Right to Realize on Collateral and Enforce Guarantee. Anything contained in any of the Credit Documents to the contrary notwithstanding, US Holdings, the Borrower, the Agents and each Secured Party hereby agree that (i) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guarantee, it being understood and agreed that all powers, rights and remedies hereunder may be exercised solely by the Administrative Agent, on behalf of the Lenders in accordance with the terms hereof and all powers, rights and remedies under the Security Documents and Guarantee may be exercised solely by the Collateral Agent, on behalf of the Secured Parties, and (ii) in the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Collateral Agent or any Secured Party may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Collateral Agent, as agent for and representative of the Secured Parties (but not any Lender or Lenders in its or their respective individual capacities unless Required Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Agent at such sale or other disposition.
Appears in 5 contracts
Samples: Credit Agreement (Energy Future Competitive Holdings CO), Amendment No. 2 (Energy Future Intermediate Holding CO LLC), Credit Agreement (Energy Future Intermediate Holding CO LLC)
Right to Realize on Collateral and Enforce Guarantee. Anything contained in any of the Credit Documents to the contrary notwithstanding, US Holdings, the Borrower, the Agents and each Secured Party hereby agree that (i) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guarantee, it being understood and agreed that all powers, rights and remedies hereunder may be exercised solely by the Administrative Agent, on behalf of the Lenders in accordance with the terms hereof and all powers, rights and remedies under the Security Collateral Documents and Guarantee may be exercised solely by the Collateral Agent, Agent on behalf of the Secured Parties, and (ii) in the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Collateral Agent or any Secured Party Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Collateral Agent, as agent for and representative of the Secured Parties (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Agent at such sale or other disposition.
Appears in 4 contracts
Samples: Credit Agreement (Laureate Education, Inc.), Credit Agreement (Laureate Education, Inc.), Credit Agreement (Laureate Education, Inc.)
Right to Realize on Collateral and Enforce Guarantee. Anything contained in any of the Credit Documents to the contrary notwithstanding, US Holdings, the Borrower, the Agents Agents, and each Secured Party hereby agree that (i) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guarantee, it being understood and agreed that all powers, rights rights, and remedies hereunder may be exercised solely by the Administrative Agent, on behalf of the Lenders Secured Parties in accordance with the terms hereof and all powers, rights rights, and remedies under the Security Documents and Guarantee may be exercised solely by the Collateral Agent, on behalf of Agent in accordance with the Secured Partiesterms thereof, and (ii) in the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Collateral Agent or any Secured Party Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Collateral Agent, as agent for and representative of the Secured Parties (but not any Lender or Lenders in its or their respective individual capacities unless Required Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Agent at such sale or other disposition.
Appears in 3 contracts
Samples: Second Lien Credit Agreement (BrightSpring Health Services, Inc.), Second Lien Credit Agreement (BrightSpring Health Services, Inc.), Second Lien Credit Agreement (BrightSpring Health Services, Inc.)
Right to Realize on Collateral and Enforce Guarantee. Anything contained in any of the Credit Loan Documents to the contrary notwithstanding, US Holdings, the Borrower, the Agents Administrative Agent, and each Secured Party hereby agree that (i) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guarantee, it being understood and agreed that all powers, rights and remedies hereunder and under any of the Loan Documents may be exercised solely by Administrative Agent, as applicable, for the benefit of the Secured Parties in accordance with the terms hereof and thereof and all powers, rights and remedies under the Loan Documents may be exercised solely by the Administrative Agent, on behalf as applicable, for the benefit of the Lenders Secured Parties in accordance with the terms hereof and all powers, rights and remedies under the Security Documents and Guarantee may be exercised solely by the Collateral Agent, on behalf of the Secured Partiesthereof, and (ii) in the event of a foreclosure or similar enforcement action by the Collateral Administrative Agent on any of the Collateral pursuant to a public or private sale or other dispositiondisposition (including, without limitation, pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or otherwise of the Bankruptcy Code), the Collateral Administrative Agent (or any Secured Party Lender, except with respect to a “credit bid” pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or otherwise of the Bankruptcy Code), may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Collateral Administrative Agent, as agent for and representative of the Secured Parties (but not any Lender or Lenders in its or their respective individual capacities unless Required Lenders shall otherwise agree in writingcapacities) shall be entitled, upon instructions from Required Lenders, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public salesale or disposition, to use and apply any of the Secured Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Administrative Agent at such sale or other disposition.
Appears in 3 contracts
Samples: Credit Agreement (Greenhill & Co Inc), Credit Agreement (Greenhill & Co Inc), Credit Agreement (Greenhill & Co Inc)
Right to Realize on Collateral and Enforce Guarantee. Anything contained in any of the Credit Documents to the contrary notwithstanding, US Holdings, the Borrower, the Agents and each Secured Party hereby agree that (ia) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guarantee, it being understood and agreed that all powers, rights and remedies hereunder may be exercised solely by the Administrative Agent, on behalf of the Lenders Secured Parties in accordance with the terms hereof and all powers, rights and remedies under the Security Documents and Guarantee may be exercised solely by the Collateral Agent, on behalf of the Secured Parties, and (iib) in the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Collateral Agent or any Secured Party Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Collateral Agent, as agent for and representative of the Secured Parties (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Agent at such sale or other disposition.
Appears in 3 contracts
Samples: Credit Agreement (Mach Natural Resources Lp), Credit Agreement (Mach Natural Resources Lp), Credit Agreement (Vine Energy Inc.)
Right to Realize on Collateral and Enforce Guarantee. Anything contained in any of the Credit Documents to the contrary notwithstanding, US HoldingsParent Guarantor, the Borrower, the Agents and each Secured Party hereby agree that (i) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guarantee, it being understood and agreed that all powers, rights and remedies hereunder may be exercised solely by the Administrative Agent, on behalf of the Lenders in accordance with the terms hereof and all powers, rights and remedies under the Security Documents and Guarantee may be exercised solely by the Collateral Agent, on behalf of the Secured Parties, and (ii) in the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Collateral Agent or any Secured Party may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Collateral Agent, as agent for and representative of the Secured Parties (but not any Lender or Lenders in its or their respective individual capacities unless Required Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Agent at such sale or other disposition.
Appears in 2 contracts
Samples: Senior Secured Debtor in Possession Credit Agreement (Energy Future Competitive Holdings Co LLC), Senior Secured Debtor in Possession Credit Agreement (Energy Future Competitive Holdings Co LLC)
Right to Realize on Collateral and Enforce Guarantee. Anything contained in any of the Credit Documents to the contrary notwithstanding, US Holdingsthe Credit Parties, the BorrowerAdministrative Agent, the Agents Collateral Agent and each Secured Party hereby agree that (i) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the any Obligations Guarantee, it being understood and agreed that all powers, rights and remedies hereunder may be exercised solely by the Administrative Agent, Agent on behalf of the Lenders Secured Parties in accordance with the terms hereof and that all powers, rights and remedies under the Security Collateral Documents and Guarantee may be exercised solely by the Collateral Agent, Agent on behalf of the Secured Parties, Parties in accordance with the terms thereof and (ii) in the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Collateral Agent or any Secured Party Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Collateral Agent, as agent for and representative of the Secured Parties (but not any Lender or Lenders in its or their respective individual capacities unless Required the Requisite Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Agent at such sale or other disposition.
Appears in 2 contracts
Samples: Credit and Guarantee Agreement (Telx Group, Inc.), Credit and Guarantee Agreement (Telx Group, Inc.)
Right to Realize on Collateral and Enforce Guarantee. Anything contained in any of the Credit Documents to the contrary notwithstanding, US Holdings, the Borrower, the Agents Agents, and each Secured Party hereby agree that (i) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guarantee, it being understood and agreed that all powers, rights rights, and remedies hereunder may be exercised solely by the Administrative Agent, on behalf of the Lenders in accordance with the terms hereof and all powers, rights and remedies under the Security Documents and Guarantee may be exercised solely by the Collateral Agent, on behalf of the Secured PartiesParties in accordance with the terms hereof and all powers, rights, and remedies under the Security Documents may be exercised solely by the Collateral Agent, and (ii) in the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Collateral Agent or any Secured Party Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Collateral Agent, as agent for and representative of the Secured Parties (but not any Lender or Lenders in its or their respective individual capacities unless Required Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Agent at such sale or other disposition.
Appears in 2 contracts
Samples: Second Lien Credit Agreement (Focus Financial Partners Inc.), Second Lien Credit Agreement (Focus Financial Partners Inc.)
Right to Realize on Collateral and Enforce Guarantee. Anything contained in any of the Credit Financing Documents to the contrary notwithstanding, US Holdingsthe Borrowers, the Borrower, the Agents Collateral Trustee and each Secured Party hereby agree that (i) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the GuaranteeGuarantee Agreement, it being understood and agreed that all powers, rights and remedies hereunder may be exercised solely by the Administrative AgentCollateral Trustee, on behalf of the Lenders Secured Parties in accordance with the terms hereof and all powers, rights and remedies under the Security Documents and the Guarantee Agreement may be exercised solely by the Collateral Agent, on behalf of the Secured Parties, Trustee and (ii) in the event of a foreclosure by the Collateral Agent Trustee on any of the Collateral pursuant to a public or private sale or other disposition, the Collateral Agent Trustee or any Secured Party may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Collateral AgentTrustee, as agent for and representative of the Secured Parties (but not any Lender Secured Party or Lenders Secured Parties in its or their respective individual capacities unless Required Lenders the Controlling Secured Representative shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Secured Obligations as a credit on account of the purchase price for any collateral Collateral payable by the Collateral Agent Trustee at such sale or other disposition.
Appears in 2 contracts
Samples: Credit Agreement (Mirant Corp), Credit Agreement (Rri Energy Inc)
Right to Realize on Collateral and Enforce Guarantee. Anything contained in any of the Credit Loan Documents to the contrary notwithstanding, US Holdings, the Borrower, the Agents Administrative Agent and each Secured Party Lender hereby agree that (i) no Secured Party Lender individually shall have any right individually to realize upon any of the Collateral or to enforce the GuaranteeSecurity Documents, including during the pendency of any bankruptcy, insolvency or other similar proceeding involving Holdings, the Borrower or any other Obligor, it being understood and agreed that all powers, rights and remedies hereunder and under the Security Documents may be exercised solely by the Administrative Agent, on behalf of the Lenders in accordance with the terms hereof Agent and all powers, rights and remedies under the Security Documents and Guarantee may be exercised solely by the Collateral Agent, on behalf of the Secured PartiesRequired Lenders, and (ii) in the event of a foreclosure by the Collateral Administrative Agent and Required Lenders on any of the Collateral pursuant to a public or private sale or other disposition, the Collateral Administrative Agent or any Secured Party Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Collateral Administrative Agent, as agent for and representative of the Secured Parties Lenders (but not any Lender or Lenders in its or their respective individual capacities unless Required Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Administrative Agent and Required Lenders at such sale or other disposition.
Appears in 2 contracts
Samples: Senior Secured Convertible Credit Agreement (Kadmon Holdings, LLC), Senior Secured Convertible Credit Agreement (Kadmon Holdings, LLC)
Right to Realize on Collateral and Enforce Guarantee. Anything contained in any of the Credit Loan Documents to the contrary notwithstanding, US Holdings, the Borrower, the Agents Administrative Agent, the Collateral Agent and each Secured Party hereby agree that (i) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guarantee, it being understood and agreed that all powers, rights and remedies hereunder may be exercised solely by the Administrative Agent, on behalf of the Lenders Secured Parties in accordance with the terms hereof and all powers, rights and remedies under the Security Documents and Guarantee may be exercised solely by the Collateral Agent, on behalf of the Secured Parties, Agent and (ii) in the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Collateral Agent or any Secured Party Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Collateral Agent, as agent for and representative of the Secured Parties (but not any Lender or Lenders in its or their respective individual capacities unless Required Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Agent at such sale or other disposition.
Appears in 2 contracts
Samples: Credit Agreement (Sirva Inc), Term Loan Agreement (Globe Specialty Metals Inc)
Right to Realize on Collateral and Enforce Guarantee. Anything contained in any of the Credit Financing Documents to the contrary notwithstanding, US Holdings, the Borrower, the Agents Collateral Agent and each Secured Party hereby agree that (i) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guarantee, it being understood and agreed that all powers, rights and remedies hereunder may be exercised solely by the Administrative Collateral Agent, on behalf of the Lenders Secured Parties in accordance with the terms hereof and all powers, rights and remedies under the Security Documents and Guarantee may be exercised solely by the Collateral Agent, on behalf of the Secured Parties, and (ii) in the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Collateral Agent or any Secured Party may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Collateral Agent, as agent for and representative of the Secured Parties (but not any Lender Secured Party or Lenders Secured Parties in its or their respective individual capacities unless Required Lenders Secured Parties shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Secured Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Agent at such sale or other disposition.
Appears in 2 contracts
Samples: Credit Agreement (Energy Future Intermediate Holding CO LLC), Collateral Agency and Intercreditor Agreement (Energy Future Holdings Corp /TX/)
Right to Realize on Collateral and Enforce Guarantee. Anything contained in any of the Credit Loan Documents to the contrary notwithstanding, US Holdings, the Borrower, the Agents Agents, and each Secured Party hereby agree that (i) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guarantee, it being understood and agreed that all powers, rights rights, and remedies hereunder may be exercised solely by the Administrative Agent or the Collateral Agent, as applicable, on behalf of the Lenders Secured Parties in accordance with the terms hereof and all powers, rights rights, and remedies under the Security Collateral Documents and Guarantee may be exercised solely by the Collateral Agent, on behalf of the Secured Parties, and (ii) in the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Collateral Agent or any Secured Party Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Collateral Agent, as agent for and representative of the Secured Parties (but not any Lender or Lenders in its or their respective individual capacities unless Required Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Agent at such sale or other disposition.
Appears in 2 contracts
Samples: Second Lien Loan Agreement (SunOpta Inc.), Second Lien Loan Agreement (SunOpta Inc.)
Right to Realize on Collateral and Enforce Guarantee. Anything contained in any of the Credit Financing Documents to the contrary notwithstanding, US Holdings, the Borrower, the Agents Collateral Agent and each Secured Party hereby agree that (i) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guarantee, it being understood and agreed that all powers, rights and remedies hereunder may be exercised solely by the Administrative Collateral Agent, on behalf of the Lenders Secured Parties in accordance with the terms hereof and all powers, rights and remedies under the Security Documents and the Guarantee may be exercised solely by the Collateral Agent, on behalf of the Secured Parties, Agent and (ii) in the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Collateral Agent or any Secured Party may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Collateral Agent, as agent for and representative of the Secured Parties (but not any Lender Secured Party or Lenders Secured Parties in its or their respective individual capacities unless Required Lenders Secured Parties shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Secured Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Agent at such sale or other disposition.
Appears in 2 contracts
Samples: Collateral Agency and Intercreditor Agreement, Collateral Agency and Intercreditor Agreement (Energy Future Holdings Corp /TX/)
Right to Realize on Collateral and Enforce Guarantee. Anything contained in any of the Credit Documents to the contrary notwithstanding, US Holdings, the Borrower, the Agents Collateral Agent and each Secured Party hereby agree that (ia) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guarantee, ; it being understood and agreed that all powers, rights and remedies hereunder may be exercised solely by the Administrative Collateral Agent, on behalf of the Lenders Secured Parties in accordance with the terms hereof and all powers, rights and remedies under the Security Documents and Guarantee may be exercised solely by the Collateral Agent, on behalf of the Secured Parties, and (iib) in the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Collateral Agent or any Secured Party Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Collateral Agent, as agent for and representative of the Secured Parties (but not any Lender or Lenders in its or their respective individual capacities unless Required Majority Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Agent at such sale or other disposition.
Appears in 2 contracts
Samples: Credit Agreement (California Resources Corp), Credit Agreement (California Resources Corp)
Right to Realize on Collateral and Enforce Guarantee. Anything contained in any of the Credit Documents to the contrary notwithstanding, US Holdings, the BorrowerBorrowers, the Agents and each Secured Party hereby agree that (i) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guarantee, it being understood and agreed that all powers, rights and remedies hereunder may be exercised solely by the Administrative Agent, on behalf of the Lenders in accordance with the terms hereof and all powers, rights and remedies under the Security Collateral Documents and Guarantee may be exercised solely by the Collateral Agent, Agent on behalf of the Secured Parties, and (ii) in the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Collateral Agent or any Secured Party Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Collateral Agent, as agent for and representative of the Secured Parties (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Agent at such sale or other disposition.
Appears in 2 contracts
Samples: Credit Agreement (Laureate Education, Inc.), Credit Agreement (Laureate Education, Inc.)
Right to Realize on Collateral and Enforce Guarantee. Anything contained in any of the Credit Documents to the contrary notwithstanding, US Holdings, the Borrower, the Agents Administrative Agent and each Secured Party hereby agree that (ia) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guarantee, it being understood and agreed that all powers, rights and remedies hereunder may be exercised solely by the Administrative Agent, on behalf of the Lenders Secured Parties in accordance with the terms hereof and all powers, rights and remedies under the Security Documents and Guarantee may be exercised solely by the Collateral Administrative Agent, on behalf of the Secured Parties, and (iib) in the event of a foreclosure by the Collateral Administrative Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Collateral Administrative Agent or any Secured Party Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Collateral Administrative Agent, as agent for and representative of the Secured Parties (but not any Lender or Lenders in its or their respective individual capacities unless Required the Majority Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Administrative Agent at such sale or other disposition.
Appears in 2 contracts
Samples: Credit Agreement (Kimbell Royalty Partners, LP), Credit Agreement (Kimbell Royalty Partners, LP)
Right to Realize on Collateral and Enforce Guarantee. Anything contained in any of the Credit Loan Documents to the contrary notwithstanding, US Holdings, the Borrower, the Agents Administrative Agent and each Secured Party hereby agree that (i) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guarantee, it being understood and agreed that all powers, rights and remedies hereunder and under any of the Loan Documents may be exercised solely by Administrative Agent, as applicable, for the benefit of the Secured Parties in accordance with the terms hereof and thereof and all powers, rights and remedies under the Loan Documents may be exercised solely by the Administrative Agent, on behalf as applicable, for the benefit of the Lenders Secured Parties in accordance with the terms hereof and all powers, rights and remedies under the Security Documents and Guarantee may be exercised solely by the Collateral Agent, on behalf of the Secured Partiesthereof, and (ii) in the event of a foreclosure or similar enforcement action by the Collateral Administrative Agent on any of the Collateral pursuant to a public or private sale or other dispositiondisposition (including pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or otherwise of the Bankruptcy Code), the Collateral Administrative Agent (or any Secured Party Lender, except with respect to a “credit bid” pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or otherwise of the Bankruptcy Code), may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Collateral Administrative Agent, as agent for and representative of the Secured Parties (but not any Lender or Lenders in its or their respective individual capacities unless Required Lenders shall otherwise agree in writingcapacities) shall be entitled, upon instructions from Required Lenders, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public salesale or disposition, to use and apply any of the Loan Document Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Administrative Agent at such sale or other disposition.
Appears in 2 contracts
Samples: Credit Agreement (Holley Inc.), Credit Agreement (Holley Inc.)
Right to Realize on Collateral and Enforce Guarantee. Anything contained in any of the Credit Loan Documents to the contrary notwithstanding, US Holdings, the Borrower, the Agents and each Secured Party hereby agree that (ia) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guarantee, ; it being understood and agreed that all powers, rights and remedies hereunder may be exercised solely by the Administrative Agent, on behalf of the Lenders Secured Parties in accordance with the terms hereof and all powers, rights and remedies under the Security Documents and Guarantee may be exercised solely by the Collateral Agent, on behalf of the Secured Parties, and (iib) in the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Collateral Agent or any Secured Party Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Collateral Agent, as agent for and representative of the Secured Parties (but not any Lender or Lenders in its or their respective individual capacities unless Required Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Agent at such sale or other disposition.
Appears in 2 contracts
Samples: Credit Agreement (Samson Resources Corp), Second Lien Term Loan Credit Agreement (Samson Holdings, Inc.)
Right to Realize on Collateral and Enforce Guarantee. Anything contained in any of the Credit Loan Documents to the contrary notwithstanding, US Holdingsthe Borrowers, the BorrowerAgents, the Agents and each Secured Party hereby agree that (i) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guarantee, it being understood and agreed that all powers, rights rights, and remedies hereunder may be exercised solely by the Administrative Agent, on behalf of the Lenders in accordance with the terms hereof Secured Parties and all powers, rights rights, and remedies under the Security Senior Secured Debt Documents and Guarantee may be exercised solely by the Master Collateral Agent, on behalf of in each case to the extent permitted by applicable law and in accordance with the terms hereof, the other Loan Documents and the other Senior Secured PartiesDebt Documents, and (ii) in the event of a foreclosure by the Master Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Master Collateral Agent or any Secured Party Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Master Collateral Agent, as agent for and representative of the Secured Parties (but not any Lender or Lenders in its or their respective individual capacities unless Required Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by the Master Collateral Agent at such sale or other disposition.
Appears in 1 contract
Samples: Term Loan Credit and Guaranty Agreement (American Airlines, Inc.)
Right to Realize on Collateral and Enforce Guarantee. Anything contained in any of the Credit Loan Documents to the contrary notwithstanding, US Holdings, the Borrower, the Agents Administrative Agent, and each Secured Party hereby agree that (i) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guarantee, it being understood and agreed that all powers, rights and remedies hereunder and under any of the Loan Documents may be exercised solely by Administrative Agent, as applicable, for the benefit of the Secured Parties in accordance with the terms hereof and thereof and all powers, rights and remedies under the Loan Documents may be exercised solely by the Administrative Agent, on behalf as applicable, for the benefit of the Lenders Secured Parties in accordance with the terms hereof and all powers, rights and remedies under the Security Documents and Guarantee may be exercised solely by the Collateral Agent, on behalf of the Secured Partiesthereof, and (ii) in the event of a foreclosure or similar enforcement action by the Collateral Administrative Agent on any of the Collateral pursuant to a public or private sale or other dispositiondisposition (including, without limitation, pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or otherwise of the Bankruptcy Code), the Collateral Administrative Agent (or any Secured Party Lender, except with respect to a “credit bid” pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or otherwise of the Bankruptcy Code), may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Collateral Administrative Agent, as agent for and representative of the Secured Parties (but not any Lender or Lenders in its or their respective individual capacities unless Required Lenders shall otherwise agree in writingcapacities) shall be entitled, entitled for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public salesale or disposition, to use and apply any of the Secured Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Administrative Agent at such sale or other disposition.
Appears in 1 contract
Samples: Credit Agreement (Zix Corp)
Right to Realize on Collateral and Enforce Guarantee. Anything contained in any of the Credit Documents to the contrary notwithstanding, US Holdings, the Borrower, the Agents Agents, and each Secured Party hereby agree that (i) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guarantee, it being understood and agreed that all powers, rights rights, and remedies hereunder may be exercised solely by the Administrative Agent, on behalf of the Lenders Secured Parties in accordance with the terms hereof and all powers, rights rights, and remedies under the Security Documents and Guarantee may be exercised solely by the Collateral Agent, on behalf of Agent (subject to the Secured PartiesSecond Lien Intercreditor Agreement), and (ii) in the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Collateral Agent or any Secured Party Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Collateral Agent, as agent for and representative of the Secured Parties (but not any Lender or Lenders in its or their respective individual capacities unless Required Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Agent at such sale or other disposition.
Appears in 1 contract
Samples: Second Lien Credit Agreement (Aveanna Healthcare Holdings, Inc.)
Right to Realize on Collateral and Enforce Guarantee. (a) Anything contained in any of the Credit Documents to the contrary notwithstanding, US Holdings, the Borrower, the Agents and each Secured Party hereby agree that (ia) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guarantee, it being understood and agreed that all powers, rights and remedies hereunder may be exercised solely by the Administrative Agent, on behalf of the Lenders Secured Parties in accordance with the terms hereof and all powers, rights and remedies under the Security Documents and Guarantee may be exercised solely by the Collateral Agent, on behalf of the Secured Parties, and (iib) in the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Collateral Agent or any Secured Party Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Collateral Agent, as agent for and representative of the Secured Parties (but not any Lender or Lenders in its or their respective individual capacities unless Required the Majority Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Agent at such sale or other disposition.
Appears in 1 contract
Samples: Credit Agreement (EP Energy Corp)
Right to Realize on Collateral and Enforce Guarantee. Anything contained in any of the Credit Note Purchase Documents to the contrary notwithstanding, US Holdingsthe Company, the Borrower, the Agents Agent and each Secured Party Holder hereby agree that (i) no Secured Party Holder shall have any right individually to realize upon any of the Collateral or to enforce any guarantee or exercise any other remedy provided under the GuaranteeNote Purchase Documents, it being understood and agreed that all powers, rights and remedies hereunder may be exercised solely by Agent (acting at the Administrative Agentwritten direction of the Required Holders), on behalf of the Lenders Holders in accordance with the terms hereof and all powers, rights and remedies under this Agreement and the Security Documents and Guarantee may be exercised solely by Agent (acting at the Collateral Agent, on behalf written direction of the Secured PartiesRequired Holders), and (ii) in the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other dispositionsale, the Collateral Agent or any Secured Party its nominee may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Collateral Agent, as agent for and representative of the Secured Parties Holders (but not any Lender Holder or Lenders Holders in its or their respective individual capacities unless the Required Lenders Holders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations arising under the Note Purchase Documents as a credit on account of the purchase price for any collateral payable by the Collateral Agent at such sale or other dispositionsale.
Appears in 1 contract
Samples: Senior Secured Super Priority Debtor in Possession Note Purchase Agreement (Real Industry, Inc.)
Right to Realize on Collateral and Enforce Guarantee. Anything contained in any of the Credit Documents to the contrary notwithstanding, US Holdings, the Borrower, the Agents Administrative Agent and each Secured Party hereby agree that (ia) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guarantee, ; it being understood and agreed that all powers, rights and remedies hereunder (other than the right of setoff) may be exercised solely by the Administrative Agent, on behalf of the Lenders Secured Parties in accordance with the terms hereof and all powers, rights and remedies under the Security Documents and Guarantee may be exercised solely by the Collateral Administrative Agent, on behalf of the Secured Parties, and (iib) in the event of a foreclosure by the Collateral Administrative Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Collateral Administrative Agent or any Secured Party Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Collateral Administrative Agent, as agent for and representative of the Secured Parties (but not any Lender or Lenders in its or their respective individual capacities unless Required Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Administrative Agent at such sale or other disposition.
Appears in 1 contract
Right to Realize on Collateral and Enforce Guarantee. Anything contained in any of the Credit Documents to the contrary notwithstanding, US Holdings, the Borrower, the Agents Administrative Agent and each Secured Party hereby agree that (ia) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guarantee, ; it being understood and agreed that all powers, rights and remedies hereunder may be exercised solely by the Administrative Agent, on behalf of the Lenders Secured Parties in accordance with the terms hereof and all powers, rights and remedies under the Security Documents and Guarantee may be exercised solely by the Collateral Administrative Agent, on behalf of the Secured Parties, and (iib) in the event of a foreclosure by the Collateral Administrative Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Collateral Administrative Agent or any Secured Party Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Collateral Administrative Agent, as agent for and representative of the Secured Parties (but not any Lender or Lenders in its or their respective individual capacities unless Required Majority Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the First Out Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Administrative Agent at such sale or other disposition.
Appears in 1 contract
Right to Realize on Collateral and Enforce Guarantee. Anything contained in any of the Credit Documents to the contrary notwithstanding, US Holdings, the Borrower, the Agents and each Secured Party hereby agree that (i) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guarantee, it being understood and agreed that all powers, rights and remedies hereunder and under the Guarantee may be exercised solely by the Administrative Agent or Collateral Agent, on behalf of the Lenders Secured Parties in accordance with the terms hereof and thereof and all powers, rights and remedies under the Security Documents and Guarantee may be exercised solely by the Collateral Trustee and the Collateral Agent, in each case, on behalf of the Secured Parties, and (ii) in the event of a foreclosure by the Collateral Agent Representative on any of the Collateral pursuant to a public or private sale or other disposition, the Collateral Agent Representative or any Secured Party may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and each of the Collateral Trustee and the Collateral Agent, as agent for and representative of the Secured Parties (but not any Lender L/C Issuer or Lenders L/C Issuers in its or their respective individual capacities unless the Required Lenders L/C Issuers shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Agent Representative at such sale or other disposition.
Appears in 1 contract
Samples: Letter of Credit Facility Agreement (Talen Energy Corp)
Right to Realize on Collateral and Enforce Guarantee. Anything contained in any of the Credit Senior Finance Documents to the contrary notwithstanding, US Holdingsnotwithstanding (other than the Intercreditor Agreement), the BorrowerObligors, the Agents and each Secured Senior Finance Party hereby agree that (i) no Secured Senior Finance Party shall have any right individually to realize upon any of the Collateral or to enforce the Guarantee, it being understood and agreed that all powers, rights and remedies hereunder may be exercised solely by the Administrative Agent, on behalf of the Lenders Senior Finance Parties in accordance with the terms hereof and all powers, rights and remedies under the Security Documents and Guarantee may be exercised solely by the Collateral Security Agent, on behalf of the Secured Parties, and (ii) in the event of a foreclosure by the Collateral Security Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Collateral Security Agent or any Secured Party Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition disposition, and the Collateral Security Agent, as agent for and representative of the Secured Senior Finance Parties (but not any Lender or Lenders in its or their respective individual capacities unless Required Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Security Agent at such sale or other disposition.
Appears in 1 contract
Right to Realize on Collateral and Enforce Guarantee. Anything contained in any of the Credit Loan Documents to the contrary notwithstanding, US Holdings, the Borrower, the Agents Administrative Agent, the Collateral Agent and each Secured Party hereby agree that (i) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the any Guarantee, it being understood and agreed that all powers, rights and remedies hereunder may be exercised solely by the Administrative Agent, on behalf of the Lenders a Secured Party in accordance with the terms hereof and all powers, rights and remedies under the Security Collateral Documents and Guarantee may be exercised solely by the Collateral Agent, on behalf of the Secured Parties, Agent and (ii) in the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other dispositionsale, the Collateral Agent or any Secured Party may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Collateral Agent, as agent for and representative of the Secured Parties (but not any Lender or Lenders in its or their respective individual capacities unless Required Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Agent at such sale or other dispositionsale.
Appears in 1 contract
Right to Realize on Collateral and Enforce Guarantee. Anything contained in any of the Credit Documents to the contrary notwithstanding, US Holdingsthe Borrowers, the BorrowerAgents, the Agents and each Secured Party hereby agree that (i) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guarantee, it being understood and agreed that all powers, rights rights, and remedies hereunder may be exercised solely by the Administrative Agent, on behalf of the Lenders Secured Parties in accordance with the terms hereof and all powers, rights rights, and remedies under the Security Documents and Guarantee may be exercised solely by the Collateral Agent, on behalf of Agent (subject to the Secured PartiesSecond Lien Intercreditor Agreement), and (ii) in the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Collateral Agent or any Secured Party Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Collateral Agent, as agent for and representative of the Secured Parties (but not any Lender or Lenders in its or their respective individual capacities unless Required Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Agent at such sale or other disposition.
Appears in 1 contract
Samples: Second Lien Credit Agreement (Aveanna Healthcare Holdings, Inc.)
Right to Realize on Collateral and Enforce Guarantee. Anything contained in any of the Credit Documents to the contrary notwithstanding, US Holdings, the Borrower, the Agents Collateral Agent and each 2017 Secured Party hereby agree that (ia) no 2017 Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guarantee, ; it being understood and agreed that all powers, rights and remedies hereunder may be exercised solely by the Administrative Collateral Agent, on behalf of the Lenders Secured Parties in accordance with the terms hereof and all powers, rights and remedies under the Security Documents and Guarantee may be exercised solely by the Collateral Agent, on behalf of the Secured Parties, and (iib) in the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Collateral Agent or any Secured Party Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Collateral Agent, as agent for and representative of the Secured Parties (but not any Lender or Lenders in its or their respective individual capacities unless Required Majority Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Agent at such sale or other disposition.
Appears in 1 contract
Right to Realize on Collateral and Enforce Guarantee. Anything contained in any of the Credit Documents to the contrary notwithstanding, US Holdings, the Borrower, the Agents Agents, and each Secured Party hereby agree that (i) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guarantee, it being understood and agreed that all powers, rights rights, and remedies hereunder may be exercised solely by the Administrative Agent, on behalf of the Lenders in accordance with the terms hereof and all powers, rights and remedies under the Security Documents and Guarantee may be exercised solely by the Collateral Agent, on behalf of the Secured PartiesParties in accordance with the terms hereof and all powers, rights, and remedies under the Security Documents may be exercised solely by the Collateral Agent, and (ii) in the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Collateral Agent or any Secured Party Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Collateral Agent, as agent for and representative of the Secured Parties (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Agent at such sale or other disposition.
Appears in 1 contract
Samples: Second Lien Credit Agreement (HireRight GIS Group Holdings, LLC)
Right to Realize on Collateral and Enforce Guarantee. Anything contained in any of the Credit Loan Documents to the contrary notwithstanding, US Holdings, the Borrower, the Agents Administrative Agent and each Secured Party Lender hereby agree that (i) no Secured Party Lender shall have any right individually to realize upon any of the Collateral or to enforce the GuaranteeCollateral Documents, it being understood and agreed that all powers, rights and remedies hereunder and under the Collateral Documents may be exercised solely by the Administrative Agent, Collateral Agent on behalf of the Lenders in accordance with the terms hereof and all powers, rights and remedies under the Security Documents and Guarantee may be exercised solely by the Collateral Agent, on behalf of the Secured PartiesDocuments, and (ii) in the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Collateral Administrative Agent or any Secured Party Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Collateral Agent, as agent for and representative of the Secured Parties Lenders (but not any Lender or Lenders in its or their respective individual capacities unless Required the Majority Lenders shall otherwise agree in writing) ), shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Agent at such sale or other disposition.
Appears in 1 contract
Right to Realize on Collateral and Enforce Guarantee. Anything contained in any of the Credit Documents Document to the contrary notwithstanding, US Holdings, the Borrower, the Agents Agent and each Secured Party hereby agree that (ia) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Obligations Guarantee, ; it being understood and agreed that all powers, rights and remedies hereunder may be exercised solely by the Administrative Agent, on behalf of the Lenders Secured Parties in accordance with the terms hereof and all powers, rights and remedies under the Security Documents and the Obligations Guarantee may be exercised solely by the Collateral Agent, on behalf of the Secured Parties, and (iib) in the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other dispositionDisposition, the Collateral Agent or any Secured Party Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition Disposition and the Collateral Agent, as agent for and representative of the Secured Parties (but not any Lender or Lenders in its or their respective individual capacities unless Required Majority Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations Obligation as a credit on account of the purchase price for any collateral Collateral payable by the Collateral Agent at such sale or other dispositionDisposition.
Appears in 1 contract
Right to Realize on Collateral and Enforce Guarantee. Anything contained in any of the Credit Documents to the contrary notwithstanding, US Holdings, the Borrower, the Agents Administrative Agent and each Secured Party hereby agree that (ia) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guarantee, ; it being understood and agreed that all powers, rights and remedies hereunder may be exercised solely by the Administrative Agent, on behalf of the Lenders Secured Parties in accordance with the terms hereof and all powers, rights and remedies under the Security Documents and the Guarantee may be exercised solely by the Collateral Administrative Agent, on behalf of the Secured Parties, and (iib) in the event of a foreclosure by the Collateral Administrative Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Collateral Administrative Agent or any Secured Party Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Collateral Administrative Agent, as agent for and representative of the Secured Parties (but not any Lender or Lenders in its or their respective individual capacities unless Required Majority Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Administrative Agent at such sale or other disposition.. [CREDIT AGREEMENT]
Appears in 1 contract
Right to Realize on Collateral and Enforce Guarantee. Anything contained in any of the Credit Loan Documents to the contrary notwithstanding, US HoldingsOpco, the Borrower, the Agents Administrative Agent and each Secured Party hereby agree that (i) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guarantee, it being understood and agreed that all powers, rights rights, and remedies hereunder may be exercised solely by the Administrative Agent, on behalf of the Lenders Secured Parties, in accordance with the terms hereof and all powers, rights rights, and remedies under the Security Documents and Guarantee may be exercised solely by the Collateral Administrative Agent, on behalf of the Secured Parties, and (ii) in the event of a foreclosure by the Collateral Administrative Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Collateral Administrative Agent or any Secured Party Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Collateral Administrative Agent, as agent for and representative of the Secured Parties (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Administrative Agent at such sale or other disposition.
Appears in 1 contract
Samples: Credit Agreement (KKR Real Estate Finance Trust Inc.)
Right to Realize on Collateral and Enforce Guarantee. Anything contained in any of the Credit Loan Documents to the contrary notwithstanding, US Holdings, the Borrower, the Agents and each Secured Party hereby agree that (ia) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guarantee, ; it being understood and agreed that all powers, rights and remedies hereunder may be exercised solely by the Administrative Agent, on behalf of the Lenders Secured Parties in accordance with the terms hereof and all powers, rights and remedies under the Security Collateral Documents and Guarantee may be exercised solely by the Collateral Agent, on behalf of the Secured Parties, and (iib) in the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Collateral Agent or any Secured Party Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Collateral Agent, as agent for and representative of the Secured Parties (but not any Lender or Lenders in its or their respective individual capacities unless Required Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Agent at such sale or other disposition.
Appears in 1 contract
Right to Realize on Collateral and Enforce Guarantee. Anything contained in any of the Credit Documents to the contrary notwithstanding, US Holdings, the Borrower, the Agents and each Secured Party hereby agree that (i) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guarantee, it being understood and agreed that all powers, rights and remedies hereunder and under the Guarantee may be exercised solely by the Administrative Agent, on behalf of the Lenders Secured Parties in accordance with the terms hereof and thereof and all powers, rights and remedies under the Security Documents and Guarantee may be exercised solely by the Collateral Agent, Agent on behalf of the Secured Parties, and (ii) in the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other dispositionDisposition, the Collateral Agent or any Secured Party may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition Disposition and the Collateral Agent, as agent for and representative of the Secured Parties (but not any Lender or Lenders in its or their respective individual capacities unless Required Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Agent at such sale or other dispositionDisposition.
Appears in 1 contract
Samples: Superpriority Secured Debtor in Possession Credit Agreement (Avaya Holdings Corp.)
Right to Realize on Collateral and Enforce Guarantee. Anything contained in any of the Credit Documents to the contrary notwithstanding, US Holdings, the The Borrower, the Agents and each Secured Party hereby agree that (ia) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guarantee, it being understood and agreed that all powers, rights and remedies hereunder may be exercised solely by the Administrative Agent, on behalf of the Lenders Secured Parties in accordance with the terms hereof and all powers, rights and remedies under the Security Documents and Guarantee may be exercised solely by the Collateral Agent, on behalf of the Secured Parties, and (iib) in the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Collateral Agent or any Secured Party Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Collateral Agent, as agent for and representative of the Secured Parties (but not any Lender or Lenders in its or their respective individual capacities unless Required the Majority Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Agent at such sale or other disposition.
Appears in 1 contract
Samples: Senior Secured Term Loan Credit Agreement (Lilis Energy, Inc.)
Right to Realize on Collateral and Enforce Guarantee. Anything contained in any of the Credit Documents Document to the contrary notwithstanding, US Holdings, the Borrower, the Agents Administrative Agent and each Secured Party hereby agree that (ia) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guarantee, ; it being understood and agreed that all powers, rights and remedies hereunder may be exercised solely by the Administrative Agent, on behalf of the Lenders Secured Parties in accordance with the terms hereof and all powers, rights and remedies under the Security Documents and the Guarantee may be exercised solely by the Collateral Administrative Agent, on behalf of the Secured Parties, and (iib) in the event of a foreclosure by the Collateral Administrative Agent on any of the Collateral pursuant to a public or private sale or other dispositionDisposition, the Collateral Administrative Agent or any Secured Party Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition Disposition and the Collateral Administrative Agent, as agent for and representative of the Secured Parties (but not any Lender or Lenders in its or their respective individual capacities unless Required Majority Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations Obligation as a credit on account of the purchase price for any collateral Collateral payable by the Collateral Administrative Agent at such sale or other dispositionDisposition.
Appears in 1 contract
Right to Realize on Collateral and Enforce Guarantee. Anything contained in any of the Credit Documents to the contrary notwithstanding, US Holdings, the Borrower, the Agents and each Secured Party hereby agree that (i) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guarantee, it being understood and agreed that all powers, rights and remedies hereunder may be exercised solely by the Administrative Agent, on behalf of the Lenders in accordance with the terms hereof and all powers, rights and remedies under the Security Documents and Guarantee may be exercised solely by the Collateral Agent, on behalf of the Secured Parties, and (ii) in the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Collateral Agent or any Secured Party may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Collateral Agent, as agent for and representative of the Secured Parties (but not any Lender or Lenders in its or their respective individual capacities unless Required Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Agent at such sale or other disposition.
Appears in 1 contract
Right to Realize on Collateral and Enforce Guarantee. Anything contained in any of the Credit Documents to the contrary notwithstanding, US Holdings, the Borrower, the Agents Agents, and each Secured Party hereby agree that (i) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guarantee, it being understood and agreed that all powers, rights rights, and remedies hereunder may be exercised solely by the Administrative Agent, on behalf of the Lenders Secured Parties in accordance with the terms hereof and all powers, rights rights, and remedies under the Security Documents and Guarantee may be exercised solely by the Collateral Agent, on behalf of the Secured Parties, and (ii) in the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Collateral Agent or any Secured Party Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Collateral Agent, as agent for and representative of the Secured Parties (but not any Lender or Lenders in its or their respective individual capacities unless Required Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Agent at such sale or other disposition.
Appears in 1 contract
Right to Realize on Collateral and Enforce Guarantee. Anything contained in any of the Credit Loan Documents to the contrary notwithstanding, US Holdingsthe Administrative Agent, the Borrower, the Agents Collateral Agent and each Secured Party hereby agree that (i) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guarantee, it being understood and agreed that all powers, rights and remedies hereunder and under any of the Loan Documents may be exercised solely by the Administrative Agent or the Collateral Agent, on behalf as applicable, for the benefit of the Lenders Secured Parties in accordance with the terms hereof and thereof and all powers, rights and remedies under the Security Documents and Guarantee may be exercised solely by the Collateral Agent, on behalf Agent for the benefit of the Secured PartiesParties in accordance with the terms thereof, and (ii) in the event of a foreclosure or similar enforcement action by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other dispositiondisposition (including, without limitation, pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or otherwise of the Bankruptcy Code), the Collateral Agent (or any Secured Party Lender, except with respect to a “credit bid” pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or otherwise of the Bankruptcy Code) may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Collateral Agent, as agent for and representative of the Secured Parties (but not any Lender or Lenders in its or their respective individual capacities unless Required Lenders shall otherwise agree in writingcapacities) shall be entitled, upon instructions from the Required Lenders, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public salesale or disposition, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Agent at such sale or other disposition.
Appears in 1 contract
Right to Realize on Collateral and Enforce Guarantee. Anything contained in any of the Credit Documents to the contrary notwithstanding, US Holdings, the Borrower, the Agents and each Secured Party hereby agree that (ia) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guarantee, it being understood and agreed that all powers, rights and remedies hereunder may be exercised solely by the Administrative Collateral Agent, on behalf of the Lenders Secured Parties in accordance with the terms hereof and all powers, rights and remedies under the Security Documents and Guarantee may be exercised solely by the Collateral Agent, on behalf of the Secured Parties, and (iib) in the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Collateral Agent or any Secured Party Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Collateral Agent, as agent for and representative of the Secured Parties (but not any Lender or Lenders in its or their respective individual capacities unless Required the Majority Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Agent at such sale or other disposition.
Appears in 1 contract
Right to Realize on Collateral and Enforce Guarantee. Anything contained in any of the Credit Documents to the contrary notwithstanding, US Holdings, the Borrower, the Agents Administrative Agent and each Secured Party hereby agree that (ia) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guarantee, ; it being understood and agreed that all powers, rights and remedies hereunder may be exercised solely by the Administrative Agent, on behalf of the Lenders Secured Parties in accordance with the terms hereof and all powers, rights and remedies under the Security Documents and the Guarantee may be exercised solely by the Collateral Administrative Agent, on behalf of the Secured Parties, and (iib) in the event of a foreclosure by the Collateral Administrative Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Collateral Administrative Agent or any Secured Party Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Collateral Administrative Agent, as agent for and representative of the Secured Parties (but not any Lender or Lenders in its or their respective individual capacities unless Required Majority Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Administrative Agent at such sale or other disposition.. 10-Q
Appears in 1 contract
Right to Realize on Collateral and Enforce Guarantee. Anything contained in any of the Credit Documents to the contrary notwithstanding, US Holdings, the Borrower, the Agents and each Secured Party hereby agree that (i) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guarantee, it being understood and agreed that all powers, rights and remedies hereunder may be exercised solely by the Administrative Agent, on behalf of the Lenders in accordance with the terms hereof and all powers, rights and remedies under the Security Collateral Documents and Guarantee may be exercised solely by the Collateral Agent, Agent on behalf of the Secured Parties, and (ii) in the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Collateral Agent or any Secured Party Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Collateral Agent, as agent for and representative of the Secured Parties (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit US-DOCS\144294102.18 on account of the purchase price for any collateral payable by the Collateral Agent at such sale or other disposition.
Appears in 1 contract
Right to Realize on Collateral and Enforce Guarantee. Anything contained in any of the Credit Documents to the contrary notwithstanding, US Holdings, the Borrower, the Agents Administrative Agent and each Secured Party hereby agree that (ia) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guarantee, ; it being understood and agreed that all powers, rights and remedies hereunder may be exercised solely by the Administrative Agent, on behalf of the Lenders Secured Parties in accordance with the terms hereof and all powers, rights and remedies under the Security Documents and Guarantee may be exercised solely by the Collateral Administrative Agent, on behalf of the Secured Parties, and (iib) in the event of a foreclosure by the Collateral Administrative Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Collateral Administrative Agent or any Secured Party Lender may be the purchaser or licensor of any or all of such Collateral 121 at any such sale or other disposition and the Collateral Administrative Agent, as agent for and representative of the Secured Parties (but not any Lender or Lenders in its or their respective individual capacities unless Required Majority Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Administrative Agent at such sale or other disposition.
Appears in 1 contract
Samples: Credit Agreement
Right to Realize on Collateral and Enforce Guarantee. Anything contained in any of the Credit Loan Documents to the contrary notwithstanding, US Holdings, the Borrower, the Agents Administrative Agent, Collateral Agent and each Secured Party hereby agree that (i) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the any Guarantee, it being understood and agreed that all powers, rights and remedies hereunder may be exercised solely by the Administrative Agent, on behalf of the Lenders a Secured Party in accordance with the terms hereof and all powers, rights and remedies under the Security Collateral Documents and Guarantee may be exercised solely by the Collateral Agent, on behalf of the Secured Parties, Agent and (ii) in the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other dispositionsale, the Collateral Agent or any Secured Party may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Collateral Agent, as agent for and representative of the Secured Parties (but not any Lender or Lenders in its or their respective individual capacities unless Required Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Agent at such sale or other dispositionsale.
Appears in 1 contract
Samples: Credit Agreement (Spansion Inc.)
Right to Realize on Collateral and Enforce Guarantee. Anything contained in any of the Credit Loan Documents to the contrary notwithstanding, US Holdings, the Borrower, the Agents Administrative Agent, the Collateral Agent and each Secured Party hereby agree that (i) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the any Guarantee, it being understood and agreed that all powers, rights and remedies hereunder may be exercised solely by the Administrative Agent, on behalf of the Lenders a Secured Party in accordance with the terms hereof and all powers, rights and remedies under the Security Collateral Documents and Guarantee may be exercised solely by the Collateral Agent, on behalf of the Secured Parties, Agent and (ii) in the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other dispositionsale, the Collateral Agent or any Secured Party may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Collateral Agent, as agent for and representative of the Secured Parties (but not any Lender or Lenders in its or their respective individual capacities unless Required Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Agent at such sale or other dispositionsale.
Appears in 1 contract
Samples: Amendment and Restatement Agreement (Spansion Inc.)