Collateral Matters. (a) 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 Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Collateral Documents. (b) The Lenders irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral: (i) upon termination of the Commitments and payment in full of all Loans and all other obligations known to the Administrative Agent and payable under this Agreement or any other Loan Document; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted hereunder; (iii) constituting property in which the Company or any Subsidiary owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to the Company or any Subsidiary 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 Company or such Subsidiary to be, renewed or extended; (v) consisting of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness thereby has been paid in full; or (vi) if approved, authorized or ratified in writing by the Required Lenders or, if required by subsection 11.1(g), all the Lenders. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent's authority to release particular types or items of Collateral pursuant to this subsection 10.11(b). (c) Each Lender agrees with and in favor of each other (which agreement shall not be for the benefit of the Company or any Subsidiary) that any security interest in real property collateral received by a Lender in connection with the extension of any loan or financial commitment between such Lender and the Company or any of its Affiliates and not related to the transactions contemplated hereby shall not constitute collateral for the Company's obligations under this Agreement or any other Loan Document. (i) Any and all proceeds of disposition or other realization on the Collateral or from any realization on any Guaranty received by the Administrative Agent in connection with any enforcement, sale, collection (including judicial or non-judicial foreclosure) or similar proceedings with respect to the Collateral or a demand or other enforcement or collection with respect to any Guaranty shall be applied by the Administrative Agent, as follows:
Appears in 2 contracts
Sources: Credit Agreement (Del Monte Foods Co), Credit Agreement (Del Monte Foods Co)
Collateral Matters. (a) 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 Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Collateral Documents.
(b) The Lenders irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral:
Collateral (i) upon termination of the Commitments and payment in full of all Loans and all other obligations Obligations known to the Administrative Agent and payable under this Agreement or any other Loan Document; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted hereunder; (iii) constituting property in which the Company Borrower or any Subsidiary owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to the Company Borrower or any Subsidiary 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 Company Borrower or such Subsidiary to be, renewed or extended; (vextended;(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, if required by subsection 11.1(g), or all of the Lenders, as the case may be, as provided in subsection 10.1(d). Upon request by the Administrative Agent at any ------------------ time, the Lenders will confirm in writing the Administrative Agent's authority to release particular types or items of Collateral pursuant to this subsection 10.11(b9.10(a)., ------------------ provided that the absence of any such confirmation for whatever reason shall not -------- affect the Agent's rights under this Section 9.11. ------------
(c) Each Lender agrees with and in favor of each other (which agreement shall not be for the benefit of the Company Borrower or any Subsidiary) that the Borrower's obligation to such Lender under this Agreement and the other Loan Documents is not and shall not be secured by any security interest in real property collateral received now or hereafter acquired by a Lender in connection with the extension of any loan or financial commitment between such Lender other than the Mortgaged Real Property and the Company or any of its Affiliates and not related to the transactions contemplated hereby shall not constitute collateral for the Company's obligations under this Agreement or any other Loan DocumentModesto Property.
(i) Any and all proceeds of disposition or other realization on the Collateral or from any realization on any Guaranty received by the Administrative Agent in connection with any enforcement, sale, collection (including judicial or non-judicial foreclosure) or similar proceedings with respect to the Collateral or a demand or other enforcement or collection with respect to any Guaranty shall be applied by the Administrative Agent, as follows:
Appears in 2 contracts
Sources: Credit Agreement (Aristotle Corp), Credit Agreement (Aristotle Corp)
Collateral Matters. (a) 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 Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Collateral Documents.
(b) The Lenders irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral:
(i) upon termination of the Commitments and payment in full of all Loans and all other obligations known to the Administrative Agent and payable under this Agreement or any other Loan Document; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted hereunder; (iii) constituting property in which the Company or any Subsidiary owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to the Company or any Subsidiary 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 Company or such Subsidiary to be, renewed or extended; (v) consisting of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness thereby has been paid in full; or (vi) if approved, authorized or ratified in writing by the Required Lenders or, if required by subsection 11.1(g11.1(h), all the Lenders. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the -109- 120 Administrative Agent's authority to release particular types or items of Collateral pursuant to this subsection 10.11(b).
(c) Each Lender agrees with and in favor of each other (which agreement shall not be for the benefit of the Company or any Subsidiary) that any security interest in real property collateral received by a Lender in connection with the extension of any loan or financial commitment between such Lender and the Company or any of its Affiliates and not related to the transactions contemplated hereby shall not constitute collateral for the Company's obligations under this Agreement or any other Loan Document.
(i) Any and all proceeds of disposition or other realization on the Collateral or from any realization on any Article XII or the Subsidiary Guaranty received by the Administrative Agent in connection with any enforcement, sale, collection (including judicial or non-judicial foreclosure) or similar proceedings with respect to the Collateral or a demand or other enforcement or collection with respect to any Article XII or the Subsidiary Guaranty shall be applied by the Administrative Agent, as follows:
Appears in 2 contracts
Sources: Credit Agreement (Del Monte Foods Co), Credit Agreement (Del Monte Foods Co)
Collateral Matters. (a) 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 Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Collateral Documents[Intentionally Deleted.]
(b) The Lenders Banks irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral:
collateral (i) upon termination of the Commitments and payment in full of all Loans and all other obligations Obligations known to the Administrative Agent and payable under this Agreement or any other Loan Document; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted hereunder; (iii) constituting property in which the Company or any Subsidiary owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to the Company or any Subsidiary 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 Company 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, if required by subsection 11.1(g), all the LendersBanks. Upon request by the Administrative Agent at any time, the Lenders Banks will confirm in writing the Administrative Agent's authority to release particular types or items of Collateral pursuant to this subsection 10.11(b)collateral.
(c) Each Lender Bank agrees with and in favor of each other (which agreement shall not be for the benefit of the Company or any Subsidiary) that the Company's obligation to such Bank under this Agreement and the other Loan Documents is not and shall not be secured by any security interest in real property collateral received now or hereafter acquired by a Lender in connection with the extension of any loan or financial commitment between such Lender and the Company or any of its Affiliates and not related to the transactions contemplated hereby shall not constitute collateral for the Company's obligations under this Agreement or any other Loan DocumentBank.
(i) Any and all proceeds of disposition or other realization on the Collateral or from any realization on any Guaranty received by the Administrative Agent in connection with any enforcement, sale, collection (including judicial or non-judicial foreclosure) or similar proceedings with respect to the Collateral or a demand or other enforcement or collection with respect to any Guaranty shall be applied by the Administrative Agent, as follows:
Appears in 2 contracts
Sources: Credit Agreement (Pan Pacific Retail Properties Inc), Credit Agreement (Pan Pacific Retail Properties Inc)
Collateral Matters. (a) The Administrative Agent is authorized on behalf of all the LendersSecured Parties, without the necessity of any notice to or further consent from such Secured Parties, from time to time, to take any actions with respect to any Collateral or Security Instruments which may be necessary to perfect and maintain Acceptable Security Interests in and Liens upon the Collateral granted pursuant to the Security Instruments. The Administrative Agent is further authorized (but not obligated) on behalf of the Secured Parties, without the necessity of any notice to or further consent from the LendersSecured Parties, from time to time time, to take any action with respect to any Collateral or the Collateral Documents which in exigent circumstances as may be reasonably necessary to perfect and maintain perfected preserve any rights or privileges of the security interest in and Liens upon Secured Parties under the Collateral granted pursuant to the Collateral DocumentsLoan Documents or applicable Legal Requirement.
(b) The Lenders Secured Parties irrevocably authorize the Administrative Agent, at its option and in its discretion, Agent to release any Lien granted to or held by the Administrative Agent upon any Collateral:
Collateral (ia) upon termination of all the Commitments Commitments, termination of all Letters of Credit, and the payment in full of all Loans outstanding Advances, Letter of Credit Obligations and all other obligations known to the Administrative Agent and Obligations payable under this Agreement or and under any other Loan Document; (iib) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted hereunderunder this Agreement or any other Loan Document; (iiic) constituting property in which the Company any Borrower or any Subsidiary of a Borrower owned no interest at the time the Lien was granted or at any time thereafter; or (ivd) constituting property leased to the Company any Borrower or any Subsidiary of a Borrower under a lease which has expired or has 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 Company such Borrower or such Subsidiary to be, renewed or extended; (v) consisting of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness thereby has been paid in full; or (vi) if approved, authorized or ratified in writing by the Required Lenders or, if required by subsection 11.1(g), all the Lenders. Upon the request by of the Administrative Agent at any time, the Lenders Secured Parties will confirm in writing the Administrative Agent's ’s authority to release particular types or items of Collateral pursuant to this subsection 10.11(b)Section 9.07.
(c) Each Lender agrees with and in favor of each other (which agreement shall not be for the benefit of the Company or any Subsidiary) that any security interest in real property collateral received by a Lender in connection with the extension of any loan or financial commitment between such Lender and the Company or any of its Affiliates and not related to the transactions contemplated hereby shall not constitute collateral for the Company's obligations under this Agreement or any other Loan Document.
(i) Any and all proceeds of disposition or other realization on the Collateral or from any realization on any Guaranty received by the Administrative Agent in connection with any enforcement, sale, collection (including judicial or non-judicial foreclosure) or similar proceedings with respect to the Collateral or a demand or other enforcement or collection with respect to any Guaranty shall be applied by the Administrative Agent, as follows:
Appears in 2 contracts
Sources: Credit Agreement (Contango Oil & Gas Co), Credit Agreement (Contango Oil & Gas Co)
Collateral Matters. (a) The Administrative Agent is authorized on behalf of all the LendersBanks, without the necessity of any notice to or further consent from the LendersBanks, from time to time time, to take any action actions with respect to any Collateral or the Collateral Security Documents which may be necessary to perfect and maintain perfected the security interest Acceptable Security Interests in and Liens upon the Collateral granted pursuant to the Collateral Security Documents. The Administrative Agent is further authorized on behalf of the Banks, without the necessity of any notice to or further consent from the Banks, from time to time, to take any action in exigent circumstances as may be reasonably necessary to preserve any rights or privileges of the Banks under the Credit Documents or applicable law.
(b) The Lenders Banks irrevocably authorize the Administrative Agent, at its option and in its discretion, Agent to release any Lien granted to or held by the Administrative Agent upon any Collateral:
(i) upon termination of the Commitments and payment in full of all Loans outstanding Advances, Letter of Credit Obligations, and all other obligations known to the Administrative Agent and Obligations payable under this Agreement or and under any other Loan Credit Document; (ii) constituting property Property sold or to be sold or disposed of as part of or in connection with any disposition permitted hereunderunder this Agreement or the other Credit Documents; (iii) constituting property Property in which the Company Borrower or any Subsidiary of its Subsidiaries owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property Property leased to the Company Borrower or any Subsidiary of its Subsidiaries under a lease which has expired or has 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 Company Borrower or such Subsidiary to be, renewed or extended; or (v) consisting of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness thereby has been paid in full; or (vi) if approved, authorized or ratified in writing by the Required Lenders orMajority Banks or all the Banks, if as the case may be, as required by subsection 11.1(g), all the LendersSection 9.01. Upon the request by of the Administrative Agent at any time, the Lenders Banks will confirm in writing the Administrative Agent's authority to release particular types or items of Collateral pursuant to this subsection 10.11(b)Section 8.09.
(c) Each Lender agrees with and in favor of each other (which agreement shall not be for the benefit of the Company or any Subsidiary) that any security interest in real property collateral received by a Lender in connection with the extension of any loan or financial commitment between such Lender and the Company or any of its Affiliates and not related to the transactions contemplated hereby shall not constitute collateral for the Company's obligations under this Agreement or any other Loan Document.
(i) Any and all proceeds of disposition or other realization on the Collateral or from any realization on any Guaranty received by the Administrative Agent in connection with any enforcement, sale, collection (including judicial or non-judicial foreclosure) or similar proceedings with respect to the Collateral or a demand or other enforcement or collection with respect to any Guaranty shall be applied by the Administrative Agent, as follows:
Appears in 2 contracts
Sources: Credit Agreement (Holly Energy Partners Lp), Credit Agreement (Holly Energy Partners Lp)
Collateral Matters. (a) The Administrative Agent is authorized on behalf of all the LendersBanks, without the necessity of any notice to or further consent from the LendersBanks, from time to time time, to take any action with respect to any Collateral or the Collateral Security Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Collateral Security Documents. The Agent is further authorized on behalf of all the Banks, without the necessity of any notice to or further consent from the Banks, from time to time, to take any action in exigent circumstances as may be reasonably necessary to preserve any rights or privileges of the Banks under the Credit Documents or applicable law.
(b) The Lenders Banks irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral:
Collateral (i) upon termination of the Commitments and payment in full of all Loans and expiration of the Letters of Credit and all other obligations known to the Administrative Agent and Obligations payable under this Agreement or and under any other Loan Credit Document; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted hereunderunder this Agreement or the other Credit Documents; (iii) constituting property in which the Company or any Subsidiary of the Company owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to the Company or any Subsidiary of the Company 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 Company 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, if required by subsection 11.1(g), Banks or all the LendersBanks, as the case may be, as provided in Section 13.1(g). Upon request by the Administrative Agent at any time, the Lenders Banks will confirm in writing the Administrative Agent's authority to release particular types or items of Collateral pursuant to this subsection 10.11(bSection 12.10(b).
(c) Each Lender agrees with and in favor of each other (which agreement shall not be for the benefit of the Company or any Subsidiary) that any security interest in real property collateral received by a Lender in connection with the extension of any loan or financial commitment between such Lender and the Company or any of its Affiliates and not related to the transactions contemplated hereby shall not constitute collateral for the Company's obligations under this Agreement or any other Loan Document.
(i) Any and all proceeds of disposition or other realization on the Collateral or from any realization on any Guaranty received by the Administrative Agent in connection with any enforcement, sale, collection (including judicial or non-judicial foreclosure) or similar proceedings with respect to the Collateral or a demand or other enforcement or collection with respect to any Guaranty shall be applied by the Administrative Agent, as follows:
Appears in 2 contracts
Sources: Credit Agreement (Willbros Group Inc), Credit Agreement (Willbros Group Inc)
Collateral Matters. (a) 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 Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Collateral Documents.
(b) The Lenders irrevocably authorize the Administrative Agent, at its option and in its discretion, to release, or to authorize the Former Collateral Agent to release any Lien granted to or held by the Former Collateral Agent or Administrative Agent upon any Collateral:
(i) upon termination of the Commitments Commitments, the cancellation or expiry of all Letters of Credit and payment in full of all Loans and all other obligations known to the Administrative Agent and Obligations payable under this Agreement or and under any other Loan Document; ;
(ii) constituting property sold or to be sold or disposed of as part of or in connection with any disposition Disposition permitted hereunder; hereunder subject to any required prepayment of the Loans pursuant to Section 2.08(a) ;
(iii) constituting property in which the Company or any Subsidiary of the Company owned no interest at the time the Lien was granted or at any time thereafter; ;
(iv) constituting property leased to the Company or any Subsidiary of the Company 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 Company or such Subsidiary to be, renewed or extended; ;
(v) consisting of an instrument evidencing Indebtedness or other debt instrument, instrument if the indebtedness Indebtedness evidenced thereby has been paid in full; or full ;
(vi) held for repayments of drawings under a Letter of Credit if approvedsuch collateral is to be used to make such repayment, authorized if such Collateral is to be returned to the Company following expiration of a Letter of Credit or ratified in writing repayment of such drawing by the Required Lenders Company; or, if required by subsection 11.1(g), all the Lenders. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent's authority to release particular types or items of Collateral pursuant to this subsection 10.11(b).
(c) Each Lender agrees with and in favor of each other (which agreement shall not be for the benefit of the Company or any Subsidiary) that any security interest in real property collateral received by a Lender in connection with the extension of any loan or financial commitment between such Lender and the Company or any of its Affiliates and not related to the transactions contemplated hereby shall not constitute collateral for the Company's obligations under this Agreement or any other Loan Document.
(i) Any and all proceeds of disposition or other realization on the Collateral or from any realization on any Guaranty received by the Administrative Agent in connection with any enforcement, sale, collection (including judicial or non-judicial foreclosure) or similar proceedings with respect to the Collateral or a demand or other enforcement or collection with respect to any Guaranty shall be applied by the Administrative Agent, as follows:
Appears in 2 contracts
Sources: Credit Agreement (United Artists Theatre Co), Credit Agreement (United Artists Theatre Co)
Collateral Matters. (a) The Administrative Documentation Agent is authorized on behalf of all the LendersBanks, without the necessity of 70 126 any notice to or further consent from the LendersBanks, from time to time to take any action with respect to any Collateral or the Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Collateral Documents.
(b) The Lenders Banks irrevocably authorize the Administrative Documentation Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral:
Collateral (i) upon termination of the Commitments and payment in full of all Loans and all other obligations Obligations known to the Administrative Documentation Agent and payable under this Agreement or any other Loan Document; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted hereunder; (iii) constituting property in which the Company or any Subsidiary owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to the Company or any Subsidiary 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 Company 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, if required by subsection 11.1(g), Majority Banks or all the LendersBanks, as the case may be, as provided in subsection 10.01(f). Upon request by the Administrative Documentation Agent at any time, the Lenders Banks will confirm in writing the Administrative Documentation Agent's authority to release particular types or items of Collateral pursuant to this subsection 10.11(b9.11(b), provided that the absence of any such confirmation for whatever reason shall not affect the Documentation Agent's rights under this Section 9.11.
(c) Each Lender Bank agrees with and in favor of each other (which agreement shall not be for the benefit of the Company or any SubsidiaryCompany) that the Company's obligation to such Bank under this Agreement and the other Loan Documents is not and shall not be secured by any security interest in real property collateral received now or hereafter acquired by a Lender in connection with the extension of any loan or financial commitment between such Lender and the Company or any of its Affiliates and not related to the transactions contemplated hereby shall not constitute collateral for the Company's obligations under this Agreement or any other Loan DocumentBank.
(i) Any and all proceeds of disposition or other realization on the Collateral or from any realization on any Guaranty received by the Administrative Agent in connection with any enforcement, sale, collection (including judicial or non-judicial foreclosure) or similar proceedings with respect to the Collateral or a demand or other enforcement or collection with respect to any Guaranty shall be applied by the Administrative Agent, as follows:
Appears in 2 contracts
Sources: Loan Agreement (Enstar Income Growth Program Five-a Lp), Loan Agreement (Enstar Income Growth Program Five-B Lp)
Collateral Matters. (a) 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 Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Collateral Documents.
(b) The Lenders irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral:
Collateral (i) upon termination of the Commitments and payment in full of all Loans and all other obligations Obligations known to the Administrative Agent and payable under this Agreement or any other Loan Document; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted hereunder; (iii) constituting property in which the Company or any Subsidiary owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to the Company or any Subsidiary 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 Company 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, if required by subsection 11.1(g), or all the Lenders, as the case may be, as provided in subsection 11.01(f). Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent's authority to release particular types or items of Collateral pursuant to this subsection 10.11(b), provided that the absence of any such confirmation for whatever reason shall not affect the Agent's rights under this Section 10.11.
(c) Each Lender agrees with and in favor of each other (which agreement shall not be for the benefit of the Company or any Subsidiary) that the Company's obligation to such Lender under this Agreement and the other Loan Documents is not and shall not be secured by any security interest in real property collateral received now or hereafter acquired by a Lender in connection with the extension of any loan or financial commitment between such Lender and other than the Company or any of its Affiliates and not related to real property described in the transactions contemplated hereby shall not constitute collateral for the Company's obligations under this Agreement or any other Loan DocumentMortgages.
(id) Any While an Event of Default has occurred and all proceeds of disposition or other realization on is continuing, the Collateral or from any realization on any Guaranty received by Agent shall deliver a "Payment Blockage Notice" (as defined in the Administrative Agent in connection with any enforcement, sale, collection (including judicial or non-judicial foreclosureSenior Subordinated Indenture) or similar proceedings with respect to the Collateral Trustee under the Senior Subordinated Indenture at the direction or a demand or other enforcement or collection with respect to any Guaranty shall be applied by the Administrative Agent, as follows:consent of the Required Lenders.
Appears in 2 contracts
Sources: Credit Agreement (Oshkosh Truck Corp), Credit Agreement (Oshkosh Truck Corp)
Collateral Matters. (a) 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 Collateral Loan Documents which may be necessary to perfect and maintain perfected the tile security interest in and Liens upon the Collateral granted pursuant to the Collateral Loan Documents.
(b) The Lenders irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral:
Collateral (i) upon termination of the Commitments and payment in m full of all Loans and all other obligations known to the Administrative Agent and payable under this Agreement or any other Loan Document; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted hereunder; (iii) constituting property in which the Company or any Subsidiary owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to the Company or any Subsidiary 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 Company or such Subsidiary to be, renewed or extended; (v) consisting of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness thereby has been paid in full; or (vi) if approved, authorized or ratified in writing by the Required Lenders or, if required by subsection 11.1(gSection 12.1(e), all the Lenders. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent's authority to release particular types or items of Collateral pursuant to this subsection 10.11(b11.11(b).
(c) Each Lender agrees with and in favor of each other (which agreement shall not be for the benefit of the Company or any Subsidiary) that any security interest in real property collateral received by a Lender in connection with the extension of any loan or financial commitment between such Lender and the Company or any of its Affiliates and not related to the transactions contemplated hereby shall not constitute collateral for the Company's obligations under this Agreement or any other Loan Document.
(i) Any and all proceeds of disposition or other realization on the Collateral or from any realization on any Guaranty received by the Administrative Agent in connection with any enforcement, sale, collection (including judicial or non-judicial foreclosure) or similar proceedings with respect to the Collateral or a demand or other enforcement or collection with respect to any Guaranty shall be applied by the Administrative Agent, as follows:
Appears in 2 contracts
Sources: Credit Agreement (Ameriserve Transportation Inc), Credit Agreement (Nebco Evans Holding Co)
Collateral Matters. (a) The Administrative Agent is authorized on behalf of all the LendersSecured Parties, without the necessity of any notice to or further consent from such Secured Parties, from time to time, to take any actions with respect to any Collateral or Security Instruments which may be necessary to perfect and maintain Acceptable Security Interests in and Liens upon the Collateral granted pursuant to the Security Instruments. The Administrative Agent is further authorized (but not obligated) on behalf of the Secured Parties, without the necessity of any notice to or further consent from the LendersSecured Parties, from time to time time, to take any action with respect to any Collateral or the Collateral Documents which in exigent circumstances as may be reasonably necessary to perfect and maintain perfected preserve any rights or privileges of the security interest in and Liens upon Secured Parties under the Collateral granted pursuant to the Collateral DocumentsLoan Documents or applicable Legal Requirement.
(b) The Lenders Secured Parties irrevocably authorize the Administrative Agent, at its option and in its discretion, Agent to (i) release any Lien granted to or held by the Administrative Agent upon any Collateral:
Collateral (ia) upon termination of all the Commitments Commitments, termination of all Letters of Credit, and the payment in full of all Loans outstanding Advances, Letter of Credit Obligations and all other obligations known to the Administrative Agent and Obligations payable under this Agreement or and under any other Loan Credit Document; (iib) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted hereunderunder this Agreement or any other Loan Document; (iiic) constituting property in which the Company any Borrower or any Subsidiary of a Borrower owned no interest at the time the Lien was granted or at any time thereafter; or (ivd) constituting property leased to the Company any Borrower or any Subsidiary of a Borrower under a lease which has expired or has 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 Company such Borrower or such Subsidiary to be, renewed or extended; and (vii) consisting release a Guarantor from its obligations under a Guaranty and any other applicable Loan Document if such Person ceases to be a Subsidiary as a result of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness thereby has been paid in full; or (vi) if approved, authorized or ratified in writing by the Required Lenders or, if required by subsection 11.1(ga transaction permitted under Section 6.04(a), all the Lenders. Upon the request by of the Administrative Agent at any time, the Lenders Secured Parties will confirm in writing the Administrative Agent's ’s authority to release particular types or items of Collateral pursuant to this subsection 10.11(b)Section 9.08.
(c) Each Lender agrees with and in favor of each other (which agreement shall not be for the benefit of the Company or any Subsidiary) that any security interest in real property collateral received by a Lender in connection with the extension of any loan or financial commitment between such Lender and the Company or any of its Affiliates and not related to the transactions contemplated hereby shall not constitute collateral for the Company's obligations under this Agreement or any other Loan Document.
(i) Any and all proceeds of disposition or other realization on the Collateral or from any realization on any Guaranty received by the Administrative Agent in connection with any enforcement, sale, collection (including judicial or non-judicial foreclosure) or similar proceedings with respect to the Collateral or a demand or other enforcement or collection with respect to any Guaranty shall be applied by the Administrative Agent, as follows:
Appears in 2 contracts
Sources: Credit Agreement (Mariner Energy Resources, Inc.), Credit Agreement (Mariner Energy Inc)
Collateral Matters. (a) The Administrative Except as otherwise expressly provided for in this Agreement, no Agent is authorized on behalf of all the Lenders, without the necessity of shall have any notice to or further consent from the Lenders, from time to time to take any action with respect obligation whatsoever to any Collateral Lender or any other Person to investigate, confirm or assure that the Collateral Documents which exists or is owned by any Credit Party or is cared for, protected or insured or has been encumbered, or whether any particular reserves are appropriate, or that the Liens granted to Term Agent for the benefit of Lender Group herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights authorities and powers granted or available to the applicable Agent in any of the Loan Documents, it being understood and agreed that (i) in respect of the Collateral, or any act, omission or event related thereto, each Agent may be necessary to perfect and maintain perfected the security act in any manner deemed appropriate, in its respective sole discretion, given such Agent's own interest in and Liens upon the Collateral granted pursuant as a Lender and (ii) that no Agent shall have any duty or liability whatsoever to the Collateral Documentsany other Lender, other than liability for its own gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction.
(b) The Lenders irrevocably authorize Each Lender hereby appoints each other Lender as its agent for the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral:
(i) upon termination purpose of the Commitments and payment in full of all Loans and all other obligations known to the Administrative Agent and payable under this Agreement or any other Loan Document; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted hereunder; (iii) constituting property in which the Company or any Subsidiary owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to the Company or any Subsidiary 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 Company or such Subsidiary to be, renewed or extended; (v) consisting of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness thereby has been paid in full; or (vi) if approved, authorized or ratified in writing by the Required Lenders or, if required by subsection 11.1(g), all the Lenders. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative perfecting Term Agent's authority to release particular types or items of Collateral pursuant to this subsection 10.11(b).
(c) Each Lender agrees with and in favor of each other (which agreement shall not be Lien for the benefit of Lender Group in assets which, in accordance with Article 9 of the Company or Code, can be perfected only by possession. Should any SubsidiaryLender (other than an Agent) that any security interest in real property collateral received by a Lender in connection with the extension obtain possession of any loan or financial commitment between such Collateral, such Lender and the Company shall notify Applicable Agent thereof and, promptly upon Applicable Agent's request therefor, shall deliver such Collateral to Applicable Agent or any of its Affiliates and not related to the transactions contemplated hereby shall not constitute collateral for the Companyin accordance with Applicable Agent's obligations under this Agreement or any other Loan Documentinstructions.
(i) Any and all proceeds of disposition or other realization on the Collateral or from any realization on any Guaranty received by the Administrative Agent in connection with any enforcement, sale, collection (including judicial or non-judicial foreclosure) or similar proceedings with respect to the Collateral or a demand or other enforcement or collection with respect to any Guaranty shall be applied by the Administrative Agent, as follows:
Appears in 1 contract
Collateral Matters. (a) 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 collateral or the Collateral Loan Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral collateral granted pursuant to the Collateral Loan Documents.
(b) The Lenders irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral:
collateral: (i) upon termination of the Commitments and payment in full of all Loans and all other obligations known to the Administrative Agent and payable under this Agreement or any other Loan Document; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted hereunder; (iii) constituting property in which the Company Borrower or any Subsidiary owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to the Company Borrower or any Subsidiary 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 Company Borrower or such Subsidiary to be, renewed or extended; (v) consisting of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness thereby has been paid in full; or (vi) if approved, authorized or ratified in writing by the Required Lenders or, if required by subsection 11.1(gSection 10.1(c), all the Lenders. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent's authority to release particular types or items of Collateral collateral pursuant to this subsection 10.11(bSection 9.11(b).
(c) Each Lender agrees with and in favor of each other (which agreement shall not be for the benefit of the Company or any Subsidiary) that any security interest in real property collateral received by a Lender in connection with the extension of any loan or financial commitment between such Lender and the Company or any of its Affiliates and not related to the transactions contemplated hereby shall not constitute collateral for the Company's obligations under this Agreement or any other Loan Document.
(i) Any and all proceeds of disposition or other realization on the Collateral or from any realization on any Guaranty received by the Administrative Agent in connection with any enforcement, sale, collection (including judicial or non-judicial foreclosure) or similar proceedings with respect to the Collateral or a demand or other enforcement or collection with respect to any Guaranty shall be applied by the Administrative Agent, as follows:
Appears in 1 contract
Collateral Matters. (a) 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 Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Collateral Documents.
(b) The Lenders Each Lender Party irrevocably authorize authorizes the Administrative Agent, at its option and in its discretion, (a) to release any Lien on any property granted to or held by the Administrative Agent upon under any Collateral:
Collateral Document (i) upon termination of the Commitments and payment in full of all Loans and all other obligations known of the Borrowers hereunder (other than contingent indemnification obligations not yet due and payable and as to which no claim has been made), the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements reasonably satisfactory to the Administrative Agent and payable under this the applicable Issuing Lender shall have been made) and the termination of all Qualified Hedging Agreement or any (other Loan Documentthan Qualified Hedging Agreements as to which other arrangements satisfactory to the applicable Lender Party shall have been made); (ii) constituting property which is sold or to be sold or disposed of as part of or in connection with any disposition permitted hereunder; hereunder or (iii) constituting property in which the Company or any Subsidiary owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased subject to the Company or any Subsidiary 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 beenSection 15.1, and is not intended by the Company or such Subsidiary to be, renewed or extended; (v) consisting of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness thereby has been paid in full; or (vi) if approved, authorized or ratified in writing by the Required Lenders or, if required Lenders; (b) to subordinate any Lien on any property granted to or held by subsection 11.1(gthe Administrative Agent under any Collateral Document to the holder of any Lien on such property which is permitted by Section 10.8(c), all (d), (k) (with respect to Capital Leases), (l), (m), (q) or (r); or (c) to release any Subsidiary from its obligations under the Lendersapplicable Subsidiary Guaranty if such entity ceases to be a Subsidiary as a result of a transaction permitted hereunder. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent's ’s authority to release or subordinate its interest in particular types or items of Collateral property, or to release any Subsidiary from its obligations under the Subsidiary Guaranty, pursuant to this subsection 10.11(b).
(c) Each Lender agrees with and Section 14.10. Any release of Collateral or Guarantors effected in favor of each other (which agreement the manner permitted by this Agreement shall not be for require the benefit consent of holders of obligations under any Qualified Hedging Agreement or Cash Management Obligations. No Lender Party to whom Cash Management Obligations or Hedging Obligations are owed that obtain the benefits of Section 12.3 or any Loan Document by virtue of the Company provisions hereof or thereof shall have any Subsidiary) that any security interest in real property collateral received by a Lender in connection with the extension right to notice of any loan action or financial commitment between such Lender and to consent to, direct or object to any action hereunder or under any other Loan Document or otherwise in respect of the Company collateral (or to notice of or to consent to any amendment, waiver or modification of its Affiliates and not related to the transactions contemplated hereby shall not constitute collateral for the Company's obligations under this Agreement provisions hereof or of any other Loan Document.
(i) Any and all proceeds of disposition or other realization on the Collateral or from any realization on any Guaranty received by the Administrative Agent than in connection with any enforcementsuch Lender Party’s capacity as a Lender and, salein such case, collection (including judicial or non-judicial foreclosure) or similar proceedings with respect only to the Collateral or a demand or other enforcement or collection with respect to any Guaranty shall be applied by extent expressly provided in the Administrative Agent, as follows:Loan Documents.
Appears in 1 contract
Sources: Credit Agreement (Middleby Corp)
Collateral Matters. (a) The Administrative Each Agent is authorized on behalf of all the Lendersauthorized, 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 Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Collateral Documents.Collateral
(b) The Lenders irrevocably authorize the Administrative each Agent, at its the option and in its discretionthe discretion of such Agent, to release any Lien granted to or held by the Administrative such Agent upon any Collateral:
Collateral (i) upon termination of the Commitments and payment in full of all Loans and all other obligations known to the Administrative Agent and Obligations payable under this Agreement or and under any other Loan Document; (ii) upon payment in full of all Obligations secured by such Lien and termination of any Commitments under which additional Obligations could arise which would be secured by such Lien; (iii) constituting property Property sold or to be sold or disposed of as part of or in connection with any disposition permitted hereunder; (iiiiv) constituting property Property in which the a Company or any Subsidiary of a Company owned no interest at the time the Lien was granted or at any time thereafter; (ivv) constituting property Property leased to the a Company or any Subsidiary of a Company 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 such Company or such Subsidiary to be, renewed or extended; (vvi) consisting of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness evidenced thereby has been paid in full; or (vivii) if approved, authorized or ratified in writing by the Required Majority Lenders or, if required by subsection 11.1(g), or all the Lenders, as the case may be, as provided in subsection 10.01(f). Upon request by the Administrative an Agent at any time, the Lenders will confirm in writing the Administrative such Agent's authority to release particular types or items of Collateral pursuant to this subsection 10.11(b9.10(b).
(c) Each Lender agrees with and in favor of each other (which agreement shall not be for the benefit of the Company or any Subsidiary) that any security interest in real property collateral received by a Lender in connection with the extension of any loan or financial commitment between such Lender and the Company or any of its Affiliates and not related to the transactions contemplated hereby shall not constitute collateral for the Subsidiaries) that a Company's obligations obligation to such Lender under this Agreement or any and the other Loan DocumentDocuments is not and shall not be secured by any real property collateral now or hereafter acquired by such Lender.
(i) Any and all proceeds of disposition or other realization on the Collateral or from any realization on any Guaranty received by the Administrative Agent in connection with any enforcement, sale, collection (including judicial or non-judicial foreclosure) or similar proceedings with respect to the Collateral or a demand or other enforcement or collection with respect to any Guaranty shall be applied by the Administrative Agent, as follows:
Appears in 1 contract
Collateral Matters. (a) The Administrative Except as otherwise expressly provided for in this Agreement, 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 shall have no obligation whatsoever to any Collateral Lender or any other Person to investigate, confirm or assure that the Collateral Documents which exists or is owned by any Loan Party or is cared for, protected or insured or has not been encumbered, or that any particular items of Collateral meet the eligibility criteria applicable in respect of the relevant borrowing base, or whether any particular reserves are appropriate, or that the Liens granted to Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty or care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to Agent in this Agreement or in any of the other Loan Documents, it being understood and agreed that:
(1) in respect of the Collateral, or any act, omission or event related thereto, Agent may be necessary to perfect and maintain perfected the security act in any manner it may deem appropriate, in its sole discretion, given Agent's own interest in and Liens upon the Collateral granted pursuant as a Lender; and
(2) that Agent shall have no duty or liability whatsoever to the Collateral Documentsany other Lender, other than liability solely resulting from its own gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction (after all possible appeals have been exhausted).
(b) The Lenders irrevocably authorize Each Lender hereby appoints each other Lender as agent for the Administrative purpose of perfecting Lenders' security interests in assets which can be perfected by possession and which are so perfected. Should any Lender (other than Agent) obtain possession of any such Collateral, at its option and in its discretionsuch Lender shall notify Agent thereof and, promptly upon Agent's request therefor, shall deliver such Collateral to release any Lien granted to or held by the Administrative Agent upon any Collateral:
(i) upon termination of the Commitments and payment in full of all Loans and all other obligations known to the Administrative Agent and payable under this Agreement or any other Loan Document; (ii) constituting property sold or to be sold or disposed of as part of or in connection accordance with any disposition permitted hereunder; (iii) constituting property in which the Company or any Subsidiary owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to the Company or any Subsidiary 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 Company or such Subsidiary to be, renewed or extended; (v) consisting of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness thereby has been paid in full; or (vi) if approved, authorized or ratified in writing by the Required Lenders or, if required by subsection 11.1(g), all the Lenders. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent's authority to release particular types or items of Collateral pursuant to this subsection 10.11(b)instructions.
(c) Each Lender agrees with and in favor of each other (which agreement shall not be for the benefit of the Company or any Subsidiary) that any security interest in real property collateral received by a Lender in connection with the extension of any loan or financial commitment between such Lender and the Company or any of its Affiliates and not related to the transactions contemplated hereby shall not constitute collateral for the Company's obligations under this Agreement or any other Loan Document.
(i) Any and all proceeds of disposition or other realization on the Collateral or from any realization on any Guaranty received by the Administrative Agent in connection with any enforcement, sale, collection (including judicial or non-judicial foreclosure) or similar proceedings with respect to the Collateral or a demand or other enforcement or collection with respect to any Guaranty shall be applied by the Administrative Agent, as follows:
Appears in 1 contract
Sources: Credit Agreement (International Comfort Products Corp)
Collateral Matters. (a) The Administrative Agent is authorized on behalf of all the Lendersby each Lender, without the necessity of any notice to or further consent from any Lender, and without the Lendersobligation to take any such action, from time to time to take any action with respect to any Collateral or the Collateral Documents any Security Document which may from time to time be necessary to perfect and maintain perfected the security interest in and Liens upon of the Collateral granted pursuant to the Collateral Security Documents.
(b) The Lenders irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral:
Collateral (i) upon termination of the Commitments and the payment in full of all Loans Advances and all other obligations known to the Administrative Agent and Obligations payable under this Agreement or any (other than the obligations which expressly survive the termination of this Agreement) and under the other Loan DocumentDocuments; (ii) constituting property sold Property of Borrower or to be sold its Affiliates which is sold, transferred or otherwise disposed of as part of or in connection with any disposition permitted hereundertransaction not prohibited by this Agreement or the Loan Documents; (iii) constituting property in which the Company or any Subsidiary owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property Property leased to the Company Borrower or any Subsidiary its Affiliates under a an operating lease which has expired or been terminated in a transaction permitted under not prohibited by this Agreement or is about to the Loan Documents or which will concurrently expire and which has not been, been and is not intended by the Company Borrower or such Subsidiary its Affiliates to be, renewed or extended; (viv) consisting of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness Indebtedness evidenced thereby has been paid in full; or (viv) if approved, authorized approved or ratified in writing consented to by those of the Required Lenders or, if required by subsection 11.1(g), all the LendersSection 11.2. Upon request by the Administrative Agent at any timeAgent, the Lenders will confirm in writing the Administrative Agent's ’s authority to release particular types or items of Collateral pursuant to this subsection 10.11(b)Section 10.10.
(c) Each Lender agrees with and If all or any portion of any interest in favor Real Estate Collateral (the “Foreclosure Property”) is acquired by the Administrative Agent as the result of each other a foreclosure or the acceptance of a deed, mortgage or assignment in lieu of foreclosure, or is retained in satisfaction of all or any part of the Borrower’s Obligations (which agreement or a Guarantor’s obligations under its Guaranty, as applicable), title to any such Foreclosure Property or any portion thereof shall not be held in the name of the Administrative Agent or a nominee or subsidiary of the Administrative Agent, in any case as agent, for the ratable benefit of the Company Lenders as their interests may appear. The Administrative Agent shall within a reasonable time after the taking of title prepare a recommended course of action for such Foreclosure Property (the “Post Foreclosure Plan”), which shall include the fees and other compensation to be paid to the Administrative Agent for its role in the Post Foreclosure Plan, which Post Foreclosure Plan shall be subject to the approval of the Requisite Lenders. The Administrative Agent shall (on its own and/or through third parties retained by it) manage, operate, repair, administer, complete, construct, restore or otherwise deal with the Foreclosure Property so acquired in accordance with the Post Foreclosure Plan and administer all transactions relating thereto, including, without limitation, employing a managing agent and other agents, contractors and employees, including agents for the sale of such Foreclosure Property, or any Subsidiary) that portion thereof, and the collecting of rent and other sums from such Foreclosure Property, and paying expenses of such Foreclosure Property in accordance with the Post Foreclosure Plan. The Lenders shall promptly contribute their Pro Rata Share of any security interest operating loss for such Foreclosure Property, and such other expenses and operating reserves as the Administrative Agent shall deem reasonably necessary. To the extent there is net operating income from such Foreclosure Property, the Administrative Agent shall, in real property collateral received by a Lender accordance with the Post Foreclosure Plan, determine the amount and timing of distributions to Lenders. All such distributions shall be made to the Lenders in accordance with their Pro Rata Shares. The Administrative Agent at the direction of all of the Lenders shall undertake to sell the Foreclosure Property, at such price and upon such terms and conditions as the Administrative Agent and all of the Lenders shall determine. Any purchase money deed of trust or purchase money mortgage taken in connection with the extension disposition of any loan or financial commitment between such Lender and the Company or any of its Affiliates and not related to Foreclosure Property in accordance with the transactions contemplated hereby immediately preceding sentence shall not constitute collateral for the Company's obligations under this Agreement or any other Loan Document.
(i) Any and all proceeds of disposition or other realization on the Collateral or from any realization on any Guaranty received by the Administrative Agent in connection with any enforcement, sale, collection (including judicial or non-judicial foreclosure) or similar proceedings with respect to the Collateral or a demand or other enforcement or collection with respect to any Guaranty shall be applied by name the Administrative Agent, as follows:agent for the Lenders, as the beneficiary. In such case, the Lenders shall enter into an agreement with respect to such purchase money deed of trust or purchase money mortgage defining the rights of Lenders in the same Pro Rata Share as provided hereunder, which agreement shall be in all material respects similar to this Agreement insofar as this Agreement is appropriate or applicable.
Appears in 1 contract
Sources: Credit Agreement (West Marine Inc)
Collateral Matters. (a) 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 Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Collateral Documents.
(b) The Lenders irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral:
Collateral (i) upon termination of the Revolving Commitments and payment in full of all Loans and all other obligations known to the Administrative Agent and Obligations payable under this Agreement or and under any other Loan Document; (ii) constituting property Property sold or to be sold or disposed of as part of or in connection with any disposition permitted hereunder; (iii) constituting property Property in which the Company or any Subsidiary a Loan Party owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property Property leased to the Company or any Subsidiary a Loan Party 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 Company or such Subsidiary Loan Party 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 Majority Lenders or, if required by subsection 11.1(g), or all the Lenders, as the case may be, as provided in subsection 10.1(f). Upon request by the -86- Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent's authority to release particular types or items of Collateral pursuant to this subsection 10.11(b9.10(b).
(c) Each Lender agrees with and in favor of each other (which agreement shall not be for the benefit of the Company or any Subsidiary) that any security interest in real property collateral received by a Lender in connection with the extension of any loan or financial commitment between such Lender and the Company or any of its Affiliates and not related to the transactions contemplated hereby shall not constitute collateral for the Company's obligations under this Agreement or any other Loan Document.
(i) Any and all proceeds of disposition or other realization on the Collateral or from any realization on any Guaranty received by the Administrative Agent in connection with any enforcement, sale, collection (including judicial or non-judicial foreclosure) or similar proceedings with respect to the Collateral or a demand or other enforcement or collection with respect to any Guaranty shall be applied by the Administrative Agent, as follows:
Appears in 1 contract
Sources: Credit Agreement (LKQ Corp)
Collateral Matters. (a) 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 Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Collateral Documents.
(b) The Lenders irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral:
Collateral (i) upon termination of the Commitments and payment in full of all Loans and all other obligations Obligations known to the Administrative Agent and payable under this Agreement or any other Loan Document; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted hereunder; (iii) constituting property in which the Company or any Subsidiary owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to the Company or any Subsidiary 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 Company 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, if required by subsection 11.1(g), or all the Lenders, as the case may be, as provided in subsection 11.01(f). Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent's authority to release particular types or items of Collateral pursuant to this subsection 10.11(b), provided that the absence of any such confirmation for whatever reason shall not affect the Agent's rights under this Section 10.11.
(c) Each Lender agrees with and in favor of each other (which agreement shall not be for the benefit of the Company or any Subsidiary) that the Company's obligation to such Lender under this Agreement and the other Loan Documents is not and shall not be secured by any security interest in real property collateral received now or hereafter acquired by a Lender in connection with the extension of any loan or financial commitment between such Lender and other than the Company or any of its Affiliates and not related to real property described in the transactions contemplated hereby shall not constitute collateral for the Company's obligations under this Agreement or any other Loan DocumentMortgages.
(i) Any and all proceeds of disposition or other realization on the Collateral or from any realization on any Guaranty received by the Administrative Agent in connection with any enforcement, sale, collection (including judicial or non-judicial foreclosure) or similar proceedings with respect to the Collateral or a demand or other enforcement or collection with respect to any Guaranty shall be applied by the Administrative Agent, as follows:
Appears in 1 contract
Collateral Matters. (a1) 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, any Subsidiary Collateral or the Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Collateral Documents.
(b2) The Lenders irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral or any Subsidiary Collateral:
(i) upon termination of the Commitments Credit Limit and payment in full of all Loans and all other obligations known to the Administrative Agent and Obligations payable under this Agreement or and under any other Loan DocumentDocuments; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted hereunder; (iii) constituting property in which the Company or any Subsidiary of the Company owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to the Company or any Subsidiary of the Company 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 Company 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, if required by subsection 11.1(g), all the Lenders. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent's authority to release particular types or items of Collateral and Subsidiary Collateral pursuant to this subsection 10.11(b)subsection.
(c3) Each Lender agrees with and in favor of each other (which agreement shall not be for the benefit of the Company or any Subsidiaryof its Subsidiaries) that the Company's obligation to such Lender under this Agreement and the other Loan Documents is not and shall not be secured by any security interest in real property collateral received now or hereafter acquired by a Lender in connection with the extension of any loan or financial commitment between such Lender and the Company or any of its Affiliates and not related to the transactions contemplated hereby shall not constitute collateral for the Company's obligations under this Agreement or any other Loan DocumentLender. 11.
(i) Any and all proceeds of disposition or other realization on the Collateral or from any realization on any Guaranty received by the Administrative Agent in connection with any enforcement, sale, collection (including judicial or non-judicial foreclosure) or similar proceedings with respect to the Collateral or a demand or other enforcement or collection with respect to any Guaranty shall be applied by the Administrative Agent, as follows:
Appears in 1 contract
Collateral Matters. (a) The Administrative Each Lender authorizes and directs Agent to enter into the Loan Documents for the Lender Liens and agrees that any action taken by Agent concerning any Collateral (with the consent or at the request of Determining Lenders) in accordance with any Loan Document, that Agent's exercise (with the consent or at the request of Determining Lenders) of powers concerning the Collateral in any Loan Document, and that all other reasonably incidental powers are authorized and binding upon all Lenders. CREDIT AGREEMENT
(b) Agent is authorized on behalf of all the Lenders, without the necessity of any notice to or further consent from the Lendersany Lender, from time to time before a Default or Potential Default, to take any action with respect to any Collateral or the Loan Documents related to Collateral Documents which that may be necessary to perfect and maintain perfected the security interest in and Lender Liens upon the Collateral.
(c) Agent has no obligation whatsoever to any Lender or to any other Person to assure that the Collateral granted pursuant exists or is owned by any Company or is cared for, protected, or insured or has been encumbered or that the Lender Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority.
(d) Agent shall exercise the same care and prudent judgment with respect to the Collateral Documentsand the Loan Documents as it normally and customarily exercises in respect of similar collateral and security documents.
(be) The Lenders irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any Lender Lien granted to or held by the Administrative Agent upon any Collateral:
Collateral (i) upon termination constituting property being disposed of the Commitments and payment in full of all Loans and all other obligations known to the Administrative Agent and payable as permitted under this Agreement or any other Loan Document; , (ii) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted hereunder; (iii) constituting property in which the no Company or owned any Subsidiary owned no interest at the time the Lender Lien was granted or at any time thereafter; after that, (iviii) constituting property leased to the any Company or any Subsidiary under a lease which that has expired or been terminated in a transaction permitted under this Agreement the Loan Documents or is about to expire and which that has not been, and is not intended by the that Company or such Subsidiary to be, renewed or extended; renewed, (viv) consisting of an instrument evidencing Indebtedness or other debt instrumentDebt pledged to Agent (for the benefit of Lenders), if the indebtedness thereby underlying Debt has been paid in full; , or (viv) if approved, authorized authorized, or ratified in writing by the Required Lenders or, if required by subsection 11.1(g), all the Lenders. Upon request by the Administrative Agent at any time, the Lenders will shall confirm in writing the Administrative Agent's authority to release particular types or items of Collateral pursuant to under this subsection 10.11(bCLAUSE (e).
(c) Each Lender agrees with and in favor of each other (which agreement shall not be for the benefit of the Company or any Subsidiary) that any security interest in real property collateral received by a Lender in connection with the extension of any loan or financial commitment between such Lender and the Company or any of its Affiliates and not related to the transactions contemplated hereby shall not constitute collateral for the Company's obligations under this Agreement or any other Loan Document.
(i) Any and all proceeds of disposition or other realization on the Collateral or from any realization on any Guaranty received by the Administrative Agent in connection with any enforcement, sale, collection (including judicial or non-judicial foreclosure) or similar proceedings with respect to the Collateral or a demand or other enforcement or collection with respect to any Guaranty shall be applied by the Administrative Agent, as follows:
Appears in 1 contract
Sources: Credit Agreement (Affiliated Computer Services Inc)
Collateral Matters. (a) 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 Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Collateral Documents.
(b) The Lenders irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral:
Collateral (i) upon termination of the Commitments and payment in full of all Loans and all other obligations Obligations known to the Administrative Agent and payable under this Agreement or any other Loan Document; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted hereunder; (iii) constituting property in which the Company or any Subsidiary owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to the Company or any Subsidiary under a lease which has expired or been terminated in a transaction permitted not prohibited under this Agreement or is about to expire and which has not been, and is not intended by the Company or such Subsidiary to be, renewed or extended; (v) consisting of an instrument evidencing Indebtedness Debt or other debt instrument, if the indebtedness Debt evidenced thereby has been paid in full; or (vi) if approved, authorized or ratified in writing by the Required Majority Lenders or, if required by subsection 11.1(g), or all the Lenders, as the case may be, as provided in Section 12.01(f). Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the 120 130 Administrative Agent's authority to release particular types or items of Collateral pursuant to this subsection 10.11(bSection 11.11(b).
(c) Each Lender agrees with and in favor , provided that the absence of each other (which agreement any such confirmation for whatever reason shall not be for the benefit of the Company or any Subsidiary) that any security interest in real property collateral received by a Lender in connection with the extension of any loan or financial commitment between such Lender and the Company or any of its Affiliates and not related to the transactions contemplated hereby shall not constitute collateral for the Company's obligations under this Agreement or any other Loan Document.
(i) Any and all proceeds of disposition or other realization on the Collateral or from any realization on any Guaranty received by the Administrative Agent in connection with any enforcement, sale, collection (including judicial or non-judicial foreclosure) or similar proceedings with respect to the Collateral or a demand or other enforcement or collection with respect to any Guaranty shall be applied by affect the Administrative Agent, as follows:'s rights under this Section 11.11.
Appears in 1 contract
Collateral Matters. (a) The Administrative Agent is authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from the Lendersany Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or the Collateral Credit Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to any of the Collateral Credit Documents.
(b) The Lenders irrevocably hereby authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral:
Collateral (i) upon termination of the Commitments and payment in full and satisfaction of all Loans and all other obligations known to of the Administrative Agent and payable Obligations at any time arising under or in respect of this Agreement or any other Loan Documentthe Credit Documents or the transactions contemplated hereby or thereby; (ii) constituting property sold or to be being sold or disposed of as part if the Borrower certifies to the Agent that the sale or disposition is made in compliance with Section 9.9. (and the Agent may rely conclusively on any such certificate, without further inquiry), including without limitation, any sale or disposition of or any of the Collateral in connection with any disposition permitted hereunderthe Seramed Disposition; (iii) constituting property as permitted by, but only in which accordance with, the Company or any Subsidiary owned no interest at express terms of the time the Lien was granted or at any time thereafter; (iv) constituting property leased to the Company or any Subsidiary 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 Company or such Subsidiary to be, renewed or extended; (v) consisting of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness thereby has been paid in fullapplicable Credit Document; or (viiv) if approved, authorized or ratified in writing by all of the Required Lenders or, if required by subsection 11.1(g), all the Lendershereunder. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent's authority to release particular types or items of Collateral pursuant to this subsection 10.11(b)Section.
(c) Each Lender agrees with Upon any sale and transfer of Collateral which is expressly permitted pursuant to the terms of this Agreement, or consented to in favor writing by the Requisite Lenders or all of each other the Lenders, as applicable, and upon at least five Business Days' prior written request by the Borrower, the Agent shall (which agreement shall not and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Agent for the benefit of the Company Lenders herein or pursuant hereto upon the Collateral that was sold or transferred; provided, however, that (i) the Agent shall not be required to execute any such document on terms which, in the Agent's opinion, would expose the Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty; and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Borrower or any Loan Party in respect of) all interests retained by the Borrower or any Subsidiary, including (without limitation) that any security interest in real property collateral received by a Lender in connection with the extension proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any loan sale or financial commitment between such Lender and the Company transfer of Collateral, or any of its Affiliates and not related to the transactions contemplated hereby shall not constitute collateral for the Company's obligations under this Agreement or any other Loan Document.
(i) Any and all proceeds of disposition or other realization on the Collateral or from any realization on any Guaranty received by the Administrative Agent in connection with any enforcement, sale, collection (including judicial or non-judicial foreclosure) or similar proceedings with respect to the Collateral or a demand or other enforcement or collection foreclosure with respect to any Guaranty of the Collateral, the Agent shall be applied authorized to deduct all of the expenses reasonably incurred by the Administrative Agent from the proceeds of any such sale, transfer or foreclosure.
(d) The Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by the Borrower or any Subsidiary or is cared for, protected or insured or that the Liens granted to the Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Agent in this Section or in any of the Credit Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Agent may act in any manner it may deem appropriate, in its sole discretion, given the Agent's own interest in the Collateral as one of the Lenders and that the Agent shall have no duty or liability whatsoever to the Lenders, as follows:except for its gross negligence or willful misconduct.
Appears in 1 contract
Sources: Credit Agreement (Serologicals Corp)
Collateral Matters. (a) The Administrative Collateral Agent is authorized on behalf of all the LendersTerm Secured Parties, without the necessity of any notice to or further consent from the LendersTerm Secured Parties, from time to time time, to take any action actions with respect to any Collateral or the Collateral Security Documents which may be necessary to perfect and maintain perfected the security interest Acceptable Security Interests in and Liens upon the Collateral granted pursuant to the Security Documents. The Collateral DocumentsAgent is further authorized on behalf of the Term Secured Parties, without the necessity of any notice to or further consent from the Term Secured Parties, from time to time, to take any action in exigent circumstances as may be reasonably necessary to preserve any rights or privileges of the Term Secured Parties under the Credit Documents or applicable Legal Requirements.
(b) The Lenders Each of the Term Secured Parties irrevocably authorize the Administrative Agent, at its option and in its discretion, Collateral Agent to release any Lien granted to or held by the Administrative Collateral Agent upon any Collateral:
Collateral (i) upon termination of the Term Commitments and payment in full of all Loans outstanding Term Loan and all other obligations known to the Administrative Agent and Obligations payable under this Agreement or and under any other Loan Credit Document; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted hereunderunder this Agreement or the other Credit Documents; (iii) constituting property in which the Company or any Subsidiary Credit Party owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to the Company or any Subsidiary Credit Party under a lease which has expired or has 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 Company or such Subsidiary Credit Party to be, renewed or extended; (v) consisting of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness thereby has been paid in full; or (vi) if approved, authorized or ratified in writing by the Required Term Lenders oror all the Term Lenders, if as the case may be, as required by subsection 11.1(g), all the LendersSection 11.1 or (vi) as otherwise permitted by this Agreement. Upon the request by of the Administrative Collateral Agent at any time, the Term Lenders will confirm in writing the Administrative Collateral Agent's authority to release particular types or items of Collateral pursuant to this subsection 10.11(b)Section 9.13.
(c) Each Lender agrees with In the event that any claim or Lien is asserted against any Mortgaged Term Loan Facility Rig for loss, damage or expense which is covered by an Insurance Policy, and it is necessary for any Credit Party to obtain a bond or supply other security to prevent the arrest of such Mortgaged Term Loan Facility Rig or to release the Mortgaged Term Loan Facility Rig from arrest on account of such claim or Lien, the Collateral Agent may, in favor of each other (which agreement shall not be for the benefit sole discretion of the Company Collateral Agent, and upon notice to the applicable Credit Party, assign to any Person executing a surety or guaranty bond or other agreement to save or release any Subsidiary) that any security such Mortgaged Term Loan Facility Rig from such arrest, all right, title and interest in real property collateral received by a Lender in connection with of the extension of any loan or financial commitment between such Lender Collateral Agent and the Company or any of its Affiliates other Secured Parties in and not related to the transactions contemplated hereby shall not constitute applicable Insurance Policies covering said loss, damage or expense, as collateral for the Company's obligations security to indemnify against liability under this Agreement said bond or any other Loan Documentagreement.
(id) Any Each Credit Party hereby irrevocably appoints the Collateral Agent as such Credit Party's attorney-in-fact, with full authority to, after the occurrence of a Default, act for such Credit Party and in the name of such Credit Party to, in the Collateral Agent's discretion upon the occurrence and during the continuance of Default, file one or more financing or continuation statements, and amendments thereto, relative to all proceeds or any part of disposition the Collateral without the signature of such Credit Party where permitted by law, to receive, endorse, and collect any drafts or other realization on instruments, documents, and chattel paper which are part of the Collateral, and to ask, demand, collect, sue for, recover, compromise, receive, and give acquittance and receip▇▇ for moneys due and to become due under or in respect of any of the Collateral and to file any claims or take any action or institute any proceedings which the Collateral Agent may reasonably deem necessary or desirable for the collection of any of the Collateral or from any realization on any Guaranty received by otherwise to enforce the Administrative Agent in connection with any enforcement, sale, collection (including judicial or non-judicial foreclosure) or similar proceedings with respect to rights of the Collateral or a demand or other enforcement or collection Agent with respect to any Guaranty of the Collateral. The power of attorney granted hereby is coupled with an interest and is irrevocable.
(e) If any Credit Party fails to perform any covenant contained in this Agreement or the other Security Documents, the Collateral Agent may itself perform, or cause performance of, such covenant, and such Credit Party shall pay for the expenses of the Collateral Agent incurred in connection therewith in accordance with Section 11.4.
(f) The powers conferred on the Collateral Agent under this Agreement and the other Security Documents are solely to protect its interest in the Collateral and shall not impose any duty upon it to exercise any such powers. Except for the reasonable care of any Collateral in its possession and the accounting for monies or other property actually received by it hereunder, the Collateral Agent shall have no duty as to any Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral. The Collateral Agent shall be applied by deemed to have exercised reasonable care as to the Administrative Agentcustody and preservation of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property, as follows:provided that the Collateral Agent shall have no responsibility for taking any necessary steps to preserve rights against any parties with respect to any Collateral.
Appears in 1 contract
Collateral Matters. (a) 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 Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Collateral Documents.
(b) The Lenders irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral:
Collateral (i) upon termination of the Commitments and payment in full of all Loans and all other obligations Obligations known to the Administrative Agent and payable under this Agreement or any other Loan Document; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any disposition Disposition permitted hereunder; (iii) constituting property in which Holdings, the Company or any Subsidiary owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to Holdings, the Company or any Subsidiary 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 Company 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 Majority Lenders or, if required by subsection 11.1(g), or all the Lenders, as the case may be, as provided in subsection 10.01(f). Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent's authority to release particular types or items of Collateral pursuant to this subsection 10.11(b9.11(b), provided that the absence of any such confirmation for whatever reason shall not affect the Agent's rights under this Section 9.11.
(c) Each Lender agrees with and in favor of each other (which agreement shall not be for the benefit of Holdings, the Company or any Subsidiary) that each Loan Party's obligation to such Lender under this Agreement and the other Loan Documents is not and shall not be secured by any security interest in real property collateral received now or hereafter acquired by a Lender in connection with the extension of any loan or financial commitment between such Lender and other than the Company or any of its Affiliates and not related to real property described in the transactions contemplated hereby shall not constitute collateral for the Company's obligations under this Agreement or any other Loan DocumentMortgages.
(i) Any and all proceeds of disposition or other realization on the Collateral or from any realization on any Guaranty received by the Administrative Agent in connection with any enforcement, sale, collection (including judicial or non-judicial foreclosure) or similar proceedings with respect to the Collateral or a demand or other enforcement or collection with respect to any Guaranty shall be applied by the Administrative Agent, as follows:
Appears in 1 contract
Collateral Matters. (a) The Administrative Agent is authorized on behalf of all the LendersBanks, without the necessity of any notice to or further consent from the LendersBanks, from time to time to take any action with respect to any Collateral or the Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Collateral Documents. Each of the Banks acknowledges and agrees that the 1996 Amended and Restated Security Agreement is hereby terminated.
(b) The Lenders Banks irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral:
Collateral (i) upon termination of the Commitments and payment and performance in full of all Loans and all other obligations known to the Administrative Agent Obligations then due and payable under this Agreement or and under any other Loan DocumentDocument and the expiration or termination of all Letters of Credit; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted hereunder; or (iii) constituting property in which the Company or any Subsidiary owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to the Company or any Subsidiary 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 Company or such Subsidiary to be, renewed or extended; (v) consisting of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness thereby has been paid in full; or (vi) if approved, authorized or ratified in writing by the Required Lenders or, if required by subsection 11.1(g), Banks or all the LendersBanks, as the case may be, as provided in subsection 11.1(f). Upon request by the Administrative Agent at any time, the Lenders Required Banks will confirm in writing the Administrative Agent's authority to release particular types or of items of Collateral pursuant to this subsection 10.11(b)clause (b) of this Section 10.10.
(c) Each Lender Bank agrees with and in favor of each other (which agreement shall not be for the benefit of the Company or any SubsidiaryCompany) that the Company's obligation to such Bank under this Agreement and the other Loan Documents is not and shall not be secured by any security interest in real property collateral received now or hereafter acquired by a Lender in connection with the extension of any loan or financial commitment between such Lender and the Company or any of its Affiliates and not related to the transactions contemplated hereby shall not constitute collateral for the Company's obligations under this Agreement or any other Loan Documenteach Bank.
(i) Any and all proceeds of disposition or other realization on the Collateral or from any realization on any Guaranty received by the Administrative Agent in connection with any enforcement, sale, collection (including judicial or non-judicial foreclosure) or similar proceedings with respect to the Collateral or a demand or other enforcement or collection with respect to any Guaranty shall be applied by the Administrative Agent, as follows:
Appears in 1 contract
Sources: Facility B Credit Agreement (Crown Pacific Partners L P)
Collateral Matters. (a) The Administrative Agent is authorized (but not required) 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 Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Collateral Documents.
(b) The Lenders irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral:
(i) upon termination of the Commitments and payment in full of all Loans and all other obligations known to the Administrative Agent and Obligations then payable under this Agreement or and under any other Loan Document; ;
(ii) constituting property Property sold or to be sold or disposed of as part of or in connection with any disposition permitted hereunder; ;
(iii) constituting property in which the Company or any Subsidiary owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to the Company or any Subsidiary 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 Company or such Subsidiary to be, renewed or extended; (v) consisting of an instrument evidencing Indebtedness or of any other debt instrument, if the indebtedness evidenced thereby has been paid in full; or or
(viiv) if approved, authorized or ratified in writing by the Required Majority Lenders or, if required by subsection 11.1(g), or all the Lenders, as the case may be, as provided in subsection 9.1(f). Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent's authority to release particular types or items of Collateral pursuant to this subsection 10.11(b8.10(b).
(c) Each Lender agrees with and in favor of each other Lender (which agreement shall not be for the benefit of the Company or any Subsidiary) that any security interest in real property collateral received by a Lender in connection with the extension of any loan or financial commitment between such Lender and the Company Borrower or any of its Affiliates and not related Subsidiaries) that the Borrower's obligation to the transactions contemplated hereby shall not constitute collateral for the Company's obligations such Lender under this Agreement and the other Loan Documents shall be equally and ratably secured by any real property and/or other collateral now or hereafter securing any obligations of the Borrower or any other Loan Documentof its Subsidiaries to such Lender, whether or not the same constitutes Collateral hereunder.
(i) Any and all proceeds of disposition or other realization on the Collateral or from any realization on any Guaranty received by the Administrative Agent in connection with any enforcement, sale, collection (including judicial or non-judicial foreclosure) or similar proceedings with respect to the Collateral or a demand or other enforcement or collection with respect to any Guaranty shall be applied by the Administrative Agent, as follows:
Appears in 1 contract
Collateral Matters. (a) The Administrative Each Agent is authorized on behalf of all the LendersBanks, without the necessity of any notice to or further consent from the LendersBanks, from time to time to take any action with respect to any Collateral or the Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Collateral Documents.
(b) The Lenders Banks irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral:
Collateral (i) upon termination of the Commitments and payment in full of all Loans and all other obligations Obligations known to the Administrative Agent and payable under this Agreement or any other Loan Document; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted hereunder; (iii) constituting property in which the Company or any Subsidiary owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to the Company or any Subsidiary 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 Company 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, if required by subsection 11.1(g), Majority Banks or all the LendersBanks, as the case may be, as provided in subsection 11.01(f). Upon request by the Administrative Agent at any time, the Lenders Banks will confirm in writing the Administrative Agent's authority to release particular types or items of Collateral pursuant to this subsection 10.11(b), provided that the absence of any such confirmation for whatever reason shall not affect the Administrative Agent's rights under this Section 10.11.
(c) Each Lender Bank agrees with and in favor of each other (which agreement shall not be for the benefit of the Company or any Subsidiary) that the Company's obligation to such Bank under this Agreement and the other Loan Documents is not and shall not be secured by any security interest in real property collateral received now or hereafter acquired by a Lender such Bank other than any real property described in connection with the extension of any loan or financial commitment between such Lender and the Company or any of its Affiliates and not related to the transactions contemplated hereby shall not constitute collateral for the Company's obligations under this Agreement or any other Loan DocumentMortgages.
(i) Any and all proceeds of disposition or other realization on the Collateral or from any realization on any Guaranty received by the Administrative Agent in connection with any enforcement, sale, collection (including judicial or non-judicial foreclosure) or similar proceedings with respect to the Collateral or a demand or other enforcement or collection with respect to any Guaranty shall be applied by the Administrative Agent, as follows:
Appears in 1 contract
Sources: Credit Agreement (Vista Eyecare Inc)
Collateral Matters. (a) The Administrative Agent is authorized on behalf of all the LendersBanks, without the necessity of any notice to or further consent from the LendersBanks, from time to time to take any action with respect to any Collateral or the Collateral Documents Pledge Agreements which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Collateral DocumentsPledge Agreements. In connection with the Recapitalization, the Administrative Agent is authorized to release the stock collateral held under the Mitc▇▇▇▇ ▇▇▇ily Pledge Agreement to the extent necessary, against delivery of the stock of the Company owned by Cinemark Theatres Holdings.
(b) The Lenders Banks irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral:
Collateral (i) upon termination of the Commitments and payment in full of all Loans and all other obligations known to the Administrative Agent and Obligations payable under this Agreement or and under any other Loan Document; (ii) constituting property Property sold or to be sold or disposed of as part of or in connection with any disposition Disposition permitted hereunder; (iii) constituting property Property in which the Company or any Subsidiary of the Company owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property Property leased to the Company or any Subsidiary of the Company 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 Company 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, if required by subsection 11.1(g), Majority Banks or all the LendersBanks, as the case may be, subject to Section 10.1(f). Upon request by the Administrative Agent at any time, the Lenders Banks will confirm in writing the Administrative Agent's authority to release particular types or items of Collateral pursuant to this subsection 10.11(bSection 9.10(b).
(c) Each Lender Bank agrees with and in favor of each other (which agreement shall not be for the benefit of the Company or any Subsidiaryof its Subsidiaries) that the Company's obligation to such Bank under this Agreement and the other Loan Documents is not and shall not be secured by any security interest in real property collateral received now or hereafter acquired by a Lender in connection with the extension of any loan or financial commitment between such Lender and the Company or any of its Affiliates and not related to the transactions contemplated hereby shall not constitute collateral for the Company's obligations under this Agreement or any other Loan DocumentBank.
(i) Any and all proceeds of disposition or other realization on the Collateral or from any realization on any Guaranty received by the Administrative Agent in connection with any enforcement, sale, collection (including judicial or non-judicial foreclosure) or similar proceedings with respect to the Collateral or a demand or other enforcement or collection with respect to any Guaranty shall be applied by the Administrative Agent, as follows:
Appears in 1 contract
Sources: Reducing Revolving Credit Agreement (Cinemark Usa Inc /Tx)
Collateral Matters. Except as otherwise expressly provided in the Intercreditor Agreement:
(a) 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 Collateral Security Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Collateral Security Documents.
(b) The Lenders irrevocably authorize the Administrative Agent, at its option and in its discretion, to authorize the release of any Lien granted to or held by for the Administrative benefit of the Agent and the Lenders upon any Collateral:
Collateral (i) upon termination of the Commitments and payment in full of all Loans and all other obligations Obligations known to the Administrative Agent and payable under this Agreement or any other Loan Document; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted hereunder; (iii) constituting property in which the Company Borrower or any Subsidiary owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to the Company Borrower or any Subsidiary 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 Company Borrower or such Subsidiary to be, renewed or extended; (v) consisting of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness thereby has been paid in full; or (vi) if approved, authorized or ratified in writing by the Required Lenders or, if required by subsection 11.1(g), all the Lendersdebt
1. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent's authority to authorize the release of particular types or items of Collateral pursuant to this subsection SECTION 10.11(b).
(c) Each Lender agrees with and in favor of each other (which agreement shall not be for the benefit of the Company Borrower or any Subsidiary) that the Borrower's and the other Obligors' obligations to such Lender under this Agreement and the other Loan Documents is not and shall not be secured by any security interest in Lien on real property collateral received by a Lender in connection with the extension of any loan now or financial commitment between hereafter granted to such Lender and the Company or any of its Affiliates and not related to the transactions contemplated hereby shall not constitute collateral for the Company's obligations under this Agreement or any other Loan DocumentLender.
(i) Any and all proceeds of disposition or other realization on the Collateral or from any realization on any Guaranty received by the Administrative Agent in connection with any enforcement, sale, collection (including judicial or non-judicial foreclosure) or similar proceedings with respect to the Collateral or a demand or other enforcement or collection with respect to any Guaranty shall be applied by the Administrative Agent, as follows:
Appears in 1 contract
Sources: Refunding Credit Agreement (Cornerstone Propane Partners Lp)
Collateral Matters. (a) The Administrative Collateral 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 Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Collateral Documents.
(b) The Lenders irrevocably authorize the Administrative Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Collateral Agent upon any Collateral:
Collateral (i) upon termination of the Commitments and payment in full of all Loans and all other obligations known to the Administrative Agent and Obligations payable under this Agreement or and under any other Loan Document; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted hereunder; (iii) constituting property in which the Company Borrower or any Subsidiary of the Borrower owned no interest at the time the Lien was granted or at any time thereafter; (iviii) constituting property leased to the Company Borrower or any Subsidiary of the Borrower 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 Company Borrower or such Subsidiary to be, renewed or extended; (viv) consisting of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness Indebtedness evidenced thereby has been paid in full; or (viv) if approved, authorized or ratified in writing by the Required Majority Lenders or, if required by subsection 11.1(g), or all the Lenders, as the case may be, as provided in Section 10.01 hereof. Upon request by the Administrative Collateral Agent at any time, the Lenders will confirm in writing the Administrative Collateral Agent's authority to release particular types or items of Collateral pursuant to this subsection 10.11(b)Section 9.11.
(c) Each Lender agrees with and in favor of each other (which agreement shall not be for the benefit of the Company or any Subsidiary) that any security interest in real property collateral received by a Lender in connection with the extension of any loan or financial commitment between such Lender and the Company or any of its Affiliates and not related to the transactions contemplated hereby shall not constitute collateral for the Company's obligations under this Agreement or any other Loan Document.
(i) Any and all proceeds of disposition or other realization on the Collateral or from any realization on any Guaranty received by the Administrative Agent in connection with any enforcement, sale, collection (including judicial or non-judicial foreclosure) or similar proceedings with respect to the Collateral or a demand or other enforcement or collection with respect to any Guaranty shall be applied by the Administrative Agent, as follows:
Appears in 1 contract
Sources: Credit Agreement (Abc Naco Inc)
Collateral Matters. (a) 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 Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Collateral Documents.
(b) The Lenders Secured Parties hereby irrevocably authorize the Administrative Agent, at its her option and in its her discretion, to release any Lien granted to security interest in, or held by lien upon, any of the Administrative Agent upon any Collateral:
Collateral (i) upon termination satisfaction of all of the Commitments and payment in full of all Loans and all Obligations (other obligations known than contingent indemnification Obligations to the Administrative Agent and payable under this Agreement extent no claim giving rise thereto has been asserted), or any other Loan Document; (ii) constituting property sold or to be being sold or disposed of as part in the ordinary course of Debtor’s business, or in connection with any disposition permitted hereunder; (iii) constituting property in which if required or permitted under the Company terms of any of the other Loan Documents, or any Subsidiary owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to the Company or any Subsidiary 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 Company or such Subsidiary to be, renewed or extended; (v) consisting of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness thereby has been paid in full; or (vi) if approved, authorized or ratified in writing by all of Secured Parties or (v) the Required Lenders orconsummation of the conversion of a;; pf the Notes to equity in accordance with the Notes. Except as provided above, if required by subsection 11.1(g)Agent will not release any security interest in, mortgage or lien upon, any of the Collateral without the prior written authorization of all the Lendersof Secured Parties. Upon request by the Administrative Agent at any time, the Lenders Secured Parties will promptly confirm in writing the Administrative Agent's ’s authority to release particular types or items of Collateral pursuant to this subsection 10.11(b).
(c) Section. Agent shall have no obligation whatsoever to any Secured Party, to confirm or assure that the Collateral exists or is owned by Debtor or is cared for, protected or insured or has been encumbered, or that the liens and security interests granted to Agent pursuant hereto or any of the Loan Documents or otherwise have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to Agent in this Agreement or in any of the other Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Agent may act in any manner she may deem appropriate, in her discretion, given Agent’s own interest in the Collateral as a Secured Party and that Agent shall have no duty or liability whatsoever to any other Secured Party. Each Lender agrees with Secured Party hereby appoints Agent and in favor of each other Secured Party as agent and bailee for the purpose of perfecting the security interests in and liens upon the Collateral of Agent in assets which, in accordance with Article 9 of the UCC can be perfected only by possession (which agreement shall not be or where the security interest of a secured party with possession has priority over the security interest of another secured party) and Agent and each Secured Party hereby acknowledges that it holds possession of any such Collateral for the benefit of the Company or Agent as secured party. Should any Subsidiary) that any security interest in real property collateral received by a Lender in connection with the extension Secured Party obtain possession of any loan such Collateral, such Secured Party shall notify Agent thereof, and, promptly upon Agent’s request therefor shall deliver such Collateral to Agent or financial commitment between such Lender and the Company or any of its Affiliates and not related to the transactions contemplated hereby shall not constitute collateral for the Company's obligations under this Agreement or any other Loan Documentin accordance with Agent’s instructions.
(i) Any and all proceeds of disposition or other realization on the Collateral or from any realization on any Guaranty received by the Administrative Agent in connection with any enforcement, sale, collection (including judicial or non-judicial foreclosure) or similar proceedings with respect to the Collateral or a demand or other enforcement or collection with respect to any Guaranty shall be applied by the Administrative Agent, as follows:
Appears in 1 contract
Collateral Matters. (a) 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 Collateral Security Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Collateral Security Documents.
(b) The Lenders irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral:
Collateral (i) upon termination of the Commitments and payment in full of all Loans and all other obligations Obligations known to the Administrative Agent and payable under this Agreement or any other Loan Document; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted hereunder; (iii) constituting property in which the Company Borrower or any Subsidiary owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to the Company Borrower or any Subsidiary 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 Company 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, if required by subsection 11.1(g), or all the Lenders, as the case may be, as provided in SECTION 11.1. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent's authority to release particular types or items of Collateral pursuant to this subsection SECTION 10.11(b).
(c) Each Lender agrees with and in favor of each other (which agreement shall not be for the benefit of the Company Borrower or any Subsidiary) that the Borrower's obligation to such Lender under this Agreement and the other Loan Documents is not and shall not be secured by any security interest in real property collateral received now or hereafter acquired by a Lender in connection with the extension of any loan or financial commitment between such Lender and the Company or any of its Affiliates and not related to the transactions contemplated hereby shall not constitute collateral for the Company's obligations under this Agreement or any other Loan Document.
(i) Any and all proceeds of disposition or other realization on the Collateral or from any realization on any Guaranty received by the Administrative Agent in connection with any enforcement, sale, collection (including judicial or non-judicial foreclosure) or similar proceedings with respect to the Collateral or a demand or other enforcement or collection with respect to any Guaranty shall be applied by the Administrative Agent, as follows:Lender. 121
Appears in 1 contract
Collateral Matters. (a) 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 Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Collateral Documents.
(b) The Lenders irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral:
(i) upon termination of the Commitments and payment in full of all Loans and all other obligations known to the Administrative Agent and payable under this Agreement or any other Loan Document; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted hereunder; (iii) constituting property in which the Company or any Subsidiary owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to the Company or any Subsidiary 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 Company or such Subsidiary to be, renewed or extended; (v) consisting of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness thereby has been paid in full; or (vi) if approved, authorized or ratified in writing by the Required Lenders or, if required by subsection 11.1(g), all the Lenders. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent's authority to release particular types or items of Collateral pursuant to this subsection 10.11(b).. -127- 135
(c) Each Lender agrees with and in favor of each other (which agreement shall not be for the benefit of the Company or any Subsidiary) that any security interest in real property collateral received by a Lender in connection with the extension of any loan or financial commitment between such Lender and the Company or any of its Affiliates and not related to the transactions contemplated hereby shall not constitute collateral for the Company's obligations under this Agreement or any other Loan Document.
(i) Any and all proceeds of disposition or other realization on the Collateral or from any realization on any Guaranty received by the Administrative Agent in connection with any enforcement, sale, collection (including judicial or non-judicial foreclosure) or similar proceedings with respect to the Collateral or a demand or other enforcement or collection with respect to any Guaranty shall be applied by the Administrative Agent, as follows:
Appears in 1 contract
Collateral Matters. (a) The Administrative Collateral Agent is authorized on behalf of all the LendersBanks, without the necessity of any notice to or further consent from the LendersBanks, from time to time to take any action with respect to any Collateral or the Collateral Loan Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Collateral Loan Documents.
(b) The Lenders Banks irrevocably authorize the Administrative Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Collateral Agent upon any Collateral:
Collateral (i) upon termination of the Commitments and payment in full of all Loans and all other obligations Obligations known to the Administrative Collateral Agent and payable under this Agreement or any other Loan Document; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted hereunder; (iii) constituting property in which the Company Co-Borrowers or any Subsidiary owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to the Company a Co-Borrower or any Subsidiary 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 Company Co-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, if required by subsection 11.1(g), all the LendersBanks. Upon request by the Administrative Collateral Agent at any time, the Lenders Banks will confirm in writing the Administrative Collateral Agent's ’s authority to release particular types or items of Collateral pursuant to this subsection 10.11(b10.10(b), provided that the absence of any such confirmation for whatever reason shall not affect the Collateral Agent’s rights under this Section 10.10.
(c) Each Lender Bank agrees with and in favor of each other (which agreement shall not be for the benefit of the Company Co-Borrowers or any Subsidiary) that the Co-Borrowers’ obligations to such Bank under this Agreement and the other Loan Documents is not and shall not be secured by any security interest in real property collateral received now or hereafter acquired by a Lender in connection with the extension of any loan or financial commitment between such Lender and the Company or any of its Affiliates and not related to the transactions contemplated hereby shall not constitute collateral for the Company's obligations under this Agreement or any other Loan DocumentBank.
(i) Any and all proceeds of disposition or other realization on the Collateral or from any realization on any Guaranty received by the Administrative Agent in connection with any enforcement, sale, collection (including judicial or non-judicial foreclosure) or similar proceedings with respect to the Collateral or a demand or other enforcement or collection with respect to any Guaranty shall be applied by the Administrative Agent, as follows:
Appears in 1 contract
Sources: Credit Agreement (Avista Corp)
Collateral Matters. (a) The Administrative Agent is authorized on behalf of all the LendersBanks, without the necessity of any notice to or further consent from the LendersBanks, from time to time to take any action with respect to any Collateral or the Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Collateral Documentscollateral.
(b) The Lenders Banks irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral:
collateral (i) upon termination of the Commitments and payment in full of all Loans and all other obligations Obligations known to the Administrative Agent and payable under this Agreement or any other Loan Document; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted hereunder; (iii) constituting property in which the Company or of any Subsidiary owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to the Company or any Subsidiary 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 Company 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, if required by subsection 11.1(g), all the LendersBanks. Upon request by the Administrative Agent at any time, the Lenders Banks will confirm in writing the Administrative Agent's authority to release particular types or items of Collateral pursuant to this subsection 10.11(b)collateral.
(c) Each Lender Bank agrees with and in favor of each other (which agreement shall not be for the benefit of the Company or any Subsidiary) that the Company's obligation to such Bank under this Agreement and the other Loan Documents is not and shall not be secured by any security interest in real property collateral received now or hereafter acquired by a Lender in connection with the extension of any loan or financial commitment between such Lender and the Company or any of its Affiliates and not related to the transactions contemplated hereby shall not constitute collateral for the Company's obligations under this Agreement or any other Loan DocumentBank.
(i) Any and all proceeds of disposition or other realization on the Collateral or from any realization on any Guaranty received by the Administrative Agent in connection with any enforcement, sale, collection (including judicial or non-judicial foreclosure) or similar proceedings with respect to the Collateral or a demand or other enforcement or collection with respect to any Guaranty shall be applied by the Administrative Agent, as follows:
Appears in 1 contract
Sources: Revolving Credit Agreement (Standard Pacific Corp /De/)
Collateral Matters. (a) 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 Each Lender agrees that any action taken by Agent with respect to any the Collateral in accordance with the provisions of this Agreement or the Collateral Documents which may Loan Documents, and the exercise by Agent of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be necessary to perfect authorized and maintain perfected the security interest in and Liens binding upon the Collateral granted pursuant to the Collateral Documents.
(b) The all Lenders. Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral:
Collateral (i) upon termination of the Commitments and Commitments, the payment in full of all Loans Secured Debt and the satisfaction of all other obligations known (other than those obligations surviving indefinitely pursuant to Section 11.18 hereof to the Administrative Agent and payable under this Agreement or any other Loan Documentextent no claims giving rise thereto have been asserted); (ii) constituting property sold or to be being sold or disposed of as part if Borrowers certify to Agent that the sale or disposition is made in compliance with the provisions of or in connection with this Agreement, including, without limitation, Section 5.12 hereof (and Agent may rely conclusively on any disposition permitted hereundersuch certificate, without further inquiry); (iii) constituting property in which the Company or a Credit Party did not own any Subsidiary owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to in connection with any foreclosure sale or other disposition of Collateral after the Company or any Subsidiary under a lease which has expired or been terminated in a transaction permitted under this Agreement or is about to expire occurrence and which has not been, and is not intended by during the Company or such Subsidiary to be, renewed or extended; (v) consisting continuation of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness thereby has been paid in fullEvent of Default; or (viv) if approved, authorized or ratified in writing by Agent at the Required direction of all Lenders or, if required by subsection 11.1(g), all the Lendersin accordance with Section 11.3 hereof. Upon request by the Administrative Agent at any time, the Lenders ▇▇▇▇▇▇▇ will confirm in writing the Administrative Agent's ’s authority to release particular types or items of Collateral pursuant hereto. Agent shall have no obligation whatsoever to any Lender or to any other Person to assure that the Collateral exists or is owned by any Credit Party or is cared for, protected or insured or has been encumbered or that the Liens granted to Agent herein or pursuant to this subsection 10.11(b).
(c) Each Lender agrees with and Agreement or the other Related Writings have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise at all or in favor any particular manner or under any duty of each other (which agreement shall not be for the benefit of the Company care, disclosure or any Subsidiary) that any security interest in real property collateral received by a Lender in connection with the extension of any loan fidelity, or financial commitment between such Lender and the Company or to continue exercising, any of its Affiliates rights, authorities and not powers granted or available to Agent in this Section 10.14 or in any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Agent may act in any manner it may deem appropriate, in its sole discretion, but consistent with the provisions of this Agreement, including given Agent's own interest in the Collateral as a Lender and that Agent shall have no duty or liability whatsoever to any Lender. Without limiting the powers of the Agent, for the purposes of holding any hypothec granted to the transactions contemplated hereby shall not constitute collateral for Attorney (as defined below) pursuant to the Company's obligations under this Agreement or laws of the Province of Québec to secure the prompt payment and performance of any other Loan Document.
(i) Any and all proceeds Banking Services Obligations by any Credit Party, each of disposition or other realization the Secured Creditors hereby irrevocably appoints and authorizes the Agent and, to the extent necessary, ratifies the appointment and authorization of the Agent, to act as the hypothecary representative of the creditors as contemplated under Article 2692 of the Civil Code of Québec (in such capacity, the “Attorney”), and to enter into, to take and to hold on their behalf, and for their benefit, any hypothec, and to exercise such powers and duties that are conferred upon the Collateral or from Attorney under any realization on any Guaranty received related deed of hypothec. The Attorney shall: (a) have the sole and exclusive right and authority to exercise, except as may be otherwise specifically restricted by the Administrative Agent in connection with terms hereof, all rights and remedies given to the Attorney pursuant to any enforcementsuch deed of hypothec and applicable law, sale, collection and (including judicial or non-judicial foreclosureb) or similar proceedings benefit from and be subject to all provisions hereof with respect to the Collateral or a demand or other enforcement or collection Agent mutatis mutandis, including, without limitation, all such provisions with respect to any Guaranty shall be applied the liability or responsibility to and indemnification by the Administrative AgentSecured Creditors and Credit Parties. Any person who becomes a Secured Creditor shall, by its execution of an Additional Lender Assumption Agreement, be deemed to have consented to and confirmed the Attorney as the person acting as hypothecary representative holding the aforesaid hypothecs as aforesaid and to have ratified, as follows:of the date it becomes a Secured Creditor, all actions taken by the Attorney in such capacity. The substitution of the Agent pursuant to the provisions of this Section 10.14 shall also constitute the substitution of the Attorney.
Appears in 1 contract
Collateral Matters. (a) The Administrative Agent is authorized on behalf of all ------------------ the LendersBanks, without the necessity of any notice to or further consent from the LendersBanks, from time to time to take any action with respect to any Collateral or the Collateral Loan Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Collateral Loan Documents.
(b) The Lenders Banks irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral:
Collateral (iI) upon termination of the Commitments and payment in full of all Loans and all other obligations Obligations known to the Administrative Agent and payable under this Agreement or any other Loan Document; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted hereunder; (iii) constituting property in which the Company Borrower or any Subsidiary owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to the Company Borrower or any Subsidiary 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 Company 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, if required by subsection 11.1(g), all the LendersBanks. Upon request by the Administrative Agent at any time, the Lenders Banks will confirm in writing the Administrative Agent's authority to release particular types or items of Collateral pursuant to this subsection 10.11(b), provided that the absence of any such confirmation for whatever reason shall not affect the Agent's rights under this Section 10.11.
(c) Each Lender Bank agrees with and in favor of each other (which agreement shall not be for the benefit of the Company Borrower or any Subsidiary) that the Borrower's obligations to such Bank under this Agreement and the other Loan Documents is not and shall not be secured by any security interest in real property collateral received now or hereafter acquired by a Lender in connection with the extension of any loan or financial commitment between such Lender and the Company or any of its Affiliates and not related to the transactions contemplated hereby shall not constitute collateral for the Company's obligations under this Agreement or any other Loan DocumentBank.
(i) Any and all proceeds of disposition or other realization on the Collateral or from any realization on any Guaranty received by the Administrative Agent in connection with any enforcement, sale, collection (including judicial or non-judicial foreclosure) or similar proceedings with respect to the Collateral or a demand or other enforcement or collection with respect to any Guaranty shall be applied by the Administrative Agent, as follows:
Appears in 1 contract
Sources: Credit Agreement (Atmos Energy Corp)
Collateral Matters. (a) 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 Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Collateral Documents.
(b) The Lenders irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral:
Collateral (i) upon termination of the Commitments and payment in full of all Loans and all other obligations Obligations known to the Administrative Agent and payable under this Agreement or any other Loan Document; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted hereunder; (iii) constituting property in which the Company or any Subsidiary owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to the Company or any Subsidiary 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 Company or such Subsidiary to be, renewed or extended; (v) consisting of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness Indebtedness evidenced thereby has been paid in full; or (viiii) if approved, authorized or ratified in writing by the Required Lenders or, if required by subsection 11.1(g), or all the Lenders, as the case may be, as provided in SUBSECTION 10.01(g). Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent's authority to release particular types or items of Collateral pursuant to this subsection 10.11(bSUBSECTION 9.11(b), provided that the absence of any such confirmation for whatever reason shall not affect the Administrative Agent's rights under this SECTION 9.11.
(c) Each Lender agrees with and in favor of each other (which agreement shall not be for the benefit of the Company or any Subsidiary) that the Company's obligation to such Lender under this Agreement and the other Loan Documents is not and shall not be secured by any security interest in real property collateral received now or hereafter acquired by a Lender in connection with the extension of any loan or financial commitment between such Lender and the Company or any of its Affiliates and not related to the transactions contemplated hereby shall not constitute collateral for the Company's obligations under this Agreement or any other Loan DocumentLender.
(i) Any and all proceeds of disposition or other realization on the Collateral or from any realization on any Guaranty received by the Administrative Agent in connection with any enforcement, sale, collection (including judicial or non-judicial foreclosure) or similar proceedings with respect to the Collateral or a demand or other enforcement or collection with respect to any Guaranty shall be applied by the Administrative Agent, as follows:
Appears in 1 contract
Collateral Matters. (a) 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 Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Collateral Documents.
(b) The Lenders irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral:
Collateral (i) upon termination of the Commitments and payment in full of all Loans and all other obligations Obligations known to the Administrative Agent and payable under this Agreement or any other Loan Document; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted not prohibited hereunder; (iii) constituting 82 property in which the Company Borrower, CHC or any Subsidiary owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to the Company Borrower, CHC or any Subsidiary under a lease which has expired or been terminated in a transaction permitted not prohibited under this Agreement or is about to expire and which has not been, and is not intended by the Company Borrower, CHC 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, if required by subsection 11.1(g), or all the Lenders, as the case may be, as provided in Section 12.1(f). Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent's authority to release particular types or items of Collateral pursuant to this subsection Section 10.11(b).
(c) Each Lender agrees with and in favor of each other (which agreement shall not be for the benefit of the Company or any Subsidiary) that any security interest in real property collateral received by a Lender in connection with the extension of any loan or financial commitment between such Lender and the Company or any of its Affiliates and not related to the transactions contemplated hereby shall not constitute collateral for the Company's obligations under this Agreement or any other Loan Document.
(i) Any and all proceeds of disposition or other realization on the Collateral or from any realization on any Guaranty received by the Administrative Agent in connection with any enforcement, sale, collection (including judicial or non-judicial foreclosure) or similar proceedings with respect to the Collateral or a demand or other enforcement or collection with respect to any Guaranty shall be applied by the Administrative Agent, as follows:
Appears in 1 contract
Collateral Matters. (a) 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 Collateral Related Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Collateral Related Documents.
(b) The Lenders irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral:
Collateral (i) upon termination of the Commitments and payment in full of all Loans Loans, LC Obligations and all other obligations Liabilities known to the Administrative Agent and payable under this Agreement or any other Loan Related Document; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted hereunder; (iii) constituting property in which the Company Borrower or any Subsidiary of its Subsidiaries owned no interest at the time the such Lien was granted or at any time thereafter; (iv) constituting property leased to the Company Borrower or any Subsidiary of its Subsidiaries 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 Company Borrower or such Subsidiary to be, renewed or extended; (v) consisting of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness Indebtedness evidenced thereby has been paid in full; or (vi) if approved, authorized or ratified in writing by the Required Lenders or, if required by subsection 11.1(g), or all the Lenders, as the case may be, as provided in Section 17.1. Upon request by the Administrative Agent at any time, the ------------ Lenders will confirm in writing the Administrative Agent's authority to release particular types or items of Collateral pursuant to this subsection 10.11(b).
(c) Each Lender agrees with and in favor of each other (which agreement shall not be for the benefit of the Company or any Subsidiary) that any security interest in real property collateral received by a Lender in connection with the extension of any loan or financial commitment between such Lender and the Company or any of its Affiliates and not related to the transactions contemplated hereby shall not constitute collateral for the Company's obligations under this Agreement or any other Loan Document.
(i) Any and all proceeds of disposition or other realization on the Collateral or from any realization on any Guaranty received by the Administrative Agent in connection with any enforcement, sale, collection (including judicial or non-judicial foreclosure) or similar proceedings with respect to the Collateral or a demand or other enforcement or collection with respect to any Guaranty shall be applied by the Administrative Agent, as follows:Section 15.7. ------------
Appears in 1 contract
Collateral Matters. (a) 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 Collateral Security Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Collateral Security Documents.
(b) The Lenders irrevocably authorize the Administrative Agent, at its option and in its discretion, to authorize the release of any Lien granted to or held by for the Administrative benefit of the Agent and the Lenders upon any Collateral:
Collateral (i) upon termination of the Commitments and payment in full of all Loans and all other obligations Obligations known to the Administrative Agent and payable under this Agreement or any other Loan Document; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted hereunder; (iii) constituting property in which the Company or any Subsidiary owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to the Company Borrower or any Material Subsidiary 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 Company Borrower or such Material Subsidiary to be, renewed or extended; (viv) consisting of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness evidenced thereby has been paid in full; or (viv) if approved, authorized or ratified in writing by the Required Lenders or, if required by subsection 11.1(g), or all the Lenders, as the case may be, as provided in Section 11.1. Upon request by the Administrative Agent at any ------------ time, the Lenders will confirm in writing the Administrative Agent's authority to authorize the release of particular types or items of Collateral pursuant to this subsection 10.11(bSection 10. 11 (b).. ---------------
(c) Each Lender agrees with and in favor of each other (which agreement shall not be for the benefit of the Company Borrower or any Subsidiary) that the Borrower's and the other Obligors' obligations to such Lender under this Agreement and the other Loan Documents are not and shall not be secured by any security interest in Lien on real property collateral received by a Lender in connection with the extension of any loan now or financial commitment between hereafter granted to such Lender and the Company or any of its Affiliates and not related to the transactions contemplated hereby shall not constitute collateral for the Company's obligations under this Agreement or any other Loan DocumentLender.
(i) Any and all proceeds of disposition or other realization on the Collateral or from any realization on any Guaranty received by the Administrative Agent in connection with any enforcement, sale, collection (including judicial or non-judicial foreclosure) or similar proceedings with respect to the Collateral or a demand or other enforcement or collection with respect to any Guaranty shall be applied by the Administrative Agent, as follows:
Appears in 1 contract
Collateral Matters. (a) The Administrative Agent is authorized on behalf of all the LendersBanks, without the necessity of any notice to or further consent from the LendersBanks, from time to time to take any action with respect to any Collateral or the Collateral Documents Pledge Agreements which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Collateral DocumentsPledge Agreements. In connection with the Recapitalization, the Administrative Agent is authorized to release the stock collateral held under the ▇▇▇▇▇▇▇▇ Family Pledge Agreement to the extent necessary, against delivery of the stock of the Company owned by the Holding Company.
(b) The Lenders Banks irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral:
Collateral (i) upon termination of the Commitments and payment in full of all Loans and all other obligations known to the Administrative Agent and Obligations payable under this Agreement or and under any other Loan Document; (ii) constituting property Property sold or to be sold or disposed of as part of or in connection with any disposition Disposition permitted hereunder; (iii) constituting property Property in which the Company or any Subsidiary of the Company owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property Property leased to the Company or any Subsidiary of the Company 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 Company or such Subsidiary to be, renewed or extended; (v) consisting of an instrument evidencing Indebtedness or other debt instrument, if 107 the indebtedness evidenced thereby has been paid in full; or (vi) if approved, authorized or ratified in writing by the Required Lenders or, if required by subsection 11.1(g), Majority Banks or all the LendersBanks, as the case may be, subject to Section 10.1(f). Upon request by the Administrative Agent at any time, the Lenders Banks will confirm in writing the Administrative Agent's authority to release particular types or items of Collateral pursuant to this subsection 10.11(bSection 9.10(b).
(c) Each Lender Bank agrees with and in favor of each other (which agreement shall not be for the benefit of the Company or any Subsidiaryof its Subsidiaries) that the Company's obligation to such Bank under this Agreement and the other Loan Documents is not and shall not be secured by any security interest in real property collateral received now or hereafter acquired by a Lender in connection with the extension of any loan or financial commitment between such Lender and the Company or any of its Affiliates and not related to the transactions contemplated hereby shall not constitute collateral for the Company's obligations under this Agreement or any other Loan DocumentBank.
(i) Any and all proceeds of disposition or other realization on the Collateral or from any realization on any Guaranty received by the Administrative Agent in connection with any enforcement, sale, collection (including judicial or non-judicial foreclosure) or similar proceedings with respect to the Collateral or a demand or other enforcement or collection with respect to any Guaranty shall be applied by the Administrative Agent, as follows:
Appears in 1 contract
Sources: Reducing Revolving Credit Agreement (Cinemark Usa Inc /Tx)
Collateral Matters. (a) 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 Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Collateral Documents.
(b) The Lenders irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent (on behalf of the Lenders or otherwise) upon any Collateral:
Collateral (i) upon termination of the Commitments and payment in full of all Loans and all other obligations Obligations known to the Administrative Agent and payable under this Agreement or any other Loan Document; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted hereunder; (iii) constituting property in which the Company Borrower or any Subsidiary owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to the Company Borrower or any Subsidiary 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 Company 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 Majority Lenders or, if required by subsection 11.1(g), or all the Lenders, as the case may be, as provided in Section 10.01(f). Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent's authority to release particular types or items of Collateral pursuant to this subsection 10.11(bSection 9.11(b), provided that the absence of any such confirmation for whatever reason shall not affect the Agent's rights under this Section 9.11.
(c) Each Lender agrees with and in favor of each other (which agreement shall not be for the benefit of the Company Borrower or any Subsidiary) that the Borrower's obligation to such Lender under this Agreement and the other Loan Documents is not and shall not be secured by any security interest in real property collateral received now or hereafter acquired by a Lender in connection with the extension of any loan or financial commitment between such Lender and other than the Company or any of its Affiliates and not related to real property described in the transactions contemplated hereby shall not constitute collateral for the Company's obligations under this Agreement or any other Loan DocumentMortgages.
(i) Any and all proceeds of disposition or other realization on the Collateral or from any realization on any Guaranty received by the Administrative Agent in connection with any enforcement, sale, collection (including judicial or non-judicial foreclosure) or similar proceedings with respect to the Collateral or a demand or other enforcement or collection with respect to any Guaranty shall be applied by the Administrative Agent, as follows:
Appears in 1 contract
Collateral Matters. (a) The Administrative Agent is authorized (but not required) 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 Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Collateral Documents.
(b) The Lenders irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral:
(i) upon termination of the Commitments and payment in full of all Loans and all other obligations known to the Administrative Agent and Obligations then payable under this Agreement or and under any other Loan Document; ;
(ii) constituting property Property sold or to be sold or disposed of as part of or in connection with any disposition permitted hereunder; ;
(iii) constituting property in which the Company or any Subsidiary owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to the Company or any Subsidiary 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 Company or such Subsidiary to be, renewed or extended; (v) consisting of an instrument evidencing Indebtedness or of any other debt instrument, if the indebtedness Indebtedness evidenced thereby has been paid in full; or or
(viiv) if approved, authorized or ratified in writing by the Required Lenders or, if required by subsection 11.1(g), or all the Lenders, as the case may be, as provided in subsection 9.1(f). Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent's authority to release particular types or items of Collateral pursuant to this subsection 10.11(b8.10(b).
(c) Each Lender agrees with and in favor of each other Lender (which agreement shall not be for the benefit of the Company or any Subsidiary) that any security interest in real property collateral received by a Lender in connection with the extension of any loan or financial commitment between such Lender and the Company Borrower or any of its Affiliates and not related Subsidiaries) that the Borrower's obligation to the transactions contemplated hereby shall not constitute collateral for the Company's obligations such Lender under this Agreement and the other Loan Documents shall be equally and ratably secured by any real property and/or other collateral now or hereafter securing any obligations of the Borrower or any other Loan Documentof its Subsidiaries to such Lender, whether or not the same constitutes Collateral hereunder.
(i) Any and all proceeds of disposition or other realization on the Collateral or from any realization on any Guaranty received by the Administrative Agent in connection with any enforcement, sale, collection (including judicial or non-judicial foreclosure) or similar proceedings with respect to the Collateral or a demand or other enforcement or collection with respect to any Guaranty shall be applied by the Administrative Agent, as follows:
Appears in 1 contract
Sources: Credit Agreement (PrimeWood, Inc.)
Collateral Matters. (a) The Administrative Agent is authorized on behalf of all the LendersBanks and the Swap Banks, without the necessity of any notice to or further consent from the LendersBanks or the Swap Banks, from time to time to take any action with respect to any Collateral or the Collateral Loan Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Collateral Loan Documents.
(b) The Lenders Banks and the Swap Banks irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral:
Collateral (i) upon termination of the Commitments and payment in full of all Loans and all other obligations Obligations known to the Administrative Agent and payable under this Agreement or any other Loan DocumentDocument or any Swap Contract; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted hereunder; (iii) constituting property in which the Company Loan Parties or any Subsidiary owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to the Company Loan Parties or any Subsidiary 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 Company Loan Parties or such Subsidiary to be, renewed or extended; (v) consisting of an instrument evidencing Indebtedness indebtedness or other debt instrument, if the indebtedness evidenced thereby has been paid in full; (vi) in POR Collateral to the extent the release of the Agent’s Lien in such POR Collateral is required by the applicable POR Agreement or any Requirement of Law; or (vivii) if approved, authorized or ratified in writing by the Required Lenders or, if required by subsection 11.1(g), all the LendersBanks. Upon request by the Administrative Agent at any time, the Lenders Banks will confirm in writing the Administrative Agent's ’s authority to release particular types or items of Collateral pursuant to this subsection 10.11(bSubsection 9.11(b).
(c) Each Lender agrees with and in favor ; provided, however, that the absence of each other (which agreement any such confirmation for whatever reason shall not be for affect the benefit of the Company or any Subsidiary) that any security interest in real property collateral received by a Lender in connection with the extension of any loan or financial commitment between such Lender and the Company or any of its Affiliates and not related to the transactions contemplated hereby shall not constitute collateral for the Company's obligations Agent’s rights under this Agreement or any other Loan DocumentSection 9.11.
(i) Any and all proceeds of disposition or other realization on the Collateral or from any realization on any Guaranty received by the Administrative Agent in connection with any enforcement, sale, collection (including judicial or non-judicial foreclosure) or similar proceedings with respect to the Collateral or a demand or other enforcement or collection with respect to any Guaranty shall be applied by the Administrative Agent, as follows:
Appears in 1 contract
Collateral Matters. (a) The Administrative Agent is authorized on behalf of all the Lenders, without the necessity of any notice to or further consent from the Lenders, may from time to time time, make such disbursements and advances ("Agent Advances") which the Agent, in its sole discretion, deems necessary or desirable to take any action with respect to any preserve or protect the Collateral or any portion thereof, to enhance the Collateral Documents which may be necessary likelihood or maximize the amount of repayment by the Borrower, any Guarantor or other Person of the Loans, and other obligations or to perfect and maintain perfected pay any other amount chargeable to the security interest in and Liens upon the Collateral granted Borrower or Guarantor pursuant to the Collateral Documentsterms of this Agreement, including, without limitation, costs, fees and expenses. The Agent Advances shall be repayable on demand and be secured by the Collateral. Each Lender agrees that it shall make available to the Agent, upon the Agent's demand, in Dollars in immediately available funds, the amount equal to such Lender's pro rata share of such Agent Advance. If such funds are not made available to the Agent by such Lender the Agent shall be entitled to recover such funds, on demand from Lender together with interest thereon, for each day from the date such payment was due until the date such amount is paid to the Agent, at the federal funds rate for three (3) Business Days and thereafter at the Chase Bank Rate.
(b) The Agent shall have no obligation whatsoever to any Lenders irrevocably authorize to assure that the Administrative AgentCollateral exists or is owned by the Borrower or any Guarantor or is cared for, protected or insured or has been encumbered or that the liens granted to the Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise at its option all or in any particular manner or under any duty of 109 care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Agent in this Section 17.10 or in any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Agent may act in any manner it may deem appropriate, in its sole discretion, to release any Lien granted to or held by given the Administrative Agent upon any Collateral:
(i) upon termination Agent's own interest in the Collateral as one of the Commitments Lenders and payment in full of all Loans and all other obligations known that the Agent shall have no duty or liability whatsoever to the Administrative Agent and payable under this Agreement or any other Loan Document; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted hereunder; (iii) constituting property in which the Company or any Subsidiary owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to the Company or any Subsidiary 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 Company or such Subsidiary to be, renewed or extended; (v) consisting of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness thereby has been paid in full; or (vi) if approved, authorized or ratified in writing by the Required Lenders or, if required by subsection 11.1(g), all the Lenders. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent's authority to release particular types or items of Collateral pursuant to this subsection 10.11(b)Lender.
(c) Each Lender agrees with and in favor of each other (which agreement shall not be for the benefit of the Company or any Subsidiary) that any security interest in real property collateral received by a Lender in connection with the extension of any loan or financial commitment between such Lender and the Company or any of its Affiliates and not related to the transactions contemplated hereby shall not constitute collateral for the Company's obligations under this Agreement or any other Loan Document.
(i) Any and all proceeds of disposition or other realization on the Collateral or from any realization on any Guaranty received by the Administrative Agent in connection with any enforcement, sale, collection (including judicial or non-judicial foreclosure) or similar proceedings with respect to the Collateral or a demand or other enforcement or collection with respect to any Guaranty shall be applied by the Administrative Agent, as follows:
Appears in 1 contract
Sources: Financing and Security Agreement (Andover Togs Inc)
Collateral Matters. (a) 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 Collateral Documents which may be necessary to perfect and maintain perfected the perfection of the security interest in and Liens upon the Collateral granted pursuant to the Collateral Documents. Without excluding the Hedging Lenders from other references to the Lenders as applicable in this Agreement, the receipt by the Hedging Lenders of the Liens and other benefits of this Agreement with respect to the Hedging Obligations shall be deemed to constitute the authorization by and agreement of each of the Hedging Lenders with respect to all the matters governed by this Section 9.11 and by Section 10.01.
(b) The Lenders irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral:
Collateral (i) upon termination of the Commitments and the payment in full of all Loans and all other obligations known to the Administrative Agent and Obligations (other than indemnities not then owed) payable under this Agreement or and under any other Loan Document; Document (other than any Hedging Obligation, the term of which extends beyond the time of such termination of Commitments and payment in full of all other Obligations), (ii) constituting property sold or to be sold or disposed Disposed of as part of or in connection with any disposition Disposition permitted hereunder; , (iii) constituting property in which the Company or any Subsidiary owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to the Company Borrower or any Subsidiary under a lease which that has expired or that has been terminated in a transaction permitted under this Agreement Agreement, or that is about to expire and which that has not been, and that is not intended by the Company Borrower or such Subsidiary to be, renewed or extended; , (viv) consisting of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness evidenced thereby has been paid in full; , (v) constituting Mortgaged Property to be Disposed of pursuant to a Disposition permitted under Section 7.05(d), (vi) constituting Cash Collateral that arose under Section 2.05(g) that Borrower elects to apply as a voluntary prepayment under Section 2.06 or (vivii) if approved, authorized or ratified in writing by the Required Lenders or, if required by subsection 11.1(g), or all the Lenders, as the case may be, as provided in Section 10.01(h). The Lenders irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any Guarantor from any Guaranty (x) in connection with any Disposition permitted hereunder of Stock of a Subsidiary in a transaction permitted hereunder or (y) if approved, authorized or ratified in writing by all the Lenders as provided in Section 10.01(g). Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent's ’s authority to release any Guarantor or particular types or items of Collateral pursuant to this subsection 10.11(bSection 9.11(b).
(c) Each Lender agrees with All cash proceeds and in favor other amounts realized by the Administrative Agent from the Collateral after an Event of each other (which agreement shall not be for the benefit of the Company or any Subsidiary) that any security interest in real property collateral received by a Lender in connection with the extension of any loan or financial commitment between such Lender and the Company or any of its Affiliates and not related to the transactions contemplated hereby shall not constitute collateral for the Company's obligations under this Agreement or any other Loan Document.
(i) Any Default, and all proceeds of disposition or other realization on the Collateral or from any realization on any Guaranty payments received by the Administrative Agent after an acceleration of the Obligations, shall be applied in connection the following priority, on a pro rata basis within each level of priority: first, to the payment of all costs and expenses owed under Section 10.04; second, to accrued but unpaid interest on the Loans and L/C Borrowings, accrued but unpaid letter of credit and commitment fees hereunder, and amounts owing under Hedging Obligations (other than any Swap Termination Value owing with respect thereto); third, to payment of outstanding principal of the Loans and L/C Borrowings, any enforcement, sale, collection (including judicial or non-judicial foreclosure) or similar proceedings Swap Termination Values payable with respect to Hedging Obligations, and to fund Cash Collateralization of any L/C Obligations; fourth, to payment of all other Obligations then due and payable; and fifth, the remainder, if any, to Borrower or to whomever may be lawfully entitled to receive such remainder. Notwithstanding the foregoing sentence, Cash Collateral or a demand or other enforcement or collection with respect to any Guaranty for L/C Obligations shall be applied to reimburse the L/C Issuer for drawings under Letters of Credit issued by it as and when they arise in the Administrative Agentsame proportion as the aggregate amount of such Cash Collateral bears to all L/C Obligations; upon expiration of all outstanding Letters of Credit, any remaining Cash Collateral for L/C Obligations shall be (i) if an Event of Default exists and is continuing at such time, applied as follows:provided in the preceding sentence, (ii) if no Default or Event of Default exists and is continuing at such time, paid over to the Borrower, or (iii) if a Default exists and is continuing at such time, held until such time as such Default either matures into an Event of Default or is cured, at which time it shall be applied as set forth in clause (i) or (ii) of this sentence, respectively.
Appears in 1 contract
Collateral Matters.
(a) The Administrative Agent is hereby authorized by each Lender (on its own behalf or on behalf of all the Lendersany Affiliate of such Lender that is party to a Lender Rate Contract or providing Lender Bank Products), without the necessity of any notice to or further consent from any Lender (on its own behalf or on behalf of any Affiliate of such Lender that is party to a Lender Rate Contract or providing Lender Bank Products), and without the Lendersobligation to take any such action, from time to time to take any action with respect to any Collateral or the Collateral Documents any Security Document which may from time to time be necessary to perfect and maintain perfected the security interest in and Liens upon of the Collateral granted pursuant to the Collateral Security Documents..
(b) The Each of the Lenders (on its own behalf or on behalf of any Affiliate of such Lender that is party to a Lender Rate Contract or providing Lender Bank Products) irrevocably authorize the Administrative Agent, at its option and in its discretion, to release (and to execute and deliver such documents, instruments and agreements as the Administrative Agent may deem necessary to release) any Lien granted to or held by the Administrative Agent upon any Collateral:
Collateral (i) upon termination of the Revolving Loan Commitments and the full Cash Collateralization of the then outstanding L/C Obligations (in an amount equal to the Minimum Collateral Amount) and the payment in full of all Loans and all other obligations known to the Administrative Agent and Obligations payable under this Agreement or any and under the other Loan DocumentDocuments (other than Obligations in respect of Lender Rate Contracts and Lender Bank Products except to the extent the Administrative Agent has received prior written notice from the applicable Lender Party of any such Lender Rate Contract or the existence of such Obligations in respect of Lender Bank Products); (ii) constituting property sold of the Loan Parties which is sold, transferred or to be sold or otherwise disposed of as part of or in connection with any disposition permitted hereundertransaction not prohibited by this Agreement or the Loan Documents; (iii) constituting property in which the Company or any Subsidiary owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to the Company or any Subsidiary Loan Parties under a an operating lease which has expired or been terminated in a transaction permitted under not prohibited by this Agreement or is about to the Loan Documents or which will concurrently expire and which has not been, been and is not intended by the Company or such Subsidiary Loan Parties to be, renewed or extended; (viv) consisting of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness Indebtedness evidenced thereby has been paid in full; or (viv) if approved, authorized approved or ratified in writing consented to by those of the Required Lenders or, if required by subsection 11.1(g), all the LendersSection 8.04. Upon request by the Administrative Agent at any timeAgent, the Lenders will (and will cause their Affiliates that are party to Lender Rate Contracts or that have extended Lender Bank Products to) confirm in writing the Administrative Agent's ’s authority to release particular types or items of Collateral pursuant to this subsection 10.11(b).
(c) Each Lender agrees with and in favor of each other (which agreement shall not be for the benefit of the Company or any Subsidiary) that any security interest in real property collateral received by a Lender in connection with the extension of any loan or financial commitment between such Lender and the Company or any of its Affiliates and not related to the transactions contemplated hereby shall not constitute collateral for the Company's obligations under this Agreement or any other Loan Document.
(i) Any and all proceeds of disposition or other realization on the Collateral or from any realization on any Guaranty received by the Administrative Agent in connection with any enforcement, sale, collection (including judicial or nonSection 7.07. -130- 4147-judicial foreclosure) or similar proceedings with respect to the Collateral or a demand or other enforcement or collection with respect to any Guaranty shall be applied by the Administrative Agent, as follows:6459-6034
Appears in 1 contract
Collateral Matters. (a) 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 Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Collateral Documents.
(b) The Lenders irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral:
Collateral (i) upon termination of the Commitments and payment in full of all Loans and all other obligations Obligations known to the Administrative Agent and payable under this Agreement or any other Loan Document; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted hereunder; (iii) constituting property in which the Company Borrower or any Subsidiary owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to the Company Borrower or any Subsidiary 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 Company 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 Requisite Lenders or, if required by subsection 11.1(g), or all the Lenders, as the case may be, as provided in Section 10.01. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent's authority to release particular types or items of Collateral pursuant to this subsection 10.11(b9.11(b), provided that the absence of any such confirmation for whatever reason shall not affect the Agent's rights under this Section 9.11.
(c) Each Lender agrees with and in favor of each other (which agreement shall not be for the benefit of the Company Borrower or any Subsidiary) that the Borrower's obligation to such Lender under this Agreement and the other Loan Documents is not and shall not be secured by any security interest in real property collateral received now or hereafter acquired by a Lender in connection with the extension of any loan or financial commitment between such Lender and the Company or any of its Affiliates and not related to the transactions contemplated hereby shall not constitute collateral for the Company's obligations under this Agreement or any other Loan DocumentLender.
(i) Any and all proceeds of disposition or other realization on the Collateral or from any realization on any Guaranty received by the Administrative Agent in connection with any enforcement, sale, collection (including judicial or non-judicial foreclosure) or similar proceedings with respect to the Collateral or a demand or other enforcement or collection with respect to any Guaranty shall be applied by the Administrative Agent, as follows:
Appears in 1 contract
Collateral Matters. (a) 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 Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Collateral Documents.
(b) The Lenders irrevocably authorize the Administrative Agent, at its option and in its discretion, to (a) execute and deliver a subordination agreement with respect to any Lien granted to or held by the Administrative Agent upon the collateral granted pursuant to the Collateral Documents to the extent the Lien to which such Lien is subordinated is expressly permitted by clause (d) of Section 10.8 or (b) release any Lien granted to or held by the Administrative Agent upon any Collateral:
collateral granted pursuant to the Collateral Documents (i) upon termination of the Commitments and payment in full of all Loans and all other obligations known to of the Administrative Agent Company hereunder and payable under this Agreement or any the other Loan DocumentDocuments; (ii) constituting property (including stock of a Subsidiary) sold or to be sold or disposed of as part of or in connection with any disposition permitted hereunder; (iii) constituting property in which the Company or any the applicable Subsidiary owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to the Company or any a Subsidiary 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 Company or such Subsidiary to be, renewed or extended; or (v) consisting subject to the third sentence of an instrument evidencing Indebtedness or other debt instrumentSection 14.1, if the indebtedness thereby has been paid in full; or (vi) if approved, authorized or ratified in writing by the Required Lenders or, if required by subsection 11.1(g), all the Lenders. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent's authority to release particular types or items of Collateral collateral pursuant to this subsection 10.11(b)Section 13.11.
(c) Each Lender agrees with and in favor of each other (which agreement shall not be for the benefit of the Company or any Subsidiary) that any security interest in real property collateral received by a Lender in connection with the extension of any loan or financial commitment between such Lender and the Company or any of its Affiliates and not related to the transactions contemplated hereby shall not constitute collateral for the Company's obligations under this Agreement or any other Loan Document.
(i) Any and all proceeds of disposition or other realization on the Collateral or from any realization on any Guaranty received by the Administrative Agent in connection with any enforcement, sale, collection (including judicial or non-judicial foreclosure) or similar proceedings with respect to the Collateral or a demand or other enforcement or collection with respect to any Guaranty shall be applied by the Administrative Agent, as follows:
Appears in 1 contract
Collateral Matters. (a) The Administrative Agent is authorized on behalf of all of 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 Collateral Loan Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Collateral Loan Documents, as permitted by the Loan Documents.
(b) The Lenders irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral:
Collateral (i) upon termination of the Commitments and payment in full of all Loans and all other obligations Obligations known to the Administrative Agent and payable under this Credit Agreement or any other Loan DocumentDocument (except indemnification obligations for which no claim has been made); (ii) constituting property sold or to be sold or disposed of as part of or in connection with any disposition of Collateral permitted hereunderhereunder or under any other Loan Document; (iii) constituting property in which the Company or Borrower did not own any Subsidiary owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to the Company or any Subsidiary Borrower under a lease which has expired or been terminated in a transaction permitted under this Credit Agreement or is about to expire and which has not been, and is not intended by the Company or such Subsidiary Borrower to be, renewed or extendedextended unless such leased property was purchased by any of the Borrower upon such expiration or termination; (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 all or the Required requisite number of the Lenders or, if required by subsection 11.1(g), all the Lendersas set forth in Section 15.12. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent's ’s authority to release particular types or items of Collateral pursuant to this subsection 10.11(b).
(c) Each Lender agrees with and in favor Section 13.10; provided that the absence of each other (which agreement any such confirmation for whatever reason shall not be for the benefit of the Company or any Subsidiary) that any security interest in real property collateral received by a Lender in connection with the extension of any loan or financial commitment between such Lender and the Company or any of its Affiliates and not related to the transactions contemplated hereby shall not constitute collateral for the Company's obligations under this Agreement or any other Loan Document.
(i) Any and all proceeds of disposition or other realization on the Collateral or from any realization on any Guaranty received by the Administrative Agent in connection with any enforcement, sale, collection (including judicial or non-judicial foreclosure) or similar proceedings with respect to the Collateral or a demand or other enforcement or collection with respect to any Guaranty shall be applied by affect the Administrative Agent, as follows:’s rights under this Section 13.10.
Appears in 1 contract
Collateral Matters. (a) The Administrative Agent is authorized on behalf of all the LendersBanks, without the necessity of any notice to or further consent from the LendersBanks, from time to time to take any action with respect to any Collateral or the Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Collateral Documents.
(b) The Lenders Banks irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral:
Collateral (i) upon termination of the Commitments and payment in full of all Loans and all other obligations Obligations known to the Administrative Agent and payable under this Agreement or any other Loan Document; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted hereunder; (iii) constituting property in which the Company or any Subsidiary owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to the Company or any Subsidiary 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 Company 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, if required by subsection 11.1(g), Majority Banks or all the LendersBanks, as the case may be, as provided in subsection 10.01(f). Upon request by the Administrative Agent at any time, the Lenders Banks will confirm in writing the Administrative Agent's authority to release particular types or items of Collateral pursuant to this subsection 10.11(b9.11(b), provided that the absence of any such confirmation for whatever reason shall not affect the Agent's rights under this Section 9.11.
(c) Each Lender Bank agrees with and in favor of each other (which agreement shall not be for the benefit of the Company or any Subsidiary) that the Company's obligation to such Bank under this Agreement and the other Loan Documents is not and shall not be secured by any security interest in real property collateral received now or hereafter acquired by a Lender in connection with the extension of any loan or financial commitment between such Lender and the Company or any of its Affiliates and not related to the transactions contemplated hereby shall not constitute collateral for the Company's obligations under this Agreement or any other Loan DocumentBank.
(i) Any and all proceeds of disposition or other realization on the Collateral or from any realization on any Guaranty received by the Administrative Agent in connection with any enforcement, sale, collection (including judicial or non-judicial foreclosure) or similar proceedings with respect to the Collateral or a demand or other enforcement or collection with respect to any Guaranty shall be applied by the Administrative Agent, as follows:
Appears in 1 contract
Sources: Credit Agreement (Ns Group Inc)
Collateral Matters. (a) 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 Collateral Security Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Collateral Security Documents.
(b) The Lenders irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral:
Collateral (i) upon termination of the Commitments and payment in full of all Loans and all other obligations Obligations known to the Administrative Agent and payable under this Agreement or any other Loan Operative Document; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted hereunder; (iii) constituting property in which the Company or any Subsidiary owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to the Company or any Subsidiary 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 Company or such Subsidiary to be, 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 Majority Lenders or, if required by subsection 11.1(g), or all the Lenders, as the case may be, as provided in Section 11.03 hereof. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent's authority to release particular types or items of Collateral pursuant to this subsection Section 10.11(b).
(c) Each Lender agrees with and in favor , provided that the absence of each other (which agreement any such confirmation for whatever reason shall not be for the benefit of the Company or any Subsidiary) that any security interest in real property collateral received by a Lender in connection with the extension of any loan or financial commitment between such Lender and the Company or any of its Affiliates and not related to the transactions contemplated hereby shall not constitute collateral for the Company's obligations under this Agreement or any other Loan Document.
(i) Any and all proceeds of disposition or other realization on the Collateral or from any realization on any Guaranty received by the Administrative Agent in connection with any enforcement, sale, collection (including judicial or non-judicial foreclosure) or similar proceedings with respect to the Collateral or a demand or other enforcement or collection with respect to any Guaranty shall be applied by affect the Administrative Agent, as follows:'s rights under this Section 10.11.
Appears in 1 contract
Collateral Matters. (a) The Administrative Agent is Agents are authorized on behalf of all the LendersBanks, without the necessity of any notice to or further consent from the LendersBanks, from time to time to take any action with respect to any Collateral or the Collateral Loan Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Collateral Loan Documents.
(b) The Lenders Banks irrevocably authorize the Administrative AgentAgents, at its their option and in its their discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral:
Collateral (iI) upon termination of the Commitments and payment in full of all Loans and all other obligations Obligations known to the Administrative Agent Agents and payable under this Agreement or any other Loan Document; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted hereunder; (iii) constituting property in which the Company Borrower or any Subsidiary owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to the Company Borrower or any Subsidiary 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 Company 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, if required by subsection 11.1(g), all of the LendersBanks. Upon request by the Administrative Agent Agents at any time, the Lenders Banks will confirm in writing the Administrative Agent's Agents' authority to release particular types or items of Collateral pursuant to this subsection Subsection 10.11(b); provided, however, that the absence of any such confirmation for whatever reason shall not affect the Agents' rights under this Section 10.11.
(c) Each Lender Bank agrees with and in favor of each other (which agreement shall not be for the benefit of the Company Borrower or any Subsidiary) that the Borrower's obligations to such Bank under this Agreement and the other Loan Documents is not and shall not be secured by any security interest in real property collateral received now or hereafter acquired by a Lender in connection with the extension of any loan or financial commitment between such Lender and the Company or any of its Affiliates and not related to the transactions contemplated hereby shall not constitute collateral for the Company's obligations under this Agreement or any other Loan DocumentBank.
(i) Any and all proceeds of disposition or other realization on the Collateral or from any realization on any Guaranty received by the Administrative Agent in connection with any enforcement, sale, collection (including judicial or non-judicial foreclosure) or similar proceedings with respect to the Collateral or a demand or other enforcement or collection with respect to any Guaranty shall be applied by the Administrative Agent, as follows:
Appears in 1 contract
Sources: Credit Agreement (Atmos Energy Corp)
Collateral Matters. (a) The Administrative Except as otherwise expressly provided for in this Agreement, 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 shall have no obligation whatsoever to any Collateral Lender or any other Person to investigate, confirm or assure that the Collateral Documents which exists or is owned by Borrower or any Obligor or is cared for, protected or insured or has been encumbered, or that any particular items of Collateral meet the eligibility criteria applicable in respect of the Loans or Letter of Credit Accommodations hereunder, or whether any particular Availability Reserves are appropriate, or that the liens and security interests granted to Agent herein or pursuant hereto or otherwise have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to Agent in this Agreement or in any of the other Financing Agreements, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Agent may be necessary to perfect and maintain perfected the security act in any manner it may deem appropriate, in its discretion, given Agent's own interest in and Liens upon the Collateral granted pursuant as a Lender and that Agent shall have no duty or liability whatsoever to the Collateral Documentsany other Lender, other than liability for its own gross negligence or willful misconduct as determined by a final non- appealable judgment of a court of competent jurisdiction.
(b) The Lenders irrevocably authorize Each Lender hereby appoints each other Lender as agent for the Administrative Agentpurpose of perfecting the security interest of Agent in assets which, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral:
(i) upon termination accordance with Article 9 of the Commitments and payment in full Uniform Commercial Code can be perfected only by possession. Should any Lender (other than Agent) obtain possession of all Loans and all other obligations known any such Collateral, such Lender shall notify Agent thereof and, promptly upon Agent's request therefor, shall deliver such Collateral to the Administrative Agent and payable under this Agreement or any other Loan Document; (ii) constituting property sold or to be sold or disposed of as part of or in connection accordance with any disposition permitted hereunder; (iii) constituting property in which the Company or any Subsidiary owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to the Company or any Subsidiary 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 Company or such Subsidiary to be, renewed or extended; (v) consisting of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness thereby has been paid in full; or (vi) if approved, authorized or ratified in writing by the Required Lenders or, if required by subsection 11.1(g), all the Lenders. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent's authority to release particular types or items of Collateral pursuant to this subsection 10.11(b)instructions.
(c) Each Lender agrees with and in favor of each other (which agreement shall not be for the benefit of the Company or any Subsidiary) that any security interest in real property collateral received by a Lender in connection with the extension of any loan or financial commitment between such Lender and the Company or any of its Affiliates and not related to the transactions contemplated hereby shall not constitute collateral for the Company's obligations under this Agreement or any other Loan Document.
(i) Any and all proceeds of disposition or other realization on the Collateral or from any realization on any Guaranty received by the Administrative Agent in connection with any enforcement, sale, collection (including judicial or non-judicial foreclosure) or similar proceedings with respect to the Collateral or a demand or other enforcement or collection with respect to any Guaranty shall be applied by the Administrative Agent, as follows:
Appears in 1 contract
Collateral Matters. (a) The Administrative Collateral 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 Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Collateral Documents.
(b) The Lenders irrevocably authorize the Administrative Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Collateral Agent upon any Collateral:
Collateral (i) upon termination of the Commitments and payment in full of all Loans and all other obligations known to the Administrative Agent and Obligations payable under this Agreement or and under any other Loan Document; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any asset disposition permitted hereunderhereunder pursuant to Section 8.02; (iii) constituting property in which the Company or any Subsidiary of the Borrower owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to the Company or any Subsidiary of the Company 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 Company or such Subsidiary to be, renewed or extended; (v) consisting of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness Indebtedness evidenced thereby has been paid in full; or (vi) if approved, authorized or ratified in writing by the Required Majority Lenders or, if required by subsection 11.1(g), or all the Lenders, as the case may be, as provided in Section 11.01 hereof. Upon request by the Administrative Collateral Agent at any time, the Lenders will confirm in writing the Administrative Collateral Agent's authority to release particular types or items of Collateral pursuant to this subsection 10.11(b)Section 10.11.
(c) Each Lender agrees with and in favor of each other (which agreement shall not be for the benefit of the Company or any Subsidiary) that any security interest in real property collateral received by a Lender in connection with the extension of any loan or financial commitment between such Lender and the Company or any of its Affiliates and not related to the transactions contemplated hereby shall not constitute collateral for the Company's obligations under this Agreement or any other Loan Document.
(i) Any and all proceeds of disposition or other realization on the Collateral or from any realization on any Guaranty received by the Administrative Agent in connection with any enforcement, sale, collection (including judicial or non-judicial foreclosure) or similar proceedings with respect to the Collateral or a demand or other enforcement or collection with respect to any Guaranty shall be applied by the Administrative Agent, as follows:
Appears in 1 contract
Sources: Credit Agreement (Abc Naco Inc)
Collateral Matters. (a) 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 collateral or the Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral collateral granted pursuant to the Collateral Documents.
(b) The Lenders irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral:
collateral: (i) upon termination of the Commitments and payment in full of all Loans and all other obligations known to the Administrative Agent and payable under this Agreement or any other Loan Document; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted hereunder; (iii) constituting property in which the Company or any Subsidiary owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to the Company or any Subsidiary 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 Company or such Subsidiary to be, renewed or extended; (v) consisting of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness thereby has been paid in full; or (vi) if approved, authorized or ratified in writing by the Required Lenders or, if required by subsection 11.1(gSection 11.1(f), all the Lenders. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent's authority to release particular types or items of Collateral collateral pursuant to this subsection 10.11(b).
(c) Each Lender agrees with and in favor of each other (which agreement shall not be for the benefit of the Company or any Subsidiary) that any security interest in real property collateral received by a Lender in connection with the extension of any loan or financial commitment between such Lender and the Company or any of its Affiliates and not related to the transactions contemplated hereby shall not constitute collateral for the Company's obligations under this Agreement or any other Loan Document.
(i) Any and all proceeds of disposition or other realization on the Collateral or from any realization on any Guaranty received by the Administrative Agent in connection with any enforcement, sale, collection (including judicial or non-judicial foreclosure) or similar proceedings with respect to the Collateral or a demand or other enforcement or collection with respect to any Guaranty shall be applied by the Administrative Agent, as follows:
Appears in 1 contract
Sources: Credit Agreement (Rayovac Corp)
Collateral Matters. (a) The Each of the Administrative Agent and the Collateral Agent is authorized on behalf of all the LendersSecured Parties, without the necessity of any notice to or further consent from such Secured Parties, from time to time, to take any actions with respect to any Collateral or Security Instruments which may be necessary to perfect and maintain the Liens upon the Collateral granted pursuant to the Security Instruments. Each of the Administrative Agent and the Collateral Agent is further authorized (but not obligated) on behalf of the Secured Parties, without the necessity of any notice to or further consent from the LendersSecured Parties, from time to time time, to take any action with respect to any Collateral or the Collateral Documents which in exigent circumstances as may be reasonably necessary to perfect and maintain perfected preserve any rights or privileges of the security interest in and Secured Parties under the Loan Documents or applicable Legal Requirements. By accepting the benefit of the Liens upon the Collateral granted pursuant to the Collateral DocumentsSecurity Instruments, each Secured Party hereby agrees to the terms of this subsection (a).
(b) The Lenders hereby, and any other Secured Party by accepting the benefit of the Liens granted pursuant to the Security Instruments, irrevocably authorize each of the Administrative AgentAgent and the Collateral Agent to, and the Administrative Agent and the Collateral Agent shall, upon request and at its option and in its discretionthe cost of the Borrower, to (i) release any Lien granted to or held by the Administrative Agent and/or the Collateral Agent upon any Collateral:
Collateral (iA) upon termination of the Commitments and payment in full of all Loans and all other obligations known to the Administrative Agent and payable under this Agreement and Payment in Full; or any other Loan Document; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted hereunder; (iiiB) constituting property in which the Company or any Subsidiary owned no applicable Loan Party did not own an interest at the time the Lien was granted or at any time thereafter; thereafter other than as a result of a transaction prohibited hereunder and (ivii) constituting property leased to the Company or any Subsidiary under as a lease which has expired or been terminated in result of a transaction permitted under this Agreement or is about to expire and which has not been, and is not intended by the Company or such Subsidiary to be, renewed or extended; (v) consisting upon termination of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness thereby has been paid in full; or (vi) if approved, authorized or ratified in writing by the Required Lenders or, if required by subsection 11.1(g), all the Lendersthis Agreement. Upon the request by of the Administrative Agent and/or the Collateral Agent at any time, the Lenders Secured Parties will confirm in writing the Administrative Agent's ’s or the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this subsection 10.11(b)Section 8.11. At the request of the Borrower, the Administrative Agent and/or the Collateral Agent shall promptly provide the releases of Collateral permitted to be released under this Section 8.11 subject to evidence of such transaction and release documentation reasonably satisfactory to the Administrative Agent and/or the Collateral Agent.
(c) Each Lender agrees Notwithstanding anything contained in any of the Loan Documents to the contrary, Holdings, the Borrower, the Administrative Agent, the Collateral Agent and each Secured Party hereby agree that no Secured Party shall have any right individually to realize upon any of the Collateral, it being understood and agreed that all powers, rights and remedies hereunder, and under the Security Instruments may be exercised solely by the Administrative Agent or the Collateral Agent, as applicable, on behalf of the Secured Parties in accordance with the terms hereof and in favor of each the other (which agreement shall not be for Loan Documents. By accepting the benefit of the Company or any Subsidiary) that any security interest in real property collateral received by a Lender in connection with the extension of any loan or financial commitment between such Lender and the Company or any of its Affiliates and not related Liens granted pursuant to the transactions contemplated Security Instruments, each Secured Party not party hereto hereby shall not constitute collateral for the Company's obligations under this Agreement or any other Loan Document.
(i) Any and all proceeds of disposition or other realization on the Collateral or from any realization on any Guaranty received by the Administrative Agent in connection with any enforcement, sale, collection (including judicial or non-judicial foreclosure) or similar proceedings with respect agrees to the Collateral or a demand or other enforcement or collection with respect to any Guaranty shall be applied by the Administrative Agent, as follows:terms of this subsection (c).
Appears in 1 contract
Collateral Matters. (a) 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 Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Collateral Documents.
(b) The Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its sole discretion, to release any Lien granted to or held by the Administrative Agent Agent's Liens upon any Collateral:
Collateral (i) upon the termination of the Commitments and payment and satisfaction in full of all Loans and reimbursement obligations in respect of Letters of Credit and Credit Support, and the termination of all outstanding Letters of Credit and Credit Support (whether or not any of such obligations are due) and all other obligations known to Obligations (other than contingent indemnities which survive the Administrative Agent and payable under termination of this Agreement or any other Loan DocumentAgreement); (ii) constituting property sold or to be being sold or disposed of as part if the Obligated Party disposing of such property certifies to the Agent that the sale or disposition is made in connection compliance with Section 7.9 (and the Agent may rely conclusively on any disposition permitted hereundersuch certificate, without further inquiry); (iii) constituting property in which the Company or no Obligated Party owned any Subsidiary owned no interest at the time the Lien was granted or at any time thereafter; or (iv) constituting property leased to the Company or any Subsidiary an Obligated Party under a lease which has expired or been terminated in a transaction permitted under this Agreement or is about to expire Agreement. Except as provided above, the Agent will not release any of the Agent's Liens without the prior written authorization of the Lenders; provided that the Agent may, in its discretion, release the Agent's Liens on Collateral valued in the aggregate not in excess of $3,000,000 during each Fiscal Year without the prior written authorization of the Lenders and which has the Agent may release the Agent's Liens on Collateral valued in the aggregate not been, and is not intended by in excess of $9,000,000 during each Fiscal Year with the Company or such Subsidiary to be, renewed or extended; (v) consisting prior written authorization of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness thereby has been paid in full; or (vi) if approved, authorized or ratified in writing by the Required Lenders or, if required by subsection 11.1(g), all the Majority Lenders. Upon request by the Administrative Agent or an Obligated Party at any time, the Lenders will confirm in writing the Administrative Agent's authority to release any Agent's Liens upon particular types or items of Collateral pursuant to this subsection 10.11(b)Section 12.11.
(b) Upon receipt by the Agent of any authorization required pursuant to Section 12.11(a) from the Lenders of the Agent's authority to release any Agent's Liens upon particular types or items of Collateral, and upon at least five (5) Business Days prior written request by an Obligated Party, the Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Agent's Liens upon such Collateral; provided, however, that (i) the Agent shall not be required to execute any such document on terms which, in the Agent's opinion, would expose the Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Obligated Parties in respect of) all interests retained by the Obligated Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral.
(c) Each Lender agrees with and in favor of each other (which agreement The Agent shall not be for the benefit have no obligation whatsoever to any of the Company Lenders to assure that the Collateral exists or is owned by any Obligated Party or is cared for, protected, or insured or has been encumbered, or that the Agent's Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure, or fidelity, or to continue exercising, any of the rights, authorities, and powers granted or available to the Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any Subsidiary) that act, omission, or event related thereto, the Agent may act in any security manner it may deem appropriate, in its sole discretion given the Agent's own interest in real property collateral received by a the Collateral in its capacity as one of the Lenders and that the Agent shall have no other duty or liability whatsoever to any Lender in connection with the extension of any loan or financial commitment between such Lender and the Company or as to any of its Affiliates and not related to the transactions contemplated hereby shall not constitute collateral for the Company's obligations under this Agreement or any other Loan Documentforegoing.
(i) Any and all proceeds of disposition or other realization on the Collateral or from any realization on any Guaranty received by the Administrative Agent in connection with any enforcement, sale, collection (including judicial or non-judicial foreclosure) or similar proceedings with respect to the Collateral or a demand or other enforcement or collection with respect to any Guaranty shall be applied by the Administrative Agent, as follows:
Appears in 1 contract
Sources: Credit Agreement (Egl Inc)
Collateral Matters. (a) The Administrative Agent is authorized on behalf of all the LendersBanks, without the necessity of any notice to or further consent from the LendersBanks, from time to time to take any action with respect to any Collateral collateral or the Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral collateral granted pursuant to the Collateral Documents.
(b) The Lenders Banks irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral:
collateral (i) upon termination of the Commitments L/C Commitments, Cash Collateralization in full of the Letters of Credit and payment in full of all Loans L/C Advances and all other obligations known to the Administrative Agent and payable under this Agreement or any other Loan Document; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted hereunder; (iii) constituting property in which the Company or any Subsidiary the Parent owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to the Company or any Subsidiary 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 Company or such Subsidiary to be, renewed or extended; (v) consisting of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness thereby has been paid in full; or (vi) if approved, authorized or ratified in writing by the Required Lenders Banks or, if required by subsection 11.1(gSection 10.1(a)(v), all the LendersBanks. Upon request by the Administrative Agent at any time, the Lenders Banks will confirm in writing the Administrative Agent's authority to release particular types or items of Collateral collateral pursuant to this subsection 10.11(b9.11(b).
(c) Each Lender agrees with and in favor of each other (which agreement shall not be for the benefit of the Company or any Subsidiary) that any security interest in real property collateral received by a Lender in connection with the extension of any loan or financial commitment between such Lender and the Company or any of its Affiliates and not related to the transactions contemplated hereby shall not constitute collateral for the Company's obligations under this Agreement or any other Loan Document.
(i) Any and all proceeds of disposition or other realization on the Collateral or from any realization on any Guaranty received by the Administrative Agent in connection with any enforcement, sale, collection (including judicial or non-judicial foreclosure) or similar proceedings with respect to the Collateral or a demand or other enforcement or collection with respect to any Guaranty shall be applied by the Administrative Agent, as follows:
Appears in 1 contract
Sources: Letter of Credit Agreement (Delphi International LTD)
Collateral Matters. (a) The Administrative Collateral 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 Collateral Documents documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Collateral Documentssuch documents.
(b) The Lenders irrevocably authorize the Administrative Collateral Agent, at its option and in its discretion, to release any Lien lien granted to or held by the Administrative Collateral Agent upon any Collateral:
Collateral (i) upon termination of the Commitments this Agreement and payment in full of all Loans and all other obligations Obligations known to the Administrative Collateral Agent and payable under this Agreement or any other Loan Document; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted hereunder; (iii) constituting property in which the Company Borrower or any Subsidiary owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to the Company Borrower or any Subsidiary 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 Company 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 Requisite Lenders or, if required by subsection 11.1(g), or all the Lenders, as the case may be, as provided in this Agreement. Upon request by the Administrative Collateral Agent at any time, the Lenders will confirm in writing the Administrative Collateral Agent's authority to release particular types or items of Collateral pursuant to this subsection 10.11(b(b).
(c) Each Lender agrees with and in favor of each other (which agreement shall not be for the benefit of the Company Borrower or any Subsidiary) that the Borrower's obligation to such Lender under this Agreement and the other Loan Documents is not and shall not be secured by any security interest in real property collateral received now or hereafter acquired by a Lender in connection with the extension of any loan or financial commitment between such Lender and the Company or any of its Affiliates and not related to the transactions contemplated hereby shall not constitute collateral for the Company's obligations under this Agreement or any other Loan DocumentLender.
(i) Any and all proceeds of disposition or other realization on the Collateral or from any realization on any Guaranty received by the Administrative Agent in connection with any enforcement, sale, collection (including judicial or non-judicial foreclosure) or similar proceedings with respect to the Collateral or a demand or other enforcement or collection with respect to any Guaranty shall be applied by the Administrative Agent, as follows:
Appears in 1 contract
Collateral Matters. (a) The Administrative Agent is authorized on behalf of all the LendersBanks, without the necessity of any notice to or further consent from the LendersBanks, from time to time to take any action with respect to any Collateral or the Collateral Documents Pledge Agreement which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Collateral DocumentsPledge Agreement.
(b) The Lenders Banks irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral:
Collateral (i) upon termination of the Commitments and payment in full of all Loans and all other obligations known to the Administrative Agent and Obligations payable under this Agreement or and under any other Loan Document; (ii) constituting property Property sold or to be sold or disposed of as part of or in connection with any disposition Disposition permitted hereunder; (iii) constituting property Property in which the Company Borrower or any Subsidiary of Borrower owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property Property leased to the Company Borrower or any Subsidiary of Borrower 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 Company 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, if required by subsection 11.1(g), Majority Banks or all the LendersBanks, as the case may be, subject to Section 10.1(f). Upon request by the Administrative Agent at any time, the Lenders Banks will confirm in writing the Administrative Agent's authority to release particular types or items of Collateral pursuant to this subsection 10.11(bSection 9.10(b).
(c) Each Lender Bank agrees with and in favor of each other (which agreement shall not be for the benefit of the Company or any Subsidiary) that any security interest in real property collateral received by a Lender in connection with the extension of any loan or financial commitment between such Lender and the Company Borrower or any of its Affiliates and not related Subsidiaries) that Borrower's obligation to the transactions contemplated hereby shall not constitute collateral for the Company's obligations such Bank under this Agreement or any and the other Loan DocumentDocuments is not and shall not be secured by any real property collateral now or hereafter acquired by such Bank.
(i) Any and all proceeds of disposition or other realization on the Collateral or from any realization on any Guaranty received by the Administrative Agent in connection with any enforcement, sale, collection (including judicial or non-judicial foreclosure) or similar proceedings with respect to the Collateral or a demand or other enforcement or collection with respect to any Guaranty shall be applied by the Administrative Agent, as follows:
Appears in 1 contract
Collateral Matters. (a) 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 Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Collateral Documents.
(b) The Lenders irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral:
Collateral (i) upon termination of the Commitments and payment in full of all Loans and all other obligations Obligations known to the Administrative Agent and payable under this Agreement or any other Loan Document; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted hereunder; (iii) constituting property in which the Company Borrower or any Subsidiary owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to the Company or any Subsidiary 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 Company or such Subsidiary to be, renewed or extended; (v) consisting of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness thereby has been paid in full; or (vi) if approved, authorized or ratified in writing by the Required Lenders or, if required by subsection 11.1(g), or all the Lenders, as the case may be, as provided in subsection 10.1(f); or (v) as provided under Section 10.11. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent's ’s authority to release particular types or items of Collateral pursuant to this subsection 10.11(b9.11(b), provided that the absence of any such confirmation for whatever reason shall not affect the Administrative Agent’s rights under this Section 9.11.
(c) Each Lender agrees with and in favor of each other (which agreement shall not be for the benefit of the Company Borrower or any Subsidiary) that the Borrower’s obligation to such Lender under this Agreement and the other Loan Documents is not and shall not be secured by any security interest in real property collateral received now or hereafter acquired by a Lender in connection with the extension of any loan or financial commitment between such Lender and the Company or any of its Affiliates and not related to the transactions contemplated hereby shall not constitute collateral for the Company's obligations under this Agreement or any other Loan DocumentLender.
(i) Any and all proceeds of disposition or other realization on the Collateral or from any realization on any Guaranty received by the Administrative Agent in connection with any enforcement, sale, collection (including judicial or non-judicial foreclosure) or similar proceedings with respect to the Collateral or a demand or other enforcement or collection with respect to any Guaranty shall be applied by the Administrative Agent, as follows:
Appears in 1 contract
Sources: Credit Agreement (Pma Capital Corp)
Collateral Matters. (a) 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 Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Collateral Documents.
(b) The Lenders irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral:
Collateral (i) upon termination of the combined Commitments and payment in full of all Loans and all other obligations Obligations known to the Administrative Agent and payable under this Agreement or any other Loan Document; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted hereunder; (iii) constituting property in which the Company Borrower or any Subsidiary owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to the Company Borrower or any Subsidiary 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 Company 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 oror all Lenders, if required by subsection 11.1(g)as the case may be, all the Lendersas provided in Section 10.01. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent's authority to release particular types or items of Collateral pursuant to this subsection 10.11(bSection 9.10(b), provided that the absence of any such confirmation for whatever reason shall not affect Administrative Agent's rights under this Section 9.10.
(c) Each Lender agrees with and in favor of each other (which agreement shall not be for the benefit of the Company Borrower or any Subsidiary) that Borrower's obligation to such Lender under this Agreement and the other Loan Documents is not and shall not be secured by any security interest in real property collateral received now or hereafter acquired by a Lender in connection with the extension of any loan or financial commitment between such Lender and other than the Company or any of its Affiliates and not related to real property described in the transactions contemplated hereby shall not constitute collateral for the Company's obligations under this Agreement or any other Loan DocumentMortgages.
(i) Any and all proceeds of disposition or other realization on the Collateral or from any realization on any Guaranty received by the Administrative Agent in connection with any enforcement, sale, collection (including judicial or non-judicial foreclosure) or similar proceedings with respect to the Collateral or a demand or other enforcement or collection with respect to any Guaranty shall be applied by the Administrative Agent, as follows:
Appears in 1 contract
Collateral Matters. (a) The Administrative Agent is authorized on behalf ------------------ of all the LendersBanks to execute the Collateral Agreements and, without the necessity of any notice to or further consent from the LendersBanks, from time to time to take any action with respect to any Collateral or the Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Collateral Documents.
(b) The Lenders Banks irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral:
Collateral (i) upon termination of the Commitments and payment in full of all Loans and all other obligations Obligations known to the Administrative Agent and payable under this Agreement or any other Loan Document; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted hereunder; (iii) constituting property in which the Company or any Subsidiary owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property to be leased to by the Company or any Subsidiary under a lease which has expired the Guarantor or been terminated constituting security for Indebtedness to be incurred by the Company or the Guarantor, in each case in a transaction permitted under this Agreement or is about to expire and which has not been, and is not intended by the Company or such Subsidiary to be, renewed or extendedAgreement; (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, if required by subsection 11.1(g), Majority Banks (as specifically contemplated in the Loan Documents) or all the LendersBanks, as the case may be, as provided in subsection 10.01(f). Upon request by the Administrative Agent at any time, the Lenders Banks will confirm in writing the Administrative Agent's authority to release particular types or items of Collateral pursuant to this subsection 10.11(b9.12(b).
(c) Each Lender agrees with and in favor of each other (which agreement shall not be for , provided that the benefit of the Company or any Subsidiary) that any security interest in real property collateral received by a Lender in connection with the extension absence of any loan or financial commitment between such Lender and confirmation for whatever reason shall -------- not affect the Company or any of its Affiliates and not related to the transactions contemplated hereby shall not constitute collateral for the CompanyAgent's obligations rights under this Agreement or any other Loan DocumentSection 9.12.
(i) Any and all proceeds of disposition or other realization on the Collateral or from any realization on any Guaranty received by the Administrative Agent in connection with any enforcement, sale, collection (including judicial or non-judicial foreclosure) or similar proceedings with respect to the Collateral or a demand or other enforcement or collection with respect to any Guaranty shall be applied by the Administrative Agent, as follows:
Appears in 1 contract
Collateral Matters. (a) The Administrative Collateral Agent is authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from the Lenders, from time to time-to-time to take any action with respect to any Collateral or the Collateral Loan Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Collateral Loan Documents.
(b) The Lenders irrevocably authorize the Administrative Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Collateral Agent upon any Collateral:
Collateral (i) upon termination of the Commitments Commitments, and payment in full of all Loans and all other obligations Obligations known to the Administrative Collateral Agent and payable under this Agreement or any other Loan Document; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted hereunder; (iii) constituting property in which the Company or any Subsidiary Borrowers owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to the Company or any Subsidiary a Borrower 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 Company or such Subsidiary Borrowers 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, if required by subsection 11.1(g), all of the Lenders. Upon request by the Administrative Collateral Agent at any time, the Lenders will confirm in writing the Administrative Collateral Agent's ’s authority to release particular types or items of Collateral pursuant to this subsection 10.11(b)Section 10.10; provided that, the absence of any such confirmation for whatever reason shall not affect the Collateral Agent’s rights under this Section 10.10.
(c) Each Lender agrees with The Collateral Agent may execute any of its duties under this Agreement and the other Loan Documents by or through agents or attorneys in favor fact and shall be entitled to advice of each other (which agreement counsel concerning all matters pertaining to such duties. The Collateral Agent shall not be responsible for the benefit of the Company negligence or any Subsidiary) that any security interest in real property collateral received by a Lender in connection with the extension misconduct of any loan agents or financial commitment between such Lender and the Company or any of its Affiliates and not related to the transactions contemplated hereby shall not constitute collateral for the Company's obligations under this Agreement or any other Loan Documentattorneys in fact selected by it with reasonable care.
(i) Any and all proceeds of disposition or other realization on the Collateral or from any realization on any Guaranty received by the Administrative Agent in connection with any enforcement, sale, collection (including judicial or non-judicial foreclosure) or similar proceedings with respect to the Collateral or a demand or other enforcement or collection with respect to any Guaranty shall be applied by the Administrative Agent, as follows:
Appears in 1 contract
Collateral Matters. (a) The Administrative Except as otherwise expressly provided for in this Agreement, 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 shall have no obligation whatsoever to any Collateral Lender or any other Person to investigate, confirm or assure that the Collateral Documents which exists or is owned by any Loan Party or is cared for, protected or insured or has been encumbered, or that any particular items of Collateral meet the eligibility criteria applicable in respect of the Borrowing Base, or whether any particular reserves are appropriate, or that the Liens granted to Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to Agent in this Agreement or in any of the other Loan Documents, it being understood and agreed that (i) in respect of the Collateral, or any act, omission or event related thereto, Agent may be necessary to perfect and maintain perfected the security act in any manner it may deem appropriate, in its sole discretion, given Agent's own interest in and Liens upon the Collateral granted pursuant as a Lender and (ii) that Agent shall have no duty or liability whatsoever to the Collateral Documentsany other Lender, other than liability for its own gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction.
(b) The Lenders irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral:
(i) upon termination of the Commitments and payment in full of all Loans and all other obligations known to the Administrative Agent and payable under this Agreement or any other Loan Document; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted hereunder; (iii) constituting property in which the Company or any Subsidiary owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to the Company or any Subsidiary 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 Company or such Subsidiary to be, renewed or extended; (v) consisting of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness thereby has been paid in full; or (vi) if approved, authorized or ratified in writing by the Required Lenders or, if required by subsection 11.1(g), all the Lenders. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent's authority to release particular types or items of Collateral pursuant to this subsection 10.11(b).
(c) Each Lender agrees with and in favor of hereby appoints each other (which agreement shall not be Lender as agent for the benefit purpose of the Company or any Subsidiary) that any perfecting Lenders' security interest in real property collateral received assets which, in accordance with Article 9 of the Code, can be perfected only by a possession. Should any Lender in connection with the extension (other than Agent) obtain possession of any loan or financial commitment between such Collateral, such Lender and the Company shall notify Agent thereof and, promptly upon Agent's request therefor, shall deliver such Collateral to Agent or any of its Affiliates and not related to the transactions contemplated hereby shall not constitute collateral for the Companyin accordance with Agent's obligations under this Agreement or any other Loan Documentinstructions.
(i) Any and all proceeds of disposition or other realization on the Collateral or from any realization on any Guaranty received by the Administrative Agent in connection with any enforcement, sale, collection (including judicial or non-judicial foreclosure) or similar proceedings with respect to the Collateral or a demand or other enforcement or collection with respect to any Guaranty shall be applied by the Administrative Agent, as follows:
Appears in 1 contract
Sources: Credit Agreement (Seven Up Rc Bottling Company of Southern California Inc)
Collateral Matters. (a) The Administrative 10.10.1 Except as otherwise expressly provided for in this Agreement, and subject to the provisions of Section 10.1, the Agent shall have no obligation whatsoever to any Lender or any other Person to investigate, confirm or assure that the Collateral exists or is authorized on behalf owned by any Borrower or is cared for, protected or insured or has been encumbered, or that the Liens granted to the Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of all care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Agent in this Agreement or in any of the other Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Agent may act in any manner it may deem appropriate, in its sole discretion, given the Agent's own interest in the Collateral as a Lender and that the Agent shall have no duty or liability whatsoever to any other Lender, other than liability for its own gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction.
10.10.2 Each Lender hereby appoints each other Lender as agent for the purpose of perfecting 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 Collateral Documents which may be necessary to perfect and maintain perfected the ' security interest in and Liens upon the Collateral granted pursuant to the Collateral Documents.
(b) The Lenders irrevocably authorize the Administrative Agentassets which, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral:
(i) upon termination accordance with Article 9 of the Commitments Code can be perfected only by possession. Should any Lender (other than the Agent) have or obtain possession of any such Collateral, such Lender shall notify the Agent thereof and payment in full of all Loans and all other obligations known to the Administrative Agent and payable under this Agreement or any other Loan Document; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted hereunder; (iii) constituting property in which the Company or any Subsidiary owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to the Company or any Subsidiary 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 Company or shall hold such Subsidiary to be, renewed or extended; (v) consisting of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness thereby has been paid in full; or (vi) if approved, authorized or ratified in writing by the Required Lenders or, if required by subsection 11.1(g), all the Lenders. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent's authority to release particular types or items of Collateral pursuant to this subsection 10.11(b).
(c) Each Lender agrees with and in favor of each other (which agreement shall not be for the benefit of the Company Lenders or, promptly upon the Agent's request therefor, shall deliver such Collateral to the Agent or any Subsidiary) that any security interest in real property collateral received by a Lender in connection accordance with the extension of any loan or financial commitment between such Lender and the Company or any of its Affiliates and not related to the transactions contemplated hereby shall not constitute collateral for the CompanyAgent's obligations under this Agreement or any other Loan Documentinstructions.
(i) Any and all proceeds of disposition or other realization on the Collateral or from any realization on any Guaranty received by the Administrative Agent in connection with any enforcement, sale, collection (including judicial or non-judicial foreclosure) or similar proceedings with respect to the Collateral or a demand or other enforcement or collection with respect to any Guaranty shall be applied by the Administrative Agent, as follows:
Appears in 1 contract
Collateral Matters. (a) The Administrative Agent is authorized on behalf of all the LendersBanks, without the necessity of any notice to or further consent from the LendersBanks, from time to time to take any action with respect to any Collateral or the Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Collateral Documents.
(b) The Lenders Banks irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral:
Collateral (i) upon termination of the Commitments and payment in full of all Loans and all other obligations Obligations known to the Administrative Agent and payable under this Agreement or any other Loan Document; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted hereunder; (iii) constituting property in which the Company Holdings or any Subsidiary owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to the Company Holdings or any Subsidiary 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 Company or such Subsidiary to be, renewed or extendedAgreement; (v) consisting of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness evidenced thereby has been paid in full; (vi) constituting real property to be excluded from the Collateral pursuant to matters arising under Section 7.15; or (vivii) if approved, authorized or ratified in writing by the Required Lenders or, if required by subsection 11.1(g), Majority Banks or all the LendersBanks, as the case may be, as provided in subsection 11.01(f). Upon request by the Administrative Agent at any time, the Lenders Banks will confirm in writing the Administrative Agent's authority to release particular types or items of Collateral pursuant to this subsection 10.11(b), PROVIDED that the absence of any such confirmation for whatever reason shall not affect the Agent's rights under this Section 10.11.
(c) Each Lender Bank agrees with and in favor of each other (which agreement shall not be for the benefit of the Company Holdings or any Subsidiary) that the Obligations to such Bank under this Agreement and the other Loan Documents shall not be secured by any security interest in real property collateral received now or hereafter acquired by a Lender such Bank other than the Mortgaged Properties described in connection with the extension of any loan or financial commitment between such Lender and the Company or any of its Affiliates and not related to the transactions contemplated hereby shall not constitute collateral for the Company's obligations under this Agreement or any other Loan DocumentMortgages.
(i) Any and all proceeds of disposition or other realization on the Collateral or from any realization on any Guaranty received by the Administrative Agent in connection with any enforcement, sale, collection (including judicial or non-judicial foreclosure) or similar proceedings with respect to the Collateral or a demand or other enforcement or collection with respect to any Guaranty shall be applied by the Administrative Agent, as follows:
Appears in 1 contract
Collateral Matters. (a) 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 Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Collateral Documents.
(b) The Lenders irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral:
Collateral (i) upon termination of the Commitments and payment in full of all Loans and all other obligations Obligations known to the Administrative Agent and payable under this Agreement or any other Loan Document; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted hereunder; (iii) constituting property in which the Company or any Subsidiary owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to the Company or any Subsidiary 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 Company 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, if required by subsection 11.1(g), or all the Lenders, as the case may be, as provided in SUBSECTION 11.01(f). Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent's authority to release particular types or items of Collateral pursuant to this subsection SUBSECTION 10.11(b), provided that the absence of any such confirmation for whatever reason shall not affect the Agent's rights under this SECTION 10.11.
(c) Each Lender agrees with and in favor of each other (which agreement shall not be for the benefit of the Company or any Subsidiary) that the Company's obligation to such Lender under this Agreement and the other Loan Documents is not and shall not be secured by any security interest in real property collateral received now or hereafter acquired by a Lender in connection with the extension of any loan or financial commitment between such Lender and other than the Company or any of its Affiliates and not related to real property described in the transactions contemplated hereby shall not constitute collateral for the Company's obligations under this Agreement or any other Loan DocumentMortgages.
(i) Any and all proceeds of disposition or other realization on the Collateral or from any realization on any Guaranty received by the Administrative Agent in connection with any enforcement, sale, collection (including judicial or non-judicial foreclosure) or similar proceedings with respect to the Collateral or a demand or other enforcement or collection with respect to any Guaranty shall be applied by the Administrative Agent, as follows:
Appears in 1 contract
Collateral Matters. (a) 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 Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Collateral Documents.
(b) The Lenders irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral:
Collateral (i) upon termination of the Revolving Commitments and payment in full of all Loans and all other obligations Obligations known to the Administrative Agent and payable under this Agreement or any other Loan Document; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted hereunder; (iii) constituting property in which the Company or any Subsidiary owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to the Company or any Subsidiary 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 Company 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 Majority Lenders or, if required by subsection 11.1(g), or all the Lenders, as the case may be, as provided in subsection 10.01(f). Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent's authority to release particular types or items of Collateral pursuant to this subsection 10.11(b9.11(b), provided that the absence of any such confirmation for whatever reason shall not affect the Agent's rights under this Section 9.11.
(c) Each Lender agrees with and in favor of each other (which agreement shall not be for the benefit of the Company or any Subsidiary) that the Company's obligation to such Lender under this Agreement and the other Loan Documents is not and shall not be secured by any security interest in real property collateral received now or hereafter acquired by a Lender in connection with the extension of any loan or financial commitment between such Lender and the Company or any of its Affiliates and not related to the transactions contemplated hereby shall not constitute collateral for the Company's obligations under this Agreement or any other Loan DocumentLender.
(i) Any and all proceeds of disposition or other realization on the Collateral or from any realization on any Guaranty received by the Administrative Agent in connection with any enforcement, sale, collection (including judicial or non-judicial foreclosure) or similar proceedings with respect to the Collateral or a demand or other enforcement or collection with respect to any Guaranty shall be applied by the Administrative Agent, as follows:
Appears in 1 contract
Collateral Matters. (a) The Administrative 10.15.1. In its capacity, the Agent is authorized a “representative” of the Holders of Secured Obligations within the meaning of the term “secured party” as defined in the Illinois Uniform Commercial Code. Each Lender authorizes the Agent to enter into each Guaranty, Collateral Document or related intercreditor agreement to which it is or may become a party and to take all action contemplated by such documents. Each Lender agrees that no Holder of Secured Obligations (other than the Agent) shall have the right individually to seek to realize upon the security granted by any Collateral Document, it being understood and agreed that such rights and remedies may be exercised solely by the Agent upon the terms of the Collateral Documents. In the event that any Collateral is hereafter pledged by any Person as collateral security for the Secured Obligations, the Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver on behalf of all the Lenders, without the necessity Holders of Secured Obligations any notice Loan Documents necessary or appropriate to or further consent from the Lenders, from time to time to take any action with respect to any grant and perfect a Lien on such Collateral or the Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Collateral Documents.
(b) The Lenders irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral:
(i) upon termination of the Commitments and payment in full of all Loans and all other obligations known to the Administrative Agent and payable under this Agreement or any other Loan Document; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted hereunder; (iii) constituting property in which the Company or any Subsidiary owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to the Company or any Subsidiary 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 Company or such Subsidiary to be, renewed or extended; (v) consisting of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness thereby has been paid in full; or (vi) if approved, authorized or ratified in writing by the Required Lenders or, if required by subsection 11.1(g), all the Lenders. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent's authority to release particular types or items of Collateral pursuant to this subsection 10.11(b).
(c) Each Lender agrees with and in favor of the Agent on behalf of the Holders of Secured Obligations.
10.15.2. Each Lender hereby appoints each other (which agreement shall not be Lender as its agent for the purpose of perfecting Liens, for the benefit of the Company or any Subsidiary) that any security interest in real property collateral received by a Lender in connection with the extension of any loan or financial commitment between such Lender Agent and the Company or any Holders of its Affiliates and not related to Secured Obligations, in assets which, in accordance with Article 9 of the transactions contemplated hereby shall not constitute collateral for the Company's obligations under this Agreement UCC or any other Loan Document.
applicable law can be perfected only by possession. Should any Lender (iother than the Agent) Any and all proceeds obtain possession of disposition or other realization on any such Collateral, such Lender shall notify the Agent thereof, and, promptly upon the Agent’s request therefor shall deliver such Collateral or from any realization on any Guaranty received by the Administrative Agent in connection with any enforcement, sale, collection (including judicial or non-judicial foreclosure) or similar proceedings with respect to the Agent or otherwise deal with such Collateral or a demand or other enforcement or collection in accordance with respect to any Guaranty shall be applied by the Administrative Agent, as follows:’s instructions.
Appears in 1 contract
Sources: Credit Agreement (Actuant Corp)
Collateral Matters. (a) The Administrative Agent is authorized on behalf of all the LendersBanks, without the necessity of any notice to or further consent from the LendersBanks, from time to time to take any action with respect to any Collateral or the Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Collateral Documents.
(b) The Lenders Banks irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral:
Collateral (i) upon termination of the Commitments and payment in full of all Loans and all other obligations Obligations known to the Administrative Agent and payable under this Agreement or any other Loan Document; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted hereunder; (iii) constituting property in which the Company or any Subsidiary owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to the Company or any Subsidiary 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 Company 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, if required by subsection 11.1(g), Majority Banks or all the LendersBanks, as the case may be, as provided in subsection 11.01(f). Upon request by the Administrative Agent at any time, the Lenders Banks will confirm in writing the Administrative Agent's authority to release particular types or items of Collateral pursuant to this subsection 10.11(b), provided that the absence of any such confirmation for whatever reason shall not affect the Agent's rights under this Section 10.11.
(c) Each Lender Bank agrees with and in favor of each other (which agreement shall not be for the benefit of the Company or any Subsidiary) that the Company's obligation to such Bank under this Agreement and the other Loan Documents is not and shall not be secured by any security interest in real property collateral received now or hereafter acquired by a Lender in connection with the extension of any loan or financial commitment between such Lender and the Company or any of its Affiliates and not related to the transactions contemplated hereby shall not constitute collateral for the Company's obligations under this Agreement or any other Loan DocumentBank.
(i) Any and all proceeds of disposition or other realization on the Collateral or from any realization on any Guaranty received by the Administrative Agent in connection with any enforcement, sale, collection (including judicial or non-judicial foreclosure) or similar proceedings with respect to the Collateral or a demand or other enforcement or collection with respect to any Guaranty shall be applied by the Administrative Agent, as follows:
Appears in 1 contract
Sources: Credit Agreement (Globalcenter Inc)
Collateral Matters. (a) 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 Each Lender agrees that any action taken by Agent with respect to any the Collateral in accordance with the provisions of this Agreement or the Collateral Documents which may Loan Documents, and the exercise by Agent of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be necessary to perfect authorized and maintain perfected the security interest in and Liens binding upon the Collateral granted pursuant to the Collateral Documents.
(b) The all Lenders. Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral:
Collateral (i) upon termination of the Commitments and Commitments, the payment in full of all Loans Secured Debt and the satisfaction of all other obligations known (other than those obligations surviving indefinitely pursuant to Section 11.18 hereof to the Administrative Agent and payable under this Agreement or any other Loan Documentextent no claims giving rise thereto have been asserted); (ii) constituting property sold or to be being sold or disposed of as part if Borrowers certify to Agent that the sale or disposition is made in compliance with the provisions of or in connection with this Agreement, including, without limitation, Section 5.12 hereof (and Agent may rely conclusively on any disposition permitted hereundersuch certificate, without further inquiry); (iii) constituting property in which the Company or a Credit Party did not own any Subsidiary owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to in connection with any foreclosure sale or other disposition of Collateral after the Company or any Subsidiary under a lease which has expired or been terminated in a transaction permitted under this Agreement or is about to expire occurrence and which has not been, and is not intended by during the Company or such Subsidiary to be, renewed or extended; (v) consisting continuation of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness thereby has been paid in fullEvent of Default; or (viv) if approved, authorized or ratified in writing by Agent at the Required direction of all Lenders or, if required by subsection 11.1(g), all the Lendersin accordance with Section 11.3 hereof. Upon request by the Administrative Agent at any time, the Lenders ▇▇▇▇▇▇▇ will confirm in writing the Administrative Agent's ’s authority to release particular types or items of Collateral pursuant hereto. Agent shall have no obligation whatsoever to any Lender or to any other Person to assure that the Collateral exists or is owned by any Credit Party or is cared for, protected or insured or has been encumbered or that the Liens granted to Agent herein or pursuant to this subsection 10.11(b).
(c) Each Lender agrees with and Agreement or the other Related Writings have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise at all or in favor any particular manner or under any duty of each other (which agreement shall not be for the benefit of the Company care, disclosure or any Subsidiary) that any security interest in real property collateral received by a Lender in connection with the extension of any loan fidelity, or financial commitment between such Lender and the Company or to continue exercising, any of its Affiliates rights, authorities and not related powers granted or available to Agent in this Section 10.14 or in any of the transactions contemplated hereby shall not constitute collateral for Loan Documents, it being understood and agreed that in respect of the Company's obligations under this Agreement Collateral, or any other Loan Document.
(i) Any and all proceeds act, omission or event related thereto, Agent may act in any manner it may deem appropriate, in its sole discretion, but consistent with the provisions of disposition or other realization on this Agreement, including given Agent's own interest in the Collateral as a Lender and that Agent shall have no duty or from any realization on any Guaranty received by the Administrative Agent in connection with any enforcement, sale, collection (including judicial or non-judicial foreclosure) or similar proceedings with respect to the Collateral or a demand or other enforcement or collection with respect liability whatsoever to any Guaranty shall be applied by the Administrative Agent, as follows:Lender.
Appears in 1 contract
Collateral Matters. (a) 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 Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Collateral Documents.
(b) The Lenders irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral:
Collateral (i) upon termination of the combined Commitments and payment in full of all Loans and all other obligations Obligations known to the Administrative Agent and payable under this Agreement or any other Loan Document; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted hereunder; (iii) constituting property in which the Company Borrower or any Subsidiary owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to the Company Borrower or any Subsidiary 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 Company 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 oror all Lenders, if required by subsection 11.1(g)as the case may be, all the Lendersas provided in Section 10.01. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent's authority to release particular types or items of Collateral pursuant to this subsection 10.11(bSection 9.10(b), provided that the absence of any such confirmation for whatever reason shall not affect Administrative Agent's rights under this Section 9.10.
(c) Each Lender agrees with and in favor of each other (which agreement shall not be for the benefit of the Company or any Subsidiary) that each Borrower's obligation to such Lender under this Agreement and the other Loan Documents is not and shall not be secured by any security interest in real property collateral received now or hereafter acquired by a Lender in connection with the extension of any loan or financial commitment between such Lender and other than the Company or any of its Affiliates and not related to real property described in the transactions contemplated hereby shall not constitute collateral for the Company's obligations under this Agreement or any other Loan DocumentMortgages.
(i) Any and all proceeds of disposition or other realization on the Collateral or from any realization on any Guaranty received by the Administrative Agent in connection with any enforcement, sale, collection (including judicial or non-judicial foreclosure) or similar proceedings with respect to the Collateral or a demand or other enforcement or collection with respect to any Guaranty shall be applied by the Administrative Agent, as follows:
Appears in 1 contract
Collateral Matters. (a) The Administrative Agent is authorized on behalf of all the LendersBanks, without the necessity of any notice to or further consent from the LendersBanks, from time to time to take any action with respect to any Collateral or the Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Collateral Documents.
(b) The Lenders Banks irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral:
Collateral (i) upon termination of the Commitments and payment in full of all Loans and all other obligations Obligations known to the Administrative Agent and payable under this Agreement or any other Loan Document; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted hereunder; (iii) constituting property in which the Company or any Subsidiary owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to the Company or any Subsidiary 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 Company 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, if required by subsection 11.1(g), Majority Banks or all the LendersBanks, as the case may be, as provided in subsection 11.01(f). Upon request by the Administrative Agent at any time, the Lenders Banks will confirm in writing the Administrative Agent's authority to release particular types or items of Collateral pursuant to this subsection 10.11(b), provided that the absence of any such confirmation for whatever reason shall not affect the Administrative Agent's rights under this SECTION 10.11.
(c) Each Lender Bank agrees with and in favor of each other (which agreement shall not be for the benefit of the Company or any Subsidiary) that the Company's obligation to such Bank under this Agreement and the other Loan Documents is not and shall not be secured by any security interest in real property collateral received now or hereafter acquired by a Lender in connection with the extension of any loan or financial commitment between such Lender and the Company or any of its Affiliates and not related to the transactions contemplated hereby shall not constitute collateral for the Company's obligations under this Agreement or any other Loan DocumentBank.
(i) Any and all proceeds of disposition or other realization on the Collateral or from any realization on any Guaranty received by the Administrative Agent in connection with any enforcement, sale, collection (including judicial or non-judicial foreclosure) or similar proceedings with respect to the Collateral or a demand or other enforcement or collection with respect to any Guaranty shall be applied by the Administrative Agent, as follows:
Appears in 1 contract
Collateral Matters. Except as otherwise expressly provided in the Intercreditor Agreement:
(a) The Administrative Agent is authorized on behalf of all the LendersLenders and the Issuer, 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 Collateral Security Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Collateral Security Documents.;
(b) The Lenders and the Issuer irrevocably authorize the Administrative Agent, at its option and in its discretion, to authorize the release of any Lien granted to or held by for the Administrative benefit of the Agent and the Lenders upon any Collateral:
Collateral (i) upon termination of the Commitments and payment in full of all Loans and all other obligations Obligations known to the Administrative Agent and payable under this Agreement or any other Loan Document; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted hereunder; (iii) constituting property in which leased to Holdings, the Company Borrower or any Subsidiary owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to the Company or any Material Subsidiary 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 Holdings, the Company Borrower or such Material Subsidiary to be, renewed or extended; (viv) consisting of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness evidenced thereby has been paid in full; or (viv) if approved, authorized or ratified in writing by the Required Lenders or, if required by subsection 11.1(g), or all the Lenders, as the case may be, as provided in Section 11.1. Upon request by the Administrative Agent at ------------- any time, the Lenders will confirm in writing the Administrative Agent's authority to authorize the release of particular types or items of Collateral pursuant to this subsection Section 10.11(b).; and ----------------
(c) Each Lender agrees and the Issuer agree with and in favor of each other (which agreement shall not be for the benefit of the Company Borrower or any Subsidiary) that any security interest in real property collateral received by a Lender in connection with the extension of any loan or financial commitment between Borrower's and the other Obligors' obligations to such Lender and the Company or any of its Affiliates and not related to the transactions contemplated hereby shall not constitute collateral for the Company's obligations Issuer under this Agreement or any and the other Loan DocumentDocuments are not and shall not be secured by any Lien on real property collateral now or hereafter granted to such Lender and the Issuer.
(i) Any and all proceeds of disposition or other realization on the Collateral or from any realization on any Guaranty received by the Administrative Agent in connection with any enforcement, sale, collection (including judicial or non-judicial foreclosure) or similar proceedings with respect to the Collateral or a demand or other enforcement or collection with respect to any Guaranty shall be applied by the Administrative Agent, as follows:
Appears in 1 contract
Collateral Matters. (a) The Administrative Agent is Agents and the Collateral Agents are authorized on behalf of the Issuing Bank and all the Lenders, without the necessity of any notice to or further consent from the Issuing Bank or the Lenders, from time to time to take any action with respect to any Collateral or the Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Collateral Documents.
(b) The Lenders and the Issuing Bank irrevocably authorize the Administrative AgentAgent and the Collateral Agents, at its their respective option and in its their respective discretion, to release any Lien granted to or held by the Administrative Agent or such Collateral Agent upon any Collateral:
Collateral (i) upon termination of the Commitments Commitment and payment in full of all Loans and all other obligations Obligations known to the Administrative Agent and payable under this Agreement or any other Loan Document; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted hereunder; (iii) constituting property in which the Company or any Subsidiary no Borrower owned no an interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to the Company or any Subsidiary a Borrower 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 Company or such Subsidiary Borrower 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 Majority Lenders or, if required by subsection 11.1(g), or all the Lenders, as the case may be, as provided in Section 12.1(f). Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent's or the Collateral Agent's authority to release particular types or items of Collateral pursuant to this subsection 10.11(bSubsection 11.11(b), provided that the absence of any such confirmation for whatever reason shall not affect the Agent's or the Collateral Agent's rights under this Section 11.11.
(c) Each Lender agrees with reference herein to any right granted to, benefit conferred upon or power exercisable by the "Agent" shall be a reference to the Agent for itself and in favor of each other (which agreement shall not be for the ratable benefit of the Company or any Subsidiary) that any security interest in real property collateral received by a Lender in connection with the extension of any loan or financial commitment between such Lender Issuing Bank and the Company Lenders, and each action taken or any of its Affiliates right exercised hereunder shall be deemed to have been so taken or exercised by the Agent for itself and not related to the transactions contemplated hereby shall not constitute collateral for the Company's obligations under this Agreement or any other Loan Documentratable benefit of the Issuing Bank and the Lenders.
(i) Any and all proceeds of disposition or other realization on the Collateral or from any realization on any Guaranty received by the Administrative Agent in connection with any enforcement, sale, collection (including judicial or non-judicial foreclosure) or similar proceedings with respect to the Collateral or a demand or other enforcement or collection with respect to any Guaranty shall be applied by the Administrative Agent, as follows:
Appears in 1 contract
Collateral Matters. (a) The Administrative Agent is authorized on behalf of all the LendersBanks, without the necessity of any notice to or further consent from the LendersBanks, from time to time to take any action with respect to any Collateral or the Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Collateral Documents.
(b) The Lenders Banks irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral:
Collateral (i) upon termination of the Commitments and payment in full of all Loans and all other obligations known to the Administrative Agent and Obligations payable under this Agreement or and under any other Loan Document; (ii) constituting property Property sold or to be sold or disposed of as part of or in connection with any disposition permitted hereunder; (iii) constituting property Property in which none of the Company Borrowers or any Subsidiary other Loan Party owned no an interest at the time the Lien was granted or at any time thereafter; (iv) constituting property Property leased to the Company any Borrower or any Subsidiary other Loan Party 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 Company such Borrower or such Subsidiary other Loan Party 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, if required by subsection 11.1(g), all the LendersBanks, as the case may be, as provided in subsection 11.01(f). Upon request by the Administrative Agent at any time, the Lenders Banks will confirm in writing the Administrative Agent's authority to release particular types or items of Collateral pursuant to this subsection 10.11(b10.10(b).
(c) Each Lender Bank agrees with and in favor of each other (which agreement shall not be for the benefit of the Company or any Subsidiary) that any security interest in real property collateral received by a Lender in connection with the extension of any loan or financial commitment between such Lender and the Company or any of its Affiliates and not related to the transactions contemplated hereby shall not constitute collateral for the Company's obligations under this Agreement Borrowers or any other Loan DocumentParties) that the Borrowers' obligation to such Bank under this Agreement and the other Loan Documents is not and shall not be secured by any real property collateral now or hereafter acquired by such Bank.
(i) Any and all proceeds of disposition or other realization on the Collateral or from any realization on any Guaranty received by the Administrative Agent in connection with any enforcement, sale, collection (including judicial or non-judicial foreclosure) or similar proceedings with respect to the Collateral or a demand or other enforcement or collection with respect to any Guaranty shall be applied by the Administrative Agent, as follows:
Appears in 1 contract
Collateral Matters. (a) The Administrative Collateral Agent is authorized on behalf of all the LendersBanks, without the necessity of any notice to or further consent from the LendersBanks, from time to time to take any action with respect to any Collateral or the Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Collateral Documents.
(b) The Lenders Banks irrevocably authorize the Administrative Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Collateral Agent upon any Collateral:
Collateral (i) upon termination of the Commitments and payment in full of all Loans and all other obligations Obligations known to the Administrative Collateral Agent and payable under this Agreement or any other Loan Document; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted hereunder; (iii) constituting property in which the Company Borrower or any Subsidiary owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to the Company Borrower or any Subsidiary 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 Company 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, if required by subsection 11.1(g), all the LendersBanks. Upon request by the Administrative Collateral Agent at any time, the Lenders Banks will confirm in writing the Administrative Collateral Agent's authority to release particular types or items of Collateral pursuant to this subsection 10.11(b(b).
(c) Each Lender agrees with and in favor , provided that the absence of each other (which agreement any such confirmation for whatever reason shall not be for affect the benefit of the Company or any Subsidiary) that any security interest in real property collateral received by a Lender in connection with the extension of any loan or financial commitment between such Lender and the Company or any of its Affiliates and not related to the transactions contemplated hereby shall not constitute collateral for the CompanyCollateral Agent's obligations rights under this Agreement or any other Loan DocumentSection.
(i) Any and all proceeds of disposition or other realization on the Collateral or from any realization on any Guaranty received by the Administrative Agent in connection with any enforcement, sale, collection (including judicial or non-judicial foreclosure) or similar proceedings with respect to the Collateral or a demand or other enforcement or collection with respect to any Guaranty shall be applied by the Administrative Agent, as follows:
Appears in 1 contract
Collateral Matters. (a) 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 Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Collateral Documents.
(b) The Lenders irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral:
Collateral (i) upon termination of the Commitments and payment in full of all Loans and all other obligations Obligations known to the Administrative Agent and payable under this Agreement or any other Loan Document; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted hereunder; (iii) constituting property in which the Company or any Subsidiary owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to the Company or any Subsidiary 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 Company 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 Majority Lenders or, if required by subsection 11.1(g), or all the Lenders, as the case may be, as provided in subsection 11.01(f). Upon request by the Administrative Agent at any time, the 102 111 Lenders will confirm in writing the Administrative Agent's authority to release particular types or items of Collateral pursuant to this subsection 10.11(b), provided that the absence of any such confirmation for whatever reason shall not affect the Agent's rights under this Section 10.11.
(c) Each Lender agrees with and in favor of each other (which agreement shall not be for the benefit of the Company or any Subsidiary) that the Company's obligation to such Lender under this Agreement and the other Loan Documents is not and shall not be secured by any security interest in real property collateral received now or hereafter acquired by a Lender in connection with the extension of any loan or financial commitment between such Lender and the Company or any of its Affiliates and not related to the transactions contemplated hereby shall not constitute collateral for the Company's obligations under this Agreement or any other Loan DocumentLender.
(i) Any and all proceeds of disposition or other realization on the Collateral or from any realization on any Guaranty received by the Administrative Agent in connection with any enforcement, sale, collection (including judicial or non-judicial foreclosure) or similar proceedings with respect to the Collateral or a demand or other enforcement or collection with respect to any Guaranty shall be applied by the Administrative Agent, as follows:
Appears in 1 contract
Collateral Matters. (a) 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 Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Collateral Documents.
(b) The Lenders irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral:
Collateral (i) upon termination of the Commitments and payment in full of all Loans and all other obligations Obligations known to the Administrative Agent and payable under this Agreement or any other Loan Document; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted hereunder; (iii) constituting property in which the Company or any Subsidiary owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to the Company or any Subsidiary 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 Company 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 Majority Lenders or, if required by subsection 11.1(g), or all the Lenders, as the case may be, as provided in SUBSECTION 11.01(F). Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent's authority to release particular types or items of Collateral pursuant to this subsection SUBSECTION 10.11(b), provided that the absence of any such confirmation for whatever reason shall not affect the Administrative Agent's rights under this SECTION 10.11.
(c) Each Lender agrees with and in favor of each other (which agreement shall not be for the benefit of the Company or any Subsidiary) that the Company's obligation to such Lender under this Agreement and the other Loan Documents is not and shall not be secured by any security interest in real property collateral received now or hereafter acquired by a Lender in connection with the extension of any loan or financial commitment between such Lender and the Company or any of its Affiliates and not related to the transactions contemplated hereby shall not constitute collateral for the Company's obligations under this Agreement or any other Loan DocumentLender.
(id) Any Upon the occurrence and continuance of an Event of Default, Lenders agree to promptly confer in order that Majority Lenders or Lenders, as the case may be, may agree upon a course of action for the enforcement of the rights of Lenders; and Administrative Agent shall be entitled to refrain from taking any action (without incurring any liability to any Person for so refraining) unless and until Administrative Agent shall have received instructions from Majority Lenders. All rights of action under the Loan Documents and all proceeds of disposition rights to the Collateral, if any, hereunder may be enforced by Administrative Agent and any suit or other realization on the Collateral or from any realization on any Guaranty received proceeding instituted by the Administrative Agent in connection with furtherance of such enforcement shall be brought in its name as Administrative Agent without the necessity of joining as plaintiffs or defendants any enforcementother Lender, sale, collection (including judicial or non-judicial foreclosure) or similar proceedings with respect and the recovery of any judgment shall be for the benefit of Lenders subject to the Collateral or a demand or other enforcement or collection expenses of Administrative Agent. In actions with respect to any Guaranty property of Borrower, Administrative Agent is acting for the ratable benefit of each Lender. Any and all agreements to subordinate (whether made heretofore or hereafter) other indebtedness or obligations of Borrower to the Obligations shall be applied by construed as being for the Administrative Agent, as follows:ratable benefit of each Lender.
Appears in 1 contract
Collateral Matters. (a) The Administrative Agent is authorized on behalf of all the LendersBanks, without the necessity of any notice to or further consent from the LendersBanks, from time to time to take any action with respect to any Collateral or the Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Collateral Documents.
(b) The Lenders Banks irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral:Collateral (provided, that the Agent shall retain all cash collateral received in respect of Letters of Credit until and unless such Letters of Credit are subsequently surrendered)
(i) upon termination of the Commitments Commitments, the surrender of all Letters of Credit not Cash Collateralized and payment in full of all Loans and all other obligations Obligations known to the Administrative Agent and payable under this Agreement or any other Loan Document; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted hereunder; (iii) constituting property in which the Company Company, any Guarantor or any Subsidiary of their Subsidiaries owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to the Company Company, any Guarantor or any Subsidiary of their Subsidiaries 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 Company Company, any Guarantor or such Subsidiary any of their Subsidiaries 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, if required by subsection 11.1(g), all the Lenders. Upon request by the Administrative Agent at any time, the Lenders Banks will confirm in writing the Administrative Agent's authority to release particular types or items of Collateral pursuant to this subsection 10.11(b), provided that the absence of any such confirmation for whatever reason shall not affect the Agent's rights under this Section 10.11.
(c) Each Lender of the Banks acknowledges that, in connection with creating, taking, perfecting or enforcing security interests in foreign countries or jurisdictions, the Agent may need to be denominated as "security trustee" or named or designated by some title or description other than "agent." Each of the Banks, therefore, agrees with and that, in favor the event the Agent uses the designation "security trustee" or some other designation, the use of each other (which agreement such name, designation or phrase shall not be in any way alter, amend or modify the nature and scope of the Agent's duties and obligations as set forth in this Agreement. Without limiting the generality of the foregoing, the use of the designation "security trustee" or any other phrase utilizing the word "trustee" shall not create or impose on the Bank any fiduciary or heightened obligation for the benefit of the Company or any Subsidiary) that any security interest in real property collateral received by a Lender in connection with the extension Banks. In all instances, regardless of any loan or financial commitment between such Lender and the Company or any of its Affiliates and not related to the transactions contemplated hereby shall not constitute collateral for the Company's obligations under this Agreement or any other Loan Document.
(i) Any and all proceeds of disposition the description or other realization on the Collateral or from any realization on any Guaranty received name used by the Administrative Agent or (ii) any statements about, or descriptions of, the Agent contained in connection with any enforcement, sale, collection (including judicial or non-judicial foreclosure) or similar proceedings with respect to the Collateral or a demand or other enforcement or collection with respect to any Guaranty shall be applied by the Administrative Agent, as follows:any
Appears in 1 contract
Collateral Matters. (a) 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 Collateral Documents which may be necessary to perfect and maintain a perfected the security interest in and Liens upon the Collateral granted pursuant to the Collateral Loan Documents.
(b) The Lenders irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral:
Collateral (i) upon termination of the Revolving Loan Commitments and payment in full of all Loans and all other obligations known to the Administrative Agent and Obligations payable under this Agreement or and under any other Loan Document; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted hereunder; (iii) constituting property in which the Company or any Subsidiary an Obligor owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to the Company or any Subsidiary an Obligor 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 Company or such Subsidiary Obligor 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, if required by subsection 11.1(g), or all the Lenders, as the case may be, as provided in Section 10.1(b). Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent's authority to release particular types or items of Collateral pursuant to this subsection 10.11(bSection 9.10(b).
(c) Each Lender agrees with and in favor of each other (which agreement shall not be for the benefit of the Company Borrowers or any Subsidiaryother Obligor) that either Borrower's obligation to such Lender under this Agreement and the other Loan Documents is not and shall not be secured by any security interest in real property collateral received now or hereafter acquired by a Lender in connection with the extension of any loan or financial commitment between such Lender and the Company Borrower or any of its Affiliates and not related to Subsidiaries other than the transactions contemplated hereby shall not constitute collateral for real property described in the Company's obligations under this Agreement or any other Loan DocumentMortgages.
(i) Any and all proceeds of disposition or other realization on the Collateral or from any realization on any Guaranty received by the Administrative Agent in connection with any enforcement, sale, collection (including judicial or non-judicial foreclosure) or similar proceedings with respect to the Collateral or a demand or other enforcement or collection with respect to any Guaranty shall be applied by the Administrative Agent, as follows:
Appears in 1 contract
Sources: Multicurrency Credit Agreement (Dura Automotive Systems Inc)
Collateral Matters. (a) 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 Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Collateral Documents.
(b) The Lenders Buyers irrevocably authorize the Administrative Agent, at its option and in its discretion, Collateral Agent to release any Lien (as defined in the Notes) granted to or held by the Administrative Collateral Agent upon under any Collateral:
Security Document (i) upon termination of when all Obligations (as defined in the Commitments and payment Security Agreements) have been paid in full of all Loans and all other obligations known to the Administrative Agent and payable under this Agreement or any other Loan Documentfull; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any sale or other disposition permitted hereunder; under the Notes and each other agreement, instrument or document related thereto (iii) constituting property in which it being agreed and understood that the Collateral Agent may conclusively rely without further inquiry on a certificate of an officer of the Company or any Subsidiary owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased as to the Company or any Subsidiary 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 Company or such Subsidiary to be, renewed or extended; (v) consisting of an instrument evidencing Indebtedness sale or other debt instrumentdisposition of property being made in compliance with the Notes and each other agreement, if the indebtedness thereby has been paid in fullinstrument or document related thereto); or (viiii) if approved, authorized or ratified in writing by the Buyers. In addition, if any Grantor (as defined in the Security Agreements) that is a wholly-owned Subsidiary of the Company ceases to be a wholly-owned Subsidiary or is no longer required to be a Grantor by Section 8(Y) of the Notes, unless any Default under the Notes has occurred and is continuing or Event of Default has occurred under the Notes that has not been waived by the Required Lenders Holders, the Liens granted herein or pursuant to any of the Security Agreements with respect to such Person’s property shall be deemed to be automatically released and such property shall automatically revert to such Person with no further action on the part of any Person. The Collateral Agent shall have the right, in accordance with the Security Documents to sell, lease or otherwise dispose of any Collateral for cash, credit or any combination thereof, and the Collateral Agent may purchase any Collateral at public or, if required permitted by subsection 11.1(g)law, all the Lenders. Upon request by the Administrative Agent at any timeprivate sale and, the Lenders will confirm in writing the Administrative Agent's authority to release particular types or items lieu of Collateral pursuant to this subsection 10.11(b).
(c) Each Lender agrees with and in favor of each other (which agreement shall not be for the benefit actual payment of the Company or any Subsidiary) that any security interest in real property collateral received by a Lender in connection with purchase price, may credit bid and setoff the extension amount of any loan or financial commitment between such Lender and price against the Company or any of its Affiliates and not related to the transactions contemplated hereby shall not constitute collateral for the Company's obligations under this Agreement or any other Loan DocumentObligations.
(i) Any and all proceeds of disposition or other realization on the Collateral or from any realization on any Guaranty received by the Administrative Agent in connection with any enforcement, sale, collection (including judicial or non-judicial foreclosure) or similar proceedings with respect to the Collateral or a demand or other enforcement or collection with respect to any Guaranty shall be applied by the Administrative Agent, as follows:
Appears in 1 contract
Sources: Securities Purchase Agreement (Bionano Genomics, Inc.)
Collateral Matters. (a) The Administrative Agent is authorized on behalf of all the LendersBanks, without the necessity of any notice to or further consent from the LendersBanks, from time to time to take any action with respect to any Collateral or the Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Collateral Documents.
(b) The Lenders Banks irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral:
Collateral (i) upon termination of the Commitments and payment in full of all Loans and all other obligations known to the Administrative Agent and Obligations payable under this Agreement or and under any other Loan Document; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any disposition Asset Disposition permitted hereunderhereunder pursuant to Section 7.7; (iii) constituting property in which the Company Borrower or any Subsidiary of the Borrower owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to the Company Borrower or any Subsidiary of the Borrower 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 Company Borrower or such Subsidiary to be, renewed or extended; (v) consisting of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness Indebtedness evidenced thereby has been paid in full; or (vi) if approved, authorized or ratified in writing by the Required Lenders or, if required by subsection 11.1(g), Majority Banks or all the LendersBanks, as the case may be, as provided in Section 10.6 hereof. Upon request by the Administrative Agent at any time, the Lenders Banks will confirm in writing the Administrative Agent's authority to release particular types or items of Collateral pursuant to this subsection 10.11(b9.10(b).
(c) Each Lender agrees with and in favor of each other (which agreement shall not be for the benefit of the Company or any Subsidiary) that any security interest in real property collateral received by a Lender in connection with the extension of any loan or financial commitment between such Lender and the Company or any of its Affiliates and not related to the transactions contemplated hereby shall not constitute collateral for the Company's obligations under this Agreement or any other Loan Document.
(i) Any and all proceeds of disposition or other realization on the Collateral or from any realization on any Guaranty received by the Administrative Agent in connection with any enforcement, sale, collection (including judicial or non-judicial foreclosure) or similar proceedings with respect to the Collateral or a demand or other enforcement or collection with respect to any Guaranty shall be applied by the Administrative Agent, as follows:
Appears in 1 contract
Collateral Matters. (a) 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 Collateral Related Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Collateral Related Documents.
(b) The Lenders irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral:
Collateral (i) upon termination of the Commitments and payment in full of all Loans Loans, LC Obligations and all other obligations Liabilities known to the Administrative Agent and payable under this Agreement or any other Loan Related Document; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted hereunder; (iii) constituting property in which the Company Parent or any Subsidiary of its Subsidiaries owned no interest at the time the such Lien was granted or at any time thereafter; (iv) constituting property leased to the Company Parent or any Subsidiary of its Subsidiaries 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 Company Parent or such Subsidiary to be, renewed or extended; (v) consisting of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness Indebtedness evidenced thereby has been paid in full; (vi) pursuant to any transaction permitted by Section 11.3; or (vivii) if approved, authorized or ratified in writing by the Required Lenders or, if required by subsection 11.1(g), or all the Lenders, as the case may be, as provided in Section 17.1. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent's authority to release particular types or items of Collateral pursuant to this subsection 10.11(b)Section 15.7.
(c) Each Lender agrees with and in favor of each other (which agreement shall not be for the benefit of the Company or any Subsidiary) that any security interest in real property collateral received by a Lender in connection with the extension of any loan or financial commitment between such Lender and the Company or any of its Affiliates and not related to the transactions contemplated hereby shall not constitute collateral for the Company's obligations under this Agreement or any other Loan Document.
(i) Any and all proceeds of disposition or other realization on the Collateral or from any realization on any Guaranty received by the Administrative Agent in connection with any enforcement, sale, collection (including judicial or non-judicial foreclosure) or similar proceedings with respect to the Collateral or a demand or other enforcement or collection with respect to any Guaranty shall be applied by the Administrative Agent, as follows:
Appears in 1 contract
Collateral Matters. (a) The Administrative Agent is authorized on behalf of all the Lenders, without the necessity of 141 any notice to or further consent from the Lenders, from time to time to take any action with respect to any Collateral or the Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Collateral Documents.
(b) The Lenders irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral:
(i) upon termination of the Commitments and payment in full of all Loans and all other obligations known to the Administrative Agent and payable under this Agreement or any other Loan Document; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted hereunder; (iii) constituting property in which the Company or any Subsidiary owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to the Company or any Subsidiary 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 Company or such Subsidiary to be, renewed or extended; (v) consisting of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness thereby has been paid in full; or (vi) if approved, authorized or ratified in writing by the Required Lenders or, if required by subsection 11.1(g), all the Lenders. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent's authority to release particular types or items of Collateral pursuant to this subsection 10.11(b).
(c) Each Lender agrees with and in favor of each other (which agreement shall not be for the benefit of the Company or any Subsidiary) that any security interest in real property collateral received by a Lender in connection with the extension of any loan or financial commitment between such Lender and the Company or any of its Affiliates and not related to the transactions contemplated hereby shall not constitute collateral for the Company's obligations under this Agreement or any other Loan Document.
(i) Any and all proceeds of disposition or other realization on the Collateral or from any realization on any Guaranty received by the Administrative Agent in connection with any enforcement, sale, collection (including judicial or non-judicial foreclosure) or similar proceedings with respect to the Collateral or a demand or other enforcement or collection with respect to any Guaranty shall be applied by the Administrative Agent, as follows:
Appears in 1 contract
Collateral Matters. (a) Each Bank hereby irrevocably authorizes and directs Agent to enter into the Security Documents for the benefit of such Bank. Each Bank hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in ss.24, any action taken by the Majority Banks, in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Majority Banks of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Banks. The Administrative Agent is hereby authorized (but not obligated) on behalf of all of the LendersBanks, without the necessity of any notice to or further consent from the Lenders, any Bank from time to time prior to, an Event of Default, to take any action with respect to any Collateral or the Collateral Security Documents which may be necessary to perfect and maintain perfected the security interest in and Liens liens upon the Collateral granted pursuant to the Collateral Security Documents.
(b) The Lenders Each Bank hereby irrevocably authorize authorizes the Administrative Agent, at its option and in its discretion, ,
(i) to release any Lien lien on any property granted to or held by the Administrative Agent upon under any Collateral:
Loan Document (iA) upon termination of the Commitments Total Commitment and payment in full of all Loans and all Obligations (other obligations known to the Administrative Agent and payable under this Agreement or any other Loan Document; than contingent indemnification obligations), (iiB) constituting property that is sold or to be sold or disposed of as part of or in connection with any disposition sale permitted hereunder; hereunder or under any other Loan Document, (iiiC) constituting property in which the Company or any Subsidiary owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased subject to the Company or any Subsidiary 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 beenss.24, and is not intended by the Company or such Subsidiary to be, renewed or extended; (v) consisting of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness thereby has been paid in full; or (vi) if approved, authorized or ratified in writing by the Required Lenders orMajority Banks, if required or (D) in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and
(ii) to subordinate any Lien on any property granted to or held by subsection 11.1(g), all Agent under any Loan Document to the Lendersholder of any Lien on such property that is permitted by this Agreement or any other Loan Document. Upon request by the Administrative Agent at any time, the Lenders each Bank will confirm in writing the Administrative Agent's authority to release or subordinate its interest in particular types or items of Collateral pursuant to this subsection 10.11(bss. 13.11(b).
(c) Each Lender agrees with Subject to (b) above, Agent shall (and in favor is hereby irrevocably authorized by each Bank to) execute such documents as may be reasonably necessary to evidence the release or subordination of each other (which agreement shall not be the liens granted to Agent for the benefit of Agent and the Company Banks herein or pursuant hereto upon the applicable Collateral; provided that (i) Agent shall not be required to execute any such document on terms which, in Agent's opinion, would expose Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Subsidiary) that any security interest in real property collateral received by a Lender in connection with the extension liens upon (or obligations of any loan or financial commitment between such Lender and the Company or any of its Affiliates and not related to the transactions contemplated hereby shall not constitute collateral for the Company's obligations under this Agreement Borrower or any other Loan Document.
(iParty in respect of) Any and all interests retained by Borrower or any other Loan Party, including the proceeds of disposition or other realization on the Collateral or from any realization on any Guaranty received by the Administrative Agent in connection with any enforcement, sale, collection (including judicial all of which shall continue to constitute part of the Collateral. In the event of any sale or non-judicial foreclosure) transfer of Collateral, or similar proceedings with respect to the Collateral or a demand or other enforcement or collection any foreclosure with respect to any Guaranty of the Collateral, Agent shall be applied authorized to deduct all expenses reasonably incurred by Agent from the Administrative proceeds of any such sale, transfer or foreclosure.
(d) The Agent shall have no obligation whatsoever to any Bank or any other Person to assure that the Collateral exists or is owned by Borrower or any other Loan Party or is cared for, protected or insured or that the liens granted to Agent herein or in any of the Security Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Agent in this ss. 13.11 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Agent may act in any manner it may deem appropriate, in its sole discretion, given Agent, 's own interest in the Collateral as follows:one of Banks and that Agent shall have no duty or liability whatsoever to the Banks.
Appears in 1 contract
Collateral Matters. (a) 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 Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Collateral Documents.
(b) The Lenders irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral:
Collateral (i) upon termination of the Commitments and payment in full of all Loans and all other obligations Obligations known to the Administrative Agent and payable under this Agreement or any other Loan Document; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted hereunder; (iii) constituting property in which the Company or any Subsidiary a Loan Party owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to the Company or any Subsidiary under a lease which has expired or been terminated Loan Party in a transaction permitted under this Agreement or is about to expire and which has not been, and is not intended by the Company or such Subsidiary to be, renewed or extendedAgreement; (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 Majority Lenders oror all Lenders, if required by subsection 11.1(g)as the case may be, all the Lendersas provided in Section 8.1. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent's ’s authority to release particular types or items of Collateral pursuant to this subsection 10.11(b)Section 7.9, provided that the absence of any such confirmation for whatever reason shall not affect Agent’s rights under this Section 7.9.
(c) Each Lender agrees with and in favor of each other (which agreement shall not be for the benefit of the Company Borrower or any Subsidiary) that the Obligations to such Lender are not and shall not be secured by any security interest in real property collateral received now or hereafter acquired by a Lender in connection with the extension of any loan or financial commitment between such Lender and other than the Company or any of its Affiliates and not related to real property described in the transactions contemplated hereby shall not constitute collateral for the Company's obligations under this Agreement or any other Loan DocumentSchedule.
(i) Any and all proceeds of disposition or other realization on the Collateral or from any realization on any Guaranty received by the Administrative Agent in connection with any enforcement, sale, collection (including judicial or non-judicial foreclosure) or similar proceedings with respect to the Collateral or a demand or other enforcement or collection with respect to any Guaranty shall be applied by the Administrative Agent, as follows:
Appears in 1 contract
Collateral Matters. (a) The Administrative Agent is authorized on behalf of all the LendersSecured Parties, without the necessity of any notice to or further consent from such Secured Parties, from time to time, to take any actions with respect to any Collateral or Security Documents which may be necessary to perfect and maintain the Liens upon the Collateral granted pursuant to the Security Documents. The Administrative Agent is further authorized (but not obligated) on behalf of the Secured Parties, without the necessity of any notice to or further consent from the LendersSecured Parties, from time to time time, to take any action with respect to any Collateral or the Collateral Documents which in exigent circumstances as may be reasonably necessary to perfect and maintain perfected preserve any rights or privileges of the security interest in and Secured Parties under the Credit Documents or applicable Legal Requirements. By accepting the benefit of the Liens upon the Collateral granted pursuant to the Collateral Security Documents, each Secured Party hereby agrees to the terms of this paragraph (a).
(b) The Lenders hereby, and any other Secured Party by accepting the benefit of the Liens granted pursuant to the Security Documents, irrevocably authorize the Administrative Agent, at its option and in its discretion, Agent to (i) release any Lien granted to or held by the Administrative Agent upon any Collateral:
Collateral (ia) upon termination of this Agreement, termination of all Hedging Agreements with such Persons (other than Hedging Agreements as to which arrangements satisfactory to the Commitments applicable counterparty in its sole discretion have been made), and the payment in full of all Loans outstanding Advances and all other obligations known to the Administrative Agent and Secured Obligations payable under this Agreement or and under any other Loan Credit Document; (iib) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted hereunderunder this Agreement or any other Credit Document; (iiic) constituting property in which the Company or any Subsidiary no Credit Party owned no an interest at the time the Lien was granted or at any time thereafter; or (ivd) constituting property leased to the Company or any Subsidiary Credit Party under a lease which has expired or has 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 Company or such Subsidiary Credit Party to be, renewed or extended; and (vii) consisting release a Guarantor from its obligations under a Guaranty and any other applicable Credit Document if such Person ceases to be a Subsidiary as a result of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness thereby has been paid in full; or (vi) if approved, authorized or ratified in writing by the Required Lenders or, if required by subsection 11.1(g), all the Lendersa transaction permitted under this Agreement. Upon the request by of the Administrative Agent at any time, the Lenders Secured Parties will confirm in writing the Administrative Agent's ’s authority to release particular types or items of Collateral pursuant to this subsection 10.11(b)Section 8.8.
(c) Each Lender agrees Notwithstanding anything contained in any of the Credit Documents to the contrary, the Credit Parties, the Administrative Agent, and each Secured Party hereby agree that no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guaranty, it being understood and agreed that all powers, rights and remedies hereunder and under the Security Documents may be exercised solely by Administrative Agent on behalf of the Secured Parties in accordance with the terms hereof and in favor of each the other (which agreement shall not be for Credit Documents. By accepting the benefit of the Company or any Subsidiary) that any security interest in real property collateral received by a Lender in connection with the extension of any loan or financial commitment between such Lender and the Company or any of its Affiliates and not related Liens granted pursuant to the transactions contemplated Security Documents, each Secured Party not party hereto hereby shall not constitute collateral for the Company's obligations under this Agreement or any other Loan Document.
(i) Any and all proceeds of disposition or other realization on the Collateral or from any realization on any Guaranty received by the Administrative Agent in connection with any enforcement, sale, collection (including judicial or non-judicial foreclosure) or similar proceedings with respect agrees to the Collateral or a demand or other enforcement or collection with respect to any Guaranty shall be applied by the Administrative Agent, as follows:terms of this paragraph (c).
Appears in 1 contract
Sources: Amendment and Restatement Agreement (Hi-Crush Partners LP)
Collateral Matters. (a) 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 Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Collateral Documents.
(b) The Lenders irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral:
Collateral (i) upon termination of the Commitments and payment in full of all Loans and all other obligations Obligations known to the Administrative Agent and payable under this Agreement or any other Loan Document; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted hereunder; (iii) constituting property in which the Company Borrower or any Subsidiary owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to the Company Borrower or any Subsidiary 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 Company 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, if required by subsection 11.1(g), or all the Lenders, as the case may be, as provided in subsection 10.1(f). Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent's authority to release particular types or items of Collateral pursuant to this subsection 10.11(b9.11(b).
(c) Each Lender agrees with and in favor of each other (which agreement shall not be for the benefit of the Company Borrower or any Subsidiary) that the Borrower's obligation to such Lender under this Agreement and the other Loan Documents is not and shall not be secured by any security interest in real property collateral received now or hereafter acquired by a Lender in connection with the extension of any loan or financial commitment between such Lender and the Company or any of its Affiliates and not related to the transactions contemplated hereby shall not constitute collateral for the Company's obligations under this Agreement or any other Loan DocumentLender.
(i) Any and all proceeds of disposition or other realization on the Collateral or from any realization on any Guaranty received by the Administrative Agent in connection with any enforcement, sale, collection (including judicial or non-judicial foreclosure) or similar proceedings with respect to the Collateral or a demand or other enforcement or collection with respect to any Guaranty shall be applied by the Administrative Agent, as follows:
Appears in 1 contract
Sources: Credit Agreement (Amazon Com Inc)
Collateral Matters. (a) The Administrative Agent is hereby authorized by each Lender (on its own behalf or on behalf of all the Lendersany Affiliate of such Lender that is party to a Lender Rate Contract or providing Lender Bank Products), without the necessity of any notice to or further consent from any Lender (on its own behalf or on behalf of any Affiliate of such Lender that is party to a Lender Rate Contract or providing Lender Bank Products), and without the Lendersobligation to take any such action, from time to time to take any action with respect to any Collateral or the Collateral Documents any Security Document which may from time to time be necessary to perfect and maintain perfected the security interest in and Liens upon of the Collateral granted pursuant to the Collateral Security Documents.
(b) The Each of the Lenders (on its own behalf or on behalf of any Affiliate of such Lender that is party to a Lender Rate Contract or providing Lender Bank Products) irrevocably authorize the Administrative Agent, at its option and in its discretion, to release (and to execute and deliver such documents, instruments and agreements as the Administrative Agent may deem necessary to release) any Lien granted to or held by the Administrative Agent upon any Collateral:
Collateral (i) upon termination of the Revolving Loan Commitments and the full Cash Collateralization of the then outstanding L/C Obligations (in an amount equal to the Minimum Collateral Amount) and the payment in full of all Loans and all other obligations known to the Administrative Agent and Obligations payable under this Agreement or any and under the other Loan DocumentDocuments (other than Obligations in respect of Lender Rate Contracts and Lender Bank Products except to the extent the Administrative Agent has received prior written notice from the applicable Lender Party of any such Lender Rate Contract or the existence of such Obligations in respect of Lender Bank Products); (ii) constituting property sold of the Loan Parties which is sold, transferred or to be sold or otherwise disposed of as part of or in connection with any disposition permitted hereundertransaction not prohibited by this Agreement or the Loan Documents; (iii) constituting property in which the Company or any Subsidiary owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to the Company or any Subsidiary Loan Parties under a an operating lease which has expired or been terminated in a transaction permitted under not prohibited by this Agreement or is about to the Loan Documents or which will concurrently expire and which has not been, been and is not intended by the Company or such Subsidiary Loan Parties to be, renewed or extended; (viv) consisting of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness Indebtedness evidenced thereby has been paid in full; or (viv) if approved, authorized approved or ratified in writing consented to by those of the Required Lenders or, if required by subsection 11.1(g), all the LendersSection 8.04. Upon request by the Administrative Agent at any timeAgent, the Lenders will (and will cause their Affiliates that are party to Lender Rate Contracts or that have extended Lender Bank Products to) confirm in writing the Administrative Agent's ’s authority to release particular types or items of Collateral pursuant to this subsection 10.11(b).
(c) Each Lender agrees with and in favor of each other (which agreement shall not be for the benefit of the Company or any Subsidiary) that any security interest in real property collateral received by a Lender in connection with the extension of any loan or financial commitment between such Lender and the Company or any of its Affiliates and not related to the transactions contemplated hereby shall not constitute collateral for the Company's obligations under this Agreement or any other Loan Document.
(i) Any and all proceeds of disposition or other realization on the Collateral or from any realization on any Guaranty received by the Administrative Agent in connection with any enforcement, sale, collection (including judicial or nonSection 7.07. -137- 4159-judicial foreclosure) or similar proceedings with respect to the Collateral or a demand or other enforcement or collection with respect to any Guaranty shall be applied by the Administrative Agent, as follows:4780-3173
Appears in 1 contract
Collateral Matters. (a) The Administrative Agent is authorized on behalf of all the Lenders, without the necessity of any notice to or further consent from the Lendersany Lender, from time to time to take any action with respect to any Collateral collateral or the Collateral Loan Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral collateral granted pursuant to the Collateral Loan Documents.
(b) The Lenders irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any security interest or Lien granted to or held by the Administrative Agent upon any Collateral:
collateral (i) upon termination of the Commitments and payment in full of all Loans and all other obligations known to the Administrative Agent and payable under this Agreement or any and the other Loan DocumentDocuments; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted hereunder; (iii) constituting property in which the Company or any Subsidiary owned no interest at the time the such security interest or Lien was granted or at any time thereafter; (iv) constituting property leased to the Company or any Subsidiary 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 Company 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, if required by subsection 11.1(g), all the Lenders. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent's authority to release particular types or items of Collateral collateral pursuant to this subsection 10.11(b).
(c) Each Lender agrees with and To the extent that the Agent shall be entitled, in favor of each other (which agreement shall not be for the benefit of the Company or any Subsidiary) that any security interest in real property collateral received by a Lender in connection accordance with the extension Loan Documents, to apply the proceeds of any loan or financial commitment between such Lender and the Company or any of its Affiliates and not related to the transactions contemplated hereby shall not constitute collateral for the Company's obligations under this Agreement or any other Loan Document.
(i) Any and all proceeds of disposition or other realization on the Collateral or from any realization on any Guaranty received by the Administrative Agent in connection with any enforcement, sale, collection (including judicial or non-judicial foreclosure) or similar proceedings with respect Obligations to the Collateral or a demand or other enforcement or collection payment thereof, it shall do so ratably in accordance with respect to any Guaranty shall be applied by the Administrative Agent, as follows:Obligations then due and owing.
Appears in 1 contract
Collateral Matters. (a) The Administrative Except as otherwise expressly provided for in this Agreement, Agent shall have no obligation whatsoever to Lender or any other Person to investigate, confirm or assure that the Collateral exists or is authorized on behalf owned by Borrowers or any Obligor or is cared for, protected or insured or has been encumbered, or that any particular items of all Collateral meet the Lenderseligibility criteria applicable in respect of the Revolving Loans or Letter of Credit Accommodations hereunder, without or whether any particular Availability Reserves are appropriate, or that the necessity of any notice liens and security interests granted to Agent herein or further consent from the Lenderspursuant hereto or otherwise have been properly or sufficiently or lawfully created, from time to time to take any action with respect perfected, protected or enforced or are entitled to any Collateral particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to Agent in this Agreement or in any of the other Financing Agreements, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Agent may act in any manner it may deem appropriate, in its discretion, given Agent's own interest in the Collateral Documents which may be necessary as a Lender and that Agent shall have no duty or liability whatsoever to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Collateral DocumentsLender, other than liability for its own gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction.
(b) The Lenders irrevocably authorize Lender hereby appoints Agent for the Administrative Agentpurpose of perfecting the security interest of Agent in assets which, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral:
(i) upon termination accordance with Article 9 of the Commitments and payment in full Uniform Commercial Code can be perfected only by possession. Should Lender obtain possession of all Loans and all other obligations known any such Collateral, Lender shall notify Agent thereof and, promptly upon Agent's request therefor, shall deliver such Collateral to the Administrative Agent and payable under this Agreement or any other Loan Document; (ii) constituting property sold or to be sold or disposed of as part of or in connection accordance with any disposition permitted hereunder; (iii) constituting property in which the Company or any Subsidiary owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to the Company or any Subsidiary 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 Company or such Subsidiary to be, renewed or extended; (v) consisting of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness thereby has been paid in full; or (vi) if approved, authorized or ratified in writing by the Required Lenders or, if required by subsection 11.1(g), all the Lenders. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent's authority to release particular types or items of Collateral pursuant to this subsection 10.11(b)instructions.
(c) Each Lender agrees with and in favor of each other (which agreement shall not be for the benefit of the Company or any Subsidiary) that any security interest in real property collateral received by a Lender in connection with the extension of any loan or financial commitment between such Lender and the Company or any of its Affiliates and not related to the transactions contemplated hereby shall not constitute collateral for the Company's obligations under this Agreement or any other Loan Document.
(i) Any and all proceeds of disposition or other realization on the Collateral or from any realization on any Guaranty received by the Administrative Agent in connection with any enforcement, sale, collection (including judicial or non-judicial foreclosure) or similar proceedings with respect to the Collateral or a demand or other enforcement or collection with respect to any Guaranty shall be applied by the Administrative Agent, as follows:
Appears in 1 contract
Sources: Loan and Security Agreement (Damark International Inc)
Collateral Matters. (a) The Administrative Collateral Agent is authorized on behalf of all the LendersSecured Parties, without the necessity of any notice to or further consent from the LendersSecured Parties, from time to time to take any action with respect to any Collateral or the Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Collateral Documents.
(b) The Lenders Secured Parties irrevocably authorize the Administrative Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Collateral Agent upon any Collateral:
Collateral (i) upon termination of the Commitments and payment in full of all Loans and all other obligations Obligations known to the Administrative Collateral Agent and payable under this Agreement or any other Loan Document; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted hereunder; (iii) constituting property in which the Company Borrower or any Subsidiary owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to the Company Borrower or any Subsidiary 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 Company 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, if required by subsection 11.1(g), Majority Banks or all the LendersBanks, as the case may be, as provided in Section 11.01. Upon request by the Administrative Collateral Agent at any time, the Lenders Banks will confirm in writing the Administrative Collateral Agent's authority to release particular types or items of Collateral pursuant to this subsection Section 10.11(b).
(c) Each Lender Bank agrees with and in favor of each other (which agreement shall not be for the benefit of the Company Borrower or any Subsidiary) that the Borrower's Obligations to such Bank under this Agreement and the other Loan Documents is not and shall not be secured by any security interest in real property collateral received now or hereafter acquired by a Lender in connection with the extension of any loan or financial commitment between such Lender and the Company or any of its Affiliates and not related to the transactions contemplated hereby shall not constitute collateral for the Company's obligations under this Agreement or any other Loan DocumentBank.
(i) Any and all proceeds of disposition or other realization on the Collateral or from any realization on any Guaranty received by the Administrative Agent in connection with any enforcement, sale, collection (including judicial or non-judicial foreclosure) or similar proceedings with respect to the Collateral or a demand or other enforcement or collection with respect to any Guaranty shall be applied by the Administrative Agent, as follows:
Appears in 1 contract
Sources: Credit Agreement (U S Rentals Inc)
Collateral Matters. (a) 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 Collateral, the Collateral Documents or the Holdings Collateral Documents, which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Collateral Documents or the Holdings Collateral Documents.
(b) The Lenders irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral:
Collateral (i) upon termination of the Commitments and payment in full of all Loans and all other obligations known to the Administrative Agent and Obligations payable under this Agreement or and under any other Loan Document; (ii) constituting property Property sold or to be sold or disposed of as part of or in connection with any disposition permitted hereunder; (iii) constituting property Property in which neither of the Company or any Subsidiary Borrowers owned no an interest at the time the Lien was granted or at any time thereafter; (iv) constituting property Property leased to the Company or any Subsidiary either of 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 either of the Company or such Subsidiary Borrowers 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, if required by subsection 11.1(g), or all the Lenders, as the case may be, as provided in SUBSECTION 12.1(f). Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent's authority to release particular types or items of Collateral pursuant to this subsection 10.11(bSUBSECTION 11.10(b).
(c) Each Lender agrees with and in favor of each other (which agreement shall not be for the benefit of the Company or any Subsidiary) that any security interest in real property collateral received by a Lender in connection with the extension of any loan or financial commitment between such Lender and the Company or any of its Affiliates and not related . Required Lenders may also deliver written directions to the transactions contemplated hereby shall Agent not constitute collateral for the Company's obligations under to take any specific action permitted by this Agreement or any other Loan Document.
(iSUBSECTION 11.10(B) Any and all proceeds and, following receipt of disposition or other realization on the Collateral or from any realization on any Guaranty received by the Administrative Agent in connection with any enforcementsuch notice, sale, collection (including judicial or non-judicial foreclosure) or similar proceedings with respect but subject to the Collateral or a demand or other enforcement or collection with respect to any Guaranty terms of this ARTICLE XI, the Agent shall be applied by the Administrative Agent, as follows:cease from taking such action.
Appears in 1 contract
Collateral Matters. (a) The Administrative Agent is authorized on behalf of all the LendersSecured Parties, without the necessity of any notice to or further consent from such Secured Parties, from time to time, to take any actions with respect to any Collateral or Security Documents which may be necessary to perfect and maintain the Liens upon the Collateral granted pursuant to the Security Documents. The Administrative Agent is further authorized (but not obligated) on behalf of the Secured Parties, without the necessity of any notice to or further consent from the LendersSecured Parties, from time to time time, to take any action with respect to any Collateral or the Collateral Documents which in exigent circumstances as may be reasonably necessary to perfect and maintain perfected preserve any rights or privileges of the security interest in and Secured Parties under the Credit Documents or applicable Legal Requirements. By accepting the benefit of the Liens upon the Collateral granted pursuant to the Collateral Security Documents, each Secured Party hereby agrees to the terms of this paragraph (a).
(b) The Lenders hereby, and any other Secured Party by accepting the benefit of the Liens granted pursuant to the Security Documents, irrevocably authorize the Administrative Agent, at its option and in its discretion, Agent to (i) release any Lien granted to or held by the Administrative Agent upon any Collateral:
Collateral (ia) upon termination of this Agreement, termination of all Hedging Agreements with such Persons (other than Hedging Agreements as to which arrangements satisfactory to the Commitments applicable counterparty in its sole discretion have been made), and the payment in full of all Loans outstanding Advances and all other obligations known to the Administrative Agent and Secured Obligations payable under this Agreement or and under any other Loan Credit Document; (iib) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted hereunderunder this Agreement or any other Credit Document; (iiic) constituting property in which the Company or any Subsidiary no Credit Party owned no an interest at the time the Lien was granted or at any time thereafter; or (ivd) constituting property leased to the Company or any Subsidiary Credit Party under a lease which has expired or has 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 Company or such Subsidiary Credit Party to be, renewed or extended; and (vii) consisting release a Guarantor from its obligations under a Guaranty and any other applicable Credit Document if such Person ceases to be a Subsidiary as a result of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness thereby has been paid in full; or (vi) if approved, authorized or ratified in writing by the Required Lenders or, if required by subsection 11.1(g), all the Lendersa transaction permitted under this Agreement. Upon the request by of the Administrative Agent at any time, the Lenders Secured Parties will confirm in writing the Administrative Agent's ’s authority to release particular types or items of Collateral pursuant to this subsection 10.11(b)Section 8.8.
(c) Each Lender agrees Notwithstanding anything contained in any of the Credit Documents to the contrary, the Credit Parties, the Administrative Agent, and each Secured Party hereby agree that no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guaranty, it being understood and agreed that all powers, rights and remedies hereunder and under the Security Documents may be exercised solely by Administrative Agent on behalf of the Secured Parties in accordance with the terms hereof and in favor of each the other (which agreement shall not be for Credit Documents. By accepting the benefit of the Company or any Subsidiary) that any security interest in real property collateral received by a Lender in connection with the extension of any loan or financial commitment between such Lender and the Company or any of its Affiliates and not related Liens granted pursuant to the transactions contemplated Security Documents, each Secured Party not party hereto hereby shall not constitute collateral for the Company's obligations under this Agreement or any other Loan Document.
(i) Any and all proceeds of disposition or other realization on the Collateral or from any realization on any Guaranty received by the Administrative Agent in connection with any enforcement, sale, collection (including judicial or non-judicial foreclosure) or similar proceedings with respect agrees to the Collateral or a demand or other enforcement or collection with respect to any Guaranty shall be applied by the Administrative Agent, as follows:terms of this paragraph (c). -68- NY\6260051.12
Appears in 1 contract