Agreement from Secured Lenders Sample Clauses

Agreement from Secured Lenders. Xxxxxxxx Lokey’s obligations to provide the services described herein are contingent upon, and expressly subject to, the execution of a waiver, subordination or similar agreement, in form and substance satisfactory to Xxxxxxxx Xxxxx, pursuant to which the Company’s senior secured lenders or landlords under master leases consent to the performance of the Company’s obligations under this Agreement, including, without limitation, the Company’s payment of Xxxxxxxx Lokey’s fees and expenses described in Sections 3 and 11 hereof, free and clear of such lenders’ or landlords’ security interests in the Company’s assets.
Sample 1
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Agreement from Secured Lenders. Xxxxxxxx Lokey’s obligations to provide the services described herein are contingent upon, and expressly subject to, the execution of a waiver, subordination or similar agreement, in form and substance satisfactory to Xxxxxxxx Xxxxx, pursuant to which the Company’s senior secured lenders (i) consent to the performance of the Company’s obligations under this Agreement, including, without limitation, the Company’s payment of Xxxxxxxx Lokey’s fees and expenses described in Section 3 hereof (but, for the avoidance of doubt, not including any expenses due Xxxxxxxx Xxxxx for the Company’s indemnity or reimbursement obligations pursuant to Section 20 hereof), free and clear of such lenders’ security interests in the Company’s assets, and (ii) consent to the obligation to pay Xxxxxxxx Xxxxx a Transaction Fee and any applicable Incentive Fee on account of a transaction after a Successful Credit Bid during the Tail Period.
Sample 1
Agreement from Secured Lenders. Xxxxxxxx Lokey’s obligations to provide the services described herein are contingent upon, and expressly subject to, the execution of a waiver, subordination or Mountain Creek Resort, Inc. As of March 30, 2017 similar agreement, in form and substance satisfactory to Xxxxxxxx Xxxxx, pursuant to which the Company’s senior secured lenders consent to the performance of the Company’s obligations under this Agreement, including, without limitation, the Company’s payment of Xxxxxxxx Lokey’s fees and expenses described in Section 3 hereof and the Standard Terms, free and clear of such lenders’ security interests in the Company’s assets. If the foregoing correctly sets forth our agreement, please sign and return to us a copy of this Agreement along with a check (or wire transfer confirmation) for $100,000 on account of the Initial Fee. All of us at Xxxxxxxx Xxxxx thank you for choosing us to advise the Company, and look forward to working with you on this engagement. Very truly yours, XXXXXXXX XXXXX CAPITAL, INC. By: Xxxxxxx Xxxxxx Managing Director Accepted and agreed to as of the Effective Date: Mountain Creek Resort, Inc., on its own behalf, and on behalf of its direct and indirect subsidiaries By: Xxxx Xxxxxxx CEO STANDARD TERMS The Standard Terms set forth below form a part of the engagement letter agreement dated March 30, 2017 by and between Mountain Creek Resort, Inc. (collectively with its direct and indirect subsidiaries, the “Company”) and Xxxxxxxx Xxxxx Capital, Inc.
Sample 1
Agreement from Secured Lenders. Xxxxx’x obligations to provide the services described herein are contingent upon, and expressly subject to, the Company’s senior secured lenders consenting to the performance of the Company’s obligations under this Agreement, including, without limitation, the Company’s payment of Xxxxx’x fees and expenses described in Sections 3 and 10 hereof, free and clear of such lenders’ security interests in the Company’s assets, by (a) executing a waiver, subordination or similar agreement to that effect, in form and substance satisfactory to Xxxxx, or (b) consenting to entry of an order approving Xxxxx’x Retention Application (as defined below) in any chapter 11 case commenced by the Company.
Sample 1

Related to Agreement from Secured Lenders

  • Termination of Defaulting Lender The Borrower may terminate the unused amount of the Revolving Commitment of any Revolving Lender that is a Defaulting Lender upon not less than ten (10) Business Days’ prior notice to the Administrative Agent (which shall promptly notify the Lenders thereof), and in such event the provisions of Section 2.24(a)(ii) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts); provided that (i) no Event of Default shall have occurred and be continuing, and (ii) such termination shall not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Lender, the Swingline Lender or any other Lender may have against such Defaulting Lender.

  • Replacement of a Defaulting Lender (a) The Company may, at any time a Lender has become and continues to be a Defaulting Lender, by giving five Business Days’ prior written notice to the Facility Agent and such Lender:

  • Defaulting Lender Cure If the Borrower, the Administrative Agent, Swingline Lender and the L/C Issuer agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swingline Loans to be held on a pro rata basis by the Lenders in accordance with their Applicable Percentages (without giving effect to Section 2.15(a)(iv)), whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

  • Required Lenders As of any date, the Lender or Lenders whose aggregate Commitment Percentage is equal to or greater than sixty-six and 7/10 percent (66.7%) of the Total Commitment; provided that in determining said percentage at any given time, all then existing Defaulting Lenders will be disregarded and excluded and the Commitment Percentages of the Lenders shall be redetermined for voting purposes only to exclude the Commitment Percentages of such Defaulting Lenders.

  • Revolving Credit Agreement The Agent shall have received this Agreement duly executed and delivered by each of the Banks and the Company and each of the Banks shall have received a fully executed Committed Note and a fully executed Bid Note, if such Notes are requested by any Bank pursuant to Section 12.9.

  • Cash Collateral, Repayment of Swing Line Loans If the reallocation described in clause (a)(iv) above cannot, or can only partially, be effected, the Borrower shall, without prejudice to any right or remedy available to it hereunder or under applicable Law, (x) first, prepay Swing Line Loans in an amount equal to the Swing Line Lenders’ Fronting Exposure and (y) second, Cash Collateralize the L/C Issuers’ Fronting Exposure in accordance with the procedures set forth in Section 2.15.

  • Replacement of Affected Lenders (x) So long as no Event of Default or Unmatured Event of Default then exists, if any Revolving Lender becomes an Impaired Lender, (y) if any Lender (or in the case of Section 2.9(i), Facing Agent) is owed increased costs under Section 2.9(i), Section 3.6(a)(ii) or (iii), or Section 3.6(c), or the Borrower is required to make any payments under Section 4.7(a) or (c) to any Lender, or (z) as provided in Section 12.1(b) in the case of certain refusals by a Lender to consent to certain proposed amendments, changes, supplements, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders, the Borrower shall have the right to replace such Lender (the “Replaced Lender”) with one or more other Eligible Assignees acceptable to the Administrative Agent, provided that no such Eligible Assignee is an Impaired Lender at the time of such replacement (collectively, the “Replacement Lender”), provided further that (i) at the time of any replacement pursuant to this Section 3.7, the Replaced Lender and Replacement Lender shall enter into one or more assignment agreements, in form and substance satisfactory to such parties and the Administrative Agent, pursuant to which the Replacement Lender shall acquire, at par, all of the Commitments and outstanding Loans of, and participation in Letters of Credit and Swing Line Loans by, the Replaced Lender (with the assignment fee paid by either the Replacement Lender or the Borrower) and (ii) all obligations of the Borrower owing to the Replaced Lender (including, without limitation, such increased costs and including those specifically described in clause (y) above but excluding principal and interest in respect of which the assignment purchase price has been, or is concurrently being paid at par) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective assignment documentation, the payment of amounts referred to in clause (ii) above and the par purchase price referred to in (i) above, and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the Borrower, the Replacement Lender shall become a Lender hereunder and, unless the Replaced Lender continues to have outstanding Loans hereunder, the Replaced Lender shall cease to constitute a Lender hereunder, except with respect to indemnification provisions under this Agreement, which shall survive as to such Replaced Lender. Notwithstanding anything to the contrary contained above, no Lender that acts as a Facing Agent may be replaced hereunder at any time during which such Facing Agent has Letters of Credit outstanding hereunder, unless arrangements satisfactory to such Facing Agent (including (1) the furnishing of a standby letter of credit in form and substance, and issued by an issuer, satisfactory to such Facing Agent or (2) the depositing of cash collateral into a collateral account in amounts and pursuant to arrangements satisfactory to such Facing Agent) have been made with respect to such outstanding Letters of Credit. The Replaced Lender shall be required to deliver for cancellation its applicable Notes to be canceled on the date of replacement, or if any such Note is lost or unavailable, such other assurances or indemnification therefor as the Borrower may reasonably request.

  • Termination of Credit Facility The Credit Facility shall terminate on the earliest of (a) the third anniversary of the Closing Date (the "Maturity Date"), (b) the date of termination by the Borrower pursuant to Section 2.5(a) and (c) the date of termination by the Administrative Agent on behalf of the Lenders pursuant to Section 10.2(a).

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