RIGHTS AND LIMITATIONS APPLICABLE TO THE FIRST LIEN SECURED PARTIES Sample Clauses

RIGHTS AND LIMITATIONS APPLICABLE TO THE FIRST LIEN SECURED PARTIES. 6.2.1 The First Lien Secured Parties may at any time and from time to time, without the consent of or notice to any Second Lien Secured Party, without incurring any responsibility or liability to any Second Lien Secured Party and without in any manner prejudicing, affecting or impairing the ranking or priority of the Liens and the security interests in the Collateral created by the First Lien Security Documents or the rights and obligations of the Project Credit Parties hereunder, take (or instruct the Collateral Agent to take) any of the following, subject to the provisions of Section 5.2: (a) make loans and advances to the Borrower or issue, guaranty or obtain letters of credit for account of the Borrower or otherwise extend credit to the Borrower in any amount and on any terms, whether pursuant to a commitment or as a discretionary advance and whether or not any default or Event of Default or failure of condition is then continuing; (b) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, compromise, accelerate, extend or, subject to Section 10.14, refinance any First Lien Secured Obligations or any agreement, guaranty, Lien or obligation of the Borrower or any other Person in any manner related thereto, or otherwise amend, supplement or change in any manner any First Lien Secured Obligations or Liens securing First Lien Secured Obligations or any such agreement, guaranty, Lien or obligation; (c) increase or reduce the amount of any First Lien Secured Obligation or the interest, premium, fees or other amounts payable in respect thereof; (d) release or discharge any First Lien Secured Obligation or any guaranty thereof or any agreement or obligation of the Borrower or any other Person with respect thereto; (e) take or fail to take any first priority Lien or any other collateral security for any First Lien Secured Obligation or take or fail to take any action which may be necessary or appropriate to ensure that any Lien securing a First Lien Secured Obligation or any other Lien upon any property is duly enforceable or perfected or entitled to priority as against any other Lien or to ensure that any proceeds of any property subject to any Lien are applied to the payment of any First Lien Secured Obligation or any other obligation secured thereby; (f) release, discharge or permit the lapse of any or all Liens securing a First Lien Secured Obligation or any other Liens upon any property at any time; (g) exercise o...
Sample 1Sample 2
AutoNDA by SimpleDocs
RIGHTS AND LIMITATIONS APPLICABLE TO THE FIRST LIEN SECURED PARTIES. 5.2.1 At all times until Discharge of all First Lien Secured Obligations, the Collateral Agent at the direction of the Required Secured Parties shall have, on behalf of the First Lien Secured Parties, the exclusive right to manage, perform and enforce the terms of the First Lien Security Documents with respect to all Shared Collateral and to exercise and enforce all privileges and rights thereunder according to its discretion and exercise of its business judgment, including, without limitation, the exclusive right to take the actions enumerated in clauses (a) through (j) of Section 5.1.1. In connection therewith, provided that each of the First Lien Secured Parties acts in good faith and otherwise in accordance with applicable law, each Second Lien Secured Party waives any and all rights to affect the method or challenge the appropriateness of any action by the First Lien Secured Parties and hereby consents to each of the First Lien Secured Parties exercising or not exercising such rights and remedies as if no Lien securing any Second Lien Secured Obligations existed, except only that the Second Lien Secured Parties reserve all rights granted by law (a) to request or receive notice of any sale of Shared Collateral in foreclosure of any Lien securing the First Lien Secured Obligations and (b) to redeem any Shared Collateral or enforce any right to claim, take or receive proceeds of Shared Collateral remaining after the Discharge of the First Lien Secured Obligations as provided in Section 5.1.3.
Sample 1
RIGHTS AND LIMITATIONS APPLICABLE TO THE FIRST LIEN SECURED PARTIES. 4.2.1 Subject to Sections 4.2.2 and 4.2.3, at all times until Discharge of all First Lien Secured Obligations, the Collateral Agent at the direction of the Required Secured Parties shall have the exclusive right to manage, perform and enforce the terms of the First Lien Security Documents with respect to all Shared Collateral and to exercise and enforce all privileges and rights thereunder according to its discretion and exercise of its business judgment, including, without limitation, the exclusive right to take the actions enumerated in clauses (a) through (j) of Section 4.1.1. Without limiting the generality of the foregoing, until Discharge of all First Lien Secured Obligations: (a) the Collateral Agent acting at the direction of the Required Secured Parties will have the sole right to adjust settlement of all insurance claims and condemnation awards in the event of any covered loss, theft or destruction or condemnation of any Collateral and all claims under insurance constituting Shared Collateral; (b) subject to Section 5.14 of the Disbursement Agreement, all proceeds of insurance on or constituting Shared Collateral and all condemnation awards resulting from a taking of any Shared Collateral will inure to the benefit of, and will be paid to, the First Lien Secured Parties; and (c) the Project Credit Parties with respect of each Class of Second Lien Secured Obligations will cooperate, if necessary and as reasonably requested by the Bank Agent, the 2014 Notes Indenture Trustee, the representatives for the holders of any Indebtedness under any Permitted Additional Senior Secured Debt Agreement or the Collateral Agent, in effecting the payment of insurance proceeds to the First Lien Secured Parties as described above. In connection therewith, each Second Lien Secured Party waives any and all rights to affect the method or challenge the appropriateness of any action by the First Lien Secured Parties and, subject to Sections 4.2.2 and 4.2.3, hereby consents to each of the First Lien Secured Parties exercising or not exercising such rights and remedies as if no lien securing any Second Lien Secured Obligations existed, except only that the Second Lien Secured Parties reserve all rights granted by law (i) to request or receive notice of any sale of Shared Collateral in foreclosure of any Lien securing the First Lien Secured Obligations and (ii) to redeem any Shared Collateral or enforce any right to claim, take or receive proceeds of Shared Collateral remai...
Sample 1

Related to RIGHTS AND LIMITATIONS APPLICABLE TO THE FIRST LIEN SECURED PARTIES

  • Amendments, etc. with Respect to the Obligations; Waiver of Rights The Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against the Guarantor, and without notice to or further assent by the Guarantor, any demand for payment of any of the Obligations made by the Administrative Agent or any Lender may be rescinded by the Administrative Agent or such Lender, and any of the Obligations continued, and the Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any Lender, and the Credit Agreement, any other Loan Document and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders, as the case may be) may deem advisable from time to time, and any guarantee or right of offset at any time held by the Administrative Agent or any Lender for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Obligations or for this Guarantee or any property subject thereto and the Guarantor hereby waives any defense based on any acts or omissions of the Administrative Agent or any Lender in the administration of the Obligations, any guarantee or other liability in respect thereof or any security for the Obligations or this Guarantee. When making any demand hereunder against the Guarantor, the Administrative Agent or any Lender may, but shall be under no obligation to, make a similar demand on the Borrower or any other guarantor, and any failure by the Administrative Agent or any Lender to make any such demand or to collect any payments from the Borrower or any such other guarantor or any release of the Borrower or such other guarantor shall not relieve the Guarantor of its obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Administrative Agent or any Lender against the Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

  • Reference to and Effect Upon the Credit Agreement (a) The Credit Agreement and the other Loan Documents shall remain in full force and effect, as amended hereby, and are hereby ratified and confirmed. (b) The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of Agent or any Lender under the Credit Agreement or any Loan Document, nor constitute a waiver or amendment of any provision of the Credit Agreement or any Loan Document, except as specifically set forth herein. Upon the effectiveness of this Amendment, each reference in the Credit Agreement to “this Credit Agreement,” “hereunder,” “hereof,” “herein” or words of similar import shall mean and be a reference to the Credit Agreement as amended hereby.

  • Reaffirmation of Loan Documents and Liens Except as amended and modified hereby, any and all of the terms and provisions of the Credit Agreement and the other Loan Documents shall remain in full force and effect and are hereby in all respects ratified and confirmed by each Credit Party. Each Credit Party hereby agrees that the amendments and modifications herein contained shall in no manner affect or impair the liabilities, duties and obligations of any Credit Party under the Credit Agreement and the other Loan Documents or the Liens securing the payment and performance thereof.

  • Reference to and Effect on the Credit Agreement and the Other Loan Documents (i) On and after the effective date of this Amendment, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import referring to the Credit Agreement and each reference in the other Loan Documents to the “Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement as amended hereby. (ii) Except as specifically amended by this Amendment, the Credit Agreement and the other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed. (iii) The execution, delivery and performance of this Amendment shall not, except as expressly provided herein, constitute a waiver of any provision of, or operate as a waiver of any right, power or remedy of Administrative Agent or any Lender under the Credit Agreement or any of the other Loan Documents.

  • REFERENCE TO THE CREDIT AGREEMENT (a) Upon the effectiveness of this First Amendment, each reference in the Credit Agreement to "this Agreement", "hereunder", or words of like import shall mean and be a reference to the Credit Agreement, as affected and amended hereby. (b) The Credit Agreement, as amended by the amendments referred to above, shall remain in full force and effect and is hereby ratified and confirmed.

  • Reference to and Effect on the Credit Agreement and the Loan Documents (a) On and after the effectiveness of this Amendment, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the Notes and each of the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement, as amended by this Amendment. (b) Each of the Credit Agreement, the Notes and each of the other Loan Documents, as specifically amended by this Amendment, is and shall continue to be in full force and effect and is hereby in all respects ratified and confirmed. Without limiting the generality of the foregoing, the Guaranty does and shall continue to guarantee the Guaranteed Obligations, in each case, as amended by this Amendment. (c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents. On and after the effectiveness of this Amendment, this Amendment shall for all purposes constitute a Loan Document.

  • Reference to the Effect on the Credit Agreement Upon the effectiveness of this Agreement, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein,” or words of similar import shall mean and be a reference to the Credit Agreement, as amended by this Agreement. Except as specifically amended above, the Credit Agreement, and all other Financing Documents (and all covenants, terms, conditions and agreements therein), shall remain in full force and effect, and are hereby ratified and confirmed in all respects by each Borrower.

  • Limitation of Vendor Indemnification and Similar Clauses This is a requirement of the TIPS Contract and is non-negotiable TIPS, a department of Region 8 Education Service Center, a political subdivision, and local government entity of the State of Texas, is prohibited from indemnifying third-parties (pursuant to the Article 3, Section 52 of the Texas Constitution) except as otherwise specifically provided for by law or as ordered by a court of competent jurisdiction. Article 3, Section 52 of the Texas Constitution states that "no debt shall be created by or on behalf of the State … " and the Texas Attorney General has opined that a contractually imposed obligation of indemnity creates a "debt" in the constitutional sense. Tex. Att'y Gen. Op. No. MW-475 (1982). Thus, contract clauses which require TIPS to indemnify Vendor, pay liquidated damages, pay attorney's fees, waive Vendor's liability, or waive any applicable statute of limitations must be deleted or qualified with ''to the extent permitted by the Constitution and Laws of the State of Texas." Does Vendor agree? Yes, I Agree TIPS, a department of Region 8 Education Service Center, a political subdivision, and local government entity of the State of Texas, does not agree to binding arbitration as a remedy to dispute and no such provision shall be permitted in this Agreement with TIPS. Vendor agrees that any claim arising out of or related to this Agreement, except those specifically and expressly waived or negotiated within this Agreement, may be subject to non-binding mediation at the request of either party to be conducted by a mutually agreed upon mediator as prerequisite to the filing of any lawsuit arising out of or related to this Agreement. Mediation shall be held in either Camp or Titus County, Texas. Agreements reached in mediation will be subject to the approval by the Region 8 ESC's Board of Directors, authorized signature of the Parties if approved by the Board of Directors, and, once approved by the Board of Directors and properly signed, shall thereafter be enforceable as provided by the laws of the State of Texas. Does Vendor agree? Yes, Vendor agrees Does Vendor agree? Yes, Vendor agrees Vendor agrees that nothing in this Agreement shall be construed as a waiver of sovereign or government immunity; nor constitute or be construed as a waiver of any of the privileges, rights, defenses, remedies, or immunities available to Region 8 Education Service Center or its TIPS Department. The failure to enforce, or any delay in the enforcement, of any privileges, rights, defenses, remedies, or immunities available to Region 8 Education Service Center or its TIPS Department under this Agreement or under applicable law shall not constitute a waiver of such privileges, rights, defenses, remedies, or immunities or be considered as a basis for estoppel. Does Vendor agree? Yes, Vendor agrees Vendor agrees that TIPS and TIPS Members shall not be liable for interest or late-payment fees on past-due balances at a rate higher than permitted by the laws or regulations of the jurisdiction of the TIPS Member. Funding-Out Clause: Vendor agrees to abide by the applicable laws and regulations, including but not limited to Texas Local Government Code § 271.903, or any other statutory or regulatory limitation of the jurisdiction of any TIPS Member, which requires that contracts approved by TIPS or a TIPS Member are subject to the budgeting and appropriation of currently available funds by the entity or its governing body.

  • CERTIFICATION PROHIBITING DISCRIMINATION AGAINST FIREARM AND AMMUNITION INDUSTRIES (Texas law as of September 1, 2021) By submitting a proposal to this Solicitation, you certify that you agree, when it is applicable, to the following required by Texas law as of September 1, 2021: If (a) company is not a sole proprietorship; (b) company has at least ten (10) full-time employees; (c) this contract has a value of at least $100,000 that is paid wholly or partly from public funds; (d) the contract is not excepted under Tex. Gov’t Code § 2274.003 of SB 19 (87th leg.); and (e) governmental entity has determined that company is not a sole-source provider or governmental entity has not received any bids from a company that is able to provide this written verification, the following certification shall apply; otherwise, this certification is not required. Pursuant to Tex. Gov’t Code Ch. 2274 of SB 19 (87th session), the company hereby certifies and verifies that the company, or association, corporation, partnership, joint venture, limited partnership, limited liability partnership, or limited liability company, including a wholly owned subsidiary, majority-owned subsidiary parent company, or affiliate of these entities or associations, that exists to make a profit, does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association and will not discriminate during the term of this contract against a firearm entity or firearm trade association. For purposes of this contract, “discriminate against a firearm entity or firearm trade association” shall mean, with respect to the entity or association, to: “ (1) refuse to engage in the trade of any goods or services with the entity or association based solely on its status as a firearm entity or firearm trade association; (2) refrain from continuing an existing business relationship with the entity or association based solely on its status as a firearm entity or firearm trade association; or (3) terminate an existing business relationship with the entity or association based solely on its status as a firearm entity or firearm trade association. See Tex. Gov’t Code § 2274.001(3) of SB 19. “Discrimination against a firearm entity or firearm trade association” does not include: “ (1) the established policies of a merchant, retail seller, or platform that restrict or prohibit the listing or selling of ammunition, firearms, or firearm accessories; and (2) a company’s refusal to engage in the trade of any goods or services, decision to refrain from continuing an existing business relationship, or decision to terminate an existing business relationship to comply with federal, state, or local law, policy, or regulations or a directive by a regulatory agency, or for any traditional business reason that is specific to the customer or potential customer and not based solely on an entity’s or association’s status as a firearm entity or firearm trade association.” See Tex. Gov’t Code § 2274.001(3) of SB 19.

  • Conditions Precedent and Secured Party’s Rights and Remedies The following Termination Events will be a “Specified Condition” for the party specified (that party being the Affected Party if the Termination Event occurs with respect to that party): With respect to Party A: any Additional Termination Event with respect to which Party A is the sole Affected Party. With respect to Party B: None.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!