuant to this Section 9.14, the Administrative Agent or the Collateral Agent, as the case may be, shall execute and reimbursement obligations deliver to any Loan Party, at such Loan Party’s expense, all documents that are not yet due and payable and for which no claim has been asserted) are paid such Loan Party shall reasonably request to evidence such termination or release so long as the Borrower or applicable Loan Party shall have provided the Administrative Agent or the Collateral Agent, as the case may be, such certifications or documents as the Administrative Agent or the Collateral Agent, as the case may be, shall reasonably request in full and the Commitments are terminatedorder to demonstrate compliance with this Agreement.
Appears in 2 contracts
Samples: Credit Agreement (Atlas Technical Consultants, Inc.), Credit Agreement (Atlas Technical Consultants, Inc.)
Release of Liens and Guarantees. In Subject to the event that any reinstatement provisions set forth in the Collateral Agreement, a Subsidiary Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of the Equity Interests or assets of any Loan Party (other than Equity Interests of the Borrower) to a Person that is not (and is not required to become) a Loan Party in a transaction not prohibited by shall automatically be released from its obligations under the Loan Documents, at the request of the Borrower, any Liens and all security interests created by any the Security Documents in Collateral owned by such Subsidiary Loan Document in respect of such Equity Interests or assets Party shall be automatically released and released, upon the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense in connection with such release consummation of any Liens created by any Loan Document in respect of such Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Loan Party (other than the Borrower) in a transaction permitted by the Loan Documents (including through merger, consolidation, amalgamation or otherwise) and this Agreement as a result of which such Subsidiary Loan Party would cease ceases to be a Restricted Subsidiary, such Subsidiary Loan Party or a Designated Subsidiary; provided that, if so required by this Agreement, the Required Lenders shall have consented to such transaction and the terms of such consent shall not have provided otherwise. Upon any sale or other transfer by any Loan Party (other than to the Borrower or any other Loan Party’s obligations ) of any Collateral in a transaction not prohibited under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral pursuant to Section 9.02, or in the event that any Collateral is no longer required to be subject to a Lien under the Loan Documents, the security interests in such Collateral Agreement created by the Security Documents shall be automatically terminated and released. In connection with any termination or release pursuant to this Section, the Administrative Agent shall promptly (execute and deliver to any Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section shall be without recourse to or warranty by the Lenders hereby Administrative Agent. Each of the Secured Parties irrevocably authorize the Administrative Agent, at its option and in its discretion, to effect the releases set forth in this Section. The Administrative Agent to) and at is irrevocably authorized by the Borrower’s expense take such action and execute Secured Parties, without any such documents as may be reasonably requested by Holdings consent or the Borrower further agreement of any Secured Party, to terminate such Subsidiary Loan Party’s obligations under the Collateral Agreement. In addition, release the Administrative Agent agrees to take such actions as are reasonably requested by Holdings Agent’s Liens upon the date the Commitments shall have expired or been terminated and the Borrower principal of and at the Borrower’s expense to terminate the Liens interest on each Loan and security interests created by the all fees, expenses and other amounts payable under this Agreement or any other Loan Documents when all the Obligations Document shall have been paid in full (other than Obligations in respect of (i) Specified Hedge Agreements and Cash Management Obligations that are not then due and payable and (ii) contingent indemnification and reimbursement obligations that are amounts not yet due due) and payable all Letters of Credit shall have expired or been terminated or shall have been backstopped or cash collateralized (in each case, in a manner reasonably satisfactory to the applicable Issuing Bank) and for which no claim has all LC Disbursements shall have been asserted) are paid in full and the Commitments are terminatedreimbursed.
Appears in 2 contracts
Samples: Credit Agreement (YETI Holdings, Inc.), Credit Agreement (YETI Holdings, Inc.)
Release of Liens and Guarantees. In the event that any (a) A Subsidiary Loan Party conveys(other than the French Borrower) shall automatically be released from its obligations under the Loan Documents (including the Guarantee Agreement), sellsand all security interests created by the Security Documents in Collateral owned by such Subsidiary Loan Party shall be automatically released, leases, assigns, transfers or otherwise disposes of all or any portion upon the consummation of any transaction or designation permitted by this Agreement as a result of the Equity Interests which such Subsidiary Loan Party ceases to be a Subsidiary Loan Party. Upon any sale or assets of other transfer by any Loan Party (other than Equity Interests to either Borrower or any Subsidiary Loan Party) of the Borrower) to a Person that is not (and is not required to become) a Loan Party any Collateral in a transaction not prohibited by permitted under this Agreement, or upon the Loan Documents, at effectiveness of any written consent to the request release of the Borrower, security interest created under any Liens created by any Loan Security Document in respect of such Equity Interests or assets shall be automatically released and the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by Holdings Collateral or the Borrower and at the Borrower’s expense in connection with such release of any Liens created by any Loan Document in respect of such Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Loan Party (other than the French Borrower) from its Guarantee under the applicable Guarantee Agreement pursuant to Section 9.02, the security interests in a transaction permitted such Collateral created by the Security Documents or such guarantee shall be automatically released. Upon termination of the aggregate Commitments and payment in full of all Secured Obligations (other than contingent indemnification obligations and Pari Passu Secured Swap Obligations and Secured Cash Management Obligations), all obligations under the Loan Documents (including through merger, consolidation, amalgamation or otherwisethe Guarantee Agreement) and as a result of which such Subsidiary Loan Party would cease to be a Restricted Subsidiary, such Subsidiary Loan Party’s obligations under all security interests created by the Collateral Agreement Security Documents shall be automatically terminated and released. In connection with any termination or release pursuant to this Section, the Administrative Agent shall promptly (execute and deliver to any Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release so long as the Lenders hereby authorize applicable Borrower or applicable Loan Party shall have provided the Administrative Agent to) and at the Borrower’s expense take such action and execute any such certifications or documents as may be reasonably requested by Holdings or the Borrower to terminate such Subsidiary Loan Party’s obligations under the Collateral Agreement. In addition, the Administrative Agent agrees shall reasonably request in order to take such actions as are reasonably requested by Holdings or the Borrower and at the Borrower’s expense to terminate the Liens and security interests created by the Loan Documents when all the Obligations (other than Obligations in respect of (i) Specified Hedge Agreements and Cash Management Obligations that are not then due and payable and (ii) contingent indemnification and reimbursement obligations that are not yet due and payable and for which no claim has been asserted) are paid in full and the Commitments are terminateddemonstrate compliance with this Agreement.
Appears in 2 contracts
Samples: Credit Agreement (Constellium Holdco B.V.), Credit Agreement (Constellium Holdco B.V.)
Release of Liens and Guarantees. In the event that any A Subsidiary Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of the Equity Interests or assets of any Loan Party (other than Equity Interests of the Borrower) to a Person that is not (and is not required to become) a Loan Party in a transaction not prohibited by shall automatically be released from its obligations under the Loan Documents, at the request of the Borrower, any Liens and all security interests created by any Loan Document the Security Documents in respect of Collateral owned by such Equity Interests or assets shall be automatically released and the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense in connection with such release of any Liens created by any Loan Document in respect of such Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Loan Party (other than shall be released, automatically upon the Borrower) consummation of any single transaction or related series of transactions, or the occurrence of any event or circumstance, in a transaction each case, permitted by the Loan Documents (including through merger, consolidation, amalgamation or otherwise) and this Agreement as a result of which such Subsidiary Loan Party would cease ceases to be a Restricted Subsidiary (including pursuant to a merger with a Person that is not a Loan Party or a designation as an Unrestricted Subsidiary) or otherwise becomes an Excluded Subsidiary (for the avoidance of doubt, including on account of the occurrence of a Specified Tax Event). Upon the occurrence of a Specified Tax Event, any Group Member that is a Foreign Subsidiary and that has become a Borrower pursuant to Section 1.15 shall automatically be released as a “Borrower” under the Loan Documents, subject in each case to the repayment of the outstanding Borrowings by such Subsidiary Loan Party’s Borrower, which, so long as there shall be sufficient availability (and unless otherwise specified in writing by the Borrower), shall be accomplished by a deemed refinancing of such Borrowings by Borrowings deemed made hereunder by the Aggregator Xxxxxxxx. The Person constituting Holdings immediately prior to a Holdings Reorganization whereby the existing “Holdings” is not intended to remain as such shall be automatically released from its obligations under the Collateral Agreement shall be automatically terminated Loan Documents, and the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) and at the Borrower’s expense take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower to terminate such Subsidiary Loan Party’s obligations under the Collateral Agreement. In addition, the Administrative Agent agrees to take such actions as are reasonably requested by Holdings or the Borrower and at the Borrower’s expense to terminate the Liens and all security interests created by the Security Documents in Collateral owned by such Person shall be released, automatically upon the consummation of such Holdings Reorganization. The security interests in any applicable Collateral created by the Security Documents or any applicable Guarantee shall be automatically released (i) upon any sale or other transfer as part of or in connection with a Disposition by any Loan Documents when all the Obligations Party (other than Obligations to Holdings, the Borrower or any other Loan Party) of any Collateral in a transaction permitted under this Agreement (provided that in connection with a transfer to Holdings or any Group Member permitted hereunder, following the Borrower’s request, the Administrative Agent and Collateral Agent, as applicable, shall deliver (at the Borrower’s expense) evidence of the termination of the security interest against such property with respect to the interests of (i) Specified Hedge Agreements and Cash Management Obligations that are not then due and payable and the transferor), (ii) contingent indemnification if any property granted to or held by the Administrative Agent and/or Collateral Agent under any Loan Documents does not constitute (or ceases to constitute) Collateral, including by becoming an Excluded Asset (including Equity Interests of a Person that is sold or transferred to a person other than a Loan Party in a transaction permitted hereunder) or as a result of a Specified Tax Event (as further set forth below) or (iii) upon the effectiveness of any written consent to the release of the Lien or security interest created under any Security Document in any Collateral or the release of any Loan Party from its Guarantee under the Guarantee Agreement pursuant to Section 9.02. Upon the occurrence of the Termination Date, all obligations under the Loan Documents, all Guarantees in respect thereof and reimbursement obligations all security interests created by the Security Documents shall be automatically released. In connection with any termination or release pursuant to this Section 9.15 or in connection with any subordination of its interest as required hereunder, the Administrative Agent and/or Collateral Agent (as applicable) shall execute and deliver to any Loan Party, at such Loan Party’s expense, all documents that are not yet due such Loan Party shall reasonably request to evidence such termination, release or subordination. Any execution and payable and for which no claim has been asserteddelivery of documents pursuant to this Section 9.15 shall be without recourse to or warranty by the Administrative Agent and/or Collateral Agent. The Lenders irrevocably authorize the Administrative Agent and/or Collateral Agent (as applicable) are paid in full to, and the Commitments are terminatedAdministrative Agent and/or Collateral Agent (as applicable) shall, release or subordinate any Lien on any property granted to or held by the Administrative Agent and/or Collateral Agent (as applicable) under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02(c), (d), (h), (i), (k), (m)(i), (n), (q), (r), (u), (v), (x) or (y) or clause (b), (c), (d), (e), (f)(ii), (g), (l) or (q) of the definition of “Permitted Encumbrances”, in each case, to the extent required by the terms of the obligations secured by such Liens pursuant to documents reasonably acceptable to the Administrative Agent and/or Collateral Agent (as applicable). Each of the Lenders and the Issuing Banks irrevocably authorizes the Administrative Agent and/or Collateral Agent (as applicable) to provide any release or evidence of release, termination or subordination contemplated by this Section 9.15. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or Collateral Agent’s (as applicable) authority to release or subordinate its interest in particular types or items of property, or to release any Loan Party from its obligations under any Loan Document, in each case in accordance with the terms of the Loan Documents and this Section 9.15. For the avoidance of doubt, the releases referenced in this Section 9.15 on account of any Specified Tax Event, shall, unless the Borrower shall otherwise expressly elect in written notice to the Administrative Agent, be automatic and shall require no further actions (provided that the Administrative Agent and Collateral Agent agree, at the request of the Borrower, to take the actions referred to above in this paragraph).
Appears in 2 contracts
Samples: First Lien Credit Agreement (Clarios International Inc.), First Lien Credit Agreement (Clarios International Inc.)
Release of Liens and Guarantees. In the event that any (a) A Subsidiary Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of the Equity Interests or assets of any Loan Party (other than Equity Interests of the Borrower) to a Person that is not (and is not required to become) a Loan Party in a transaction not prohibited by shall automatically be released from its obligations under the Loan Documents, at the request of the Borrower, any Liens and all security interests created by any the Security Documents in Collateral owned by such Subsidiary Loan Document in respect of such Equity Interests or assets Party shall be automatically released and released, (1) upon the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense in connection with such release consummation of any Liens created by any Loan Document in respect of such Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Loan Party (other than the Borrower) in a transaction permitted by the Loan Documents (including through merger, consolidation, amalgamation or otherwise) and this Agreement as a result of which such Subsidiary Loan Party would cease ceases to be a Restricted Subsidiary (including pursuant to a merger with a Subsidiary that is not a Loan Party or designation as an Unrestricted Subsidiary), (2) upon the request of the Borrower in connection with a transaction permitted under Section 6.14(a), as a result of which such Subsidiary Loan Party ceases to be a Wholly Owned Subsidiary or (3) upon the request of the Borrower, if permitted pursuant to Section 6.14(b). Upon any sale or other transfer by any Loan Party (other than to Holdings, the Borrower or any Subsidiary Loan Party’s ) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral or the release of Holdings or any Subsidiary Loan Party from its Guarantee under the Guarantee Agreement pursuant to Section 9.02, the security interests in such Collateral created by the Security Documents or such guarantee shall be automatically released. Upon termination of the aggregate Commitments and payment in full of all Secured Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit (including as a result of obtaining the consent of the applicable Issuing Bank as described in Section 9.05), all obligations under the Collateral Agreement shall be automatically terminated Loan Documents and the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) and at the Borrower’s expense take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower to terminate such Subsidiary Loan Party’s obligations under the Collateral Agreement. In addition, the Administrative Agent agrees to take such actions as are reasonably requested by Holdings or the Borrower and at the Borrower’s expense to terminate the Liens and all security interests created by the Security Documents shall be automatically released. In connection with any termination or release pursuant to this Section, the Administrative Agent shall execute and deliver to any Loan Documents when Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release so long as the Obligations (other than Obligations Borrower or applicable Loan Party shall have provided the Administrative Agent such certifications or documents as the Administrative Agent shall reasonably request in respect of (i) Specified Hedge Agreements and Cash Management Obligations that are not then due and payable and (ii) contingent indemnification and reimbursement obligations that are not yet due and payable and for which no claim has been asserted) are paid in full and the Commitments are terminatedorder to demonstrate compliance with this Agreement.
Appears in 2 contracts
Samples: Restatement Agreement (Virtu Financial, Inc.), Collateral Agreement (Virtu Financial, Inc.)
Release of Liens and Guarantees. In the event that any A Subsidiary Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of the Equity Interests or assets of any Loan Party (other than Equity Interests of the Borrower) to a Person that is not (and is not required to become) a Loan Party in a transaction not prohibited by shall automatically be released from its obligations under the Loan Documents, at the request of the Borrower, any Liens and all security interests created by any Loan Document the Security Documents in respect of Collateral owned by such Equity Interests or assets shall be automatically released and the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense in connection with such release of any Liens created by any Loan Document in respect of such Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Loan Party (other than shall be released, automatically upon the Borrower) consummation of any single transaction or related series of transactions, or the occurrence of any event or circumstance, in a transaction each case, permitted by the Loan Documents (including through merger, consolidation, amalgamation or otherwise) and this Agreement as a result of which such Subsidiary Loan Party would cease ceases to be a Restricted Subsidiary (including pursuant to a merger with a Person that is not a Loan Party or a designation as an Unrestricted Subsidiary) or otherwise becomes an Excluded Subsidiary (for the avoidance of doubt, including on account of the occurrence of a Specified Tax Event). Upon the occurrence of a Specified Tax Event, any Group Member that is a Foreign Subsidiary and that has become a Borrower pursuant to Section 1.15 shall automatically be released as a “Borrower” under the Loan Documents, subject in each case to the repayment of the outstanding Borrowings by such Subsidiary Loan Party’s Borrower, which, so long as there shall be sufficient availability (and unless otherwise specified in writing by the Borrower), shall be accomplished by a deemed refinancing of such Borrowings by Borrowings deemed made hereunder by the Aggregator Borrower. The Person constituting Holdings immediately prior to a Holdings Reorganization whereby the existing “Holdings” is not intended to remain as such shall be automatically released from its obligations under the Collateral Agreement shall be automatically terminated Loan Documents, and the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) and at the Borrower’s expense take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower to terminate such Subsidiary Loan Party’s obligations under the Collateral Agreement. In addition, the Administrative Agent agrees to take such actions as are reasonably requested by Holdings or the Borrower and at the Borrower’s expense to terminate the Liens and all security interests created by the Security Documents in Collateral owned by such Person shall be released, automatically upon the consummation of such Holdings Reorganization. The security interests in any applicable Collateral created by the Security Documents or any applicable Guarantee shall be automatically released (i) upon any sale or other transfer as part of or in connection with a Disposition by any Loan Documents when all the Obligations Party (other than Obligations to Holdings, the Borrower or any other Loan Party) of any Collateral in a transaction permitted under this Agreement (provided that in connection with a transfer to Holdings or any Group Member permitted hereunder, following the Borrower’s request, the Administrative Agent and Collateral Agent, as applicable, shall deliver (at the Borrower’s expense) evidence of the termination of the security interest against such property with respect to the interests of (i) Specified Hedge Agreements and Cash Management Obligations that are not then due and payable and the transferor), (ii) contingent indemnification if any property granted to or held by the Administrative Agent and/or Collateral Agent under any Loan Documents does not constitute (or ceases to constitute) Collateral, including by becoming an Excluded Asset (including Equity Interests of a Person that is sold or transferred to a person other than a Loan Party in a transaction permitted hereunder) or as a result of a Specified Tax Event (as further set forth below) or (iii) upon the effectiveness of any written consent to the release of the Lien or security interest created under any Security Document in any Collateral or the release of any Loan Party from its Guarantee under the Guarantee Agreement pursuant to Section 9.02. Upon the occurrence of the Termination Date, all obligations under the Loan Documents, all Guarantees in respect thereof and reimbursement obligations all security interests created by the Security Documents shall be automatically released. In connection with any termination or release pursuant to this Section 9.15 or in connection with any subordination of its interest as required hereunder, the Administrative Agent and/or Collateral Agent (as applicable) shall execute and deliver to any Loan Party, at such Loan Party’s expense, all documents that are not yet due such Loan Party shall reasonably request to evidence such termination, release or subordination. Any execution and payable and for which no claim has been asserteddelivery of documents pursuant to this Section 9.15 shall be without recourse to or warranty by the Administrative Agent and/or Collateral Agent. The Lenders irrevocably authorize the Administrative Agent and/or Collateral Agent (as applicable) are paid in full to, and the Commitments are terminatedAdministrative Agent and/or Collateral Agent (as applicable) shall, release or subordinate any Lien on any property granted to or held by the Administrative Agent and/or Collateral Agent (as applicable) under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02(c), (d), (h), (i), (k), (m)(i), (n), (q), (r), (u), (v), (x) or (y) or clause (b), (c), (d), (e), (f)(ii), (g), (l) or (q) of the definition of “Permitted Encumbrances”, in each case, to the extent required by the terms of the obligations secured by such Liens pursuant to documents reasonably acceptable to the Administrative Agent and/or Collateral Agent (as applicable). Each of the Lenders and the Issuing Banks irrevocably authorizes the Administrative Agent and/or Collateral Agent (as applicable) to provide any release or evidence of release, termination or subordination contemplated by this Section 9.15. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or Collateral Agent’s (as applicable) authority to release or subordinate its interest in particular types or items of property, or to release any Loan Party from its obligations under any Loan Document, in each case in accordance with the terms of the Loan Documents and this Section 9.15. For the avoidance of doubt, the releases referenced in this Section 9.15 on account of any Specified Tax Event, shall, unless the Borrower shall otherwise expressly elect in written notice to the Administrative Agent, be automatic and shall require no further actions (provided that the Administrative Agent and Collateral Agent agree, at the request of the Borrower, to take the actions referred to above in this paragraph).
Appears in 2 contracts
Samples: First Lien Credit Agreement (Clarios International Inc.), First Lien Credit Agreement (Clarios International Inc.)
Release of Liens and Guarantees. In (a) Subject to the event that any Loan Party conveysreinstatement provisions set forth in the Collateral Agreement, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of the Equity Interests or assets of any Loan Party (other than Equity Interests of the Borrower) to a Person that is not (and is not required to becomeA) a Loan Party in a transaction not prohibited by Guarantor shall automatically be released from its obligations under the Loan Documents, at the request of the Borrower, any Liens and all security interests created by any Loan Document the Security Documents in respect of Collateral owned by such Equity Interests or assets Guarantor shall be automatically released (i) upon the occurrence of the Termination Date and the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense payment in connection with such release of any Liens created by any Loan Document in respect of such Equity Interests or assets, and, in the case of a disposition full of the Equity Interests of any Subsidiary Loan Party Obligations (other than contingent amounts not yet due) and (ii) upon the Borrower) in a consummation of any transaction permitted by the Loan Documents (including through merger, consolidation, amalgamation or otherwise) and this Agreement as a result of which such Subsidiary Loan Party would cease ceases to be a Restricted Subsidiary, such Designated Subsidiary Loan Party(provided that release of any Subsidiary that no longer is a Designated Subsidiary by virtue of being an Immaterial Subsidiary shall require the Company’s obligations under the Collateral Agreement shall be automatically terminated and the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent toconsent) and at (B) the Borrower’s expense take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower to terminate such Subsidiary Loan Party’s obligations under the Collateral Agreement. In addition, the Administrative Agent agrees to take such actions as are reasonably requested by Holdings or the Borrower and at the Borrower’s expense to terminate the Liens and security interests created by the Loan Security Documents when all the Obligations (other than Obligations in respect of Collateral owned by a Guarantor shall be automatically released, (i) Specified Hedge Agreements and Cash Management Obligations with respect to any property of such Guarantor that are not then due and payable becomes an Excluded Asset (including, for the avoidance of doubt, any Material Real Property that subsequently becomes located in a special flood hazard area) and (ii) contingent indemnification with respect to all property of such Guarantor, upon the release of such Guarantor from its Guarantee of the Obligations otherwise in accordance with the Loan Documents. Upon any sale or other transfer by any Loan Party (other than to the Company or any other Loan Party, or to any Subsidiary that, upon the consummation of such sale or other transfer would be required to become a Loan Party) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral pursuant to Section 15.1, the security interests in such Collateral created by the Security Documents shall be automatically released. Notwithstanding anything to the contrary in this Agreement or in any other Loan Document, without the consent of the Required Lenders, no Loan Party shall be released from its obligations under the Loan Documents if such Loan Party ceases to be a Wholly-Owned Subsidiary solely by virtue of a disposition or issuance of Equity Interests, unless such disposition or issuance is a good faith disposition or issuance to a bona-fide unaffiliated third party whose primary purpose is not the release of the Guarantee and reimbursement obligations of such Loan Party under the Loan Documents. In connection with any termination or release pursuant to this Section 15.12, the Administrative Agent shall execute and deliver to any Loan Party, at such Loan Party’s expense, all documents that are not yet due such Loan Party shall reasonably request to evidence such termination or release. Any execution and payable delivery of documents pursuant to this Section 15.12 shall be without recourse to or warranty by the Administrative Agent. Each of the Secured Parties irrevocably authorize the Administrative Agent, at its option and for which no claim has been asserted) are paid in full and its discretion, to effect the Commitments are terminated.releases set forth in this Section 15.12. 127
Appears in 2 contracts
Samples: Credit Agreement (Bright Health Group Inc.), Credit Agreement (Bright Health Group Inc.)
Release of Liens and Guarantees. In the event that any (a) A Subsidiary Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of the Equity Interests or assets of any Loan Party (other than Equity Interests of the Borrower) to a Person that is not (and is not required to become) a Loan Party in a transaction not prohibited by shall automatically be released from its obligations under the Loan Documents, at the request of the Borrower, any Liens and all security interests created by any the Security Documents in Collateral owned by such Subsidiary Loan Document in respect of such Equity Interests or assets Party shall be automatically released and released, upon the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense in connection with such release consummation of any Liens created by any Loan Document in respect of such Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Loan Party (other than the Borrower) in a transaction permitted by the Loan Documents (including through mergerthis Agreement or any designation in accordance with Section 5.13, consolidation, amalgamation or otherwise) and as a result of which such Subsidiary Loan Party would cease ceases to be a Restricted Subsidiary; provided that, if so required by this Agreement, the Required Lenders shall have consented to such transaction and the terms of such consent shall not have provided otherwise. Upon any sale or other transfer by any Loan Party (other than to the Borrower or any Subsidiary Loan Party’s ) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral or the release of any Subsidiary Loan Party from its Guarantee under the Guarantee Agreement pursuant to Section 9.02, the security interests in such Collateral created by the Security Documents or such Guarantee shall be automatically released. Upon termination of the aggregate Commitments and payment in full of all Secured Obligations (other than contingent indemnification obligations not yet due and Cash Management Obligations and Secured Swap Obligations) and the expiration or termination of all Letters of Credit (including as a result of obtaining the consent of the applicable Issuing Bank as described in Section 9.05), all obligations under the Collateral Agreement shall be automatically terminated Loan Documents and the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) and at the Borrower’s expense take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower to terminate such Subsidiary Loan Party’s obligations under the Collateral Agreement. In addition, the Administrative Agent agrees to take such actions as are reasonably requested by Holdings or the Borrower and at the Borrower’s expense to terminate the Liens and all security interests created by the Loan Security Documents when all shall be automatically released. Any such release of Secured Obligations shall be deemed subject to the provision that such Secured Obligations (other than Obligations shall be reinstated if after such release any portion of any payment in respect of the Secured Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any other Loan Party, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any other Loan Party or any substantial part of its property, or otherwise, all as though such payment had not been made. In connection with any termination or release pursuant to this Section, the Administrative Agent shall execute and deliver, without recourse or warranty, to any Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release (iincluding any release from any global intercompany note delivered pursuant to Section 6.01(a)(iv)) Specified Hedge Agreements and Cash Management Obligations that are not then due and payable and (ii) contingent indemnification and reimbursement obligations that are not yet due and payable and for which no claim has been asserted) are paid so long as the Borrower or applicable Loan Party shall have provided the Administrative Agent such certifications or documents as the Administrative Agent shall reasonably request in full order to demonstrate compliance with this Agreement and the Commitments are terminatedother Loan Documents.
Appears in 2 contracts
Samples: Credit Agreement (Virtus Investment Partners, Inc.), Credit Agreement (Virtus Investment Partners, Inc.)
Release of Liens and Guarantees. In the event that any (a) A Subsidiary Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of the Equity Interests or assets of any Loan Party (other than Equity Interests of the Borrower) to a Person that is not (and is not required to become) a Loan Party in a transaction not prohibited by shall automatically be released from its obligations under the Loan Documents, at the request of the Borrower, any Liens and all security interests created by any the Security Documents in Collateral owned by such Subsidiary Loan Document in respect of such Equity Interests or assets Party shall be automatically released and released, upon the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense in connection with such release consummation of any Liens created by any Loan Document in respect of such Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Loan Party (other than the Borrower) in a transaction permitted by the Loan Documents (including through merger, consolidation, amalgamation or otherwise) and this Agreement as a result of which such Subsidiary Loan Party would cease ceases to be a Restricted Subsidiary, such Subsidiary (including pursuant to a merger with a Subsidiary that is not a Loan Party). Upon any sale or other transfer by any Loan Party (other than to the Borrower or any Subsidiary Loan Party’s ) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral or the release of any Subsidiary Loan Party from its Guarantee under the Guarantee Agreement pursuant to Section 9.02, the security interests in such Collateral created by the Security Documents or such Guarantee shall be automatically released. Upon termination of the aggregate Term Commitments and payment in full of all Secured Obligations (other than (x) contingent indemnification obligations as to which no claim has been made and (y) Secured Cash Management Obligations and Secured Swap Obligations (each as defined in the Collateral Agreement) as to which arrangements reasonably satisfactory to the applicable Secured Party have been made), all obligations under the Collateral Agreement shall be automatically terminated Loan Documents and the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) and at the Borrower’s expense take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower to terminate such Subsidiary Loan Party’s obligations under the Collateral Agreement. In addition, the Administrative Agent agrees to take such actions as are reasonably requested by Holdings or the Borrower and at the Borrower’s expense to terminate the Liens and all security interests created by the Security Documents shall be automatically released. In connection with any termination or release pursuant to this Section, the Administrative Agent shall execute and deliver to any Loan Documents when Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release so long as the Obligations (other than Obligations Borrower or applicable Loan Party shall have provided the Administrative Agent such certifications or documents as the Administrative Agent shall reasonably request in respect of (i) Specified Hedge Agreements and Cash Management Obligations that are not then due and payable and (ii) contingent indemnification and reimbursement obligations that are not yet due and payable and for which no claim has been asserted) are paid in full and the Commitments are terminatedorder to demonstrate compliance with this Agreement.
Appears in 2 contracts
Samples: Credit Agreement (PDL Biopharma, Inc.), Collateral Agreement (PDL Biopharma, Inc.)
Release of Liens and Guarantees. In the event that any (1) A Subsidiary Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of the Equity Interests or assets of any Loan Party (other than Equity Interests of the Borrower) to a Person that is not (and is not required to become) a Loan Party in a transaction not prohibited by shall automatically be released from its obligations under the Loan Documents, at the request of the Borrower, any Liens and all security interests created by any the Term Security Documents in Collateral owned by such Subsidiary Loan Document in respect of such Equity Interests or assets Party shall be automatically released and released, (1) upon the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense in connection with such release consummation of any Liens created by any Loan Document in respect of such Equity Interests transaction or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Loan Party (other than the Borrower) in a transaction designation permitted by the Loan Documents (including through merger, consolidation, amalgamation or otherwise) and this Agreement as a result of which such Subsidiary Loan Party would cease ceases to be a Restricted Subsidiary (including pursuant to a permitted merger with a Subsidiary that is not a Loan Party or a designation as an Unrestricted Subsidiary) or becomes an Excluded Subsidiary or (2) upon the request of the Borrower, in connection with a transaction permitted under this Agreement, as a result of which such Subsidiary Loan Party ceases to be a Wholly Owned Subsidiary; provided that, if so required by this Agreement, the Required Lenders shall have consented to such transaction and the terms of such consent shall not have provided otherwise. Upon any sale or other transfer by any Loan Party (other than to the Borrower or any Subsidiary Loan Party’s ) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Term Security Document in any Collateral, the security interests in such Collateral created by the Term Security Documents shall be automatically released. Upon the release of the Borrower or any Subsidiary Loan Party from its Guarantee in compliance with this Agreement, the security interest in any Collateral owned by the Borrower or such Subsidiary created by the Term Security Documents shall be automatically released. Upon the designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Agreement, the security interest created by the Term Security Documents in the Equity Interests of such Subsidiary shall automatically be released. Upon the Termination Date, all obligations under the Collateral Agreement shall be automatically terminated Loan Documents and the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) and at the Borrower’s expense take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower to terminate such Subsidiary Loan Party’s obligations under the Collateral Agreement. In addition, the Administrative Agent agrees to take such actions as are reasonably requested by Holdings or the Borrower and at the Borrower’s expense to terminate the Liens and all security interests created by the Term Security Documents shall be automatically released. In connection with any termination or release pursuant to this Section 9.14, the Term Administrative Agent or the Term Collateral Agent, as the case may be, shall execute and deliver to any Loan Documents when Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release so long as the Obligations (other than Obligations Borrower or applicable Loan Party shall have provided the Term Administrative Agent or the Term Collateral Agent, as the case may be, such certifications or documents as the Term Administrative Agent or the Term Collateral Agent, as the case may be, shall reasonably request in respect of (i) Specified Hedge Agreements and Cash Management Obligations that are not then due and payable and (ii) contingent indemnification and reimbursement obligations that are not yet due and payable and for which no claim has been asserted) are paid in full and the Commitments are terminatedorder to demonstrate compliance with this Agreement.
Appears in 2 contracts
Samples: Term Loan Credit Agreement (Installed Building Products, Inc.), Term Loan Credit Agreement (Installed Building Products, Inc.)
Release of Liens and Guarantees. In Subject to the event reinstatement provisions set forth in any applicable Security Document, a Loan Party shall automatically be released from its obligations under the Loan Documents, and all security interests created by the Security Documents in Collateral owned by such Loan Party shall be automatically released, upon the consummation of any transaction permitted by this Agreement as a result of which such Loan Party ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary (or in case of any Designated Subsidiary, when the Borrower elects that any Designated Subsidiary cease to be Designated Subsidiary and such Designated Subsidiary would otherwise constitute an Excluded Subsidiary); provided that (a) immediately before and after such election with respect to a Designated Subsidiary, no Default or Event of Default shall have occurred and be continuing or would result from such designation, (b) all Indebtedness, Liens and Investments of such Subsidiary, and all Investments by the Borrower and the Restricted Subsidiaries in such Subsidiary, in each case, at the time of such election, shall comply with the provisions of Article VI after giving effect to such election and such Restricted Subsidiary ceasing to be a Loan Party conveysParty, sellsin each case as though incurred or made at such time and (c) the Borrower shall have delivered an officer’s certificate certifying as to the 205 foregoing; provided further that, leasesif so required by this Agreement, assignsthe Required Lenders (or if applicable, transfers the Lenders) shall have consented to such transaction and the terms of such consent shall not have provided otherwise. Upon any sale, transfer or otherwise disposes of all or any portion of any of the Equity Interests or assets of other disposition by any Loan Party (other than Equity Interests to the Borrower or any other Loan Party) of the Borrower) to a Person that is not (and is not required to become) a Loan Party any Collateral in a transaction not prohibited permitted under this Agreement (including such sale, transfer or other disposition under or in connection with Permitted Receivables Facilities), or upon the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral pursuant to Section 9.02, the security interests in such Collateral created by the Loan Documents, at the request of the Borrower, any Liens created by any Loan Document in respect of such Equity Interests or assets Security Documents shall be automatically released and released. Upon the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense in connection with such release of any Liens Loan Party from its Guarantee in compliance with this Agreement, the security interest in any Collateral owned by such Loan Party created by any Loan Document in respect of such Equity Interests or assets, and, in the case Security Documents shall be automatically released. Upon the designation of a disposition of Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Agreement, the security interest created by the Security Documents in the Equity Interests of any such Unrestricted Subsidiary Loan Party shall be automatically released. On the date on which all (1) Obligations have been paid in full in cash (other than the Borrower(w) in a transaction permitted by the Loan Documents Secured Hedging Obligations not yet due and payable, (including through merger, consolidation, amalgamation or otherwisex) and as a result of which such Subsidiary Loan Party would cease to be a Restricted Subsidiary, such Subsidiary Loan Party’s obligations under the Collateral Agreement shall be automatically terminated and the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) and at the Borrower’s expense take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower to terminate such Subsidiary Loan Party’s obligations under the Collateral Agreement. In addition, the Administrative Agent agrees to take such actions as are reasonably requested by Holdings or the Borrower and at the Borrower’s expense to terminate the Liens and security interests created by the Loan Documents when all the Obligations (other than Obligations in respect of (i) Specified Hedge Agreements and Secured Cash Management Obligations that are not then yet due and payable and payable, (iiy) contingent indemnification and reimbursement obligations that are Secured Supply Chain Financing Obligations not yet due and payable and for which no claim has (z) contingent indemnification obligations not yet accrued and payable) and (2) all Letters of Credit have expired or been asserted) are paid terminated (other than Letters of Credit that have been cash collateralized or backstopped in full an amount, by an institution and otherwise pursuant to arrangements reasonably satisfactory to the Commitments are terminatedapplicable Issuing Bank), all obligations under the Loan Documents and all security interests under the Security Documents shall be automatically released. In connection with any termination or release pursuant to this Section 9.14 or in connection with any Collateral becoming Excluded Property, the Administrative Agent shall execute and deliver to any Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to file or register in any office, or to evidence, such termination or release, or, in the case of Collateral becoming Excluded Property, to effect, to file or register in any office, or to evidence the release of any security interest created by the Security Documents in such assets. Any execution and delivery of documents pursuant to this Section shall be without recourse to or warranty by the Administrative Agent. Each of the Secured Parties irrevocably authorizes the Administrative Agent, at its option and in its discretion, to effect the releases set forth in this Section.
Appears in 2 contracts
Samples: Credit Agreement (Arconic Rolled Products Corp), Credit Agreement (Arconic Inc.)
Release of Liens and Guarantees. In Subject to the event that reinstatement provisions set forth in any applicable Security Document, a Loan Party conveys(other than Holdings) shall automatically be released from its obligations under the Loan Documents, sellsand all security interests created by the Security Documents in Collateral owned by such Loan Party shall be automatically released, leases, assigns, transfers or otherwise disposes of all or any portion upon the consummation of any transaction permitted by this Agreement as a result of which such Loan Party ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary; provided that, if so required by this Agreement, the Equity Interests Required Lenders (or assets if applicable, the Lenders) shall have consented to such transaction and the terms of such consent shall not have provided otherwise. Upon any sale or other transfer by any Loan Party (other than Equity Interests to Holdings, the Borrower or any other Loan Party) of the Borrower) to a Person that is not (and is not required to become) a Loan Party any Collateral in a transaction not prohibited permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral pursuant to Section 9.02, the security interests in such Collateral created by the Loan Documents, at the request of the Borrower, any Liens created by any Loan Document in respect of such Equity Interests or assets Security Documents shall be automatically released and released. Upon the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense in connection with such release of any Liens Loan Party from its Guarantee (other than Holdings) in compliance with this Agreement, the security interest in any Collateral owned by such Loan Party created by any Loan Document in respect of such Equity Interests or assets, and, in the case Security Documents shall be automatically released. Upon the designation of a disposition of Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Agreement, the security interest created by the Security Documents in the Equity Interests of any such Unrestricted Subsidiary Loan Party shall be automatically released. On the date on which all (1) Obligations have been paid in full in cash (other than the Borrower(v) in a transaction permitted by the Loan Documents Secured Hedging Obligations not yet due and payable, (including through merger, consolidation, amalgamation or otherwisew) and as a result of which such Subsidiary Loan Party would cease to be a Restricted Subsidiary, such Subsidiary Loan Party’s obligations under the Collateral Agreement shall be automatically terminated and the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) and at the Borrower’s expense take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower to terminate such Subsidiary Loan Party’s obligations under the Collateral Agreement. In addition, the Administrative Agent agrees to take such actions as are reasonably requested by Holdings or the Borrower and at the Borrower’s expense to terminate the Liens and security interests created by the Loan Documents when all the Obligations (other than Obligations in respect of (i) Specified Hedge Agreements and Secured Cash Management Obligations that are not then yet due and payable, (x) Secured Supply Chain Financing Obligations not yet due and payable and (iiy) contingent indemnification and reimbursement obligations that are Secured Additional Letter of Credit Facility Obligations not yet due and payable and for which no claim has (z) contingent indemnification obligations not yet accrued and payable) and (2) all Letters of Credit have expired or been asserted) are paid terminated (other than Letters of Credit that have been cash collateralized or backstopped in full an amount, by an institution and otherwise pursuant to arrangements reasonably satisfactory to the Commitments are terminatedapplicable Issuing Bank), all obligations under the Loan Documents and all security interests under the Security Documents shall be automatically released. In connection with any termination or release pursuant to this Section 9.14, the Administrative Agent shall execute and deliver to any Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to file or register in any office, or to evidence, such termination or release. Any execution and delivery of documents pursuant to this Section shall be without recourse to or warranty by the Administrative Agent. Each of the Secured Parties irrevocably authorizes the Administrative Agent, at its option and in its discretion, to effect the releases set forth in this Section.
Appears in 2 contracts
Samples: Credit Agreement (Resideo Technologies, Inc.), Credit Agreement (Resideo Technologies, Inc.)
Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of the Equity Interests or assets of any Loan Party (other than Equity Interests of the Borrowera) to a Person that is not (and is not required to become) a Loan Party in a transaction not prohibited by the Loan Documents, at the request of the Borrower, any Liens created by any Loan Document in respect of such Equity Interests or assets shall be automatically released and the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense in connection with such release of any Liens created by any Loan Document in respect of such Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any A Subsidiary Loan Party (other than the Borrower) in a transaction permitted by shall automatically be released from its obligations under the Loan Documents (including through merger, consolidation, amalgamation or otherwiseits Guarantee of the Secured Obligations) and all security interests created by the Security Documents in Collateral owned by such Subsidiary Loan Party shall be automatically released, (1) upon the consummation of any transaction or designation permitted by this Agreement as a result of which such Subsidiary Loan Party would cease ceases to be a Restricted Subsidiary (including pursuant to a permitted merger with a Subsidiary that is not a Loan Party) or becomes an Excluded Subsidiary (other than solely as a result of such Subsidiary Loan Party ceasing to be a Wholly Owned Subsidiary) or (2) upon the request of the Lead Borrower, in connection with a transaction permitted under this Agreement (but only a transaction (x) in which such Subsidiary Loan Party becomes a bona fide joint venture and the other Person taking an equity interest in such Subsidiary Loan Party takes such equity interest for fair market value (as determined in good faith by the Lead Borrower) and is not an Affiliate of the Borrower (other than as a result of such joint venture), (y) in which such Subsidiary Loan Party does not own or have an exclusive license of any Material Intellectual Property or own any Equity Interests of any Person that owns or is the exclusive licensee of any Material Intellectual Property and (z) the primary purpose (as determined by the Lead Borrower in good faith) of which is not the release of any Guarantee of or Lien on the assets of such Subsidiary Loan Party’s ) as a result of which such Subsidiary Loan Party ceases to be a Wholly Owned Subsidiary. Upon any sale or other transfer by any Loan Party (other than to the Borrower or any Subsidiary Loan Party) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral, the security interests in such Collateral created by the Security Documents shall be automatically released. Upon the release of any Subsidiary Loan Party from its Guarantee in compliance with this Agreement, the security interest in any Collateral owned by such Subsidiary created by the Security Documents shall be automatically released. Upon termination of the aggregate Commitments and payment in full of all Secured Obligations (other than contingent indemnification obligations), all obligations under the Collateral Agreement shall be automatically terminated Loan Documents and the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) and at the Borrower’s expense take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower to terminate such Subsidiary Loan Party’s obligations under the Collateral Agreement. In addition, the Administrative Agent agrees to take such actions as are reasonably requested by Holdings or the Borrower and at the Borrower’s expense to terminate the Liens and all security interests created by the Security Documents shall be automatically released. In connection with any termination or release pursuant to this Section 9.14, the Administrative Agent or the Collateral Agent (acting at the direction of the Administrative Agent), as the case may be, shall execute and deliver to any Loan Documents when Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release so long as the Obligations (other than Obligations Borrower or applicable Loan Party shall have provided the Administrative Agent or that Collateral Agent, as the case may be, such certifications or documents as the Administrative Agent or that Collateral Agent, as the case may be, shall reasonably request in respect of (i) Specified Hedge Agreements and Cash Management Obligations that are not then due and payable and (ii) contingent indemnification and reimbursement obligations that are not yet due and payable and for which no claim has been asserted) are paid in full and the Commitments are terminatedorder to demonstrate compliance with this Agreement.
Appears in 2 contracts
Samples: Second Lien Credit Agreement (Franchise Group, Inc.), First Lien Credit Agreement (Franchise Group, Inc.)
Release of Liens and Guarantees. In the event that any A Subsidiary Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of the Equity Interests or assets of any Loan Party (other than Equity Interests of the Borrower) to a Person that is not (and is not required to become) a Loan Party in a transaction not prohibited by shall automatically be released from its obligations under the Loan Documents, at the request of the Borrower, any Liens and all security interests created by any the Security Documents in Collateral owned by such Subsidiary Loan Document in respect of such Equity Interests or assets Party shall be automatically released and upon the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense in connection with such release consummation of any Liens created by any Loan Document in respect single transaction or related series of such Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Loan Party (other than the Borrower) in a transaction transactions permitted by the Loan Documents (including through merger, consolidation, amalgamation or otherwise) and this Agreement as a result of which such Subsidiary Loan Party would cease ceases to be a Restricted Subsidiary (including pursuant to a merger with a Subsidiary that is not a Loan Party or a designation as an Unrestricted Subsidiary) or becomes an Excluded Subsidiary. (i) Upon any sale as part of or in connection with a Disposition by any Loan Party (other than to Holdings, such Subsidiary the Borrower or any other Loan Party’s ) of any Collateral in a transaction permitted under this Agreement, (ii) if any property granted to or held by the Administrative Agent under any Loan Documents is an Excluded Asset or (iii) upon the effectiveness of any written consent to the release of the Lien or security interest created under any Security Document in any Collateral or the release of any Loan Party from its Guarantee under the Guarantee Agreement pursuant to Section 9.02, the security interests in such Collateral created by the Security Documents or such Guarantee shall be automatically released. Upon the occurrence of the Termination Date, all obligations under the Collateral Agreement shall be automatically terminated Loan Documents and the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) and at the Borrower’s expense take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower to terminate such Subsidiary Loan Party’s obligations under the Collateral Agreement. In addition, the Administrative Agent agrees to take such actions as are reasonably requested by Holdings or the Borrower and at the Borrower’s expense to terminate the Liens and all security interests created by the Security Documents shall be automatically released. In connection with any termination or release pursuant to this Section or in connection with any subordination of its interest as required by Article VIII, the Administrative Agent shall execute and deliver to any Loan Documents when Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section shall be without recourse to or warranty by the Obligations (other than Obligations in respect Administrative Agent. The Lenders irrevocably authorize the Administrative Agent to release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of (iany Lien on such property that is permitted by Section 6.02(iv) Specified Hedge Agreements and Cash Management Obligations that are not then due and payable and (iior Section 6.02(xxii) contingent indemnification and reimbursement to the extent required by the terms of the obligations that are not yet due and payable and for which no claim has been asserted) are paid in full and secured by such Liens pursuant to documents reasonably acceptable to the Commitments are terminatedAdministrative Agent.
Appears in 2 contracts
Samples: Credit Agreement (Tronox LTD), Credit Agreement (Tronox LTD)
Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of the Equity Interests or assets of any Loan Party (other than Equity Interests of the Borrower) to a Person that is not (and is not required to become) a Loan Party in a transaction not prohibited by the Loan Documents, at the request of the Borrower, any Liens created by any Loan Document in respect of such Equity Interests or assets shall be automatically released and the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense in connection with such release of any Liens created by any Loan Document in respect of such Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any A Subsidiary Loan Party (other than the Borrower) shall automatically be released from its obligations under the Loan Documents, and all security interests created by the Security Documents in a Collateral owned by such Subsidiary Loan Party shall be automatically released, (1) upon the consummation of any transaction permitted by the Loan Documents (including through merger, consolidation, amalgamation or otherwise) and this Agreement as a result of which such Subsidiary Loan Party would cease ceases to be a Restricted SubsidiarySubsidiary (including pursuant to a merger with a Subsidiary that is not a Loan Party), (2) upon the request of the Borrower, in connection with a transaction permitted under Section 6.14(a), ceases to be a wholly-owned Subsidiary or (3) upon the request of Holdings, pursuant to Section 6.14(b); provided that, if so required by this Agreement, the Required Lenders shall have consented to such transaction and the terms of such consent shall not have provided otherwise. Upon any sale or other transfer by any Loan Party (other than to Holdings, the Borrower or any other Subsidiary Loan Party’s obligations ) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral Agreement pursuant to Section 9.02, the security interests in such Collateral created by the Security Documents shall be automatically terminated and released. In connection with any termination or release pursuant to this Section, the Administrative Agent shall promptly execute and deliver to any Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release. The Administrative Agent is authorized to determine whether a Joltid Litigation Resolution Event (and the Lenders hereby authorize as defined in each such IP Litigation Guarantee) has occurred based upon evidence reasonably satisfactory to the Administrative Agent to) and, upon such determination, to confirm to each IP Litigation Guarantor the occurrence of the Joltid Litigation Resolution Event and at the Borrower’s expense take such action and execute any such documents as may be reasonably requested by Holdings or release of the Borrower to terminate such Subsidiary Loan Party’s obligations Guarantees under the Collateral AgreementIP Litigation Guarantees in connection therewith. In addition, Any execution and delivery of documents pursuant to this Section shall be without recourse to or warranty by the Administrative Agent agrees to take such actions as are reasonably requested by Holdings or the Borrower and at the Borrower’s expense to terminate the Liens and security interests created by the Loan Documents when all the Obligations (other than Obligations in respect of (i) Specified Hedge Agreements and Cash Management Obligations that are not then due and payable and (ii) contingent indemnification and reimbursement obligations that are not yet due and payable and for which no claim has been asserted) are paid in full and the Commitments are terminatedAgent.
Appears in 2 contracts
Samples: Share Pledge Agreement (Skype S.a r.l.), Credit Agreement (Skype S.a r.l.)
Release of Liens and Guarantees. In the event that any Loan Party Obligor conveys, sells, leases, assigns, transfers or otherwise disposes of any property or assets or all or any portion of any of the Equity Interests or assets of any Loan Party (other than Equity Interests of the Borrower) Obligor to a Person that is not (and is not required to become) a Loan Party an Obligor, in each case in a transaction not prohibited by Permitted Asset Disposition and/or Permitted Investment or in connection with the Loan Documents, at the request designation of an Unrestricted Subsidiary or in connection with a pledge of the Borrower, any Liens created by any Loan Document in respect of such Equity Interests or assets shall be automatically released in joint ventures constituting Excluded Assets and permitted as a Permitted Lien, the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower Borrowers, and at the Borrower’s expense in connection with such Borrowers’ expense, to (i) release of any Liens created by any Loan Document in respect of such Equity Interests or assets, and, assets and (ii) in the case of a disposition of the Equity Interests of any Subsidiary Loan Party (other than the Borrower) Obligor in a transaction permitted by Permitted Asset Disposition and/or Permitted Investment or in connection with the Loan Documents (including through merger, consolidation, amalgamation or otherwise) designation of an Unrestricted Subsidiary and as a result of which such Subsidiary Loan Party Obligor would cease to be a Restricted Subsidiary, terminate such Subsidiary Loan PartyObligor’s obligations under this Agreement (including Section 13 hereof). Any representation, warranty or covenant contained in any Loan Document relating to any such Equity Interests, asset or subsidiary of Holdings shall no longer be deemed to be made once such Equity Interests or asset is so conveyed, sold, leased, assigned, transferred or disposed of. At the Collateral Agreement shall be automatically terminated request and sole expense of the Administrative Lead Borrower, the Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) and at the Borrower’s expense take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower to terminate such Subsidiary Loan Party’s obligations under the Collateral Agreement. In addition, the Administrative Agent agrees to take such actions as are reasonably requested by Holdings or the Borrower and at the Borrower’s expense to terminate the Liens and security interests created by the Loan Documents when all the Obligations (other than Obligations in respect of ): (i) Specified Hedge Agreements subordinate any lien granted to the Agent (or any sub-agent or collateral agent) under any Loan Document to the holder of any Lien on such property that is a Permitted Lien under Section 9.2.2(c), subclauses (A), (C) and Cash Management Obligations that are not then due and payable (D) of clause (f), subclause (B) of clause (f) (solely to the extent it relates to Debt incurred under Section 9.2.1(s)), (i), (m), (o), (t), (v), (w), (aa), (dd), (gg), (hh) or (jj) (to the extent it relates to Refinancing Debt secured by Liens permitted by other clauses of Section 9.2.2 listed in this clause (i)), and (ii) contingent indemnification enter into intercreditor arrangements contemplated by Section 2.1.8(a), Section 9.2.1(d), (e), (h), (i), (k) (to the extent it relates to Refinancing Debt with respect to Debt permitted by other clauses of Section 9.2.1 listed in this clause (ii)), (u), (v), (aa)(ii) and reimbursement obligations that are not yet due (ff), and payable Section 9.2.2(a), (f)(B), (u), (v), (w), (dd) and for which no claim has been asserted(jj) are paid (to the extent it relates to Refinancing Debt secured by Liens permitted by other clauses of Section 9.2.2 listed in full and the Commitments are terminatedthis sentence).
Appears in 2 contracts
Samples: Credit Agreement (Milacron Holdings Corp.), Canadian Security Agreement (Milacron Holdings Corp.)
Release of Liens and Guarantees. In the event that any (a) A Subsidiary Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of the Equity Interests or assets of any Loan Party (other than Equity Interests of the Borrower) to a Person that is not (and is not required to become) a Loan Party in a transaction not prohibited by shall automatically be released from its obligations under the Loan Documents, at the request of the Borrower, any Liens and all security interests created by any the Security Documents in Collateral owned by such Subsidiary Loan Document in respect of such Equity Interests or assets Party shall be automatically released and released, (1) upon the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense in connection with such release consummation of any Liens created by any Loan Document in respect of such Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Loan Party (other than the Borrower) in a transaction permitted by the Loan Documents (including through merger, consolidation, amalgamation or otherwise) and this Agreement as a result of which such Subsidiary Loan Party would cease ceases to be a Restricted Subsidiary (including pursuant to a merger with a Subsidiary that is not a Loan Party or designation as an Unrestricted Subsidiary), (2) upon the request of the Borrower in connection with a transaction permitted under Section 6.14(a), as a result of which such Subsidiary Loan Party ceases to be a Wholly Owned Subsidiary, (3) upon the request of the Borrower, if permitted pursuant to Section 6.14(b) or (4) upon the request of the Borrower, if such Subsidiary Loan Party becomes a Regulated Subsidiary or an Excluded Subsidiary. Upon any sale or other transfer by any Loan Party (other than to Holdings, the Borrower or any Subsidiary Loan Party’s ) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral or the release of Holdings or any Subsidiary Loan Party from its Guarantee under the Guarantee Agreement pursuant to Section 9.02, the security interests in such Collateral created by the Security Documents or such guarantee shall be automatically released. Upon termination of the aggregate Commitments and payment in full of all Secured Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit (including as a result of obtaining the consent of the applicable Issuing Bank as described in Section 9.05), all obligations under the Collateral Agreement shall be automatically terminated Loan Documents and the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) and at the Borrower’s expense take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower to terminate such Subsidiary Loan Party’s obligations under the Collateral Agreement. In addition, the Administrative Agent agrees to take such actions as are reasonably requested by Holdings or the Borrower and at the Borrower’s expense to terminate the Liens and all security interests created by the Security Documents shall be automatically released. In connection with any termination or release pursuant to this Section, the Administrative Agent shall execute and deliver to any Loan Documents when Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release so long as the Obligations (other than Obligations Borrower or applicable Loan Party shall have provided the Administrative Agent such certifications or documents as the Administrative Agent shall reasonably request in respect of (i) Specified Hedge Agreements and Cash Management Obligations that are not then due and payable and (ii) contingent indemnification and reimbursement obligations that are not yet due and payable and for which no claim has been asserted) are paid in full and the Commitments are terminatedorder to demonstrate compliance with this Agreement.
Appears in 2 contracts
Samples: Credit Agreement, Credit Agreement (Virtu Financial, Inc.)
Release of Liens and Guarantees. In Subject to the event that any reinstatement provisions set forth in the Collateral Agreement, a Subsidiary Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of the Equity Interests or assets of any Loan Party (other than Equity Interests of the Borrower) to a Person that is not (and is not required to become) a Loan Party in a transaction not prohibited by shall automatically be released from its obligations under the Loan Documents, at the request of the Borrower, any Liens and all security interests created by any the Security Documents in Collateral owned by such Subsidiary Loan Document in respect of such Equity Interests or assets Party shall be automatically released and released, upon the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense in connection with such release consummation of any Liens created by any Loan Document in respect of such Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Loan Party (other than the Borrower) in a transaction permitted by the Loan Documents (including through merger, consolidation, amalgamation or otherwise) and this Agreement as a result of which such Subsidiary Loan Party would cease ceases to be a Restricted Subsidiary; provided, that, if so required by this Agreement, the Required Lenders shall have consented to such Subsidiary transaction and the terms of such consent shall not have provided otherwise. Upon any sale or other transfer by any Loan Party (other than to Holdings, the Borrower or any other Loan Party’s obligations ) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral Agreement pursuant to Section 9.02, the security interests in such Collateral created by the Security Documents shall be automatically terminated and released. Subject to the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) and at the Borrower’s expense take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower to terminate such occurrence of a Reinstatement Event, each Subsidiary Loan Party’s obligations Party shall automatically be released from its Guarantee under the Collateral Agreement. In additionLoan Documents, the Administrative Agent agrees to take such actions as are reasonably requested by Holdings or the Borrower and at the Borrower’s expense to terminate the Liens and all security interests created by the Security Documents in Collateral owned by each Loan Documents when Party shall be automatically released, upon the occurrence of a Suspension Event. In connection with any termination or release pursuant to this Section 9.14, the Administrative Agent shall execute and deliver to any Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 9.14 shall be without recourse to or warranty by the Obligations (other than Obligations Administrative Agent. Each of the Secured Parties irrevocably authorizes the Administrative Agent, at its option and in respect of (i) Specified Hedge Agreements and Cash Management Obligations that are not then due and payable and (ii) contingent indemnification and reimbursement obligations that are not yet due and payable and for which no claim has been asserted) are paid its discretion, to effect the releases set forth in full and the Commitments are terminatedthis Section 9.14.
Appears in 2 contracts
Samples: Credit Agreement (Trinet Group, Inc.), Credit Agreement (Trinet Group, Inc.)
Release of Liens and Guarantees. In the event that any (a) A Subsidiary Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of shall automatically be released from its obligations under the Equity Interests or assets of any Loan Party (other than Equity Interests of the Borrower) to a Person that is not (and is not required to become) a Loan Party in a transaction not prohibited by the First Lien Loan Documents, at the request of the Borrower, any Liens and all security interests created by any the Security Documents in Collateral owned by such Subsidiary Loan Document in respect of such Equity Interests or assets Party shall be automatically released and upon the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense in connection with such release consummation of any Liens created by any Loan Document in respect of such Equity Interests transaction or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Loan Party (other than the Borrower) in a transaction designation permitted by the Loan Documents (including through merger, consolidation, amalgamation or otherwise) and this Agreement as a result of which such Subsidiary Loan Party would cease ceases to be a Restricted Subsidiary (including pursuant to a permitted merger or amalgamation with a Subsidiary that is not a Loan Party or a designation as an Unrestricted Subsidiary) or becomes an Excluded Subsidiary (other than solely as a result of becoming a Non-Wholly Owned Subsidiary); provided that, if so required by this Agreement, the Required Lenders shall have consented to such transaction and the terms of such consent shall not have provided otherwise. Upon any sale, disposition or other transfer by any Loan Party (other than to any other Loan Party) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral, the security interests in such Collateral created by the Security Documents shall be automatically released. Upon the release of Holdings or any Subsidiary Loan Party from its Guarantee in compliance with this Agreement, the security interest in any Collateral owned by Holdings or such Subsidiary Loan Party’s Party created by the Security Documents shall be automatically released. Upon the designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Agreement, the security interest created by the Security Documents in the Equity Interests of such new Unrestricted Subsidiary shall automatically be released. Upon the Termination Date all obligations under the Collateral Agreement shall be automatically terminated First Lien Loan Documents and the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) and at the Borrower’s expense take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower to terminate such Subsidiary Loan Party’s obligations under the Collateral Agreement. In addition, the Administrative Agent agrees to take such actions as are reasonably requested by Holdings or the Borrower and at the Borrower’s expense to terminate the Liens and all security interests created by the Security Documents shall be automatically released. In connection with any termination or release pursuant to this Section 9.14, the First Lien Administrative Agent or the First Lien Collateral Agent, as the case may be, shall execute and deliver to any Loan Documents when Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence or to file or register in any office such termination or release so long as the Obligations (other than Obligations Borrower or applicable Loan Party shall have provided the First Lien Administrative Agent or the First Lien Collateral Agent, as the case may be, such certifications or documents as the First Lien Administrative Agent or the First Lien Collateral Agent, as the case may be, shall reasonably request in respect of (i) Specified Hedge Agreements and Cash Management Obligations that are not then due and payable and (ii) contingent indemnification and reimbursement obligations that are not yet due and payable and for which no claim has been asserted) are paid in full and the Commitments are terminatedorder to demonstrate compliance with this Agreement.
Appears in 2 contracts
Samples: Credit Agreement (Sotera Health Co), Credit Agreement (Sotera Health Topco, Inc.)
Release of Liens and Guarantees. In the event that any (a) A Subsidiary Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of the Equity Interests or assets of any Loan Party (other than Equity Interests of the Borrower) to a Person that is not (and is not required to become) a Loan Party in a transaction not prohibited by shall automatically be released from its obligations under the Loan Documents, at the request of the Borrower, any Liens and all security interests created by any the Security Documents in Collateral owned by such Subsidiary Loan Document in respect of such Equity Interests or assets Party shall be automatically released and released, upon the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense in connection with such release consummation of any Liens created by any Loan Document in respect of such Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Loan Party (other than the Borrower) in a transaction permitted by the Loan Documents (including through merger, consolidation, amalgamation or otherwise) and this Agreement as a result of which such Subsidiary Loan Party would cease ceases to be a Restricted Subsidiary; provided that, if so required by this Agreement, the Required Lenders shall have consented to such transaction and the terms of such consent shall not have provided otherwise. Upon any sale or other transfer by any Loan Party (other than to Holdings, the Borrower or any Subsidiary Loan Party’s obligations ) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral or the release of Holdings or any Subsidiary Loan Party from its Guarantee under the Guarantee Agreement pursuant to Section 9.02, the security interests in such Collateral Agreement created by the Security Documents or such guarantee shall be automatically terminated released. Upon termination of the aggregate Commitments and payment in full of all Loan Document Obligations (other than contingent indemnification obligations not yet due) and the Administrative Agent shall promptly expiration or termination of all Letters of Credit (and including as a result of obtaining the Lenders hereby authorize consent of the Administrative Agent to) and at the Borrower’s expense take such action and execute any such documents applicable Issuing Bank as may be reasonably requested by Holdings or the Borrower to terminate such Subsidiary Loan Party’s obligations described in Section 9.05), all Guarantees under the Collateral Agreement. In addition, the Administrative Agent agrees to take such actions as are reasonably requested by Holdings or the Borrower Loan Documents and at the Borrower’s expense to terminate the Liens and all security interests created by the Loan Security Documents when all shall be automatically released. Any such release of Guarantees and security interests shall be deemed subject to the Obligations (other than Obligations provision that such Guarantees and security interests shall be reinstated if after such release any portion of any payment in respect of (i) Specified Hedge Agreements the Loan Document Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any other Loan Party, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any other Loan Party or any substantial part of its property, or otherwise, all as though such payment had not been made. In connection with any termination or release pursuant to this Section, the Administrative Agent shall execute and Cash Management Obligations deliver to any Loan Party, at such Loan Party’s expense, all documents that are not then due and payable and (ii) contingent indemnification and reimbursement obligations that are not yet due and payable and for which no claim has been asserted) are paid such Loan Party shall reasonably request to evidence such termination or release so long as the Borrower or applicable Loan Party shall have provided the Administrative Agent such certifications or documents as the Administrative Agent shall reasonably request in full order to demonstrate compliance with this Agreement and the Commitments are terminatedother Loan Documents.
Appears in 2 contracts
Samples: Credit Agreement (Camping World Holdings, Inc.), Credit Agreement (Camping World Holdings, Inc.)
Release of Liens and Guarantees. In (a) A Guarantor shall automatically be released from its obligations under the event that any Loan Party conveysDocuments, sellsand all security interests created by the Security Documents in Collateral owned by such Guarantor shall be automatically released, leases, assigns, transfers or otherwise disposes of all or any portion upon the consummation of any transaction permitted by this Agreement as a result of the Equity Interests which such Guarantor ceases to be a Subsidiary (including pursuant to a merger with a Subsidiary that is not a Loan Party). Upon any sale or assets of other transfer by any Loan Party (other than Equity Interests of the Borrower) to a Person that is not (and is not required to become) a Loan Party in a transaction not prohibited by the Loan Documents, at the request of the Borrower, any Liens created by any Loan Document in respect of such Equity Interests or assets shall be automatically released and the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense in connection with such release or any Guarantor) of any Liens created by any Loan Document in respect of such Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Loan Party (other than the Borrower) Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral or the release of the Borrower or any Guarantor from its Guarantee under the Guarantee Agreement pursuant to Section 9.02, the security interests in such Collateral created by the Loan Security Documents or such Guarantee shall be automatically released. Upon termination of the aggregate Commitments and payment in full of all Obligations (other than (i) contingent indemnification obligations as to which no claim has been made and (ii) obligations under Secured Hedge Agreements not yet due and payable or as to which arrangements satisfactory to the applicable Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (including through merger, consolidation, amalgamation or otherwise) and as a result of which such Subsidiary Loan Party would cease to be a Restricted Subsidiaryobtaining the consent of the applicable Issuing Bank as described in Section 9.05 of the Credit Agreement), such Subsidiary Loan Party’s all obligations under the Collateral Agreement shall be automatically terminated Loan Documents and the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) and at the Borrower’s expense take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower to terminate such Subsidiary Loan Party’s obligations under the Collateral Agreement. In addition, the Administrative Agent agrees to take such actions as are reasonably requested by Holdings or the Borrower and at the Borrower’s expense to terminate the Liens and all security interests created by the Security Documents shall be automatically released. In connection with any termination or release pursuant to this Section, the Administrative Agent shall execute and deliver to any Loan Documents when Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release so long as the Obligations (other than Obligations Borrower or applicable Loan Party shall have provided the Administrative Agent such certifications or documents as the Administrative Agent shall reasonably request in respect of (i) Specified Hedge Agreements and Cash Management Obligations that are not then due and payable and (ii) contingent indemnification and reimbursement obligations that are not yet due and payable and for which no claim has been asserted) are paid in full and the Commitments are terminatedorder to demonstrate compliance with this Agreement.
Appears in 2 contracts
Samples: Intellectual Property Security Agreement (Lmi Aerospace Inc), Collateral Agreement (Lmi Aerospace Inc)
Release of Liens and Guarantees. In the event that any A Subsidiary Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of the Equity Interests or assets of any Loan Party (other than Equity Interests of the Borrower) to a Person that is not (and is not required to become) a Loan Party in a transaction not prohibited by shall automatically be released from its obligations under the Loan Documents, at the request of the Borrower, any Liens and all security interests created by any the Security Documents in Collateral owned by such Subsidiary Loan Document in respect of such Equity Interests or assets Party shall be automatically released and released, upon the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense in connection with such release consummation of any Liens created by any Loan Document in respect of such Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Loan Party (other than the Borrower) in a transaction permitted by the Loan Documents (including through merger, consolidation, amalgamation or otherwise) and this Agreement as a result of which such Subsidiary Loan Party would cease ceases to be a Restricted Subsidiary (or becomes an Excluded Subsidiary (other than solely as a result of such Subsidiary ceasing to be a Significant Subsidiary) or an Unrestricted Subsidiary); provided that, if so required by this Agreement, the Required Lenders shall have consented to such transaction and the terms of such consent shall not have provided otherwise; provided further that as of any date upon which a Subsidiary Loan Party becomes an Excluded Subsidiary (other than solely as a result of such Subsidiary ceasing to be a Significant Subsidiary), the Company shall be deemed to have made an Investment in a Person that is not a Subsidiary Loan Party in an amount equal to the fair market value of the assets (net of third-party liabilities) of such Subsidiary as of such date (as determined reasonably and in good faith by a Financial Officer of the Company). Upon any sale or other transfer by any Loan Party (other than to the Company or any Subsidiary Loan Party’s obligations ) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral Agreement pursuant to Section 9.02, the security interests in such Collateral created by the Security Documents shall be automatically terminated and released. In connection with any termination or release pursuant to this Section 9.14, the Administrative Agent shall promptly (execute and the Lenders hereby authorize deliver to any Loan Party, at such Loan Party's expense, all documents that such Loan Party shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 9.14 shall be without recourse to or warranty by the Administrative Agent to) and at Agent. Each of the Borrower’s expense take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower to terminate such Subsidiary Loan Party’s obligations under the Collateral Agreement. In addition, Secured Parties irrevocably authorizes the Administrative Agent agrees Agent, at its option and in its discretion, to take such actions as are reasonably requested by Holdings or effect the Borrower and at the Borrower’s expense to terminate the Liens and security interests created by the Loan Documents when all the Obligations (other than Obligations releases set forth in respect of (i) Specified Hedge Agreements and Cash Management Obligations that are not then due and payable and (ii) contingent indemnification and reimbursement obligations that are not yet due and payable and for which no claim has been asserted) are paid in full and the Commitments are terminatedthis Section 9.14.
Appears in 2 contracts
Samples: Credit Agreement (Minerals Technologies Inc), Credit Agreement (Minerals Technologies Inc)
Release of Liens and Guarantees. In the event that any (a) A Subsidiary Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of the Equity Interests or assets of any Loan Party (other than Equity Interests of the Borrower) to a Person that is not (and is not required to become) a Loan Party in a transaction not prohibited by shall automatically be released from its obligations under the Loan Documents, at the request of the Borrower, any Liens and all security interests created by any the Security Documents in Collateral owned by such Subsidiary Loan Document in respect of such Equity Interests or assets Party shall be automatically released and released, (1) upon the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense in connection with such release consummation of any Liens created by any Loan Document in respect of such Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Loan Party (other than the Borrower) in a transaction permitted by the Loan Documents (including through merger, consolidation, amalgamation or otherwise) and this Agreement as a result of which such Subsidiary Loan Party would cease ceases to be a Restricted Subsidiary (including pursuant to a merger with a Subsidiary that is not a Loan Party or designation as an Unrestricted Subsidiary), (2) upon the request of the Borrower in connection with a transaction permitted under Section 6.13(a), as a result of which such Subsidiary Loan Party ceases to be a Wholly Owned Subsidiary, (3) upon the request of the Borrower, if permitted pursuant to Section 6.13(b) or (4) upon the request of the Borrower, if such Subsidiary Loan Party becomes a Regulated 188 Subsidiary or an Excluded Subsidiary. Upon any sale or other transfer by any Loan Party (other than to Holdings, the Borrower or any Subsidiary Loan Party’s ) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral or the release of Holdings or any Subsidiary Loan Party from its Guarantee under the Guarantee Agreement pursuant to Section 9.02, the security interests in such Collateral created by the Security Documents or such guarantee shall be automatically released. Upon the occurrence of the Termination Date, all obligations under the Collateral Agreement shall be automatically terminated Loan Documents and the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) and at the Borrower’s expense take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower to terminate such Subsidiary Loan Party’s obligations under the Collateral Agreement. In addition, the Administrative Agent agrees to take such actions as are reasonably requested by Holdings or the Borrower and at the Borrower’s expense to terminate the Liens and all security interests created by the Security Documents shall be automatically released. In connection with any termination or release pursuant to this Section or if a Loan Party requests the Administrative Agent to confirm that its Lien granted under the Security Documents when does not attach to specified Excluded Assets, the Administrative Agent shall execute and deliver to any Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination, release or confirmation so long as the Obligations (other than Obligations Borrower or applicable Loan Party shall have provided the Administrative Agent such certifications or documents as the Administrative Agent shall reasonably request in respect of (i) Specified Hedge Agreements and Cash Management Obligations order to demonstrate compliance with this Agreement or that are not then due and payable and (ii) contingent indemnification and reimbursement obligations that are not yet due and payable and for which no claim has been asserted) are paid in full and the Commitments are terminatedsuch assets constitute Excluded Assets.
Appears in 1 contract
Release of Liens and Guarantees. In the event that any (a) A Subsidiary Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of the Equity Interests or assets of any Loan Party (other than Equity Interests of the Borrower) to a Person that is not (and is not required to become) a Loan Party in a transaction not prohibited by shall automatically be released from its obligations under the Loan Documents, at the request of the Borrower, any Liens and all security interests created by any the Security Documents in Collateral owned by such Subsidiary Loan Document in respect of such Equity Interests or assets Party shall be automatically released and released, upon the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense in connection with such release consummation of any Liens created by any Loan Document in respect of such Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Loan Party (other than the Borrower) in a transaction permitted by the Loan Documents (including through merger, consolidation, amalgamation or otherwise) and this Agreement as a result of which such Subsidiary Loan Party would cease ceases to be a Restricted Subsidiary, such Subsidiary (including pursuant to a merger with a Subsidiary that is not a Loan Party’s ). Upon any Disposition by any Loan Party (other than to another Loan Party) of any Collateral in a transaction permitted under this Agreement or any other Loan Document, or upon the effectiveness of any written consent to the release of the security interest created under any Security Document or any other Loan Document in any Collateral or the release of any Loan Party from its Guarantee under the Guarantee Agreement pursuant to Section 9.02, the security interests in such Collateral created by the Security Documents or such Guarantee shall be automatically released. Upon termination of the aggregate Commitments and payment in full of all Secured Obligations (other than (x) contingent indemnification obligations as to which no claim has been made and (y) Secured Cash Management Obligations and Secured Swap Obligations (each as defined in the Collateral Agreement) as to which arrangements reasonably satisfactory to the applicable Secured Party (as defined in the Collateral Agreement) have been made) and the expiration or termination of all Letters of Credit (including as a 1WEIL:\98776409\2\27507.0003WEIL:\98776409\2\27507.0003 NAI-1532775236v11532775236v9 159 Blue Bird Body Company Credit Agreement result of obtaining the consent of the applicable Issuing Bank as described in Section 9.05 of this Agreement, or as a result of such Letters of Credit being backstopped or cash collateralized), all obligations under the Collateral Agreement shall be automatically terminated Loan Documents and the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) and at the Borrower’s expense take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower to terminate such Subsidiary Loan Party’s obligations under the Collateral Agreement. In addition, the Administrative Agent agrees to take such actions as are reasonably requested by Holdings or the Borrower and at the Borrower’s expense to terminate the Liens and all security interests created by the Security Documents shall be automatically released. In connection with any termination or release pursuant to this Section, the Administrative Agent shall execute and deliver to any Loan Documents when Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release so long as the Obligations (other than Obligations Borrower or applicable Loan Party shall have provided the Administrative Agent such certifications or documents as the Administrative Agent shall reasonably request in respect order to demonstrate compliance with this Agreement. Notwithstanding anything set forth above, the release of a Subsidiary Loan Party that becomes a non-Wholly Owned Subsidiary shall only be permitted if (i) Specified Hedge Agreements at the time such Subsidiary Loan Party becomes an Excluded Subsidiary of such type, no Default or Event of Default has occurred and Cash Management Obligations that are not then due and payable and is continuing or would result therefrom, (ii) contingent indemnification the Disposition or other transaction pursuant to which such Subsidiary Loan Party ceased to be a Wholly-Owned Subsidiary of the Borrower (z) was entered into for a bona fide business purpose and reimbursement obligations was not undertaken for the purpose of causing such Subsidiary Loan Party to cease to be a Subsidiary Loan Party and (y) was not for less than fair market value as reasonably determined by the Borrower (unless pursuant to a bona fide joint venture with a Person that is not an Affiliate), (iii) after giving pro forma effect to such Disposition or other transaction, less than 50% of the Equity Interests in such Subsidiary Loan Party are not yet due directly or indirectly owned by the Borrower and payable its Affiliates, (iv) after giving pro forma effect to such release and such Disposition or other transaction, the Borrower is deemed to have made a new Investment in such Person for which no claim has been assertedpurposes of Section 6.04 (as if such Person were then newly acquired), in an amount equal to the portion of fair market value of the net assets of such Person attributable to the Borrower’s direct or indirect equity interest therein and such Investment is permitted pursuant to Section 6.04 at such time and (v) are paid the Borrower certifies to the Administrative Agent in full and the Commitments are terminatedwriting compliance with preceding clauses (i) through (iv).
Appears in 1 contract
Samples: Credit Agreement (Blue Bird Corp)
Release of Liens and Guarantees. In the event that any (a) A Subsidiary Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of the Equity Interests or assets of any Loan Party (other than Equity Interests of the Borrower) to a Person that is not (and is not required to become) a Loan Party in a transaction not prohibited by shall automatically be released from its obligations under the Loan Documents, at the request of the Borrower, any Liens and all security interests created by any Loan Document the Security Documents in respect of such Equity Interests or assets shall be automatically released and the Administrative Agent shall promptly Collateral owned by (and the Lenders hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense in connection with such release of any Liens created by any Loan Document in respect of such Equity Interests or assets, and, in the case of a disposition clause (1), (2) and (3), in each case, to the extent constituting Excluded Assets, upon the request of the Parent Borrower, the Equity Interests of any of) such Subsidiary Loan Party shall be automatically released, (other than 1) upon the Borrower) in a consummation of any transaction permitted by the Loan Documents (including through merger, consolidation, amalgamation or otherwise) and this Agreement as a result of which such Subsidiary Loan Party would cease ceases to be a Restricted Subsidiary (including pursuant to a merger with a Subsidiary that is not a Loan Party or a designation as an Unrestricted Subsidiary), (2) upon the request of the Parent Borrower, upon any Subsidiary Loan Party becoming an Excluded Subsidiary in connection with a transaction permitted under this Agreement, or (3) upon the request of the Parent Borrower, in connection with a transaction permitted under this Agreement, as a result of which such Subsidiary Loan Party ceases to be a wholly-owned Subsidiary or otherwise becomes an Excluded Subsidiary. Upon (i) any sale or other transfer by any Loan Party (other than to the Parent Borrower, the Co-Borrower or any other Loan Party’s ) of any Collateral in a transaction permitted under this Agreement or (ii) the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral or the release of any Loan Party from its Guarantee under the Guarantee Agreement pursuant to Section 9.02, the security interests in such Collateral created by the Security Documents or such guarantee shall be automatically released. Upon the occurrence of the Termination Date, all obligations under the Collateral Agreement shall be automatically terminated Loan Documents and the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) and at the Borrower’s expense take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower to terminate such Subsidiary Loan Party’s obligations under the Collateral Agreement. In addition, the Administrative Agent agrees to take such actions as are reasonably requested by Holdings or the Borrower and at the Borrower’s expense to terminate the Liens and all security interests created by the Security Documents shall be automatically released. In connection with any termination or release pursuant to this Section, the Administrative Agent shall execute and deliver to any Loan Documents when Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section shall be without recourse to or warranty by the Obligations (other than Obligations in respect of (i) Specified Hedge Agreements Administrative Agent. The Administrative Agent and Cash Management Obligations that are not then due and payable and (ii) contingent indemnification and reimbursement obligations that are not yet due and payable and for which no claim has been asserted) are paid in full Collateral Agent will, and the Commitments are terminatedLenders irrevocably authorize the Administrative Agent and Collateral Agent to, release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02(iv), (viii)(A), (xxiv), (xx), (xi) or (xxii) to the extent required by the terms of the obligations secured by such Liens pursuant to documents reasonably acceptable to the Administrative Agent and Collateral Agent.
Appears in 1 contract
Release of Liens and Guarantees. In the event that any A Subsidiary Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of the Equity Interests or assets of any Loan Party (other than Equity Interests of the Borrower) to a Person that is not (and is not required to become) a Loan Party in a transaction not prohibited by shall automatically be released from its obligations under the Loan Documents, at the request of the Borrower, any Liens and all security interests created by any Loan Document the Security Documents in respect of Collateral owned by such Equity Interests or assets shall be automatically released and the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense in connection with such release of any Liens created by any Loan Document in respect of such Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Loan Party shall be released, (other than 1) automatically upon the Borrower) in a consummation of any single transaction or related series of transactions permitted by the Loan Documents (including through merger, consolidation, amalgamation or otherwise) and this Agreement as a result of which such Subsidiary Loan Party would cease ceases to be a Restricted Subsidiary (including pursuant to a merger with a Subsidiary that is not a Loan Party or a designation as an Unrestricted Subsidiary), or (2) upon notice by the Borrower to the Administrative Agent, if a Subsidiary Loan Party becomes an Excluded Subsidiary, including, in connection with a transaction permitted under this Agreement, the result of which such Subsidiary Loan Party ceases to be a wholly-owned Subsidiary as contemplated by the definition of “Excluded Subsidiary”; provided that a Subsidiary Loan Party shall not be released from the Guarantee in connection with a de minimis transfer of Equity Interests in such Subsidiary Loan Party if there is no bona fide business purpose for each transfer of Equity Interests and such transfer of Equity Interests is intended solely to obtain a release of the Guarantee, in each case as determined in good faith by the Borrower. The security interests in any applicable Collateral created by the Security Documents or any applicable Guarantee shall be released, (i) automatically upon any sale or other transfer as part of or in connection with a Disposition by any Loan Party (other than to Holdings, the Borrower or any other Loan Party’s ) of any Collateral in a transaction permitted under this Agreement, (ii) upon notice by the Borrower to the Administrative Agent, if any property granted to or held by the Administrative Agent under any Loan Documents does not constitute (or ceases to constitute) Collateral, including by becoming an Excluded Asset or (iii) upon the effectiveness of any written consent to the release of the Lien or security interest created under any Security Document in any Collateral or the release of any Loan Party from its Guarantee under the Guarantee Agreement pursuant to Section 9.02. Upon the occurrence of the Termination Date, all obligations under the Collateral Agreement shall be automatically terminated and Loan Documents (other than obligations that by their terms survive the Administrative Agent shall promptly (and termination of the Lenders hereby authorize the Administrative Agent toLoan Documents) and at the Borrower’s expense take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower to terminate such Subsidiary Loan Party’s obligations under the Collateral Agreement. In addition, the Administrative Agent agrees to take such actions as are reasonably requested by Holdings or the Borrower and at the Borrower’s expense to terminate the Liens and all security interests created by the Security Documents shall be automatically released. In connection with any termination or release pursuant to this Section or in connection with any subordination of its interest as required by Article VIII, the Administrative Agent shall execute and deliver to any Loan Documents when Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section shall be without recourse to or warranty by the Obligations (other than Obligations Administrative Agent. The Lenders irrevocably authorize the Administrative Agent to release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02(ii), 6.02(iv), 6.02(v), 6.02(vi), 6.02(vii), 6.02(viii), 6.02(xi), 6.02(xii), 6.02(xiii), 6.02(xiv), 6.02(xv), 6.02(xvi), 6.02(xvii), 6.02(xviii), 6.02(xxi), 6.02(xxii), 6.02(xxiii), 6.02(xxv), 6.02(xxvi), 6.02(xxvii), 6.02(xxviii), 6.02(xxix), 6.02(xxxi), 6.02(xxxiv), or 6.02(xxxv) in respect each case, to the extent required by the terms of (i) Specified Hedge Agreements and Cash Management Obligations that are not then due and payable and (ii) contingent indemnification and reimbursement the obligations that are not yet due and payable and for which no claim has been asserted) are paid in full and secured by such Liens pursuant to documents reasonably acceptable to the Commitments are terminated.Administrative Agent. SECTION 9.16
Appears in 1 contract
Samples: Credit Agreement and Incremental Facility Agreement (GoHealth, Inc.)
Release of Liens and Guarantees. In the event that any A Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of the Equity Interests or assets of any Loan Party (other than Equity Interests of the Borrower) to a Person that is not (and is not required to become) a Loan Party in a transaction not prohibited by shall automatically be released from its obligations under the Loan Documents, at and all security interests created by the Security Documents in Collateral owned by (and, in the case of clause (1) and, upon the request of the Borrower, any Liens created by any Loan Document in respect of such clause (2) below, the Equity Interests or assets of) such Subsidiary Loan Party shall be automatically released and released, (1) upon the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense in connection with such release consummation of any Liens created by any Loan Document in respect of such Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Loan Party (other than the Borrower) in a transaction permitted by the Loan Documents (including through merger, consolidation, amalgamation or otherwise) and this Agreement as a result of which such Subsidiary Loan Party would cease ceases to be a Restricted Subsidiary (including pursuant to a merger with a Subsidiary that is not a Loan Party or a designation as an Unrestricted Subsidiary) or (2) upon the request of the Borrower, in connection with a transaction permitted under this Agreement, as a result of which such Subsidiary Loan party ceases to be a wholly-owned Subsidiary. Upon (i) any sale or other transfer by any Loan Party (other than to Parent, the Borrower or any other Loan Party’s ) of any Collateral in a transaction permitted under this Agreement or (ii) the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral or the release of any Loan Party from its Guarantee under the Guarantee Agreement pursuant to Section 9.02, the security interests in such Collateral created by the Security Documents or such guarantee shall be automatically released. Upon the occurrence of the Termination Date, all obligations under the Collateral Agreement shall be automatically terminated Loan Documents and the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) and at the Borrower’s expense take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower to terminate such Subsidiary Loan Party’s obligations under the Collateral Agreement. In addition, the Administrative Agent agrees to take such actions as are reasonably requested by Holdings or the Borrower and at the Borrower’s expense to terminate the Liens and all security interests created by the Security Documents shall be automatically released. In connection with any termination or release pursuant to this Section, the Administrative Agent shall execute and deliver to any Loan Documents when Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section shall be without recourse to or warranty by the Obligations Administrative Agent. The Lenders irrevocably authorize the Administrative Agent to release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02(a)(iv), (other than Obligations in respect viii) or (xxii) to the extent required by the terms of the obligations secured by such Liens pursuant to documents reasonably acceptable to the Administrative Agent). If at any time Parent ceases to guarantee each of (i) Specified Hedge Agreements and Cash Management Obligations that are not then due and payable the Existing Senior Unsecured Notes and (ii) contingent indemnification and reimbursement obligations that are not yet due and payable and for which no claim has been assertedany other material Indebtedness of the Borrower (other than the Loan Document Obligations) are paid in full (the foregoing clauses (i) through (ii), the “Applicable Borrower Indebtedness”), upon request by the Borrower, (x) Parent’s Guarantee of the Loan Document Obligations, and the Commitments are terminatedsecurity interest granted in respect thereof, shall be released (the date on which such release occurs, the “Guarantee Release Date”), (y) Section 6.07 shall not apply to Parent and (z) Article VII shall not apply to Parent; provided that, if at any time after the Guarantee Release Date Parent shall guarantee any Applicable Borrower Indebtedness, the obligations of Parent under the Guarantee Agreement and under Section 6.07 shall be automatically reinstated. Parent shall take all actions reasonably necessary in order to provide the same Guarantee and security interest as would be required had the Guarantee Release Date never occurred.
Appears in 1 contract
Release of Liens and Guarantees. In the event that any A Loan Party conveys(other than Parent and the Borrower) shall automatically be released from its obligations under the Loan Documents, sellsand all security interests created by the Security Documents in Collateral owned by such Loan Party shall be automatically released, leases, assigns, transfers or otherwise disposes of all or any portion (i) upon the consummation of any transaction permitted by this Agreement as a result of which such Loan Party ceases to be a Subsidiary (or becomes an Excluded Subsidiary (other than solely as a result of such Subsidiary ceasing to be a Significant Subsidiary) or an Unrestricted Subsidiary) and (ii) upon written notice from the Borrower to the Administrative Agent, upon or after such Loan Party becoming an Excluded Subsidiary solely as a result of such Subsidiary ceasing to be a Significant Subsidiary; provided that as of any date upon which a Loan Party (other than Parent and the Borrower) becomes an Excluded Subsidiary and its guarantee of the Equity Interests Obligations is released, the Borrower shall be deemed to have made an Investment in a Person that is not a Loan Party in an amount equal to the fair market value of the assets (net of third-party liabilities and intercompany assets) of such Subsidiary as of such date (as determined reasonably and in good faith by a Financial Officer of Parent). Upon any sale or assets of other transfer by any Loan Party (other than Equity Interests to Parent or any other Loan Party) of the Borrower) to a Person that is not (and is not required to become) a Loan Party any Collateral in a transaction not prohibited permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral pursuant to Section 9.02, the security interests in such Collateral created by the Loan Documents, at the request of the Borrower, any Liens created by any Loan Document in respect of such Equity Interests or assets Security Documents shall be automatically released and released. In connection with any termination or release pursuant to this Section 9.14, the Administrative Agent shall promptly (execute and the Lenders hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense in connection with such release of any Liens created by deliver to any Loan Document Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release, and shall file (or authorize such Loan Party to file) any termination statements in respect of such Equity Interests Uniform Commercial Code financing statements (or assets, and, in similar filings under applicable law). Any execution and delivery of documents pursuant to this Section 9.14 shall be without recourse to or warranty by the case of a disposition Administrative Agent. Each of the Equity Interests of any Subsidiary Loan Party (other than the Borrower) in a transaction permitted by the Loan Documents (including through merger, consolidation, amalgamation or otherwise) and as a result of which such Subsidiary Loan Party would cease to be a Restricted Subsidiary, such Subsidiary Loan Party’s obligations under the Collateral Agreement shall be automatically terminated and Secured Parties irrevocably authorizes the Administrative Agent shall promptly (Agent, at its option and in its discretion, to effect the Lenders hereby authorize the Administrative Agent to) and at the Borrower’s expense take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower to terminate such Subsidiary Loan Party’s obligations under the Collateral Agreement. In addition, the Administrative Agent agrees to take such actions as are reasonably requested by Holdings or the Borrower and at the Borrower’s expense to terminate the Liens and security interests created by the Loan Documents when all the Obligations (other than Obligations releases set forth in respect of (i) Specified Hedge Agreements and Cash Management Obligations that are not then due and payable and (ii) contingent indemnification and reimbursement obligations that are not yet due and payable and for which no claim has been asserted) are paid in full and the Commitments are terminatedthis Section 9.14.
Appears in 1 contract
Samples: Credit Agreement (NICE Ltd.)
Release of Liens and Guarantees. In the event that any A Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of the Equity Interests or assets of any Loan Party (other than Equity Interests of the Borrower) to a Person that is not (and is not required to become) a Loan Party in a transaction not prohibited by shall automatically be released from its obligations under the Loan Documents, at the request of the Borrower, any Liens and all security interests created by any the Security Documents in Collateral owned by such Subsidiary Loan Document in respect of such Equity Interests or assets Party shall be automatically released and released, (1) upon the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense in connection with such release consummation of any Liens created by any Loan Document in respect of such Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Loan Party (other than the Borrower) in a transaction permitted by the Loan Documents (including through merger, consolidation, amalgamation or otherwise) and this Agreement as a result of which such Subsidiary Loan Party would cease ceases to be a Restricted Subsidiary (including pursuant to a merger with a Subsidiary that is not a Loan Party or a designation as an Unrestricted Subsidiary) or (2) upon the request of the Borrower, in connection with a transaction permitted under this Agreement, as a result of which such Subsidiary Loan party ceases to be a wholly-owned Subsidiary. Upon (i) any sale or other transfer by any Loan Party (other than to Holdings, a Borrower Party or any Subsidiary Loan Party’s ) of any Collateral in a transaction permitted under this Agreement or (ii) the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral or the release of any Loan Party from its Guarantee under the Guarantee Agreement pursuant to Section 9.02, the security interests in such Collateral created by the Security Documents or such guarantee shall be automatically released. Upon termination of the aggregate Commitments and payment in full of all Loan Document Obligations (other than contingent obligations not yet due, Secured Cash Management Obligations and Secured Swap Obligations), all obligations under the Collateral Agreement Loan Documents and all security interests created by the Security Documents shall be automatically terminated released. Upon the satisfaction of the Collateral Release Condition, all of the security interests, mortgages, or other Liens in or on the Collateral which is not Designated Cash Collateral shall automatically terminate; provided that, after giving effect to such release, no Default or Event of Default shall have occurred or be continuing as a result of a failure by Holdings, the Borrowers or any Restricted Subsidiary to observe or perform any covenant, condition or agreement contained in Sections 6.01 or 6.02 and the Administrative Agent shall promptly (have received a certificate of Holdings and the Borrowers signed by a Responsible Officer, in a form reasonably satisfactory to the Administrative Agent, certifying the same (the date on which such release occurs, the “Collateral Release Date”). For the avoidance of doubt, all guarantees of the Indebtedness hereunder provided by Holdings or any Subsidiary thereof shall remain in full force and effect notwithstanding such release. In connection with any termination or release pursuant to this Section, the Administrative Agent shall execute and deliver to any Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section shall be without recourse to or warranty by the Administrative Agent. The Lenders hereby irrevocably authorize the Administrative Agent to) and at the Borrower’s expense take such action and execute to release or subordinate any such documents as may be reasonably requested Lien on any property granted to or held by Holdings or the Borrower to terminate such Subsidiary Loan Party’s obligations under the Collateral Agreement. In addition, the Administrative Agent agrees to take such actions as are reasonably requested by Holdings or the Borrower and at Collateral Agent under any Loan Document to the Borrower’s expense holder of any Lien on such property that is permitted by Section 6.02(iv) or (xxi) to terminate the Liens and security interests created extent required by the Loan Documents when all terms of the Obligations (other than Obligations in respect of (i) Specified Hedge Agreements and Cash Management Obligations that are not then due and payable and (ii) contingent indemnification and reimbursement obligations that are not yet due and payable and for which no claim has been asserted) are paid in full and secured by such Liens pursuant to documents reasonably acceptable to the Commitments are terminatedAdministrative Agent.
Appears in 1 contract
Release of Liens and Guarantees. In the event that any A Subsidiary Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of the Equity Interests or assets of any Loan Party (other than Equity Interests of the Borrower) to a Person that is not (and is not required to become) a Loan Party in a transaction not prohibited by shall automatically be released from its obligations under the Loan Documents, at the request of the Borrower, any Liens and all security interests created by any Loan Document the Security Documents in respect of such Equity Interests or assets shall be automatically released and the Administrative Agent shall promptly Collateral owned by (and the Lenders hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense in connection with such release of any Liens created by any Loan Document in respect of such Equity Interests or assets, and, in the case of a disposition clause (1), (2) and (3), in each case, to the extent constituting Excluded Assets, upon the request of the Borrowers, the Equity Interests of any of) such Subsidiary Loan Party shall be automatically released, (other than 1) upon the Borrower) in a consummation of any transaction permitted by the Loan Documents (including through merger, consolidation, amalgamation or otherwise) and this Agreement as a result of which such Subsidiary Loan Party would cease ceases to be a Restricted Subsidiary (including pursuant to a merger with a Subsidiary that is not a Loan Party or a designation as an Unrestricted Subsidiary), (2) upon the request of the Borrowers, upon any Subsidiary Loan Party becoming an Excluded Subsidiary or (3) upon the request of the Borrowers, in connection with a transaction permitted under this Agreement, as a result of which such Subsidiary Loan Party’s Party ceases to be a wholly-owned Subsidiary or otherwise becomes an Excluded Subsidiary. Initial Holdings shall be released from its obligations under the Collateral Agreement shall be automatically terminated Loan Documents and the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) and at the Borrower’s expense take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower to terminate such Subsidiary Loan Party’s obligations under the Collateral Agreement. In addition, the Administrative Agent agrees to take such actions as are reasonably requested by Holdings or the Borrower and at the Borrower’s expense to terminate the Liens and security interests created by the Security Documents in the Collateral owned by Initial Holdings shall be released upon the request of the Borrower, in connection with an IPO, as a result of which Initial Holdings ceases to be Holdings pursuant to (b)(ii) of the definition of “Holdings”. Upon (i) any sale or other transfer by any Loan Documents when all the Obligations Party (other than Obligations to Holdings, any Borrower or any other Loan Party) of any Collateral in respect a transaction permitted under this Agreement or (ii) the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral or the release of any Loan Party from its Guarantee under the Guarantee Agreement pursuant to Section 9.02, the security interests in such Collateral created by the Security Documents or such guarantee shall be automatically released. Upon the occurrence of the Termination Date, all obligations under the Loan Documents and all security interests created by the Security Documents shall be automatically released. In connection with any termination or release pursuant to this Section, the Administrative Agent shall execute and deliver to any Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section shall be without recourse to or warranty by the Administrative Agent. The Lenders irrevocably authorize the Administrative Agent and Collateral Agent to (i) Specified Hedge Agreements release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02(iv), (viii)(A) or (xxii) of the Endeavor Credit Agreement to the extent required by the terms of the obligations secured by such Liens pursuant to documents reasonably acceptable to the Administrative Agent and Cash Management Obligations that are not then due and payable Collateral Agent) and (ii) contingent indemnification and reimbursement obligations that are not yet due and payable and for which no claim has been asserted) are paid in full and subordinate any Lien on any Mortgaged Property if required under the Commitments are terminatedterms of any lease, easement, right of way or similar agreement effecting the Mortgaged Property provided such lease, easement, right of way or similar agreement is permitted by Section 6.02 of the Endeavor Credit Agreement.
Appears in 1 contract
Samples: Revolving Credit Agreement (Endeavor Group Holdings, Inc.)
Release of Liens and Guarantees. In A Subsidiary Guarantor shall automatically be released from its obligations under the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion Documents upon the consummation of any of the Equity Interests or assets of any Loan Party (other than Equity Interests of the Borrower) to a Person that is not (and is not required to become) a Loan Party in a transaction not prohibited by the Loan Documents, at the request of the Borrower, any Liens created by any Loan Document in respect of such Equity Interests or assets shall be automatically released and the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense in connection with such release of any Liens created by any Loan Document in respect of such Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Loan Party (other than the Borrower) in a transaction permitted by the Loan Documents (including through merger, consolidation, amalgamation or otherwise) and this Agreement as a result of which such Subsidiary Loan Party would cease Guarantor ceases to be a Restricted Subsidiary; provided that, if so required by this Agreement, the Required Lenders shall have consented to such Subsidiary transaction and the terms of such consent shall not have provided otherwise. Upon any Disposition (other than any lease or license) by any Loan Party’s obligations Party (other than to the Borrower or any Subsidiary) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Collateral Document in any Collateral pursuant to Section 9.02, the security interests in such Collateral created by the Collateral Agreement Documents shall be automatically terminated and released. In connection with any termination or release pursuant to this Section, the Administrative Agent shall promptly execute and deliver to any Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release in accordance with Section 9.02; provided, however, that (and the Lenders hereby authorize i) the Administrative Agent to) and at the Borrower’s expense take such action and shall not be required to execute any such documents as may be reasonably requested by Holdings or document on terms which, in the Borrower to terminate such Subsidiary Loan PartyAdministrative Agent’s obligations under the Collateral Agreement. In additionreasonable opinion, would expose the Administrative Agent agrees to take such actions as are reasonably requested by Holdings liability or the Borrower and at the Borrower’s expense to terminate the Liens and security interests created by the Loan Documents when all the Obligations (create any obligation or entail any consequence other than Obligations in respect the release of (i) Specified Hedge Agreements and Cash Management Obligations that are not then due and payable such Liens without recourse or warranty, and (ii) contingent indemnification such release shall not in any manner discharge, affect or impair the Secured Obligations or any Liens upon (or obligations of the Borrower or any Subsidiary in respect of) all interests retained by the Borrower or any Subsidiary, including (without limitation) the proceeds of the sale, all of which shall continue to constitute part of the Collateral. Any execution and reimbursement obligations that are not yet due and payable and for which no claim has been asserted) are paid in full and delivery of documents pursuant to this Section shall be without recourse to or warranty by the Commitments are terminatedAdministrative Agent.
Appears in 1 contract
Samples: Credit Agreement (Endo Pharmaceuticals Holdings Inc)
Release of Liens and Guarantees. A Subsidiary shall automatically be released from its obligations under the Loan Documents, and all Liens created by the Loan Documents in Collateral owned by such Subsidiary (if applicable) shall be automatically released, upon the consummation of any transaction permitted by this Agreement as a result of which such Subsidiary ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary (including pursuant to a merger with, and into, a Subsidiary that is not a Loan Party). In the event that the Borrower or any Loan Party conveys, sells, leases, assigns, transfers or otherwise Subsidiary disposes of all or any portion of any of the Equity Interests Interests, assets or assets of any Loan Party (other than Equity Interests of property owned by the Borrower) to a Person that is not (and is not required to become) a Loan Party Borrower or such Subsidiary in a transaction not prohibited by the Loan Documents, at the request of the Borrowerthis Agreement, any Liens created by granted with respect to such Equity Interests, assets or property pursuant to any Loan Document in respect of such Equity Interests or assets shall automatically and immediately terminate and be automatically released released. The Administrative Agent and the Administrative Collateral Agent shall promptly (and the Lenders hereby authorize and instruct the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense in connection with such release of any Liens created by any Loan Document in respect of such Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Loan Party (other than the Borrower) in a transaction permitted by the Loan Documents (including through merger, consolidation, amalgamation or otherwise) and as a result of which such Subsidiary Loan Party would cease to be a Restricted Subsidiary, such Subsidiary Loan Party’s obligations under the Collateral Agreement shall be automatically terminated and the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) and at the Borrower’s expense take such action and execute evidence any such documents as may be reasonably requested by Holdings or the Borrower to terminate such Subsidiary Loan Party’s obligations under the Collateral Agreementtermination and release described in this Section 9.15. In addition, the Administrative Agent agrees and the Collateral Agent agree to take such actions as are reasonably requested by Holdings or the Borrower and at the Borrower’s expense to terminate the Liens and security interests created by the Loan Documents when all the Obligations (other than Obligations in respect of (i) Specified Hedge Agreements and Cash Management Obligations that are not then due and payable and (ii) contingent indemnification and reimbursement obligations that are not yet due and payable and for which no claim has been asserted) are have been paid in full in cash and all Commitments terminated. The Lenders authorize the Commitments are terminatedCollateral Agent to release or subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02(d) to the extent required by the terms of the obligations secured by such Xxxxx (so long as not entered into in contemplation of this clause) and in each case pursuant to documents reasonably acceptable to the Collateral Agent.
Appears in 1 contract
Samples: Credit Agreement (LendingTree, Inc.)
Release of Liens and Guarantees. In the event that any (a) A Subsidiary Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of the Equity Interests or assets of any Loan Party (other than Equity Interests of the Borrower) to a Person that is not (and is not required to become) a Loan Party in a transaction not prohibited by shall automatically be released from its obligations under the Loan Documents, at the request of the Borrower, any Liens and all security interests created by any the Security Documents in Collateral owned by such Subsidiary Loan Document in respect of such Equity Interests or assets Party shall be automatically released and released, (1) upon the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense in connection with such release consummation of any Liens created by any Loan Document in respect of such Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Loan Party (other than the Borrower) in a transaction permitted by the Loan Documents (including through merger, consolidation, amalgamation or otherwise) and this Agreement as a result of which such Subsidiary Loan Party would cease ceases to be a Restricted Subsidiary (including pursuant to a merger with a Subsidiary that is not a Loan Party or a designation as a Unrestricted Subsidiary) or (2) upon the request of the Borrower, in connection with a transaction permitted under this Agreement, as a result of which such Subsidiary Loan Party ceases to be a Wholly Owned Subsidiary; provided that, if so required by this Agreement, the Required Lenders shall have consented to such transaction and the terms of such consent shall not have provided otherwise. Upon any sale or other transfer by any Loan Party (other than to Holdings, the Borrower or any Subsidiary Loan Party’s ) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral or the release of Holdings or any Subsidiary Loan Party from its Guarantee under the Guarantee Agreement pursuant to Section 9.02, the security interests in such Collateral created by the Security Documents or such guarantee shall be automatically released. Upon termination of the aggregate Commitments and payment in full of all Secured Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit (including as a result of obtaining the consent of the applicable Issuing Bank as described in Section 9.05), all obligations under the Collateral Agreement shall be automatically terminated Loan Documents and the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) and at the Borrower’s expense take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower to terminate such Subsidiary Loan Party’s obligations under the Collateral Agreement. In addition, the Administrative Agent agrees to take such actions as are reasonably requested by Holdings or the Borrower and at the Borrower’s expense to terminate the Liens and all security interests created by the Security Documents shall be automatically released. In connection with any termination or release pursuant to this Section, the Administrative Agent shall execute and deliver to any Loan Documents when Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release so long as the Obligations (other than Obligations Borrower or applicable Loan Party shall have provided the Administrative Agent such certifications or documents as the Administrative Agent shall reasonably request in respect of (i) Specified Hedge Agreements and Cash Management Obligations that are not then due and payable and (ii) contingent indemnification and reimbursement obligations that are not yet due and payable and for which no claim has been asserted) are paid in full and the Commitments are terminatedorder to demonstrate compliance with this Agreement.
Appears in 1 contract
Release of Liens and Guarantees. In the event that any (a) A Subsidiary Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of shall automatically be released from its obligations under the Equity Interests or assets of any Loan Party (other than Equity Interests of the Borrower) to a Person that is not (and is not required to become) a Loan Party in a transaction not prohibited by the First Lien Loan Documents, at the request of the Borrower, any Liens and all security interests created by any the Security Documents in Collateral owned by such Subsidiary Loan Document in respect of such Equity Interests or assets Party shall be automatically released and upon the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense in connection with such release consummation of any Liens created by any Loan Document in respect of such Equity Interests transaction or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Loan Party (other than the Borrower) in a transaction designation permitted by the Loan Documents (including through merger, consolidation, amalgamation or otherwise) and this Agreement as a result of which such Subsidiary Loan Party would cease ceases to be a Restricted Subsidiary (including pursuant to a permitted merger or amalgamation with a Subsidiary that is not a Loan Party or a designation as an Unrestricted Subsidiary) or becomes an Excluded Subsidiary; provided that, if so required by this Agreement, the Required Lenders shall have consented to such transaction and the terms of such consent shall not have provided otherwise; provided, further, that if such Subsidiary Loan Party qualifies as an Excluded Subsidiary pursuant to clause (a) of the definition of such term, such Subsidiary Loan Party’s Party so qualifies as a result of a bona fide transaction not undertaken for the primary purpose of obtaining the release of such Subsidiary Loan Party from its obligations under the First Lien Loan Documents (and its Guarantee and any Liens granted by it under the First Lien Loan Documents). Upon any sale, disposition or other transfer by any Loan Party (other than to any other Loan Party) of any Collateral Agreement in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral, the security interests in such Collateral created by the Security Documents shall be automatically terminated and released. Upon the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) and at the Borrower’s expense take such action and execute any such documents as may be reasonably requested by release of Holdings or the Borrower to terminate such any Subsidiary Loan Party’s obligations under the Collateral Party from its Guarantee in compliance with this Agreement. In addition, the Administrative Agent agrees to take such actions as are reasonably requested security interest in any Collateral owned by Holdings or the Borrower and at the Borrower’s expense to terminate the Liens and security interests created by the Loan Documents when all the Obligations (other than Obligations in respect of (i) Specified Hedge Agreements and Cash Management Obligations that are not then due and payable and (ii) contingent indemnification and reimbursement obligations that are not yet due and payable and for which no claim has been asserted) are paid in full and the Commitments are terminated.Holdings
Appears in 1 contract
Samples: Credit Agreement (LivaNova PLC)
Release of Liens and Guarantees. In (a) A Guarantor shall automatically be released from its obligations under the event Loan Documents, and all security interests created by the Security Documents in Collateral owned by such Guarantor shall be automatically released, upon the consummation of any transaction permitted by this Agreement as a result of which such Guarantor ceases to be a Restricted Subsidiary (including pursuant to a merger with a Subsidiary that any is not a Loan Party); provided that no such release shall occur if such Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any continues to be a guarantor in respect of the Equity Interests any Credit Agreement Refinancing Indebtedness. Upon any sale or assets of other transfer by any Loan Party (other than Equity Interests of the Borrower) to a Person that is not (and is not required to become) a Loan Party in a transaction not prohibited by the Loan Documents, at the request of the Borrower, any Liens created by any Loan Document in respect of such Equity Interests or assets shall be automatically released and the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense in connection with such release or any Guarantor) of any Liens created by any Loan Document in respect of such Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Loan Party (other than the Borrower) Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral or the release of any Guarantor from its Guarantee under the Guarantee Agreement pursuant to Section 9.02, the security interests in such Collateral created by the Loan Security Documents or such Guarantee shall be automatically released. Upon termination of the aggregate Commitments and payment in full of all Secured Obligations (other than (x) contingent indemnification obligations as to which no claim has been made and (y) Secured Cash Management Obligations and Secured Swap Obligations (each as defined in the Collateral Agreement) as to which arrangements reasonably satisfactory to the applicable Secured Party (as defined in the Collateral Agreement) have been made) and the expiration or termination of all Letters of Credit (including through merger, consolidation, amalgamation or otherwise) and as a result of which obtaining the consent of the applicable Issuing Bank as described in Section 9.05 of this Agreement, or as a result of such Subsidiary Loan Party would cease to be a Restricted SubsidiaryLetters of Credit being backstopped or cash collateralized), such Subsidiary Loan Party’s all obligations under the Collateral Agreement shall be automatically terminated Loan Documents and the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) and at the Borrower’s expense take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower to terminate such Subsidiary Loan Party’s obligations under the Collateral Agreement. In addition, the Administrative Agent agrees to take such actions as are reasonably requested by Holdings or the Borrower and at the Borrower’s expense to terminate the Liens and all security interests created by the Security Documents shall be automatically released. In connection with any termination or release pursuant to this Section, the Administrative Agent shall execute and deliver to any Loan Documents when Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release so long as the Obligations (other than Obligations Borrower or applicable Loan Party shall have provided the Administrative Agent such certifications or documents as the Administrative Agent shall reasonably request in respect of (i) Specified Hedge Agreements and Cash Management Obligations that are not then due and payable and (ii) contingent indemnification and reimbursement obligations that are not yet due and payable and for which no claim has been asserted) are paid in full and the Commitments are terminatedorder to demonstrate compliance with this Agreement.
Appears in 1 contract
Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of the Equity Interests or assets of any (a) A Subsidiary Loan Party (other than Equity Interests of the a Borrower, which shall not be released) to a Person that is not (and is not required to become) a Loan Party in a transaction not prohibited by shall automatically be released from its obligations under the Loan Documents, at the request of the Borrower, any Liens and all security interests created by any Loan Document the Security Documents in respect of such Equity Interests or assets shall be automatically released and the Administrative Agent shall promptly Collateral owned by (and the Lenders hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense in connection with such release of any Liens created by any Loan Document in respect of such Equity Interests or assets, and, in the case of a disposition clause (1), (2) and (3), in each case, to the extent constituting Excluded Assets, upon the request of the Parent Borrower, the Equity Interests of any of) such Subsidiary Loan Party shall be automatically released, (other than 1) upon the Borrower) in a consummation of any transaction permitted by the Loan Documents (including through merger, consolidation, amalgamation or otherwise) and this Agreement as a result of which such Subsidiary Loan Party would cease ceases to be a Restricted Subsidiary (including pursuant to a merger with a Subsidiary that is not a Loan Party or a designation as a Unrestricted Subsidiary), (2) upon the request of the Parent Borrower, upon any Subsidiary Loan Party becoming an Excluded Subsidiary or (3) upon the request of a Borrower, in connection with a transaction permitted under this Agreement, as a result of which such Subsidiary Loan Party ceases to be a Wholly Owned Subsidiary; provided that, if so required by this Agreement, the Required Lenders shall have consented to such transaction and the terms of such consent shall not have provided otherwise. Upon any sale or other transfer by any Loan Party (other than to Holdings, the Parent Borrower, the Co-Borrower or any other Subsidiary Loan Party’s ) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral or the release of Holdings or any Subsidiary Loan Party from its Guarantee under the Guarantee Agreement pursuant to Section 9.02, the security interests in such Collateral created by the Security Documents or such guarantee shall be automatically released. Upon the Termination Date, all obligations under the Collateral Agreement shall be automatically terminated Loan Documents and the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) and at the Borrower’s expense take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower to terminate such Subsidiary Loan Party’s obligations under the Collateral Agreement. In addition, the Administrative Agent agrees to take such actions as are reasonably requested by Holdings or the Borrower and at the Borrower’s expense to terminate the Liens and all security interests created by the Security Documents shall be automatically released. In connection with any termination or release pursuant to this Section, the Administrative Agent shall execute and deliver to any Loan Documents when Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 9.15 shall be without recourse to or warranty by the Obligations (other than Obligations in respect of (i) Specified Hedge Agreements and Cash Management Obligations that are not then due and payable and (ii) contingent indemnification and reimbursement obligations that are not yet due and payable and for which no claim has been asserted) are paid in full and the Commitments are terminatedAdministrative Agent.
Appears in 1 contract
Samples: Third Amended and Restated Credit Agreement (SMART Global Holdings, Inc.)
Release of Liens and Guarantees. In the event that any A Subsidiary Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of the Equity Interests or assets of any Loan Party (other than Equity Interests of the Borrower) to a Person that is not (and is not required to become) a Loan Party in a transaction not prohibited by shall automatically be released from its obligations under the Loan Documents, at the request of the Borrower, any Liens and all security interests created by any Loan Document the Security Documents in respect of such Equity Interests or assets shall be automatically released and the Administrative Agent shall promptly Collateral owned by (and the Lenders hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense in connection with such release of any Liens created by any Loan Document in respect of such Equity Interests or assets, and, in the case of a disposition clause (1), (2) and (3), in each case, to the extent constituting Excluded Assets, upon the request of the Borrowers, the Equity Interests of any of) such Subsidiary Loan Party shall be automatically released, (other than 1) upon the Borrower) in a consummation of any transaction permitted by the Loan Documents (including through merger, consolidation, amalgamation or otherwise) and this Agreement as a result of which such Subsidiary Loan Party would cease ceases to be a Restricted Subsidiary (including pursuant to a merger with a Subsidiary that is not a Loan Party or a designation as an Unrestricted Subsidiary), (2) upon the request of the Borrowers, upon any Subsidiary Loan Party becoming an Excluded Subsidiary or (3) upon the request of the Borrowers, in connection with a transaction permitted under this Agreement, as a result of which such Subsidiary Loan Party’s Party ceases to be a wholly- owned Subsidiary or otherwise becomes an Excluded Subsidiary. Initial Holdings shall be released from its obligations under the Collateral Agreement shall be automatically terminated Loan Documents and the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) and at the Borrower’s expense take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower to terminate such Subsidiary Loan Party’s obligations under the Collateral Agreement. In addition, the Administrative Agent agrees to take such actions as are reasonably requested by Holdings or the Borrower and at the Borrower’s expense to terminate the Liens and security interests created by the Security Documents in the Collateral owned by Initial Holdings shall be released upon the request of the Borrower, in connection with an IPO, as a result of which Initial Holdings ceases to be Holdings pursuant to (b)(ii) of the definition of “Holdings”. Upon (i) any sale or other transfer by any Loan Documents when all the Obligations Party (other than Obligations to Holdings, any Borrower or any other Loan Party) of any Collateral in respect a transaction permitted under this Agreement or (ii) the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral or the release of any Loan Party from its Guarantee under the Guarantee Agreement pursuant to Section 9.02, the security interests in such Collateral created by the Security Documents or such guarantee shall be automatically released. Upon the occurrence of the Termination Date, all obligations under the Loan Documents and all security interests created by the Security Documents shall be automatically released. In connection with any termination or release pursuant to this Section, the Administrative Agent shall execute and deliver to any Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section shall be without recourse to or warranty by the Administrative Agent. The Lenders irrevocably authorize the Administrative Agent and Collateral Agent to (i) Specified Hedge Agreements release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02(iv), (viii)(A) or (xxii) of the Endeavor Credit Agreement to the extent required by the terms of the obligations secured by such Liens pursuant to documents reasonably acceptable to the Administrative Agent and Cash Management Obligations that are not then due and payable Collateral Agent) and (ii) contingent indemnification and reimbursement obligations that are not yet due and payable and for which no claim has been asserted) are paid in full and subordinate any Lien on any Mortgaged Property if required under the Commitments are terminatedterms of any lease, easement, right of way or similar agreement effecting the Mortgaged Property provided such lease, easement, right of way or similar agreement is permitted by Section 6.02 of the Endeavor Credit Agreement.
Appears in 1 contract
Samples: Revolving Credit Agreement (Endeavor Group Holdings, Inc.)
Release of Liens and Guarantees. In the event that any A Loan Party conveys(other than the Company and the Borrower) shall automatically be released from its obligations under the Loan Documents, sellsand all security interests created by the Security Documents in Collateral owned by such Loan Party shall be automatically released, leases, assigns, transfers or otherwise disposes of all or any portion (i) upon the consummation of any transaction permitted by this Agreement as a result of which such Loan Party ceases to be a Subsidiary (or becomes an Excluded Subsidiary (other than solely as a result of such Subsidiary ceasing to be a Significant Subsidiary) or an Unrestricted Subsidiary) and (ii) at the request of the Equity Interests Company, when such Loan Party becomes an Excluded Subsidiary solely as a result of such Subsidiary ceasing to be a Significant Subsidiary; provided that, in each case, if so required by this Agreement, the Required Lenders shall have consented to such transaction and the terms of such consent shall not have provided otherwise; provided further that as of any date upon which a Loan Party (other than the Company and the Borrower) becomes an Excluded Subsidiary, the Company shall be deemed to have made an Investment in a Person that is not a Loan Party in an amount equal to the fair market value of the assets (net of third-party liabilities and intercompany assets) of such Subsidiary as of such date (as determined reasonably and in good faith by a Financial Officer of the Company). Upon any sale or assets of other transfer by any Loan Party (other than Equity Interests to the Company or any other Loan Party) of the Borrower) to a Person that is not (and is not required to become) a Loan Party any Collateral in a transaction not prohibited permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any 135 Security Document in any Collateral pursuant to Section 9.02, the security interests in such Collateral created by the Loan Documents, at the request of the Borrower, any Liens created by any Loan Document in respect of such Equity Interests or assets Security Documents shall be automatically released and released. In connection with any termination or release pursuant to this Section 9.14, the Administrative Agent shall promptly (execute and the Lenders hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense in connection with such release of any Liens created by deliver to any Loan Document in respect of Party, at such Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Loan Party (other than the Borrower) in a transaction permitted by the Loan Documents (including through merger, consolidation, amalgamation or otherwise) and as a result of which such Subsidiary Loan Party would cease to be a Restricted Subsidiary, such Subsidiary Loan Party’s obligations under the Collateral Agreement expense, all documents that such Loan Party shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 9.14 shall be automatically terminated and without recourse to or warranty by the Administrative Agent shall promptly (and Agent. Each of the Lenders hereby authorize Secured Parties irrevocably authorizes the Administrative Agent to) Agent, at its option and at in its discretion, to effect the Borrower’s expense take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower to terminate such Subsidiary Loan Party’s obligations under the Collateral Agreement. In addition, the Administrative Agent agrees to take such actions as are reasonably requested by Holdings or the Borrower and at the Borrower’s expense to terminate the Liens and security interests created by the Loan Documents when all the Obligations (other than Obligations releases set forth in respect of (i) Specified Hedge Agreements and Cash Management Obligations that are not then due and payable and (ii) contingent indemnification and reimbursement obligations that are not yet due and payable and for which no claim has been asserted) are paid in full and the Commitments are terminatedthis Section 9.14.
Appears in 1 contract
Release of Liens and Guarantees. In Subject to the event reinstatement provisions set forth in any applicable Security Document, a Loan Party shall automatically be released from its obligations under the Loan Documents, and all security interests created by the Security Documents in Collateral owned by such Loan Party shall be automatically released, upon the consummation of any transaction permitted by this Agreement as a result of which such Loan Party ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary (or in case of any Designated Subsidiary, when the Borrower elects that any Designated Subsidiary cease to be Designated Subsidiary and such Designated Subsidiary would otherwise constitute an Excluded Subsidiary); provided that (a) immediately before and after such election with respect to a Designated Subsidiary, no Default or Event of Default shall have occurred and be continuing or would result from such designation, (b) all Indebtedness, Liens and Investments of such Subsidiary, and all Investments by the Borrower and the Restricted Subsidiaries in such Subsidiary, in each case, at the time of such election, shall comply with the provisions of Article VI after giving effect to such election and such Restricted Subsidiary ceasing to be a Loan Party conveysParty, sellsin each case as though incurred or made at such time and (c) the Borrower shall have delivered an officer’s certificate certifying as to the foregoing; provided further that, leasesif so required by this Agreement, assignsthe Required Lenders (or if applicable, transfers the Lenders) shall have consented to such transaction and the terms of such consent shall not have provided otherwise. Upon any sale, transfer or otherwise disposes of all or any portion of any of the Equity Interests or assets of other disposition by any Loan Party (other than Equity Interests to the Borrower or any other Loan Party) of the Borrower) to a Person that is not (and is not required to become) a Loan Party any Collateral in a transaction not prohibited permitted under this Agreement (including such sale, transfer or other disposition under or in connection with Permitted Receivables Facilities), or upon the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral pursuant to Section 9.02, the security interests in such Collateral created by the Loan Documents, at the request of the Borrower, any Liens created by any Loan Document in respect of such Equity Interests or assets Security Documents shall be automatically released and released. Upon the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense in connection with such release of any Liens Loan Party from its Guarantee in compliance with this Agreement, the security interest in any Collateral owned by such Loan Party created by any Loan Document in respect of such Equity Interests or assets, and, in the case Security Documents shall be automatically released. Upon the designation of a disposition of Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Agreement, the security interest created by the Security Documents in the Equity Interests of any such Unrestricted Subsidiary Loan Party shall be automatically released. On the date on which all (1) Obligations have been paid in full in cash (other than the Borrower(w) in a transaction permitted by the Loan Documents Secured Hedging Obligations not yet due and payable, (including through merger, consolidation, amalgamation or otherwisex) and as a result of which such Subsidiary Loan Party would cease to be a Restricted Subsidiary, such Subsidiary Loan Party’s obligations under the Collateral Agreement shall be automatically terminated and the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) and at the Borrower’s expense take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower to terminate such Subsidiary Loan Party’s obligations under the Collateral Agreement. In addition, the Administrative Agent agrees to take such actions as are reasonably requested by Holdings or the Borrower and at the Borrower’s expense to terminate the Liens and security interests created by the Loan Documents when all the Obligations (other than Obligations in respect of (i) Specified Hedge Agreements and Secured Cash Management Obligations that are not then yet due and payable and payable, (iiy) contingent indemnification and reimbursement obligations that are Secured Supply Chain Financing Obligations not yet due and payable and for which no claim has (z) contingent indemnification obligations not yet accrued and payable) and (2) all Letters of Credit have expired or been asserted) are paid terminated (other than Letters of Credit that have been cash collateralized or backstopped in full an amount, by an institution and otherwise pursuant to arrangements reasonably satisfactory to the Commitments are terminated.applicable Issuing Bank), all obligations under the Loan Documents and all security interests under the Security Documents shall be automatically released. In connection with any termination or release pursuant to this Section 9.14 or in connection with any Collateral becoming Excluded Property, the Administrative Agent shall execute and deliver to any Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to file or register in any office, or to evidence, such termination or release, or, in the case of Collateral becoming Excluded Property, to effect, to file or register in any office, or to evidence the release of any security interest created by the Security Documents in such assets. Any execution and delivery of documents pursuant to this Section shall be without recourse to or warranty by the Administrative Agent. Each of the Secured Parties irrevocably authorizes the Administrative Agent, at its option and in its discretion, to effect the releases set forth in this Section. 210
Appears in 1 contract
Samples: Credit Agreement (Arconic Corp)
Release of Liens and Guarantees. In the event that Upon any Loan Party conveys, sells, leases, assigns, transfers sale or otherwise disposes of all or any portion of any of the Equity Interests or assets of other transfer by any Loan Party (other than Equity Interests to the Borrower or any other Loan Party) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the Borrower) security interests created under any Security Document in any Collateral pursuant to a Person Section 10.02, the security interests in such Collateral created by the Security Documents shall be automatically released; provided, in each case, that the security interests in such Collateral created by the First Lien Loan Documents or any successor definitive documentation for the First Lien Permitted Facilities shall have been, or shall concurrently therewith, be released. A Subsidiary that is not (and is not required to become) a Loan Party in a transaction not prohibited by shall automatically be released from its obligations under the Loan Documents, at the request of the Borrower, any Liens and all security interests created by any Loan Document the Security Documents in respect of Collateral owned by such Equity Interests or assets Subsidiary shall be automatically released and released, upon the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense in connection with such release consummation of any Liens created by any Loan Document in respect of such Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Loan Party (other than the Borrower) in a transaction permitted by the Loan Documents (including through merger, consolidation, amalgamation or otherwise) and this Agreement as a result of which such Subsidiary Loan Party would cease ceases to be a Restricted Subsidiary; provided that, (a) if so required by this Agreement, the Required Lenders shall have consented to such transaction and the terms of such consent shall not have provided otherwise; and (b) such Subsidiary Loan Party’s shall have been, or shall concurrently therewith, be released from its obligations under the Collateral Agreement shall be automatically terminated First Lien Loan Documents and any successor definitive documentation for the Administrative Agent shall promptly (First Lien Permitted Facilities, and the Lenders hereby authorize the Administrative Agent to) and at the Borrower’s expense take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower to terminate such Subsidiary Loan Party’s obligations under the Collateral Agreement. In addition, the Administrative Agent agrees to take such actions as are reasonably requested by Holdings or the Borrower and at the Borrower’s expense to terminate the Liens and all security interests created by the First Lien Loan Documents when and such other definitive documentation in Collateral owned by such Subsidiary shall have been, or shall concurrently therewith, be released. In connection with any termination or release pursuant to this Section, the Administrative Agent shall execute and deliver to any Loan Party, at such Loan Party’s expense, all the Obligations (other than Obligations in respect of (i) Specified Hedge Agreements and Cash Management Obligations documents that are not then due and payable and (ii) contingent indemnification and reimbursement obligations that are not yet due and payable and for which no claim has been asserted) are paid in full and the Commitments are terminated.such Loan Party shall reasonably request to evidence such termination or
Appears in 1 contract
Release of Liens and Guarantees. In the event that any (a) A Subsidiary Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of the Equity Interests or assets of any Loan Party (other than Equity Interests of the Borrower) to a Person that is not (and is not required to become) a Loan Party in a transaction not prohibited by shall automatically be released from its obligations under the Loan Documents, at and all security interests created by the Security Documents in Collateral owned by (and, in the case of clauses (1), (2) and (3) below, in each case, to the extent constituting Excluded Assets, upon the request of the Borrower, any Liens created by any Loan Document in respect of such the Equity Interests or assets of) such Subsidiary Loan Party shall be automatically released and released, (1) upon the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense in connection with such release consummation of any Liens created by any Loan Document in respect of such Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Loan Party (other than the Borrower) in a transaction permitted by the Loan Documents (including through merger, consolidation, amalgamation or otherwise) and this Agreement as a result of which such Subsidiary Loan Party would cease ceases to be a Restricted Subsidiary (including pursuant to a merger with a Subsidiary that is not a Loan Party or a designation as an Unrestricted Subsidiary), (2) upon the request of the Borrower, upon any Subsidiary Loan Party becoming an Excluded Subsidiary or (3) upon the request of the Borrower, in connection with a transaction permitted under this Agreement, as a result of which such Subsidiary Loan Party ceases to be a Wholly Owned Subsidiary. Upon any sale or other transfer by any Loan Party (other than to the Borrower or any Subsidiary Loan Party’s ) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral or the release of any Subsidiary Loan Party from its Guarantee under the Guarantee Agreement pursuant to Section 9.02, the security interests in such Collateral created by the Security Documents or such guarantee shall be automatically released. Upon the Termination Date, all obligations under the Collateral Agreement shall be automatically terminated Loan Documents and the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) and at the Borrower’s expense take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower to terminate such Subsidiary Loan Party’s obligations under the Collateral Agreement. In addition, the Administrative Agent agrees to take such actions as are reasonably requested by Holdings or the Borrower and at the Borrower’s expense to terminate the Liens and all security interests created by the Loan Security Documents when all shall be automatically released. In connection with any termination or release pursuant to this Section 9.15, the Obligations (other than Obligations in respect of (i) Specified Hedge Agreements and Cash Management Obligations that are not then due and payable and (ii) contingent indemnification and reimbursement obligations that are not yet due and payable and for which no claim has been asserted) are paid in full Administrative Agent and the Commitments are terminatedCollateral Agent shall execute and deliver to any Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release.
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Release of Liens and Guarantees. In the event that any (a) A Subsidiary Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of the Equity Interests or assets of any Loan Party (other than Equity Interests of the Borrower) to a Person that is not (and is not required to become) a Loan Party in a transaction not prohibited by shall automatically be released from its obligations under the Loan Documents, at the request of the Borrower, any Liens and all security interests created by any the Security Documents in Collateral owned by such Subsidiary Loan Document in respect of such Equity Interests or assets Party shall be automatically released and released, (1) upon the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense in connection with such release consummation of any Liens created by any Loan Document in respect of such Equity Interests transaction or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Loan Party (other than the Borrower) in a transaction designation permitted by the Loan Documents (including through merger, consolidation, amalgamation or otherwise) and this Agreement as a result of which such Subsidiary Loan Party would cease ceases to be a Restricted Subsidiary (including pursuant to a permitted merger with a Subsidiary that is not a Loan Party or a designation as an Unrestricted Subsidiary, ) or becomes an Excluded Subsidiary (other than solely as a result of such Subsidiary Loan Party ceasing to be a Wholly Owned Subsidiary) or (2) upon the request of the Borrower, in connection with a transaction permitted under this Agreement (but only a transaction in which such Subsidiary Loan Party becomes a bona fide joint venture and the other Person taking an equity interest in such Subsidiary Loan Party is not an Affiliate of the Borrower (other than as a result of such joint venture)) as a result of which such Subsidiary Loan Party ceases to be a Wholly Owned Subsidiary. Upon any sale or other transfer by any Loan Party (other than to Holdings, the Borrower or any Subsidiary Loan Party’s ) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral, the security interests in such Collateral created by the Security Documents shall be automatically released. Upon the release of Holdings or any Subsidiary Loan Party from its Guarantee in compliance AMERICAS 123601947 212 with this Agreement, the security interest in any Collateral owned by Holdings or such Subsidiary created by the Security Documents shall be automatically released. Upon the designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Agreement, the security interest created by the Security Documents in the Equity Interests of such Subsidiary shall automatically be released. Upon termination of the aggregate Commitments and payment in full of all Secured Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit (including as a result of obtaining the consent of each applicable Issuing Bank as described in Section 9.05 of this Agreement), all obligations under the Collateral Agreement shall be automatically terminated Loan Documents and the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) and at the Borrower’s expense take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower to terminate such Subsidiary Loan Party’s obligations under the Collateral Agreement. In addition, the Administrative Agent agrees to take such actions as are reasonably requested by Holdings or the Borrower and at the Borrower’s expense to terminate the Liens and all security interests created by the Security Documents shall be automatically released. In connection with any termination or release pursuant to this Section 9.14, the Administrative Agent or the Collateral Agent, as the case may be, shall execute and deliver to any Loan Documents when Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release so long as the Obligations (other than Obligations Borrower or applicable Loan Party shall have provided the Administrative Agent or the Collateral Agent, as the case may be, such certifications or documents as the Administrative Agent or the Collateral Agent, as the case may be, shall reasonably request in respect of (i) Specified Hedge Agreements and Cash Management Obligations that are not then due and payable and (ii) contingent indemnification and reimbursement obligations that are not yet due and payable and for which no claim has been asserted) are paid in full and the Commitments are terminatedorder to demonstrate compliance with this Agreement.
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Release of Liens and Guarantees. In the event that any (a) A Loan Party conveys(other than Holdings or the Administrative Borrower) shall automatically be released from its obligations under the Loan Documents, sellsand all security interests created by the Security Documents in Collateral owned by such Loan Party (other than Holdings or the Administrative Borrower) shall be automatically released, leases, assigns, transfers or otherwise disposes of all or any portion (1) upon the consummation of any transaction or designation permitted by this Agreement as a result of which such Loan Party (other than Holdings or the Administrative Borrower) ceases to be a Restricted Subsidiary (including pursuant to a permitted merger or amalgamation with a Subsidiary that is not a Loan Party or a designation as an Unrestricted Subsidiary) or becomes an Excluded Subsidiary or (2) upon the request of the Equity Interests Borrower, in connection with a transaction permitted under this Agreement, as a result of which such Loan Party (other than Holdings or assets the Administrative Borrower) ceases to be a Wholly Owned Subsidiary; provided that, if so required by this Agreement, the Required Lenders shall have consented to such transaction and the terms of such consent shall not have provided otherwise. Upon any sale or other transfer by any Loan Party (other than to any other Loan Party) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral or upon any Collateral becoming an Excluded Asset, the security interests in such Collateral created by the Security Documents shall be automatically released. Upon the release of Holdings or any Loan Party from its Guarantee in compliance with this Agreement, the security interest in any Collateral owned by Holdings or such Loan Party created by the Security Documents shall be automatically released. Upon the designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Agreement, the security interest created by the Security Documents in the Equity Interests of such new Unrestricted Subsidiary shall automatically be released. To the Borrower) to a Person that extent the release of any Lien in any Collateral is not approved, authorized or ratified in writing by the Required Lenders (and or such other percentage of the Lenders whose consent may be required in accordance with Section 9.02), the security interest in such Collateral shall be automatically released. To the extent the release of any security interest in any Collateral is not required to become) a Loan Party effect any sale or other disposition of Collateral in a transaction not prohibited by connection with any exercise of remedies of the Collateral Agent pursuant to the Loan Documents, at the request of the Borrower, any Liens created by any Loan Document security interest in respect of such Equity Interests or assets Collateral shall be automatically released and the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense in connection with such release of any Liens created by any Loan Document in respect of such Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Loan Party (other than the Borrower) in a transaction permitted by the Loan Documents (including through merger, consolidation, amalgamation or otherwise) and as a result of which such Subsidiary Loan Party would cease to be a Restricted Subsidiary, such Subsidiary Loan Party’s obligations under the Collateral Agreement shall be automatically terminated and the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) and at the Borrower’s expense take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower to terminate such Subsidiary Loan Party’s obligations under the Collateral Agreementreleased. In addition, liens shall be released and guarantees released in accordance with the Administrative Agent agrees to take such actions as are reasonably requested by Holdings or terms of the Borrower Security Documents and at the Borrower’s expense to terminate Guarantee. Upon the Liens Termination Date all obligations under the Loan Documents and all security interests created by the Loan Security Documents when all shall be automatically released. Any such release shall not in any manner discharge, affect, or impair the Obligations (other than Obligations those being discharged or released) or any Liens (other than those being discharged or released) of the Loan Parties in respect of all interests retained by the Loan Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral except to the extent comprised of Excluded Assets or otherwise released in accordance with the provisions of the Loan Documents. In connection with any termination or release pursuant to this Section 9.14, without the further consent of any Lender, Issuing Bank or other Secured Party, the Administrative Agent or the Collateral Agent, as the case may be, shall execute and deliver to any Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence or to file or register in any office such termination or release so long as the Borrower or applicable Loan Party shall have provided the Administrative Agent or the Collateral Agent, as the case may be, such certifications or documents as the Administrative Agent or the Collateral Agent, as the case may be, shall reasonably request in order to demonstrate compliance with this Agreement. The Administrative Agent or the Collateral Agent, as the case may be, will, at the Borrower’s expense, execute and deliver to the applicable Loan Party or to file or register in any office such documents as such Loan Party may reasonably request to subordinate its Lien on any property granted to or held by the Administrative Agent or the Collateral Agent, as the case may be, under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02(ii) (ibut only pursuant to clauses (d), (j) Specified Hedge Agreements and Cash Management Obligations that are not then due and payable and (iik) contingent indemnification and reimbursement obligations that are not yet due and payable and for which no claim has been assertedof the definition of “Permitted Encumbrances), (iv), (v), (xi), (xii), (xv), (xxii) are paid in full and the Commitments are terminated.(but only with respect to any such liens securing Indebtedness permitted under Section 6.01(a)(viii)), (xxiii), (xxix) or (xxx). 219
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Release of Liens and Guarantees. In the event that any A Subsidiary Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of the Equity Interests or assets of any Loan Party (other than Equity Interests of the Borrower) to a Person that is not (and is not required to become) a Loan Party in a transaction not prohibited by shall automatically be released from its obligations under the Loan Documents, at the request of the Borrower, any Liens and all security interests created by any Loan Document the Security Documents in respect of Collateral owned by such Equity Interests or assets shall be automatically released and the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense in connection with such release of any Liens created by any Loan Document in respect of such Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Loan Party shall be released, (other than 1) automatically upon the Borrower) in a consummation of any single transaction or related series of transactions 250 #97964454v4 #97964454v11 permitted by the Loan Documents (including through merger, consolidation, amalgamation or otherwise) and this Agreement as a result of which such Subsidiary Loan Party would cease ceases to be a Restricted Subsidiary (including pursuant to a merger with a Subsidiary that is not a Loan Party or a designation as an Unrestricted Subsidiary), or (2) upon notice by the Borrower to the Administrative Agent, if a Subsidiary Loan Party becomes an Excluded Subsidiary, including, in connection with a transaction permitted under this Agreement, the result of which such Subsidiary Loan Party ceases to be a wholly owned Subsidiary as contemplated by the definition of “Excluded Subsidiary”; provided that a Subsidiary Loan Party shall not be released from the Guarantee in connection with a de minimis transfer of Equity Interests in such Subsidiary Loan Party if there is no bona fide business purpose for each transfer of Equity Interests and such transfer of Equity Interests is intended solely to obtain a release of the Guarantee, in each case as determined in good faith by the Borrower (it being understood this proviso to may not be amended without the prior written consent of the Required Lenders and the Required Class A Revolving Lenders in accordance with Section 9.02(b)(ix)). The security interests in any applicable Collateral created by the Security Documents or any applicable Guarantee shall be released, (ai) automatically upon any sale or other transfer as part of or in connection with a Disposition by any Loan Party (other than to Holdings, the Borrower or any other Loan Party’s ) of any Collateral in a transaction permitted under this Agreement, (bii) upon notice by the Borrower to the Administrative Agent, if any property granted to or held by the Administrative Agent under any Loan Documents does not constitute (or ceases to constitute) Collateral, including by becoming an Excluded Asset or (ciii) upon the effectiveness of any written consent to the release of the Lien or security interest created under any Security Document in any Collateral or the release of any Loan Party from its Guarantee under the Guarantee Agreement pursuant to Section 9.02. Upon the occurrence of the Termination Date, all obligations under the Collateral Agreement shall be automatically terminated and Loan Documents (other than obligations that by their terms survive the Administrative Agent shall promptly (and termination of the Lenders hereby authorize the Administrative Agent toLoan Documents) and at the Borrower’s expense take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower to terminate such Subsidiary Loan Party’s obligations under the Collateral Agreement. In addition, the Administrative Agent agrees to take such actions as are reasonably requested by Holdings or the Borrower and at the Borrower’s expense to terminate the Liens and all security interests created by the Security Documents shall be automatically released. In connection with any termination or release pursuant to this Section or in connection with any subordination of its interest as required by Article 8VIII, the Administrative Agent shall execute and deliver to any Loan Documents when Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section shall be without recourse to or warranty by the Obligations Administrative Agent. The Lenders irrevocably authorize the Administrative Agent to release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02(ii), Section (other than Obligations only with regard to Permitted Encumbrances of the type described in respect clauses (c), (d), (e), (f), (h), (j), (k) and (l) of the definition thereof), 6.02(iv), Section 6.02(v), Section 6.02(vi), Section 6.02(vii), Section 6.02(viii), Section 6.02(ixxi), Section 6.02(xii), Section 6.02(xiii), Section 6.02(xiv), Section 6.02(xv), Section 6.02(xvi), Section 6.02(xvii), Section 6.02(xviii), Section 6.02(xxi), Section 6.02(xxii), Section 6.02(xxiii), Section 6.02(xxv), Section (i) Specified Hedge Agreements and Cash Management Obligations that are so long as a Suspension Period is not then due and payable and in effect), 6.02(xxvi), Section 6.02(xxvii), Section 6.02(xxviii), Section 6.02(xxix), Section 6.02(xxxi), Section[reserved], 6.02(xxxi) (iiso long as a Suspension Period is not then in effect), or 6.02(xxxiv), or Section 6.02(xxxv) contingent indemnification and reimbursement in each case, to the extent required by the terms of the obligations that are not yet due and payable and for which no claim has been asserted) are paid in full and secured by such Liens pursuant to documents reasonably acceptable to the Commitments are terminatedAdministrative Agent. SECTION 9.16.
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Release of Liens and Guarantees. In the event that any (a) A Subsidiary Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of the Equity Interests or assets of any Loan Party (other than Equity Interests of the Borrower) to a Person that is not (and is not required to become) a Loan Party in a transaction not prohibited by shall automatically be released from its obligations under the Loan Documents, at the request of the Borrower, any Liens and all security interests created by any the Security Documents in Collateral owned by such Subsidiary Loan Document in respect of such Equity Interests or assets Party shall be automatically released and released, upon the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense in connection with such release consummation of any Liens created by any Loan Document in respect of such Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Loan Party (other than the Borrower) in a transaction permitted by the Loan Documents (including through merger, consolidation, amalgamation or otherwise) and this Agreement as a result of which such Subsidiary Loan Party would cease ceases to be a Restricted Subsidiary, such Subsidiary (including pursuant to a merger with a Subsidiary that is not a Loan Party’s ). Upon any Disposition by any Loan Party (other than to another Loan Party) of any Collateral in a transaction permitted under this Agreement or any other Loan Document, or upon the effectiveness of any written consent to the release of the security interest created under any Security Document or any other Loan Document in any Collateral or the release of any Loan Party from its Guarantee under the Guarantee Agreement pursuant to Section 9.02, the security interests in such Collateral created by the Security Documents or such Guarantee shall be 156 Blue Bird Body Company Credit Agreement automatically released. Upon termination of the aggregate Commitments and payment in full of all Secured Obligations (other than (x) contingent indemnification obligations as to which no claim has been made and (y) Secured Cash Management Obligations and Secured Swap Obligations (each as defined in the Collateral Agreement) as to which arrangements reasonably satisfactory to the applicable Secured Party (as defined in the Collateral Agreement) have been made) and the expiration or termination of all Letters of Credit (including as a result of obtaining the consent of the applicable Issuing Bank as described in Section 9.05 of this Agreement, or as a result of such Letters of Credit being backstopped or cash collateralized), all obligations under the Collateral Agreement shall be automatically terminated Loan Documents and the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) and at the Borrower’s expense take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower to terminate such Subsidiary Loan Party’s obligations under the Collateral Agreement. In addition, the Administrative Agent agrees to take such actions as are reasonably requested by Holdings or the Borrower and at the Borrower’s expense to terminate the Liens and all security interests created by the Security Documents shall be automatically released. In connection with any termination or release pursuant to this Section, the Administrative Agent shall execute and deliver to any Loan Documents when Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release so long as the Obligations (other than Obligations Borrower or applicable Loan Party shall have provided the Administrative Agent such certifications or documents as the Administrative Agent shall reasonably request in respect of (i) Specified Hedge Agreements and Cash Management Obligations that are not then due and payable and (ii) contingent indemnification and reimbursement obligations that are not yet due and payable and for which no claim has been asserted) are paid in full and the Commitments are terminatedorder to demonstrate compliance with this Agreement.
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Release of Liens and Guarantees. In Subject to the event that any reinstatement provisions set forth in the Collateral Agreement, a Subsidiary Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of the Equity Interests or assets of any Loan Party (other than Equity Interests of the Borrower) to a Person that is not (and is not required to become) a Loan Party in a transaction not prohibited by shall automatically be released from its obligations under the Loan Documents, at the request of the Borrower, any Liens and all security interests created by any the Security Documents in Collateral owned by such Subsidiary Loan Document in respect of such Equity Interests or assets Party shall be automatically released and released, upon the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense in connection with such release consummation of any Liens created by any Loan Document in respect of such Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Loan Party (other than the Borrower) in a transaction permitted by the Loan Documents (including through merger, consolidation, amalgamation or otherwise) and this Agreement as a result of which such Subsidiary Loan Party would cease ceases to be a Restricted Subsidiary; provided that, if so required by this Agreement, the Required Lenders shall have consented to such Subsidiary transaction and the terms of such consent shall not have provided otherwise. Upon any sale or other transfer by any Loan Party (other than to any Borrower or any other Loan Party’s obligations ) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral Agreement pursuant to Section 9.02, the security interests in such Collateral created by the Security Documents shall be automatically terminated released. In addition to the foregoing, during the continuance of an Investment Grade Ratings Period, the Borrowers may, by notice to the Administrative Agent, require that the security interests in the Collateral created by the Security Documents be released (and the requirements of Sections 5.03, 5.12 and 5.13 with respect to the Collateral shall cease to apply during such period); provided that after the termination of the applicable Investment Grade Ratings Period, the security interests contemplated by the Security Documents shall be required to be reinstated not later than 60 days after such termination (or such longer period as may be agreed to by the Administrative Agent in its sole discretion), and the Borrowers will, and will cause each Subsidiary Loan Party to, take all actions that may be required under applicable law, or that the Administrative Agent or the Required Lenders may reasonably request, to cause the Collateral and Guarantee Requirement to thereafter be and remain satisfied, all at the expense of the Loan Parties. In connection with any termination or release pursuant to this Section, the Administrative Agent shall promptly (execute and the Lenders hereby authorize the Administrative Agent to) and deliver to any Loan Party, at the Borrower’s expense take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower to terminate such Subsidiary Loan Party’s obligations under the Collateral Agreementexpense, all documents that such Loan Party shall reasonably request to evidence such termination or release. In addition, Any execution and delivery of documents pursuant to this Section shall be without recourse to or warranty by the Administrative Agent agrees Agent. Each of the Secured Parties irrevocably authorizes the Administrative Agent, at its option and in its discretion, to take such actions as are reasonably requested by Holdings or effect the Borrower and at the Borrower’s expense to terminate the Liens and security interests created by the Loan Documents when all the Obligations (other than Obligations releases set forth in respect of (i) Specified Hedge Agreements and Cash Management Obligations that are not then due and payable and (ii) contingent indemnification and reimbursement obligations that are not yet due and payable and for which no claim has been asserted) are paid in full and the Commitments are terminatedthis Section.
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Samples: Second Amendment and Restatement Agreement (Allegion PLC)
Release of Liens and Guarantees. In the event that any (a) A Subsidiary Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of the Equity Interests or assets of any Loan Party (other than Equity Interests of the Borrower) to a Person that is not (and is not required to become) a Loan Party in a transaction not prohibited by shall automatically be released from its obligations under the Loan Documents, at the request of the Borrower, any Liens and all security interests created by any the Security Documents in Collateral owned by such Subsidiary Loan Document in respect of such Equity Interests or assets Party shall be automatically released and released, (1) upon the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense in connection with such release consummation of any Liens created by any Loan Document in respect of such Equity Interests transaction or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Loan Party (other than the Borrower) in a transaction designation permitted by the Loan Documents (including through merger, consolidation, amalgamation or otherwise) and this Agreement as a result of which such Subsidiary Loan Party would cease ceases to be a Restricted Subsidiary (including pursuant to a permitted merger with a Subsidiary that is not a Loan Party or a designation as an Unrestricted Subsidiary) or becomes an Excluded Subsidiary (other than solely as a result of becoming a Non-Wholly Owned Subsidiary) or (2) at the written election of Bidco or any Borrower, in connection with a transaction permitted under this Agreement, as a result of which such Subsidiary Loan Party’s Party ceases to be a Wholly Owned Subsidiary, unlessso long as (x) such transaction was to a bona fide third party (that is not an Affiliate of Bidco) for fair market value and (y) the primary purpose (as reasonably determined by Bidco) of such transaction was not to release such Subsidiary Loan Party from its obligations under the Loan Documents; provided that, if so required by this Agreement, the Required Lenders shall have consented to such transaction and the terms of such consent shall not have provided otherwise. Upon any sale, disposition or other transfer by any Loan Party (other than to Holdings, any Intermediate Parent, Bidco, any Borrower or any Subsidiary Loan Party) of any Collateral Agreement in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral, the security interests in such Collateral created by the Security Documents shall be automatically terminated and released. Upon the Administrative Agent shall promptly (and release of Holdings or any Subsidiary Loan Party from its Guarantee in compliance with this Agreement, the Lenders hereby authorize the Administrative Agent to) and at the Borrower’s expense take such action and execute security interest in any such documents as may be reasonably requested Collateral owned by Holdings or the Borrower to terminate such Subsidiary Loan Party’s Party created by the Security Documents shall be automatically released. Upon the designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Agreement, the security interest created by the Security Documents in the Equity Interests of such new Unrestricted Subsidiary shall automatically be released. Upon the Termination Date all obligations under the Collateral Agreement. In addition, the Administrative Agent agrees to take such actions as are reasonably requested by Holdings or the Borrower Loan Documents and at the Borrower’s expense to terminate the Liens and all security interests created by the Security Documents shall be automatically released. In connection with any termination or release pursuant to this Section 9.14, the Administrative Agent or the Collateral Agent, as the case may be, shall execute and deliver to any Loan Documents when Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to file or register in any office, or to evidence such termination or release, so long as Bidco or applicable Loan Party shall have provided the Obligations (other than Obligations Administrative Agent or the Collateral Agent, as the case may be, such certifications or documents as the Administrative Agent or the Collateral Agent, as the case may be, shall reasonably request in respect of (i) Specified Hedge Agreements and Cash Management Obligations that are not then due and payable and (ii) contingent indemnification and reimbursement obligations that are not yet due and payable and for which no claim has been asserted) are paid in full and the Commitments are terminatedorder to demonstrate compliance with this Agreement.
Appears in 1 contract
Samples: Credit Agreement (Viasat Inc)
Release of Liens and Guarantees. In the event that any A Loan Party conveys(other than the Company) shall automatically be released from its obligations under the Loan Documents, sellsand all security interests created by the Security Documents in Collateral owned by such Loan Party shall be automatically released, leases, assigns, transfers or otherwise disposes of all or any portion (i) upon the consummation of any transaction permitted by this Agreement as a result of which such Loan Party ceases to be a Subsidiary (or becomes an Excluded Subsidiary (other than solely as a result of such Subsidiary ceasing to be a Significant Subsidiary) or an Unrestricted Subsidiary) and (ii) upon written notice from the Company to the Administrative Agent, upon or after such Loan Party becoming an Excluded Subsidiary solely as a result of such Subsidiary ceasing to be a Significant Subsidiary; provided that (a) as of any date upon which a Loan Party (other than the Company) becomes an Excluded Subsidiary and its guarantee of the Equity Interests Obligations is released, the Company shall be deemed to have made an Investment in a Person that is not a Loan Party in an amount equal to the fair market value of the assets (net of third-party liabilities and intercompany assets) of such Subsidiary as of such date (as determined reasonably and in good faith by a Financial Officer of the Company) and such release shall occur only if such Investment is permitted under Section 6.04 and (b) a Guarantor that becomes an Excluded Subsidiary as a result of clause (a) of the definition thereof shall only be released from its obligations under the Guaranty if either (i) such release is otherwise approved, authorized or assets ratified in writing by the Required Lenders or (ii) such Subsidiary became a non-wholly owned Subsidiary pursuant to a transaction where such Subsidiary becomes a bona fide Joint Venture where the other Person taking an equity interest in such Subsidiary is not an Affiliate of the Company (other than as a result of such joint venture). Upon any sale or other transfer by any Loan Party (other than Equity Interests to the Company or any other Loan Party) of the Borrower) to a Person that is not (and is not required to become) a Loan Party any Collateral in a transaction not prohibited permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral pursuant to Section 9.02, the security interests in such Collateral created by the Loan Documents, at the request of the Borrower, any Liens created by any Loan Document in respect of such Equity Interests or assets Security Documents shall be automatically released and released. In connection with any termination or release pursuant to this Section 9.14, the Administrative Agent shall promptly (execute and the Lenders hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense in connection with such release of any Liens created by deliver to any Loan Document Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release, and shall file (or authorize such Loan Party to file) any termination statements in respect of such Equity Interests Uniform Commercial Code financing statements (or assets, and, in similar filings under applicable law). Any execution and delivery of documents pursuant to this Section 9.14 shall be without recourse to or warranty by the case of a disposition Administrative Agent. Each of the Equity Interests of any Subsidiary Loan Party (other than the Borrower) in a transaction permitted by the Loan Documents (including through merger, consolidation, amalgamation or otherwise) and as a result of which such Subsidiary Loan Party would cease to be a Restricted Subsidiary, such Subsidiary Loan Party’s obligations under the Collateral Agreement shall be automatically terminated and Secured Parties irrevocably authorizes the Administrative Agent shall promptly (Agent, at its option and in its discretion, to effect the Lenders hereby authorize the Administrative Agent to) and at the Borrower’s expense take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower to terminate such Subsidiary Loan Party’s obligations under the Collateral Agreement. In addition, the Administrative Agent agrees to take such actions as are reasonably requested by Holdings or the Borrower and at the Borrower’s expense to terminate the Liens and security interests created by the Loan Documents when all the Obligations (other than Obligations releases set forth in respect of (i) Specified Hedge Agreements and Cash Management Obligations that are not then due and payable and (ii) contingent indemnification and reimbursement obligations that are not yet due and payable and for which no claim has been asserted) are paid in full and the Commitments are terminatedthis Section 9.14.
Appears in 1 contract
Release of Liens and Guarantees. In the event that any (a) A Subsidiary Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of the Equity Interests or assets of any Loan Party (other than Equity Interests of the Borrower) to a Person that is not (and is not required to become) a Loan Party in a transaction not prohibited by shall automatically be released from its obligations under the Loan Documents, at the request of the Borrower, any Liens and all security interests created by any the Security Documents in Collateral owned by such Subsidiary Loan Document in respect of such Equity Interests or assets Party shall be automatically released and released, upon the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense in connection with such release consummation of any Liens created by any Loan Document in respect of such Equity Interests transaction or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Loan Party (other than the Borrower) in a transaction designation permitted by the Loan Documents (including through merger, consolidation, amalgamation or otherwise) and this Agreement as a result of which such Subsidiary Loan Party would cease ceases to be a Restricted Subsidiary, Subsidiary (including pursuant to a permitted merger with a Subsidiary that is not a Loan Party) ; provided that no such release shall occur if such Subsidiary Loan Party continues to be a guarantor in respect of any Material Indebtedness in respect of any of the foregoing. Upon any sale or other transfer by any Loan Party (other than to Holdings, the Borrower or any Subsidiary Loan Party’s ) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral, the security interests in such Collateral created by the Security Documents shall be automatically released. Upon the release of any Subsidiary Loan Party from its Guarantee in compliance with this Agreement, the security interest in any Collateral owned by such Subsidiary created by the Security Documents shall be automatically released. Upon the Date of Full Satisfaction, all obligations under the Collateral Agreement shall be automatically terminated Loan Documents and the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) and at the Borrower’s expense take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower to terminate such Subsidiary Loan Party’s obligations under the Collateral Agreement. In addition, the Administrative Agent agrees to take such actions as are reasonably requested by Holdings or the Borrower and at the Borrower’s expense to terminate the Liens and all security interests created by the Loan Security Documents when all shall be automatically released. Without further written consent or authorization from Lenders or the Obligations Issuing Banks, the Administrative Agent and/or the Collateral Agent may execute any documents or instruments necessary to release or subordinate any Lien on any Collateral granted to or held by the Administrative Agent and/or the Collateral Agent under any Security Document to the holder of any Lien on such property that is a Permitted Encumbrance or is permitted pursuant to clauses (other than Obligations in respect of iv), (iviii), (xi), (xiii), (xvii), (xxiv) Specified Hedge Agreements and Cash Management Obligations that are not then due and payable and (iixxvi) contingent indemnification of Section 6.02. In connection with any termination or release pursuant to this Section 9.14, the Administrative Agent or the Collateral Agent, as the case may be, shall execute and reimbursement obligations deliver to any Loan Party, at such Loan Party’s expense, all documents that are not yet due and payable and for which no claim has been asserted) are paid such Loan Party shall reasonably request to evidence such termination or release so long as the Borrower or applicable Loan Party shall have provided the Administrative Agent or the Collateral Agent, as the case may be, such certifications or documents as the Administrative Agent or the Collateral Agent, as the case may be, shall reasonably request in full and the Commitments are terminatedorder to demonstrate compliance with this Agreement.
Appears in 1 contract
Release of Liens and Guarantees. In Subject to the event that reinstatement provisions set forth in any applicable Security Document, a Loan Party conveys(other than Holdings) shall automatically be released from its obligations under the Loan Documents, sellsand all security interests created by the Security Documents in Collateral owned by such Loan Party shall be automatically released, leases, assigns, transfers or otherwise disposes of all or any portion upon the consummation of any transaction permitted by this Agreement as a result of which such Loan Party ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary; provided that, if so required by this Agreement, the Equity Interests Required Lenders (or assets if applicable, the Lenders) shall have consented to such transaction and the terms of such consent shall not have provided otherwise. Upon any sale or other transfer by any Loan Party (other than Equity Interests to Holdings, the Borrower or any other Loan Party) of the Borrower) to a Person that is not (and is not required to become) a Loan Party any Collateral in a transaction not prohibited permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral pursuant to Section 9.02, the security interests in such Collateral created by the Loan Documents, at the request of the Borrower, any Liens created by any Loan Document in respect of such Equity Interests or assets Security Documents shall be automatically released and released. Upon the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense in connection with such release of any Liens Loan Party from its Guarantee (other than Holdings) in compliance with this Agreement, the security interest in any Collateral owned by such Loan Party created by any Loan Document in respect of such Equity Interests or assets, and, in the case Security Documents shall be automatically released. Upon the designation of a disposition of Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Agreement, the security interest created by the Security Documents in the Equity Interests of any such Unrestricted Subsidiary Loan Party shall be automatically released. On the date on which all (1) Obligations have been paid in full in cash (other than the Borrower(wv) in a transaction permitted by the Loan Documents Secured Hedging Obligations not yet due and payable, (including through merger, consolidation, amalgamation or otherwisexw) and as a result of which such Subsidiary Loan Party would cease to be a Restricted Subsidiary, such Subsidiary Loan Party’s obligations under the Collateral Agreement shall be automatically terminated and the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) and at the Borrower’s expense take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower to terminate such Subsidiary Loan Party’s obligations under the Collateral Agreement. In addition, the Administrative Agent agrees to take such actions as are reasonably requested by Holdings or the Borrower and at the Borrower’s expense to terminate the Liens and security interests created by the Loan Documents when all the Obligations (other than Obligations in respect of (i) Specified Hedge Agreements and Secured Cash Management Obligations that are not then yet due and payable and payable, (iiyx) contingent indemnification and reimbursement obligations that are Secured Supply Chain Financing Obligations not yet due and payable and for which no claim has been asserted) are paid in full and the Commitments are terminated.(y)
Appears in 1 contract
Samples: Amendment and Restatement Agreement (Resideo Technologies, Inc.)
Release of Liens and Guarantees. In Subject to the event that any reinstatement provisions set forth in the Collateral Agreement, a Guarantor (other than the Parent) shall automatically be released from its obligations under the Loan Party conveysDocuments, sellsand all security interests created by the Security Documents in Collateral owned by such Guarantor shall be automatically released, leases, assigns, transfers or otherwise disposes of all or any portion upon the consummation of any transaction permitted by this Agreement as a result of which such Guarantor ceases to be a Subsidiary; provided that, if so required by this Agreement, the Equity Interests Required Lenders shall have consented to such transaction and the terms of such consent shall not have provided otherwise. Upon any sale or assets of other transfer by any Loan Party (other than Equity Interests to the Borrower or any other Loan Party) of the Borrower) to a Person that is not (and is not required to become) a Loan Party any Collateral in a transaction not prohibited permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral pursuant to Section 9.02, the security interests in such Collateral created by the Loan Documents, at the request of the Borrower, any Liens created by any Loan Document in respect of such Equity Interests or assets Security Documents shall be automatically released released. Upon payment in full of the Loan Document Obligations (other than contingent amounts not yet due) and expiration or termination of all Commitments the security interests granted to the Administrative Agent pursuant to the Security Documents shall terminate. In connection with any termination or release pursuant to this Section 9.14, the Administrative Agent shall promptly (execute and deliver to any Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 9.14 shall be without recourse to or warranty by the Lenders hereby authorize Administrative Agent. Each of the Secured Parties irrevocably authorizes the Administrative Agent, at its option and in its discretion, to effect the releases set forth in this Section 9.14, the Borrower shall deliver to the Administrative Agent to) take such action and execute any such documents officer’s certificate as the Administrative Agent may be reasonably requested by Holdings or request to evidence compliance with the Borrower and at the Borrower’s expense in connection with such release applicable provisions of any Liens created by any Loan Document in respect of such Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Loan Party (other than the Borrower) in a transaction permitted by the Loan Documents (including through merger, consolidation, amalgamation or otherwisethe Administrative Agent’s authority hereunder) and as a result of which such Subsidiary Loan Party would cease to be a Restricted Subsidiary, such Subsidiary Loan Party’s obligations under the Collateral Agreement shall be automatically terminated Secured Parties acknowledge and agree that the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) and at the Borrower’s expense take may rely, without independent investigation on such action and execute any such documents as may be reasonably requested by Holdings or the Borrower to terminate such Subsidiary Loan Party’s obligations under the Collateral Agreement. In addition, the Administrative Agent agrees to take such actions as are reasonably requested by Holdings or the Borrower and at the Borrower’s expense to terminate the Liens and security interests created by the Loan Documents when all the Obligations (other than Obligations in respect of (i) Specified Hedge Agreements and Cash Management Obligations that are not then due and payable and (ii) contingent indemnification and reimbursement obligations that are not yet due and payable and for which no claim has been asserted) are paid in full and the Commitments are terminatedcertificates.
Appears in 1 contract
Samples: Credit Agreement (ChampionX Corp)
Release of Liens and Guarantees. In Subject to the event that reinstatement provisions set forth in any applicable Security Document, a Loan Party conveys(other than Holdings) shall automatically be released from its obligations under the Loan Documents, sellsand all security interests created by the Security Documents in Collateral owned by such Loan Party shall be automatically released, leases, assigns, transfers or otherwise disposes of all or any portion upon the consummation of any transaction permitted by this Agreement as a result of which such Loan Party ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary; provided that, if so required by this Agreement, the Equity Interests Required Lenders (or assets if applicable, the Lenders) shall have consented to such transaction and the terms of such consent shall not have provided otherwise. Upon any sale or other transfer by any Loan Party (other than Equity Interests to Holdings, any Borrower or any other Loan Party) of the Borrower) to a Person that is not (and is not required to become) a Loan Party any Collateral in a transaction not prohibited permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral pursuant to Section 9.02, the security interests in such 176 Collateral created by the Loan Documents, at the request of the Borrower, any Liens created by any Loan Document in respect of such Equity Interests or assets Security Documents shall be automatically released and released. Upon the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense in connection with such release of any Liens Loan Party from its Guarantee (other than Holdings) in compliance with this Agreement, the security interest in any Collateral owned by such Loan Party created by any Loan Document in respect of such Equity Interests or assets, and, in the case Security Documents shall be automatically released. Upon the designation of a disposition of Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Agreement, the security interest created by the Security Documents in the Equity Interests of any such Unrestricted Subsidiary Loan Party shall be automatically released. On the date on which all (1) Obligations have been paid in full in cash (other than the Borrower(x) in a transaction permitted by the Loan Documents Secured Hedging Obligations not yet due and payable, (including through merger, consolidation, amalgamation or otherwisey) and as a result of which such Subsidiary Loan Party would cease to be a Restricted Subsidiary, such Subsidiary Loan Party’s obligations under the Collateral Agreement shall be automatically terminated and the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) and at the Borrower’s expense take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower to terminate such Subsidiary Loan Party’s obligations under the Collateral Agreement. In addition, the Administrative Agent agrees to take such actions as are reasonably requested by Holdings or the Borrower and at the Borrower’s expense to terminate the Liens and security interests created by the Loan Documents when all the Obligations (other than Obligations in respect of (i) Specified Hedge Agreements and Secured Cash Management Obligations that are not then due and payable and (ii) contingent indemnification and reimbursement obligations that are not yet due and payable and for which no claim has (z) contingent indemnification obligations not yet accrued and payable) and (2) all Letters of Credit have expired or been asserted) are paid terminated (other than Letters of Credit that have been cash collateralized or backstopped in full an amount, by an institution and otherwise pursuant to arrangements reasonably satisfactory to the Commitments are terminatedapplicable Issuing Bank), all obligations under the Loan Documents and all security interests under the Security Documents shall be automatically released. In connection with any termination or release pursuant to this Section 9.14, the Administrative Agent shall execute and deliver to any Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to file or register in any office, or to evidence, such termination or release. Any execution and delivery of documents pursuant to this Section shall be without recourse to or warranty by the Administrative Agent. Each of the Secured Parties irrevocably authorizes the Administrative Agent, at its option and in its discretion, to effect the releases set forth in this Section.
Appears in 1 contract
Release of Liens and Guarantees. (f) Any Loan Party (other than Parent or the Lead Borrower) shall automatically be released from its obligations under the Loan Documents, and all security interests created by the Security Documents in Collateral owned by such Loan Party shall be automatically released, upon the consummation of any transaction permitted by this Agreement as a result of which such Loan Party ceases to be a Subsidiary; provided that, if so required by this Agreement, the Required Lenders shall have consented to such transaction and the terms of such consent shall not have provided otherwise. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of the Equity Interests or assets of any Loan Party (other than Equity Interests Parent or the Lead Borrower) shall be or shall become an Excluded Subsidiary, such Loan Party shall, upon request of the Borrower) to a Person that is not Lead Borrower (and is not required to become) a or, if such Loan Party in shall become an Excluded Subsidiary as a transaction not prohibited result of the designation thereof as an Unrestricted Subsidiary, automatically without any further action by any Secured Party or any other Person), be released from its obligations under the Loan Documents, at and all security interests created by the Security Documents in Collateral owned by such Loan Party shall be, upon request of the Borrower, any Liens created by any Loan Document in respect of such Equity Interests or assets shall be automatically released and the Administrative Agent shall promptly Lead Borrower (and the Lenders hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense in connection with such release of any Liens created by any Loan Document in respect of such Equity Interests or assets, andor, in the case of circumstances described above, automatically), released; provided that if such Subsidiary is a disposition Loan Party that owns any Collateral included in the Borrowing Base, no such release shall be effective unless and until the Lead Borrower shall have (i) delivered to the Agent a completed Borrowing Base Certificate calculating and certifying the Borrowing Base and Availability as of the Equity Interests most recent date for which a calculation of the Borrowing Base shall have been delivered pursuant to Section 9.16(a) giving pro forma effect to such Subsidiary becoming an Excluded Subsidiary as if effected immediately prior to such date and (ii) substantially simultaneously with the delivery of the Borrowing Base Certificate referred to in clause (i), to the extent that Aggregate Exposure would otherwise exceed the Borrowing Base then in effect, prepaid Loans and/or Cash Collateralized Letters of Credit in an amount sufficient to eliminate such excess. Upon any Subsidiary sale or other transfer by any Loan Party (other than the Borrowerto any other Loan Party) of any Collateral in a transaction permitted by the Loan Documents (including through mergerunder this Agreement, consolidationupon any asset ceasing to be, amalgamation or otherwise) and ceasing to be required to be, Collateral as a result of which becoming Excluded Property, or upon the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral pursuant to Section 13.10, the security interests in such Subsidiary Loan Party would cease to be a Restricted Subsidiary, such Subsidiary Loan Party’s obligations under Collateral created by the Collateral Agreement Security Documents shall be automatically terminated and the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) and at the Borrower’s expense take such released without any further action and execute by any such documents as may be reasonably requested by Holdings Secured Party or the Borrower to terminate such Subsidiary Loan Party’s obligations under the Collateral Agreement. In addition, the Administrative Agent agrees to take such actions as are reasonably requested by Holdings or the Borrower and at the Borrower’s expense to terminate the Liens and security interests created by the Loan Documents when all the Obligations (any other than Obligations in respect of (i) Specified Hedge Agreements and Cash Management Obligations that are not then due and payable and (ii) contingent indemnification and reimbursement obligations that are not yet due and payable and for which no claim has been asserted) are paid in full and the Commitments are terminatedPerson.
Appears in 1 contract
Samples: Credit Agreement (Chiquita Brands International Inc)
Release of Liens and Guarantees. In Subject to Section 6.12 and the event that any final paragraph of this Section 9.15, a Subsidiary Loan Party conveysshall automatically be released from its obligations under the Loan Documents, sellsand all security interests created by the Security Documents in Collateral owned by (and to the extent constituting Excluded Assets, leasesupon the request of the Borrowers, assigns, transfers or otherwise disposes of all or any portion of any of the Equity Interests of) such Subsidiary Loan Party shall be automatically released, upon the request of the Borrowers, upon any Subsidiary Loan Party becoming an Excluded Subsidiary. Upon (i) any sale or assets of other transfer by any Loan Party (other than Equity Interests of to the BorrowerBorrowers or any other Loan Party) to a Person that is not (and is not required to become) a Loan Party in a transaction not prohibited by the Loan Documents, at the request of the Borrower, any Liens created by any Loan Document in respect of such Equity Interests or assets shall be automatically released and the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense in connection with such release of any Liens created by any Loan Document in respect of such Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Loan Party (other than the Borrower) Collateral in a transaction permitted under this Agreement or (ii) the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral or the release of any Loan Party from its Guarantee under the Guaranty pursuant to Section 9.02, the security interests in such Collateral created by the Security Documents or such guarantee shall be automatically released. Upon the occurrence of the Termination Date, all obligations under the Loan Documents (including through merger, consolidation, amalgamation or otherwise) and as a result of which such Subsidiary Loan Party would cease to be a Restricted Subsidiary, such Subsidiary Loan Party’s obligations under the Collateral Agreement shall be automatically terminated and the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) and at the Borrower’s expense take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower to terminate such Subsidiary Loan Party’s obligations under the Collateral Agreement. In addition, the Administrative Agent agrees to take such actions as are reasonably requested by Holdings or the Borrower and at the Borrower’s expense to terminate the Liens and all security interests created by the Security Documents shall be automatically released. In connection with any termination or release pursuant to this Section, the Administrative Agent shall execute and deliver to any Loan Documents when Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section shall be without recourse to or warranty by the Obligations (other than Obligations in respect of Administrative Agent. The Lenders irrevocably authorize the Administrative Agent and Collateral Agent to (i) Specified Hedge Agreements release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02 (v) or (viii)(A) or (xxi) to the extent required by the terms of the obligations secured by such Liens pursuant to documents reasonably acceptable to the Administrative Agent and Cash Management Obligations that are not then due and payable Collateral Agent (acting at the Direction of the Required Lenders)) and (ii) contingent indemnification subordinate any Lien on any Mortgaged Property if required under the terms of any lease, easement, right of way or similar agreement effecting the Mortgaged Property provided such lease, easement, right of way or similar agreement is permitted by Section 6.02. No Guarantor will be released from its guarantee or become an Excluded Subsidiary, including as a result of ceasing to be wholly-owned, unless (i) at the time such Guarantor ceases to be wholly-owned or otherwise becomes an Excluded Subsidiary, the primary purpose of such transaction was not to evade the guarantee requirements hereof, (ii) the transaction by which such Guarantor ceases to be wholly-owned or otherwise becomes an Excluded Subsidiary was consummated on an arms’ length basis with an unaffiliated third party and reimbursement obligations that are not yet due (iii) such transaction otherwise complies with the terms of this Agreement (with the Borrowers being deemed to have made an Investment in such resulting non-Guarantor Subsidiary or Excluded Subsidiary at the time of such transaction, and payable and for which no claim has been asserted) are paid in full and the Commitments are terminatedsuch Investment being subject to Section 6.04).
Appears in 1 contract
Samples: Credit Agreement (Amc Entertainment Holdings, Inc.)
Release of Liens and Guarantees. In the event that any A Subsidiary Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of the Equity Interests or assets of any Loan Party (other than Equity Interests of the Borrower) to a Person that is not (and is not required to become) a Loan Party in a transaction not prohibited by shall automatically be released from its obligations under the Loan Documents, at the request of the Borrower, any Liens and all security interests created by any the Security Documents in Collateral owned by such Subsidiary Loan Document in respect of such Equity Interests or assets Party shall be automatically released and released, upon the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense in connection with such release consummation of any Liens created by any Loan Document in respect of such Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Loan Party (other than the Borrower) in a transaction permitted by the Loan Documents (including through merger, consolidation, amalgamation or otherwise) and this Agreement as a result of which such Subsidiary Loan Party would cease ceases to be a Restricted Subsidiary (or becomes an Excluded Subsidiary (other than solely as a result of such Subsidiary ceasing to be a Significant Subsidiary) or an Unrestricted Subsidiary); provided that, if so required by this Agreement, the Required Lenders shall have consented to such transaction and the terms of such consent shall not have provided otherwise; provided further that as of any date upon which a Subsidiary Loan Party becomes an Excluded Subsidiary (other than solely as a result of such Subsidiary ceasing to be a Significant Subsidiary), the Company shall be deemed to have made an Investment in a Person that is not a Subsidiary Loan Party in an amount equal to the fair market value of the assets (net of third-party liabilities) of such Subsidiary as of such date (as determined reasonably and in good faith by a Financial Officer of the Company). Upon any sale or other transfer by any Loan Party (other than to the Company or any Subsidiary Loan Party’s obligations ) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral Agreement pursuant to Section 9.02, the security interests in such Collateral created by the Security Documents shall be automatically terminated and released. In connection with any termination or release pursuant to this Section 9.14, the Administrative Agent shall promptly (execute and the Lenders hereby authorize the Administrative Agent to) and deliver to any Loan Party, at the Borrower’s expense take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower to terminate such Subsidiary Loan Party’s obligations under the Collateral Agreementexpense, all documents that such Loan Party shall reasonably request to evidence such termination or release. In addition, Any execution and delivery of documents pursuant to this Section 9.14 shall be without recourse to or warranty by the Administrative Agent agrees Agent. Each of the Secured Parties irrevocably authorizes the Administrative Agent, at its option and in its discretion, to take such actions as are reasonably requested by Holdings or effect the Borrower and at the Borrower’s expense to terminate the Liens and security interests created by the Loan Documents when all the Obligations (other than Obligations releases set forth in respect of (i) Specified Hedge Agreements and Cash Management Obligations that are not then due and payable and (ii) contingent indemnification and reimbursement obligations that are not yet due and payable and for which no claim has been asserted) are paid in full and the Commitments are terminatedthis Section 9.14.
Appears in 1 contract
Release of Liens and Guarantees. In the event that any (a) A Subsidiary Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of the Equity Interests or assets of any Loan Party (other than Equity Interests of the Borrower) to a Person that is not (and is not required to become) a Loan Party in a transaction not prohibited by shall automatically be released from its obligations under the Loan Documents, at the request of the Borrower, any Liens and all security interests created by any the Security Documents in Collateral owned by such Subsidiary Loan Document in respect of such Equity Interests or assets Party shall be automatically released and released, upon the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense in connection with such release consummation of any Liens created by any Loan Document in respect of such Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Loan Party (other than the Borrower) in a transaction permitted by the Loan Documents (including through mergerthis Agreement or any designation in accordance with Section 5.13, consolidation, amalgamation or otherwise) and as a result of which such Subsidiary Loan Party would cease ceases to be a Restricted Subsidiary; provided that, if so required by this Agreement, the Required Lenders shall have consented to such transaction and the terms of such consent shall not have provided otherwise. Upon any sale or other transfer by any Loan Party (other than to the Borrower or any Subsidiary Loan Party’s ) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral or the release of any Subsidiary Loan Party from its Guarantee under the Guarantee Agreement pursuant to Section 9.02, the security interests in such Collateral created by the Security Documents or such Guarantee shall be automatically released. Upon termination of the aggregate Commitments and payment in full of all Secured Obligations (other than contingent indemnification obligations not yet due and Cash Management Obligations and Secured Swap Obligations) and the expiration or termination of all Letters of Credit (including as a result of obtaining the consent of the applicable Issuing Bank as described in Section 9.05), all obligations under the Collateral Agreement shall be automatically terminated Loan Documents and the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) and at the Borrower’s expense take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower to terminate such Subsidiary Loan Party’s obligations under the Collateral Agreement. In addition, the Administrative Agent agrees to take such actions as are reasonably requested by Holdings or the Borrower and at the Borrower’s expense to terminate the Liens and all security interests created by the Security Documents shall be automatically released. Any such release of Secured Obligations shall be deemed subject to the provision that such Secured Obligations shall be reinstated if after such release any portion of any payment in respect of the Secured Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any other Loan Documents when Party, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any other Loan Party or any substantial part of its property, or otherwise, all as though such payment had not been made. In connection with any termination or release pursuant to this Section, the Administrative Agent shall execute and deliver, without recourse or warranty, to any Loan Party, at such Loan Party’s expense, all -169- documents that such Loan Party shall reasonably request to evidence such termination or release (including any release from any global intercompany note delivered pursuant to Section 6.01(a)(iv)) so long as the Borrower or applicable Loan Party shall have provided the Administrative Agent such certifications or documents as the Administrative Agent shall reasonably request in order to demonstrate compliance with this Agreement and the other Loan Documents. (b) The Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to subordinate the Administrative Agent’s Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02(iv). (c) Each of the Lenders and the Issuing Bank irrevocably authorizes the Administrative Agent to provide any release or evidence of release, termination or subordination contemplated by this Section. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Loan Party from its obligations under any Loan Document, in each case in accordance with the terms of the Loan Document and this Section, and, in such case (other than upon termination of the aggregate Commitments and payment in full of all Secured Obligations (other than Obligations in respect of (i) Specified Hedge Agreements contingent indemnification obligations not yet due and Cash Management Obligations that are not then due and payable and (iiSecured Swap Obligations) contingent indemnification and reimbursement obligations that are not yet due and payable and for which no claim has been asserted) are paid in full and the Commitments are terminated.expiration or termination of all Letters of Credit (including as a result of obtaining the consent of the applicable Issuing Bank as described in Section 9.05), the Administrative Agent shall not be obligated to provide such release or evidence of release, termination or subordination until the Administrative Agent has received such confirmation. Section 9.16
Appears in 1 contract
Samples: Credit Agreement (Virtus Investment Partners, Inc.)
Release of Liens and Guarantees. In the event that any A Subsidiary Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of the Equity Interests or assets of any Loan Party (other than Equity Interests of the Borrower) to a Person that is not (and is not required to become) a Loan Party in a transaction not prohibited by shall automatically be released from its obligations under the Loan Documents, at and all security interests created by the Security Documents in Collateral owned by (and, in the case of clause (1) and (2), in each case, to the extent constituting Excluded Assets, upon the request of the Borrower, any Liens created by any Loan Document in respect of such the Equity Interests or assets of) such Subsidiary Loan Party shall be automatically released and released, (1) upon the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense in connection with such release consummation of any Liens created by any Loan Document in respect of such Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Loan Party (other than the Borrower) in a transaction permitted by the Loan Documents (including through merger, consolidation, amalgamation or otherwise) and this Agreement as a result of which such Subsidiary Loan Party would cease ceases to be a Restricted Subsidiary (including pursuant to a merger with a Subsidiary that is not a Loan Party or a designation as an Unrestricted Subsidiary) or (2) upon the request of the Borrower, such upon any Subsidiary Loan Party becoming an Excluded Subsidiary. Upon (i) any sale or other transfer by any Loan Party (other than to the Borrower or any other Loan Party’s ) of any Collateral in a transaction permitted under this Agreement or (ii) the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral or the release of any Loan Party from its Guarantee under the Guaranty pursuant to Section 9.02, the security interests in such Collateral created by the Security Documents or such guarantee shall be automatically released. Upon the occurrence of the Termination Date, all obligations under the Collateral Agreement shall be automatically terminated Loan Documents and the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) and at the Borrower’s expense take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower to terminate such Subsidiary Loan Party’s obligations under the Collateral Agreement. In addition, the Administrative Agent agrees to take such actions as are reasonably requested by Holdings or the Borrower and at the Borrower’s expense to terminate the Liens and all security interests created by the Security Documents shall be automatically released. In connection with any termination or release pursuant to this Section, the Administrative Agent shall execute and deliver to any Loan Documents when Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section shall be without recourse to or warranty by the Obligations (other than Obligations in respect of Administrative Agent. The Lenders irrevocably authorize the Administrative Agent and Collateral Agent to (i) Specified Hedge Agreements release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02(iv), (viii)(A) or (xxii) to the extent required by the terms of the obligations secured by such Liens pursuant to documents reasonably acceptable to the Administrative Agent and Cash Management Obligations that are not then due and payable Collateral Agent) and (ii) contingent indemnification and reimbursement obligations that are not yet due and payable and for which no claim has been asserted) are paid in full and subordinate any Lien on any Mortgaged Property if required under the Commitments are terminatedterms of any lease, easement, right of way or similar agreement effecting the Mortgaged Property provided such lease, easement, right of way or similar agreement is permitted by Section 6.02.
Appears in 1 contract
Samples: Intercreditor Agreement (Amc Entertainment Holdings, Inc.)
Release of Liens and Guarantees. In the event that any A Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of the Equity Interests or assets of any Loan Party (other than Equity Interests of the Borrower) to a Person that is not (and is not required to become) a Loan Party in a transaction not prohibited by shall automatically be released from its obligations under the Loan Documents, at and all security interests created by the Security Documents in Collateral owned by (and, in the case of clause (1) and, upon the request of the Borrower, any Liens created by any Loan Document in respect of such clause (2) below, the Equity Interests or assets of) such Subsidiary Loan Party shall be automatically released and released, (1) upon the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense in connection with such release consummation of any Liens created by any Loan Document in respect of such Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Loan Party (other than the Borrower) in a transaction permitted by the Loan Documents (including through merger, consolidation, amalgamation or otherwise) and this Agreement as a result of which such Subsidiary Loan Party would cease ceases to be a Restricted Subsidiary (including pursuant to a merger with a Subsidiary that is not a Loan Party or a designation as an Unrestricted Subsidiary) or (2) upon the request of the Borrower, in connection with a transaction permitted under this Agreement, as a result of which such Subsidiary Loan party ceases to be a wholly-owned Subsidiary. Upon (i) any sale or other transfer by any Loan Party (other than to Holdings, the Borrower or any other Loan Party’s ) of any Collateral in a transaction permitted under this Agreement or (ii) the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral or the release of any Loan Party from its Guarantee under the Guarantee Agreement pursuant to Section 9.02, the security interests in such Collateral created by the Security Documents or such guarantee shall be automatically released. Upon the occurrence of the Termination Date, all obligations under the Collateral Agreement shall be automatically terminated Loan Documents and the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) and at the Borrower’s expense take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower to terminate such Subsidiary Loan Party’s obligations under the Collateral Agreement. In addition, the Administrative Agent agrees to take such actions as are reasonably requested by Holdings or the Borrower and at the Borrower’s expense to terminate the Liens and all security interests created by the Security Documents shall be automatically released. In connection with any termination or release pursuant to this Section, the Administrative Agent shall execute and deliver to any Loan Documents when Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section shall be without recourse to or warranty by the Obligations Administrative Agent. The Lenders irrevocably authorize the Administrative Agent to release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02(iv), (other than Obligations in respect viii) or (xxii) to the extent required by the terms of (i) Specified Hedge Agreements and Cash Management Obligations that are not then due and payable and (ii) contingent indemnification and reimbursement the obligations that are not yet due and payable and for which no claim has been asserted) are paid in full and secured by such Liens pursuant to documents reasonably acceptable to the Commitments are terminatedAdministrative Agent).
Appears in 1 contract
Release of Liens and Guarantees. In Subject to the event that reinstatement provisions set forth in any applicable Security Document, a Loan Party conveys(other than Holdings) shall automatically be released from its obligations under the Loan Documents, sellsand all security interests created by the Security Documents in Collateral owned by such Loan Party shall be automatically released, leases, assigns, transfers or otherwise disposes of all or any portion upon the consummation of any transaction permitted by this Agreement as a result of which such Loan Party ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary; provided that, (a) if so required by this Agreement, the Required Lenders (or if applicable, the Lenders) shall have consented to such transaction and the terms of such consent shall not have provided otherwise., (b) concurrently with being released from its obligations under the Loan Documents, such Loan Party shall be released automatically from any guarantee or obligation under the Senior Subordinated Notes pursuant to Section 1208 of the Equity Interests Senior Subordinated Notes Indenture and any guarantee or assets obligation under the Indemnity Documents pursuant to Section 5.06 of the Indemnity Guarantee, (c) no such release shall occur if such Loan Party has otherwise become a guarantor or obligor in respect of any Material Indebtedness and such guarantee or obligation is not also concurrently released and (d) no Loan Party shall be released from its obligations under the Loan Documents as a result of becoming a non-wholly owned Subsidiary unless concurrently therewith such Loan Party shall cease to be a Restricted Subsidiary. Upon any sale or other transfer by any Loan Party (other than Equity Interests to Holdings, any Borrower or any other Loan Party) of the Borrower) to a Person that is not (and is not required to become) a Loan Party any Collateral in a transaction not prohibited permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral pursuant to Section 9.02, the security interests in such Collateral created by the Loan Documents, at the request of the Borrower, any Liens created by any Loan Document in respect of such Equity Interests or assets Security Documents shall be automatically released and released. Upon the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense in connection with such release of any Liens Loan Party from its Guarantee (other than Holdings) in compliance with this Agreement, the security interest in any Collateral owned by such Loan Party created by any Loan Document in respect of such Equity Interests or assets, and, in the case Security Documents shall be automatically released. Upon the designation of a disposition of Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Agreement, the security interest created by the Security Documents in the Equity Interests of any such Unrestricted Subsidiary Loan Party shall be automatically released. On the date on which all (1) Obligations have been paid in full in cash (other than the Borrower(x) in a transaction permitted by the Loan Documents Secured Hedging Obligations not yet due and payable, (including through merger, consolidation, amalgamation or otherwisey) and as a result of which such Subsidiary Loan Party would cease to be a Restricted Subsidiary, such Subsidiary Loan Party’s obligations under the Collateral Agreement shall be automatically terminated and the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) and at the Borrower’s expense take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower to terminate such Subsidiary Loan Party’s obligations under the Collateral Agreement. In addition, the Administrative Agent agrees to take such actions as are reasonably requested by Holdings or the Borrower and at the Borrower’s expense to terminate the Liens and security interests created by the Loan Documents when all the Obligations (other than Obligations in respect of (i) Specified Hedge Agreements and Secured Cash Management Obligations that are not then due and payable and (ii) contingent indemnification and reimbursement obligations that are not yet due and payable and for which no claim has (z) contingent indemnification obligations not yet accrued and payable) and (2) all Letters of Credit have expired or been asserted) are paid terminated (other than Letters of Credit that have been cash collateralized or backstopped in full an amount, by an institution and otherwise pursuant to arrangements reasonably satisfactory to the Commitments are terminatedapplicable Issuing Bank), all obligations under the Loan Documents and all security interests under the Security Documents shall be automatically released. In connection with any termination or release pursuant to this Section 9.14, the Administrative Agent shall execute and deliver to any Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to file or register in any office, or to evidence, such termination or release. Any execution and delivery of documents pursuant to this Section shall be without recourse to or warranty by the Administrative Agent. Each of the Secured Parties irrevocably authorizes the Administrative Agent, at its option and in its discretion, to effect the releases set forth in this Section.
Appears in 1 contract
Release of Liens and Guarantees. In the event that any (a) A Subsidiary Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of the Equity Interests or assets of any Loan Party (other than Equity Interests of the Borrower) to a Person that is not (and is not required to become) a Loan Party in a transaction not prohibited by shall automatically be released from its obligations under the Loan Documents, at the request of the Borrower, any Liens and all security interests created by any the Security Documents in Collateral owned by such Subsidiary Loan Document in respect of such Equity Interests or assets Party shall be automatically released and released, (1) upon the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense in connection with such release consummation of any Liens created by any Loan Document in respect of such Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Loan Party (other than the Borrower) in a transaction permitted by the Loan Documents (including through merger, consolidation, amalgamation or otherwise) and this Agreement as a result of which such Subsidiary Loan Party would cease ceases to be a Restricted Subsidiary (including pursuant to a merger with a Subsidiary that is not a Loan Party or designation as an Unrestricted Subsidiary), (2) upon the request of the Borrower in connection with a transaction permitted under Section 6.13(a), as a result of which such Subsidiary Loan Party ceases to be a Wholly Owned Subsidiary, (3) upon the request of the Borrower, if permitted pursuant to Section 6.13(b) or (4) upon the request of the Borrower, if such Subsidiary Loan Party becomes a Regulated Subsidiary or an Excluded Subsidiary. Upon any sale or other transfer by any Loan Party (other than to Holdings, the Borrower or any Subsidiary Loan Party’s ) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral or the release of Holdings or any Subsidiary Loan Party from its Guarantee under the Guarantee Agreement pursuant to Section 9.02, the security interests in such Collateral created by the Security Documents or such guarantee shall be automatically released. Upon the occurrence of the Termination Date, all obligations under the Collateral Agreement shall be automatically terminated Loan Documents and the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) and at the Borrower’s expense take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower to terminate such Subsidiary Loan Party’s obligations under the Collateral Agreement. In addition, the Administrative Agent agrees to take such actions as are reasonably requested by Holdings or the Borrower and at the Borrower’s expense to terminate the Liens and all security interests created by the Security Documents shall be automatically released. In connection with any termination or release pursuant to this Section or if a Loan Party requests the Administrative Agent to confirm that its Lien granted under the Security Documents when does not attach to specified Excluded Assets, the Administrative Agent shall execute and deliver to any Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination, release or confirmation so long as the Obligations (other than Obligations Borrower or applicable Loan Party shall have provided the Administrative Agent such certifications or documents as the Administrative Agent shall reasonably request in respect of (i) Specified Hedge Agreements and Cash Management Obligations order to demonstrate compliance with this Agreement or that are not then due and payable and (ii) contingent indemnification and reimbursement obligations that are not yet due and payable and for which no claim has been asserted) are paid in full and the Commitments are terminatedsuch assets constitute Excluded Assets.
Appears in 1 contract
