Release of Loan Guarantors. (a) A Loan Guarantor shall automatically be released from its obligations under the Loan Guaranty upon the consummation of any transaction permitted by this Agreement as a result of which such Loan Guarantor 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 connection with any termination or release pursuant to this Section, the Administrative Agent shall (and is hereby irrevocably authorized by each Lender to) 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. (b) Further, the Administrative Agent may (and is hereby irrevocably authorized by each Lender to), upon the request of the Company, release any Loan Guarantor from its obligations under the Loan Guaranty if (i) such Loan Guarantor is no longer a Material Subsidiary or is otherwise not required pursuant to the terms of this Agreement to provide a Loan Guaranty or (ii) such release is approved, authorized or ratified by the requisite Lenders pursuant to Section 9.02. (c) At such time as (i) the principal and interest on the Loans, the fees, expenses and other amounts payable under the Loan Documents and the other Secured Obligations (other than Banking Services Obligations, Swap Agreement Obligations and Unliquidated Obligations, in each case, not then due and payable) shall have been paid in full in cash, (ii) the Commitments shall have been terminated, and (iii) no Letters of Credit shall be outstanding (or any outstanding Letters of Credit shall have been cash collateralized or backstopped pursuant to arrangements reasonably satisfactory to the Administrative Agent and the applicable Issuing Bank) (the conditions set forth in the preceding clauses (i), (ii) and (iii), collectively, the “Final Release Conditions”), the Loan Guaranty and all obligations (other than those expressly stated to survive such termination) of each Loan Guarantor thereunder shall automatically terminate, all without delivery of any instrument or performance of any act by any Person. 153
Appears in 1 contract
Release of Loan Guarantors. (aNotwithstanding anything in Section 9.02(b) A Loan to the contrary, a Subsidiary Guarantor shall automatically be released from its obligations under the hereunder and its Loan Guaranty shall be automatically released (i) upon the consummation of any transaction permitted by this Agreement hereunder if as a result of which thereof such Loan Subsidiary Guarantor ceases shall cease to be a Subsidiary (or becomes an Excluded Subsidiary; provided that, provided, however, that the release of any Subsidiary Guarantor from its obligations under this Agreement if so required by this Agreementsuch Subsidiary Guarantor becomes an Excluded Subsidiary of the type described in clause (a) of the definition thereof shall only be permitted if at the time such Subsidiary Guarantor becomes an Excluded Subsidiary of such type, (1) no Default or Event of Default shall have occurred and be outstanding, (2) after giving pro forma effect to such release and the consummation of the transaction or event that causes such Person to be an Excluded Subsidiary of such type, the Required Lenders shall Borrower is deemed to have consented to made a new Investment in such transaction Person (as if such Person were then newly acquired) and such Investment is permitted at such time, (3) the terms “primary purpose” in becoming an Excluded Subsidiary of such consent type shall not have provided otherwisebe to release the Loan Guaranty and (4) a Responsible Officer of the Borrower Agent certifies to the Administrative Agent compliance with preceding clauses (1), (2) and (3)); provided, further, that no such release shall occur if such Subsidiary Guarantor continues to be a guarantor in respect of the Second Lien Notes, Indebtedness permitted under Section 6.01(k) or (w)or any Refinancing Indebtedness in respect of any of the foregoing if permitted hereunder or (ii) upon the occurrence of the Termination Date. In connection with any termination or release pursuant to this Sectionsuch release, the Administrative Agent shall (and is hereby irrevocably authorized by each Lender to) promptly execute and deliver to any Loan PartyGuarantor, at such Loan PartyGuarantor’s expense, all documents that such Loan Party Guarantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to the preceding sentence of this Section 10.13 shall be without recourse to or warranty by the Administrative Agent. (b) Further, the Administrative Agent may (and is hereby irrevocably authorized by each Lender to), upon the request of the Company, release any Loan Guarantor from its obligations under the Loan Guaranty if (i) such Loan Guarantor is no longer a Material Subsidiary or is otherwise not required pursuant to the terms of this Agreement to provide a Loan Guaranty or (ii) such release is approved, authorized or ratified by the requisite Lenders pursuant to Section 9.02. (c) At such time as (i) the principal and interest on the Loans, the fees, expenses and other amounts payable under the Loan Documents and the other Secured Obligations (other than Banking Services Obligations, Swap Agreement Obligations and Unliquidated Obligations, in each case, not then due and payable) shall have been paid in full in cash, (ii) the Commitments shall have been terminated, and (iii) no Letters of Credit shall be outstanding (or any outstanding Letters of Credit shall have been cash collateralized or backstopped pursuant to arrangements reasonably satisfactory to the Administrative Agent and the applicable Issuing Bank) (the conditions set forth in the preceding clauses (iAgent’s authority to deliver such documents), (ii) and (iii), collectively, the “Final Release Conditions”), the Loan Guaranty and all obligations (other than those expressly stated to survive such termination) of each Loan Guarantor thereunder shall automatically terminate, all without delivery of any instrument or performance of any act by any Person. 153.
Appears in 1 contract
Release of Loan Guarantors. Notwithstanding anything in Section 9.02(b) to the contrary (ai) A Loan a Subsidiary Guarantor shall automatically be released from its obligations under the hereunder and its Loan Guaranty shall be automatically released upon the consummation of any transaction permitted by this Agreement hereunder as a result of which such Subsidiary Guarantor ceases to be a Domestic Subsidiary of the U.S. Borrower and (ii) so long as no Event of Default has occurred and is continuing (A) if a Loan Guarantor is or becomes an Immaterial Subsidiary, and such release would not result in any Immaterial Subsidiary being required pursuant to Section 5.11(e) to become a Loan Party hereunder (except to the extent that on and as of the date of such release, one or more other Immaterial Subsidiaries become Loan Guarantors hereunder and the provisions of Section 5.11(e) are satisfied upon giving effect to all such additions and releases), (B) a Restricted Subsidiary is designated as an Unrestricted Subsidiary in accordance with Section 6.07, (C) a Restricted Subsidiary is designated as a Receivables Subsidiary in connection with a Receivables Facility otherwise permitted hereunder and such Restricted Subsidiary owns no assets or engages in no activities other than such assets or activities which are the subject of such Receivables Facility or (D) a Loan Guarantor ceases to be a Subsidiary; provided that, if so required Wholly-Owned Subsidiary as a result of a transaction permitted by this Agreement, then in the Required Lenders case of each of clauses (A), (B), (C) and (D), such Subsidiary Guarantor shall have consented be automatically released from its obligations hereunder and its Loan Guaranty shall be automatically released upon notification thereof from the U.S. Borrower to such transaction and the terms of such consent shall not have provided otherwiseAgent. In connection with any termination or release pursuant to this Sectionsuch release, the Administrative Agent shall (and is hereby irrevocably authorized by each Lender to) execute and deliver to any Loan PartySubsidiary Guarantor, at such Loan PartySubsidiary Guarantor’s expense, all documents that such Loan Party Subsidiary Guarantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to the preceding sentence of this Section 10.12 shall be without recourse to or warranty by the Administrative Agent. (b) Further, the Administrative Agent may (and is hereby irrevocably authorized by each Lender to), upon the request of the Company, release any Loan Guarantor from its obligations under the Loan Guaranty if (i) such Loan Guarantor is no longer a Material Subsidiary or is otherwise not required pursuant to the terms of this Agreement to provide a Loan Guaranty or (ii) such release is approved, authorized or ratified by the requisite Lenders pursuant to Section 9.02. (c) At such time as (i) the principal and interest on the Loans, the fees, expenses and other amounts payable under the Loan Documents and the other Secured Obligations (other than Banking Services Obligations, Swap Agreement Obligations and Unliquidated Obligations, in each case, not then due and payable) shall have been paid in full in cash, (ii) the Commitments shall have been terminated, and (iii) no Letters of Credit shall be outstanding (or any outstanding Letters of Credit shall have been cash collateralized or backstopped pursuant to arrangements reasonably satisfactory to the Administrative Agent and the applicable Issuing Bank) (the conditions set forth in the preceding clauses (i), (ii) and (iii), collectively, the “Final Release Conditions”), the Loan Guaranty and all obligations (other than those expressly stated to survive such termination) of each Loan Guarantor thereunder shall automatically terminate, all without delivery of any instrument or performance of any act by any Person. 153[Signature pages follow]
Appears in 1 contract
Samples: Credit Agreement
Release of Loan Guarantors. Notwithstanding anything inSection 9.02(b) to the contrary (ai) A Loan a Subsidiary Guarantor shall automatically be released from itsobligations hereunder and its obligations under the Loan Guaranty shall be automatically released upon the consummation of any ofany transaction permitted by this Agreement hereunder as a result of which such Subsidiary Guarantor ceases to be aDomestic Subsidiary of the Borrower and (ii) so long as no Event of Default has occurred and iscontinuing (A) a Restricted Subsidiary is designated as an Unrestricted Subsidiary in accordance withSection 6.07, (B) a Restricted Subsidiary is designated as a Receivables Subsidiary in connection with aReceivables Facility otherwise permitted hereunder and such Restricted Subsidiary owns no assets orengages in no activities other than such assets or activities which are the subject of such ReceivablesFacility or (C) a Loan Guarantor ceases to be a Subsidiary; provided that, if so required Wholly-Owned Subsidiary as a result of a transactionpermitted by this Agreement, then in the Required Lenders case of each of clauses (A), (B) and (C), such SubsidiaryGuarantor shall have consented be automatically released from its obligations hereunder and its Loan Guaranty shall beautomatically released upon notification thereof from the Borrower to such transaction and the terms of such consent shall not have provided otherwiseAgent. In connection with any termination or release pursuant to this Sectionanysuch release, the Administrative Agent shall (and is hereby irrevocably authorized by each Lender to) execute and deliver to any Loan PartySubsidiary Guarantor, at such Loan PartySubsidiaryGuarantor’s expense, all documents that such Loan Party Subsidiary Guarantor shall reasonably request to evidence such evidencesuch termination or release. Any execution and delivery of documents pursuant to the precedingsentence of this Section 10.12 shall be without recourse to or warranty by the Administrative Agent. Agent.[Signature pages followSIGNATURE PAGES INTENTIONALLY OMITTED]-136- Exhibit B Form of Borrowing Request [See attached.] EXHIBIT E [FORM OF] BORROWING REQUEST XXXXXXX XXXXX LENDING PARTNERS LLC as Agent for the Lenders referred to below, [ ] [ ] Attention: [ ] [Date]1 Ladies and Gentlemen: Reference is made to the Credit Agreement dated as of June 30, 2017 (bas may be amended, supplemented or otherwise modified from time to time) Furtheramong CLEAN HARBORS, INC., a Massachusetts corporation (the “Borrower”), each Subsidiary of the Borrower that, from time to time, becomes a party thereto, the Administrative Agent may Lenders from time to time party thereto, and XXXXXXX XXXXX LENDING PARTNERS LLC, as administrative agent for the Lenders and collateral agent for the Secured Parties thereunder (in such capacities, together with its successors and is assigns in such capacities, the “Agent”) and the other parties thereto from time to time. The undersigned hereby irrevocably authorized by each Lender to), upon the request of the Company, release any Loan Guarantor from its obligations under the Loan Guaranty if (i) such Loan Guarantor is no longer a Material Subsidiary or is otherwise not required pursuant to the terms of this Agreement to provide a Loan Guaranty or (ii) such release is approved, authorized or ratified by the requisite Lenders gives you notice pursuant to Section 9.02. (c) At such time as (i) 2.02 of the principal and interest on the Loans, the fees, expenses and other amounts payable Credit Agreement that it requests a Borrowing under the Loan Documents Credit Agreement, and in that connection sets forth below the terms on which such Borrowing is requested to be made: (A) Date of Borrowing (which shall be a Business Day) ______________________ (B) Aggregate Principal Amount of Borrowing ______________________ (C) Class of Borrowing2 ______________________ (D) Type of Borrowing3 ______________________ (E) Interest Period and the other Secured Obligations (other than Banking Services Obligations, Swap Agreement Obligations and Unliquidated Obligations, last day thereof4 ______________________ 1 Must be provided in each case, not then due and payable) shall have been paid in full in cash, (ii) the Commitments shall have been terminated, and (iii) no Letters of Credit shall be outstanding (or any outstanding Letters of Credit shall have been cash collateralized or backstopped pursuant to arrangements reasonably satisfactory to the Administrative Agent and writing by the applicable Issuing Bank) (the conditions deadline set forth in the preceding clauses (i), (ii) and (iii), collectively, the “Final Release Conditions”), the Loan Guaranty and all obligations (other than those expressly stated to survive such terminationSection 2.02(a) of each Loan Guarantor thereunder the Credit Agreement. 2 Specify under which Term Facility the Borrowing will be made. 3 Specify whether any portion of the proposed Borrowing will be of Term SOFR Loans. 4 The initial Interest Period applicable to any Borrowings that are Term SOFR Loans shall automatically terminate, all without delivery be subject to the definition of any instrument or performance of any act by any Person. 153“Interest Period”.
Appears in 1 contract
Samples: Credit Agreement (Clean Harbors Inc)
Release of Loan Guarantors. (aNotwithstanding anything in Section 9.02(b) A Loan to the contrary, a Subsidiary Guarantor shall automatically be released from its obligations under the hereunder and its Loan Guaranty shall be automatically released (a) upon the consummation of any transaction or related series of transactions permitted by this Agreement hereunder if as a result of which thereof such Loan Subsidiary Guarantor ceases shall cease to be a Subsidiary (or becomes an Excluded Subsidiary); provided that no such release shall occur if such Subsidiary Guarantor continues to be a guarantor in respect of the Second Lien Facility or any Refinancing Indebtedness in respect of the foregoing; provided, further that that no such release shall occur if such Subsidiary Guarantor becomes an Excluded Subsidiary pursuant to clause (a) of the definition of “Excluded Subsidiary” unless at the time such guarantor is to become an Excluded Subsidiary, after giving pro forma effect to such release and consummation of the transaction that would cause such guarantor to become an Excluded Subsidiary, such release shall constitute a new Investment by the Borrower in such Person therein at the date of such release in an amount equal to the portion of the fair market value of the net assets of such Excluded Subsidiary attributable to the Borrower’s or any Subsidiary’s equity interest therein as reasonably estimated by the Borrower in good faith (and such release shall only be permitted to the extent such Investment is permitted under Section 6.06), or (b) upon the occurrence of the Termination Date; provided further that, to the extent any Subsidiary became a Subsidiary Guarantor in order to consummate a merger, consolidation or amalgamation permitted under clause (y) (A) of the proviso to Section 6.07(a)(ii), any such release under clause (a) hereof shall constitute an Investment as if so required by this Agreementsuch merger, consolidation or amalgamation had been consummated pursuant to clause (y) of the Required Lenders shall have consented proviso to such transaction and Section 6.07(a)(ii)(y) as of the terms date of such consent shall not have provided otherwiserelease. In connection with any termination or release pursuant to this Sectionsuch release, the Administrative Agent shall (and is hereby irrevocably authorized by each Lender to) promptly execute and deliver to any Loan PartyGuarantor, at such Loan PartyGuarantor’s expense, all documents that such Loan Party Guarantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to the preceding sentence of this Section 10.12 shall be without recourse to or warranty by the Administrative Agent. (b) Further, the Administrative Agent may (and is hereby irrevocably authorized by each Lender to), upon the request of the Company, release any Loan Guarantor from its obligations under the Loan Guaranty if (i) such Loan Guarantor is no longer a Material Subsidiary or is otherwise not required pursuant to the terms of this Agreement to provide a Loan Guaranty or (ii) such release is approved, authorized or ratified by the requisite Lenders pursuant to Section 9.02. (c) At such time as (i) the principal and interest on the Loans, the fees, expenses and other amounts payable under the Loan Documents and the other Secured Obligations (other than Banking Services Obligations, Swap Agreement Obligations and Unliquidated Obligations, in each case, not then due and payable) shall have been paid in full in cash, (ii) the Commitments shall have been terminated, and (iii) no Letters of Credit shall be outstanding (or any outstanding Letters of Credit shall have been cash collateralized or backstopped pursuant to arrangements reasonably satisfactory as to the Administrative Agent Agent’s authority to execute and the applicable Issuing Bank) (the conditions set forth in the preceding clauses (ideliver such documents), (ii) and (iii), collectively, the “Final Release Conditions”), the Loan Guaranty and all obligations (other than those expressly stated to survive such termination) . [Remainder of each Loan Guarantor thereunder shall automatically terminate, all without delivery of any instrument or performance of any act by any Person. 153page intentionally left blank]
Appears in 1 contract
Release of Loan Guarantors. Notwithstanding anything in Section 9.02(b) to the contrary (ai) A Loan a Subsidiary Guarantor shall automatically be released from its obligations under the hereunder and its Loan Guaranty shall be automatically released upon the consummation of any transaction permitted by this Agreement hereunder as a result of which such Loan Subsidiary Guarantor ceases to be a Subsidiary of the U.S. Borrower and (ii) so long as no Event of Default has occurred and is continuing (A) if a Loan Guarantor is or becomes an Immaterial Subsidiary; provided that, if so and such release would not result in any Immaterial Subsidiary being required by this Agreementpursuant to Section 5.11(e) to become a Loan Party hereunder (except to the extent that on and as of the date of such release, the Required Lenders shall have consented to such transaction one or more other Immaterial Subsidiaries become Loan Guarantors hereunder and the terms provisions of Section 5.11(e) are satisfied upon giving effect to all such consent additions and releases), or (B) a Restricted Subsidiary is designated as an Unrestricted Subsidiary in accordance with Section 6.07, then in the case of each of clauses (A) and (B), such Subsidiary Guarantor shall not have provided otherwisebe automatically released from its obligations hereunder and its Loan Guaranty shall be automatically released upon notification thereof from the U.S. Borrower to the Agent. In connection with any termination or release pursuant to this Sectionsuch release, the Administrative Agent shall (and is hereby irrevocably authorized by each Lender to) execute and deliver to any Loan PartySubsidiary Guarantor, at such Loan PartySubsidiary Guarantor’s expense, all documents that such Loan Party Subsidiary Guarantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to the preceding sentence of this Section 10.12 shall be without recourse to or warranty by the Administrative Agent. EXHIBIT C Exhibit B - Form of Assignment and Assumption See attached. [FORM OF] ASSIGNMENT AND ASSUMPTION This Assignment and Assumption (bthe “Assignment and Assumption”) Furtheris dated as of the Effective Date set forth below and is entered into by and between CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, supplemented or otherwise modified from time to time, the Administrative Agent may (and “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably authorized by each Lender to)sells and assigns to the Assignee, upon and the request Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Company, release any Loan Guarantor from its obligations under Effective Date inserted by the Loan Guaranty if Agent as contemplated below (i) such Loan Guarantor is no longer all of the Assignor’s rights and obligations in its capacity as a Material Subsidiary Lender under the Credit Agreement and any other documents or is otherwise not required instruments delivered pursuant thereto to the terms extent related to the amount and percentage interest identified below of this Agreement to provide a Loan Guaranty or all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including any letters of credit, guarantees, and swingline loans included in such facilities) and (ii) such release is approvedto the extent permitted to be assigned under applicable law, authorized all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or ratified by unknown, arising under or in connection with the requisite Lenders Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to Section 9.02. (c) At such time as clause (i) above (the principal rights and interest on the Loans, the fees, expenses obligations sold and other amounts payable under the Loan Documents assigned pursuant to clauses (i) and the other Secured Obligations (other than Banking Services Obligations, Swap Agreement Obligations and Unliquidated Obligations, in each case, not then due and payable) shall have been paid in full in cash, (ii) above being referred to herein collectively as the Commitments shall have been terminated, “Assigned Interest”). Such sale and (iii) no Letters of Credit shall be outstanding (or any outstanding Letters of Credit shall have been cash collateralized or backstopped pursuant to arrangements reasonably satisfactory assignment is without recourse to the Administrative Agent Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the applicable Issuing Bank) (the conditions set forth in the preceding clauses (i), (ii) and (iii), collectively, the “Final Release Conditions”), the Loan Guaranty and all obligations (other than those expressly stated to survive such termination) of each Loan Guarantor thereunder shall automatically terminate, all without delivery of any instrument or performance of any act by any Person. 153Assignor.
Appears in 1 contract
Release of Loan Guarantors. (a) A Loan Subsidiary Guarantor shall automatically be released from its obligations under the Loan Guaranty upon the consummation of any transaction permitted by this Agreement as a result of which such Loan Subsidiary Guarantor 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 connection with any termination or release pursuant to this Section, the Administrative Agent shall (and is hereby irrevocably authorized by each Lender to) 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. (b) Further, the Administrative Agent may (and is hereby irrevocably authorized by each Lender to), upon the request of the CompanyBorrower, release any Loan Subsidiary Guarantor from its obligations under the Loan Guaranty if (i) such Loan Subsidiary Guarantor is no longer a Material Subsidiary or is otherwise not required pursuant to the terms of this Agreement to provide a Loan Guaranty or (ii) such release is approved, authorized or ratified by the requisite Lenders pursuant to Section 9.02Domestic Subsidiary. [Reserved]. (c) At such time as (i) the principal and interest on the Loans, all LC Disbursements, the fees, expenses and other amounts payable under the Loan Documents and the other Secured Obligations (other than Swap Agreement Obligations, Banking Services Obligations, Swap Agreement and other Obligations expressly stated to survive such payment and Unliquidated Obligations, in each case, not then due and payabletermination) shall have been paid in full in cash, (ii) all Unliquidated Obligations shall have been cash collateralized in a manner satisfactory to each affected Lender, all of the Revolving Commitments shall have been terminated, terminated and (iii) no Letters of Credit shall be outstanding (or any outstanding Letters of Credit shall have been cash collateralized or backstopped pursuant to arrangements reasonably satisfactory to the Administrative Agent and the applicable Issuing Bank) (the conditions set forth in the preceding clauses (i), (ii) and (iii), collectively, the “Final Release Conditions”)outstanding, the Loan Guaranty and all obligations (other than those expressly stated to survive such termination) of each Loan Subsidiary Guarantor thereunder hereunder shall automatically terminate, all without delivery of any instrument or performance of any act by any Person. 153SECTION 10.09
Appears in 1 contract
Release of Loan Guarantors. Notwithstanding anything in Section 9.02(b) to the contrary (ai) A Loan a Subsidiary Guarantor shall automatically be released from its obligations under the hereunder and its Loan Guaranty shall be automatically released upon the consummation of any transaction permitted by this Agreement hereunder as a result of which such Subsidiary Guarantor ceases to be a Domestic Subsidiary of the U.S. Borrower and (ii) so long as no Event of Default has occurred and is continuing (A) if a Loan Guarantor is or becomes an Immaterial Subsidiary, and such release would not result in any Immaterial Subsidiary being required pursuant to Section 5.11(e) to become a Loan Party hereunder (except to the extent that on and as of the date of such release, one or more other Immaterial Subsidiaries become Loan Guarantors hereunder and the provisions of Section 5.11(e) are satisfied upon giving effect to all such additions and releases), (B) a Restricted Subsidiary is designated as an Unrestricted Subsidiary in accordance with Section 6.07, (C) a Restricted Subsidiary is designated as a Receivables Subsidiary in connection with a Receivables Facility otherwise permitted hereunder and such Restricted Subsidiary owns no assets or engages in no activities other than such assets or activities which are the subject of such Receivables Facility or (D) a Loan Guarantor ceases to be a Subsidiary; provided that, if so required Wholly-Owned Subsidiary as a result of a transaction permitted by this Agreement, then in the Required Lenders case of each of clauses (A), (B), (C) and (D), such Subsidiary Guarantor shall have consented be automatically released from its obligations hereunder and its Loan Guaranty shall be automatically released upon notification thereof from the U.S. Borrower to such transaction and the terms of such consent shall not have provided otherwiseAgent. In connection with any termination or release pursuant to this Sectionsuch release, the Administrative Agent shall (and is hereby irrevocably authorized by each Lender to) execute and deliver to any Loan PartySubsidiary 197 Guarantor, at such Loan PartySubsidiary Guarantor’s expense, all documents that such Loan Party Subsidiary Guarantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to the preceding sentence of this Section 10.12 shall be without recourse to or warranty by the Administrative Agent. (b) Further, the Administrative Agent may (and is hereby irrevocably authorized by each Lender to), upon the request of the Company, release any Loan Guarantor from its obligations under the Loan Guaranty if (i) such Loan Guarantor is no longer a Material Subsidiary or is otherwise not required pursuant to the terms of this Agreement to provide a Loan Guaranty or (ii) such release is approved, authorized or ratified by the requisite Lenders pursuant to Section 9.02. (c) At such time as (i) the principal and interest on the Loans, the fees, expenses and other amounts payable under the Loan Documents and the other Secured Obligations (other than Banking Services Obligations, Swap Agreement Obligations and Unliquidated Obligations, in each case, not then due and payable) shall have been paid in full in cash, (ii) the Commitments shall have been terminated, and (iii) no Letters of Credit shall be outstanding (or any outstanding Letters of Credit shall have been cash collateralized or backstopped pursuant to arrangements reasonably satisfactory to the Administrative Agent and the applicable Issuing Bank) (the conditions set forth in the preceding clauses (i), (ii) and (iii), collectively, the “Final Release Conditions”), the Loan Guaranty and all obligations (other than those expressly stated to survive such termination) of each Loan Guarantor thereunder shall automatically terminate, all without delivery of any instrument or performance of any act by any Person. 153[Signature pages followintentionally omitted]
Appears in 1 contract
Samples: Credit Agreement (Aramark)
Release of Loan Guarantors. Notwithstanding anything in Section 9.02(b) to the contrary (ai) A Loan a Subsidiary Guarantor shall automatically be released from its obligations under the hereunder and its Loan Guaranty shall be automatically released upon the consummation of any transaction permitted by this Agreement hereunder as a result of which such Loan Subsidiary Guarantor ceases to be a Domestic Subsidiary of the U.S. Borrower and (ii) so long as no Event of Default has occurred and is continuing (A) if a Loan Guarantor is or becomes an Immaterial Subsidiary; provided that, if so and such release would not result in any Immaterial Subsidiary being required by this Agreementpursuant to Section 5.11(e) to become a Loan Party hereunder (except to the extent that on and as of the date of such release, the Required Lenders shall have consented to such transaction one or more other Immaterial Subsidiaries become Loan Guarantors hereunder and the terms provisions of Section 5.11(e) are satisfied upon giving effect to all such additions and releases), (B) a Restricted Subsidiary is designated as an Unrestricted Subsidiary in accordance with Section 6.07 or (C) a Restricted Subsidiary is designated as a Receivables Subsidiary in connection with a Receivables Facility otherwise permitted hereunder or a Business Securitization Subsidiary in connection with a Business Securitization Facility otherwise permitted hereunder, in each case if such Restricted Subsidiary owns no assets or engages in no activities other than such assets or activities which are the subject of such consent Receivables Facility or Business Securitization Facility, as applicable, then in the case of each of clauses (A), (B) and (C), such Subsidiary Guarantor shall not have provided otherwisebe automatically released from its obligations hereunder and its Loan Guaranty shall be automatically released upon notification thereof from the U.S. Borrower to the Agent. In connection with any termination or release pursuant to this Sectionsuch release, the Administrative Agent shall (and is hereby irrevocably authorized by each Lender to) execute and deliver to any Loan PartySubsidiary Guarantor, at such Loan PartySubsidiary Guarantor’s expense, all documents that such Loan Party Subsidiary Guarantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to the preceding sentence of this Section 10.12 shall be without recourse to or warranty by the Administrative Agent. 175 EXHIBIT B [FORM OF FIRST LIEN INTERCREDITOR AGREEMENT] EXHIBIT B FORM OF FIRST-LIEN INTERCREDITOR AGREEMENT among ARAMARK CORPORATION, the other Grantors party hereto, JPMORGAN CHASE BANK, N.A., as Credit Agreement Collateral Agent for the Credit Agreement Secured Parties JPMORGAN CHASE BANK, N.A., as Authorized Representative for the Credit Agreement Secured Parties, [ ] as the Additional First-Lien Collateral Agent [ ] as the Initial Additional Authorized Representative, and each additional Authorized Representative from time to time party hereto dated as of [ ], 20[ ] FIRST-LIEN INTERCREDITOR AGREEMENT, dated as of [ ], 20[ ] (bas amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time, this “Agreement”), among ARAMARK Corporation, a Delaware corporation (the “Company”), the other Grantors (as defined below) Furtherfrom time to time party hereto, JPMORGAN CHASE BANK, N.A. (“JPMCB”), as collateral agent for the Credit Agreement Secured Parties (as defined below) (in such capacity and together with its successors in such capacity, the “Credit Agreement Collateral Agent”), JPMCB, as Authorized Representative for the Credit Agreement Secured Parties (as each such term is defined below), [ ], as collateral agent for the Additional First-Lien Secured Parties (as defined below) (in such capacity and together with its successors in such capacity, the “Additional First-Lien Collateral Agent”), [ ], as Authorized Representative for the Initial Additional First-Lien Secured Parties (as defined below) (in such capacity and together with its successors in such capacity, the “Initial Additional Authorized Representative”) and each additional Authorized Representative from time to time party hereto for the other Additional First-Lien Secured Parties of the Series (as defined below) with respect to which it is acting in such capacity. In consideration of the mutual agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Collateral Agent, the Administrative Agent may (for itself and is hereby irrevocably authorized by each Lender to), upon the request on behalf of the Company, release any Loan Guarantor from its obligations under the Loan Guaranty if (i) such Loan Guarantor is no longer a Material Subsidiary or is otherwise not required pursuant to the terms of this Credit Agreement to provide a Loan Guaranty or (ii) such release is approved, authorized or ratified by the requisite Lenders pursuant to Section 9.02. (c) At such time as (i) the principal and interest on the Loans, the fees, expenses and other amounts payable under the Loan Documents and the other Secured Obligations (other than Banking Services Obligations, Swap Agreement Obligations and Unliquidated Obligations, in each case, not then due and payable) shall have been paid in full in cash, (ii) the Commitments shall have been terminated, and (iii) no Letters of Credit shall be outstanding (or any outstanding Letters of Credit shall have been cash collateralized or backstopped pursuant to arrangements reasonably satisfactory to the Administrative Agent and the applicable Issuing Bank) (the conditions set forth in the preceding clauses (i), (ii) and (iii), collectively, the “Final Release Conditions”Parties), the Loan Guaranty Initial Additional Authorized Representative (for itself and all obligations on behalf of the Initial Additional First-Lien Secured Parties) and each additional Authorized Representative (other than those expressly stated to survive such terminationfor itself and on behalf of the Additional First-Lien Secured Parties of the applicable Series) of each Loan Guarantor thereunder shall automatically terminate, all without delivery of any instrument or performance of any act by any Person. 153agree as follows:
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Samples: Junior Lien Intercreditor Agreement (MPBP Holdings, Inc.)
Release of Loan Guarantors. (aNotwithstanding anything in Section 9.02(b) A Loan to the contrary, a Subsidiary Guarantor shall automatically be released from its obligations under the hereunder and its Loan Guaranty shall be automatically released (a) upon the consummation of any transaction or related series of transactions permitted by this Agreement hereunder if as a result of which thereof such Loan Subsidiary Guarantor ceases shall cease to be a Subsidiary (or becomes an Excluded Subsidiary); provided that no such release shall occur if such Subsidiary Guarantor continues to be a guarantor in respect of the First Lien Facility or any Refinancing Indebtedness in respect of the foregoing; provided, further that that no such release shall occur if such Subsidiary Guarantor becomes an Excluded Subsidiary pursuant to clause (a) of the definition of “Excluded Subsidiary” unless at the time such guarantor is to become an Excluded Subsidiary, after giving pro forma effect to such release and consummation of the transaction that would cause such guarantor to become an Excluded Subsidiary, such release shall constitute a new Investment by the Borrower in such Person therein at the date of such release in an amount equal to the portion of the fair market value of the net assets of such Excluded Subsidiary attributable to the Borrower’s or any Subsidiary’s equity interest therein as reasonably estimated by the Borrower in good faith (and such release shall only be permitted to the extent such Investment is permitted under Section 6.06), or (b) upon the occurrence of the Termination Date; provided further that, to the extent any Subsidiary became a Subsidiary Guarantor in order to consummate a merger, consolidation or amalgamation permitted under clause (y) (A) of the proviso to Section 6.07(a)(ii), any such release under clause (a) hereof shall constitute an Investment as if so required by this Agreementsuch merger, consolidation or amalgamation had been consummated pursuant to clause (y) of the Required Lenders shall have consented proviso to such transaction and Section 6.07(a)(ii)(y) as of the terms date of such consent shall not have provided otherwiserelease. In connection with any termination or release pursuant to this Sectionsuch release, the Administrative Agent shall (and is hereby irrevocably authorized by each Lender to) promptly execute and deliver to any Loan PartyGuarantor, at such Loan PartyGuarantor’s expense, all documents that such Loan Party Guarantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to the preceding sentence of this Section 10.12 shall be without recourse to or warranty by the Administrative Agent. (b) Further, the Administrative Agent may (and is hereby irrevocably authorized by each Lender to), upon the request of the Company, release any Loan Guarantor from its obligations under the Loan Guaranty if (i) such Loan Guarantor is no longer a Material Subsidiary or is otherwise not required pursuant to the terms of this Agreement to provide a Loan Guaranty or (ii) such release is approved, authorized or ratified by the requisite Lenders pursuant to Section 9.02. (c) At such time as (i) the principal and interest on the Loans, the fees, expenses and other amounts payable under the Loan Documents and the other Secured Obligations (other than Banking Services Obligations, Swap Agreement Obligations and Unliquidated Obligations, in each case, not then due and payable) shall have been paid in full in cash, (ii) the Commitments shall have been terminated, and (iii) no Letters of Credit shall be outstanding (or any outstanding Letters of Credit shall have been cash collateralized or backstopped pursuant to arrangements reasonably satisfactory as to the Administrative Agent Agent’s authority to execute and the applicable Issuing Bank) (the conditions set forth in the preceding clauses (ideliver such documents), (ii) and (iii), collectively, the “Final Release Conditions”), the Loan Guaranty and all obligations (other than those expressly stated to survive such termination) of each Loan Guarantor thereunder shall automatically terminate, all without delivery of any instrument or performance of any act by any Person. 153155 [Signature Pages Follow] 156
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Release of Loan Guarantors. Notwithstanding anything in Section 9.02(b) to the contrary (ai) A Loan a Subsidiary Guarantor shall automatically be released from its obligations under the hereunder and its Loan Guaranty shall be automatically released upon the consummation of any transaction permitted by this Agreement hereunder as a result of which such Loan Subsidiary Guarantor ceases to be a subsidiary of the Borrower and (ii) so long as no Event of Default has occurred and is continuing (A) if a Loan Guarantor is or becomes an Immaterial Subsidiary; provided that, if so and such release would not result in any Immaterial Subsidiary being required by this Agreementpursuant to Section 5.11(e) to become a Loan Party hereunder (except to the extent that on and as of the date of such release, the Required Lenders shall have consented to such transaction one or more other Immaterial Subsidiaries become Loan Guarantors hereunder and the terms provisions of Section 5.11(e) are satisfied upon giving effect to all such consent additions and releases), or (B) if a Restricted Subsidiary is designated as an Unrestricted Subsidiary in accordance with Section 6.04(c), then in the case of each of clauses (A) and (B), such Subsidiary Guarantor shall not have provided otherwisebe automatically released from its obligations hereunder and its Loan Guaranty shall be automatically released upon notification thereof from the Borrower to the Administrative Agent. In connection with any termination or release pursuant to this Sectionsuch release, the Administrative Agent Agents shall (and is hereby irrevocably authorized by each Lender to) execute and deliver to any Loan PartySubsidiary Guarantor, at such Loan PartySubsidiary Guarantor’s expense, all documents that such Loan Party Subsidiary Guarantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to the preceding sentence of this Section 10.12 shall be without recourse to or warranty by the Administrative AgentAgents. (b) Further125 IN WITHNESS WHEREOF, the Administrative Agent may (and is hereby irrevocably authorized by each Lender to), upon the request of the Company, release any Loan Guarantor from its obligations under the Loan Guaranty if (i) such Loan Guarantor is no longer a Material Subsidiary or is otherwise not required pursuant to the terms of parties hereto have caused this Agreement to provide a be duly executed by their respective authorized officers as of the day and year first above written. PETCO ANIMAL SUPPLIES, INC., by /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title Executive Vice President & Chief Financial Officer [Signature Page to PETCO Term Loan Guaranty or (ii) such release is approvedCredit Agreement] PETCO ANIMAL SUPPLIES STORES, authorized or ratified INC., INTERNATION PET SUPPLIES AND DISTRIBUTION, INC., PETCO SOUTHWEST, INC., PETCO PET INSURANCE CENTER, INC., by the requisite Lenders pursuant to Section 9.02/s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title Executive Vice President & Chief Financial Officer E-PET SERVICES, LLC, by PETCO ANIMAL SUPPLIES STORES, INC. (c) At such time It: Sole Member /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title Executive Vice President & Chief Financial Officer PETCO ASIA, LLC, by INTERNATAL PET SUPPLIES AND DISTRIBUTION, INC. Its: Sole Member /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title Executive Vice President & Chief Financial Officer 127 CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, individually and as (i) the principal and interest on the Loans, the fees, expenses and other amounts payable under the Loan Documents and the other Secured Obligations (other than Banking Services Obligations, Swap Agreement Obligations and Unliquidated Obligations, in each case, not then due and payable) shall have been paid in full in cash, (ii) the Commitments shall have been terminated, and (iii) no Letters of Credit shall be outstanding (or any outstanding Letters of Credit shall have been cash collateralized or backstopped pursuant to arrangements reasonably satisfactory to the Administrative Agent and the applicable Issuing Bank) (the conditions set forth in the preceding clauses (i)Collateral Agent, (ii) and (iii), collectively, the “Final Release Conditions”), the Loan Guaranty and all obligations (other than those expressly stated to survive such termination) of each Loan Guarantor thereunder shall automatically terminate, all without delivery of any instrument or performance of any act by any Person. 153by: /s/ Xxxx X. Toronto Name: XXXX X. TORONTO Title: DIRECTOR by: /s/ Xxxxx Xxxxxx Name: XXXXX XXXXXX Title: ASSOCIATE 128 COMMITMENT SCHEDULE LENDER COMMITMENT Credit Suisse AG $ 1,225,000,000 Total $ 1,225,000,000
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