Common use of Certain Collateral Matters Clause in Contracts

Certain Collateral Matters. The Lenders irrevocably authorize Agent, at its option and in its discretion, (a) to release any Lien granted to or held by Agent under any Loan Document (i) upon termination of the Commitments and payment in full of all Loans and all other obligations of Borrowers hereunder; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted hereunder (including the release of any guarantor); (iii) subject to Section 15.5 if approved, authorized or ratified in writing by the Required Lenders; or (iv) to the extent required under the terms of the Intercreditor Agreement, (b) to subordinate its interest in any Collateral to any holder of a Lien on such Collateral which is permitted by clause (a) of the definition of Permitted Liens (it being understood that Agent may conclusively rely on a certificate from Borrower Representative in determining whether the Indebtedness secured by any such Lien is permitted hereunder) and (c) enter into and perform, or take any other actions in connection with, the Intercreditor Agreement, Third Lien Subordination and any Subordinated Debt Subordination Agreement. Each Lender hereby agrees, solely for the benefit of Agent, that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreement, Third Lien Subordination Agreement or any Subordinated Debt Subordination Agreement. Upon request by Agent at any time, the Lenders will confirm in writing Agent’s authority to release, or subordinate its interest in, particular types or items of Collateral pursuant to this Section 14.10. Agent may, and at the direction of Required Lenders shall, give blockage notices in connection with any Subordinated Debt and each Lender hereby authorizes Agent to give such notices. Each Lender further agrees that it will not act unilaterally to deliver such notices.

Certain Collateral Matters. The Lenders irrevocably authorize Agent, at its option and in its discretion, (a) to release any Lien granted to or held by Agent under any Loan Document (i) upon termination of the Commitments and payment in full of all Loans and all other obligations of Borrowers hereunder; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted hereunder (including the release of any guarantor); (iii) subject to Section 15.5 if approved, authorized or ratified in writing by the Required Lenders; or (iv) to the extent required under the terms of the ABL Intercreditor Agreement, ; (b) to subordinate its interest in any Collateral to any holder of a Lien on such Collateral which is permitted by clause (a) of the definition of Permitted Liens (it being understood that Agent may conclusively rely on a certificate from Borrower Representative in determining whether the Indebtedness secured by any such Lien is permitted hereunder) ); and (c) enter into and perform, or take any other actions in connection with, the ABL Intercreditor Agreement, Third Lien Subordination Agreement and any Subordinated Debt Subordination Agreement. Each Lender hereby agrees, solely for the benefit of Agent, that it will be bound by and will take no actions contrary to the provisions of the ABL Intercreditor Agreement, Third Lien Subordination Agreement or any Subordinated Debt Subordination Agreement. Upon request by Agent at any time, the Lenders will confirm in writing Agent’s authority to release, or subordinate its interest in, particular types or items of Collateral pursuant to this Section 14.10. Agent may, and at the direction of Required Lenders shall, give blockage notices in connection with any Subordinated Debt and each Lender hereby authorizes Agent to give such notices. Each Lender further agrees that it will not act unilaterally to deliver such notices.

Certain Collateral Matters. The Lenders irrevocably authorize Agent, at its option and in its discretion, (a) to release any Lien granted to or held by Agent under any Loan Document (i) upon termination of the Commitments and payment in full of all Loans and all other obligations of Borrowers hereunder; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted hereunder (including the release of any guarantor); or (iii) subject to Section 15.5 if approved, authorized or ratified in writing by the Required Lenders; or (iv) to the extent required under the terms of the Intercreditor Agreement, (b) to subordinate its interest in any Collateral to any holder of a Lien on such Collateral which is permitted by clause (a) of the definition of “Permitted Liens Liens” (it being understood that Agent may conclusively rely on a certificate from Borrower Representative in determining whether the Indebtedness secured by any such Lien is permitted hereunder) and (c) enter into and perform, or take any other actions in connection with, the Intercreditor Agreement, Third Lien Subordination and any Subordinated Debt Subordination Agreement. Each Lender hereby agrees, solely for the benefit of Agent, that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreement, Third Lien Subordination Agreement or any Subordinated Debt Subordination Agreement). Upon request by Agent at any time, the Lenders will confirm in writing Agent’s authority to release, or subordinate its interest in, particular types or items of Collateral pursuant to this Section 14.10. Agent may, and at the direction of Required Lenders shall, give blockage notices in connection with any the Intercompany Subordinated Debt and the Alimco Subordinated Debt and each Lender hereby authorizes Agent to give such notices. Each Lender further agrees that it will not act unilaterally to deliver such notices.

Certain Collateral Matters. The Administrative Agent is authorized on behalf of all the Lenders, without the necessity of any notice to or further consent from the Lenders, from time to time to take any action with respect to any Collateral or the Loan Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Loan Documents. The Lenders irrevocably authorize the Administrative Agent, at its option and in its discretion, (a) to release or modify any security interest or Lien granted to or held by the Administrative Agent under (a) on any Loan Document (i) upon termination of Collateral subject to the Commitments and payment in full of all Loans and all other obligations of Borrowers hereunderFixed Assets Security Documents on the Fixed Assets Termination Date; (iib) constituting on any Collateral subject to the Current Assets Security Documents on the Current Assets Termination Date; (c) on any property sold or to be sold or disposed Disposed of as part of or in connection with any disposition permitted hereunder (including the release of any guarantor)Permitted Disposition; (iiid) subject on any property in which the Borrowers owned no interest at the time the security interest and/or Lien was granted or at any time thereafter owns no interest; (e) on property leased to Section 15.5 the Borrowers under a lease which has expired or been terminated in a transaction permitted under this Agreement or is about to expire and which has not been, and is not intended by the Borrowers to be, renewed or extended; (f) on an instrument evidencing Indebtedness or other debt instrument, if the Indebtedness evidenced thereby has been paid in full or (g) if approved, authorized or ratified in writing by the applicable Required Lenders; Lenders or (iv) to the extent each Lender required under the terms of the Intercreditor Agreement, (b) to subordinate its interest in any Collateral to any holder of a Lien on such Collateral which is permitted by clause (a) of the definition of Permitted Liens (it being understood that Agent may conclusively rely on a certificate from Borrower Representative in determining whether the Indebtedness secured by any such Lien is permitted hereunder) and (c) enter into and perform, or take any other actions in connection with, the Intercreditor Agreement, Third Lien Subordination and any Subordinated Debt Subordination Agreement. Each Lender hereby agrees, solely for the benefit of Agent, that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreement, Third Lien Subordination Agreement or any Subordinated Debt Subordination AgreementSection 10.1. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s 's authority to release, release or subordinate its interest in, modify particular types or items of Collateral collateral pursuant to this Section 14.10Section. Agent mayAdditionally, and at the direction of Required Lenders shall, give blockage notices in connection with any Subordinated Debt and each Lender hereby authorizes irrevocably authorize the Administrative Agent to give such notices. Each Lender further agrees that it will not act unilaterally enter into the Revolver Intercreditor Agreement and agree to deliver such noticesbe bound by all of the terms and conditions contained therein.

Certain Collateral Matters. The Lenders irrevocably authorize Agent, at its option and in its discretion, (a) to release any Lien granted to or held by Agent under any Loan Document (i) upon termination of the Commitments and payment Payment in full Full of all Loans and all other obligations Obligations of Borrowers hereunder; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted hereunder (including the release of any guarantor); or (iii) subject to Section 15.5 if approved, authorized or ratified in writing by the Required Lenders; or (iv) to the extent required under the terms of the Intercreditor Agreement, (b) to subordinate its interest in any Collateral to any holder of a Lien on such Collateral which is permitted by clause (a) of the definition of Permitted Liens (it being understood that Agent may conclusively rely on a certificate from Borrower Representative in determining whether the Indebtedness secured by any such Lien is permitted hereunder) and (c) to enter into and perform, or take any other actions in connection with, the Intercreditor Agreement, Third Lien Subordination and any Subordinated Debt Subordination Agreement. Each Lender hereby agrees, solely for the benefit of Agent, that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreement, Third Lien Subordination Agreement or any Subordinated Debt Subordination Agreement. Upon request by Agent at any time, the Lenders will confirm in writing Agent’s authority to release, or subordinate its interest in, particular types or items of Collateral pursuant to this Section 14.10. Agent may, and at the direction of Required Lenders shall, give blockage notices in connection with any Subordinated Debt and each Lender hereby authorizes Agent to give such notices. Each Lender further agrees that it will not act unilaterally to deliver such notices.

Certain Collateral Matters. (a) The Agent is authorized on behalf of all the Lenders, without the necessity of any notice to or further consent from the Lenders, from time to time to take any action with respect to any Collateral or the Loan Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Loan Documents. (b) Each Lender agrees that no Lender shall have any right individually to seek to realize upon the Collateral, it being agreed that such rights and remedies may be exercised solely by the Agent for the benefit of the Lenders and the Agent pursuant to the terms of the Loan Documents. (c) The Lenders irrevocably authorize the Agent, at its option and in its discretion, (a) to release any security interest or Lien granted to or held by the Agent under upon any Loan Document Collateral (i) upon termination of the Commitments and payment in full of all Loans and all other obligations of Borrowers hereunderObligations payable under this Agreement and the other Loan Documents; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted hereunder (including the release of any guarantor)hereunder; (iii) subject constituting property in which the Borrower or any Subsidiary thereof owned no interest at the time the security interest and/or Lien was granted or at any time thereafter; (iv) constituting property leased to Section 15.5 the Borrower or any Subsidiary thereof under a lease which has expired or been terminated in a transaction permitted under this Agreement or is about to expire and which has not been, and is not intended by the Borrower or such Subsidiary to be, renewed or extended; (v) consisting of an instrument evidencing Indebtedness or other debt instrument, if the Indebtedness evidenced thereby has been paid in full; or (vi) if approved, authorized or ratified in writing by the Required Lenders; or (iv) to the extent Lenders or, if required under the terms of the Intercreditor Agreementby Section 10.1, (b) to subordinate its interest in any Collateral to any holder of a Lien on such Collateral which is permitted by clause (a) of the definition of Permitted Liens (it being understood that Agent may conclusively rely on a certificate from Borrower Representative in determining whether the Indebtedness secured by any such Lien is permitted hereunder) and (c) enter into and perform, or take any other actions in connection with, the Intercreditor Agreement, Third Lien Subordination and any Subordinated Debt Subordination Agreement. Each Lender hereby agrees, solely for the benefit of Agent, that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreement, Third Lien Subordination Agreement or any Subordinated Debt Subordination Agreementeach Lender. Upon request by the Agent at any time, the Lenders will confirm in writing the Agent’s 's authority to release, or subordinate its interest in, release particular types or items of Collateral collateral pursuant to this Section 14.10Section. Agent may, and at the direction of Required Lenders shall, give blockage notices in connection with any Subordinated Debt and each Lender hereby authorizes Agent to give such notices. Each Lender further agrees that it will not act unilaterally to deliver such notices.ARTICLE X

Certain Collateral Matters. The Lenders irrevocably authorize AgentNotwithstanding anything to the contrary set forth herein or in any other Loan Document, at its option but subject in any event to the terms and in its discretionprovisions of Section 10.01, (a) to release any Lien granted to or held by Agent under any Loan Document (i) upon termination of the Commitments and payment in full of all Loans and all other obligations of Borrowers hereunder; (ii) constituting property sold or to be sold or disposed of as part of or determinations arising directly in connection with or otherwise directly related to the Collateral comprising the Borrowing Base that are expressly assigned to the Administrative Agent pursuant to the terms hereof or thereof, as the case may be, including, without limitation, all such determinations pertaining to eligibility standards, Reserves and collateral reporting, audits, field examinations and appraisals (each a “Borrowing Base Determination”), shall be made in each case in accordance with this Section 9.11. Prior to making any disposition permitted hereunder Borrowing Base Determination, the Administrative Agent shall give the Co-Collateral Agent written notice thereof, which notice shall set forth in reasonable detail the Administrative Agent’s proposed course of action with respect thereto (including each an “Administrative Agent Borrowing Base Proposal”). If the release Co-Collateral Agent does not agree with any Administrative Agent Borrowing Base Proposal, within three (3) Business Days after its receipt thereof, the Co-Collateral Agent shall give the Administrative Agent written notice of such disagreement, which notice shall set forth in reasonable detail the Co-Collateral Agent’s own proposed course of action with respect thereto (each a “Co-Collateral Agent Borrowing Base Proposal”). If the Administrative Agent and the Co-Collateral Agent cannot reach agreement with respect to any Borrowing Base Determination within two (2) Business Days after the Administrative Agent’s receipt of any guarantor); (iii) subject to Section 15.5 if approvedCo-Collateral Agent Borrowing Base Proposal, authorized or ratified in writing the applicable Borrowing Base Determination shall be made by the Required LendersAdministrative Agent based on the proposal containing the more conservative course of action; or (iv) to the extent required under the terms of the Intercreditor Agreementprovided, (b) to subordinate its interest in that, if any Collateral issue relating to any holder Borrowing Base Determination cannot be resolved by taking the more conservative course of a Lien on such Collateral which is permitted by clause (a) of the definition of Permitted Liens (it being understood that Agent may conclusively rely on a certificate from Borrower Representative in determining whether the Indebtedness secured by any such Lien is permitted hereunder) and (c) enter into and perform, or take any other actions in connection withaction, the Intercreditor Agreement, Third Lien Subordination and any Subordinated Debt Subordination Agreement. Each Lender hereby agrees, solely for course of action with respect to such issue proposed by the benefit of Agent, that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreement, Third Lien Subordination Agreement or any Subordinated Debt Subordination Agreement. Upon request by Administrative Agent at any time, the Lenders will confirm in writing Agent’s authority to release, or subordinate its interest in, particular types or items of Collateral pursuant to this Section 14.10. Agent may, and at the direction of Required Lenders shall, give blockage notices in connection with any Subordinated Debt and each Lender hereby authorizes Agent to give such notices. Each Lender further agrees that it will not act unilaterally to deliver such noticesshall prevail.

Certain Collateral Matters. The Administrative Agent is authorized on behalf of all the Lenders, without the necessity of any notice to or further consent from the Lenders, from time to time to take any action with respect to any Collateral or the Loan Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Loan Documents. The Lenders irrevocably authorize the Administrative Agent, upon the request and at its option and in its discretionthe reasonable expense of the Company, (a) to release or modify (and to execute and deliver such documents or instruments as the Company may reasonably request to evidence or effect the release or modification of) any security interest or Lien granted to or held by the Administrative Agent under (a) on any Loan Document (i) upon termination of Collateral subject to the Commitments and payment in full of all Loans and all other obligations of Borrowers hereunderSecurity Documents on the Termination Date; (iib) constituting on any property sold or to be sold or disposed Disposed of as part of or in connection with any disposition permitted hereunder (including the release of any guarantor)Permitted Disposition; (iiic) subject on any property in which the Borrowers owned no interest at the time the security interest and/or Lien was granted or at any time thereafter owns no interest; (d) on property leased to Section 15.5 the Borrowers under a lease which has expired or been terminated in a transaction permitted under this Agreement or is about to expire and which has not been, and is not intended by the Borrowers to be, renewed or extended; (e) on an instrument evidencing Indebtedness or other debt instrument, if the Indebtedness evidenced thereby has been paid in full; (f) if approved, authorized or ratified in writing by the applicable Required LendersLenders or each Lender required by Section 10.1; or (ivg) to as specified in Section 7.1.12(c). The Lenders hereby confirm the extent required under the terms of the Intercreditor Agreement, (b) to subordinate its interest in any Collateral to any holder of a Lien on such Collateral which is permitted by clause (a) of the definition of Permitted Liens (it being understood that Agent may conclusively rely on a certificate from Borrower Representative in determining whether the Indebtedness secured by any such Lien is permitted hereunder) and (c) enter into and perform, or take any other actions in connection with, the Intercreditor Agreement, Third Lien Subordination and any Subordinated Debt Subordination Agreement. Each Lender hereby agrees, solely for the benefit of Agent, that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreement, Third Lien Subordination Agreement or any Subordinated Debt Subordination Agreement. Upon request by Agent at any time, the Lenders will confirm in writing Administrative Agent’s authority to release, release or subordinate its interest in, modify particular types or items of Collateral collateral pursuant to this Section 14.1010.16. Additionally, the Lenders hereby irrevocably authorize the Administrative Agent may, and at to enter into the direction of Required Lenders shall, give blockage notices in connection with any Subordinated Debt Intercreditor Agreement and each Lender hereby authorizes Agent of the Lenders agree to give such notices. Each Lender further agrees that it will not act unilaterally to deliver such noticesbe bound by all of the terms and conditions contained therein.

Certain Collateral Matters. The Lenders irrevocably authorize Agent, at its option and in its discretion, (a) to release any Lien granted to or held by Agent under any Loan Document (i) upon termination of the Commitments and payment in full of all Loans and all other obligations of Borrowers hereunder; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted hereunder (including the release of any guarantor); (iii) subject to Section 15.5 if approved, authorized or ratified in writing by the Required Lenders; or (iv) to the extent required under the terms of the Intercreditor Subordination Agreement, ; (b) to subordinate its interest in any Collateral to any holder of a Lien on such Collateral which is permitted by clause (a) of the definition of Permitted Liens (it being understood that Agent may conclusively rely on a certificate from Borrower Representative in determining whether the Indebtedness secured by any such Lien is permitted hereunder) ); and (c) enter into and perform, or take any other actions in connection with, the Intercreditor Agreement, Third Lien Subordination Agreement and any Subordinated Debt Subordination Agreement. Each Lender hereby agrees, solely for the benefit of Agent, that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreement, Third Lien Subordination Agreement or any Subordinated Debt Subordination Agreement. Upon request by Agent at any time, the Lenders will confirm in writing Agent’s authority to release, or subordinate its interest in, particular types or items of Collateral pursuant to this Section 14.10. Agent may, and at the direction of Required Lenders shall, give blockage notices in connection with any Subordinated Debt and each Lender hereby authorizes Agent to give such notices. Each Lender further agrees that it will not act unilaterally to deliver such notices.