Guaranties, Collateral Documents and Other Loan Documents. At any time after the execution and delivery thereof (i) any material Loan Guaranty for any reason ceasing to be in full force and effect (other than in accordance with its terms or as a result of the occurrence of the Termination Date) or being declared, by a court of competent jurisdiction, to be null and void or the repudiation in writing by any Loan Party of its obligations thereunder (other than as a result of the discharge of such Loan Party in accordance with the terms thereof and other than solely as a result of acts or omissions by the Administrative Agent or any Lender), (ii) this Agreement or any material Collateral Document ceasing to be in full force and effect (other than solely by reason of (x) the failure of the Administrative Agent to maintain possession of any Collateral actually delivered to it or the failure of the Administrative Agent to file UCC (or equivalent) continuation statements, (y) a release of Collateral in accordance with the terms hereof or thereof or (z) the occurrence of the Termination Date or any other termination of such Collateral Document in accordance with the terms thereof) or being declared null and void or (iii) the contesting by any Loan Party of the validity or enforceability of any material provision of any Loan Document (or any Lien purported to be created by the Collateral Documents or Loan Guaranty) in writing or denial by any Loan Party in writing that it has any further liability (other than by reason of the occurrence of the Termination Date), including with respect to future advances by the Lenders, under any Loan Document to which it is a party; it being understood and agreed that the failure of the Administrative Agent to maintain possession of any Collateral actually delivered to it or file any UCC (or equivalent) continuation statement shall not result in an Event of Default under this clause (k) or any other provision of any Loan Document; or

Appears in 9 contracts

Samples: Credit Agreement (Hillman Solutions Corp.), First Lien Credit Agreement (Hayward Holdings, Inc.), First Amendment Agreement (Ecovyst Inc.)

Guaranties, Collateral Documents and Other Loan Documents. At any time after the execution and delivery thereof (i) any material Loan Guaranty for any reason ceasing to be in full force and effect (other than in accordance with its terms or as a result of the occurrence of the Termination Date) or being declared, by a court of competent jurisdiction, to be null and void or the repudiation in writing by any Loan Party of its obligations thereunder (other than as a result of the discharge of such Loan Party in accordance with the terms thereof and other than solely as a result of acts or omissions by the Administrative Agent or any Lender), (ii) this Agreement or any material Collateral Document ceasing to be in full force and effect (other than solely by reason of (x) the failure of the Administrative Agent to maintain possession of any Collateral actually delivered to it or the failure of the Administrative Agent to file UCC or PPSA (or equivalent) continuation statements, (y) a release of Collateral in accordance with the terms hereof or thereof or (z) the occurrence of the Termination Date or any other termination of such Collateral Document in accordance with the terms thereof) or being declared null and void or (iii) the contesting by any Loan Party of the validity or enforceability of any material provision of any Loan Document (or any Lien purported to be created by the Collateral Documents or Loan Guaranty) in writing or denial by any Loan Party in writing that it has any further liability (other than by reason of the occurrence of the Termination Date), including with respect to future advances by the Lenders, under any Loan Document to which it is a party; , it being understood and agreed that the failure of the Administrative Agent to maintain possession of any Collateral actually delivered to it or file any UCC or PPSA (or equivalent) continuation statement shall not result in an Event of Default under this clause (k) or any other provision of any Loan Document; or

Appears in 7 contracts

Samples: Credit Agreement (Hayward Holdings, Inc.), Credit Agreement (Hayward Holdings, Inc.), Abl Credit Agreement (Hayward Holdings, Inc.)

Guaranties, Collateral Documents and Other Loan Documents. At any time after the execution and delivery thereof (i) any material Loan Guaranty for any reason ceasing to be in full force and effect (other than in accordance with its terms or as a result of the occurrence of the Termination Date) or being ~~declared,~~ declared by a court of competent ~~jurisdiction,~~ jurisdiction to be null and void or the repudiation in writing by any Loan Party of its obligations thereunder (other than as a result of the discharge of such Loan Party in accordance with the terms ~~thereof and other than solely as a result of acts or omissions by the Administrative Agent or any Lender~~thereof), (ii) this Agreement or any material Collateral Document or any Lien on a material portion of the Collateral ceasing to be in full force and effect (other than ~~solely~~ by reason of (x) the failure of the Administrative Agent to maintain possession of any Collateral actually delivered to it or the failure of the Administrative Agent to file UCC (or equivalent) continuation statements, (y) a release of Collateral in accordance with the terms hereof or ~~thereof or (z)~~ thereof, the occurrence of the Termination Date or any other termination of such Collateral Document in accordance with the terms thereof) or being declared by a court of competent jurisdiction to be null and void or (iii) other than in any bona fide, good faith dispute as to the scope of Collateral or whether any Lien has been, or is required to be released, the contesting by any Loan Party of the validity or enforceability of any material provision of any Loan Document (or any Lien on a material portion of the Collateral purported to be created by the Collateral ~~Documents or Loan Guaranty~~Documents) in writing or denial by any Loan Party in writing that it has any further liability (other than by reason of the occurrence of the Termination ~~Date~~Date or any other termination of any other Loan Document in accordance with the terms thereof), including with respect to future advances by the Lenders, under any Loan Document to which it is a party; it being understood and agreed that the failure of the Administrative Agent to maintain possession of any Collateral actually delivered to it or file any UCC (or equivalent) continuation statement shall not result in an Event of Default under this clause (k~~) or any other provision of any Loan Document~~); or

Appears in 6 contracts

Samples: First Lien Credit Agreement (Isos Acquisition Corp.), Security Agreement (Isos Acquisition Corp.), First Lien Credit Agreement (Isos Acquisition Corp.)

Guaranties, Collateral Documents and Other Loan Documents. At any time after the execution and delivery ~~thereof~~ thereof, (i) any material Guarantee under the Loan Guaranty for any ~~reason ceasing~~ reason, other than the occurrence of the Termination Date, shall cease to be in full force and effect (other than in accordance with its ~~terms or as a result of the occurrence of the Termination Date~~terms) or ~~being declared, by a court of competent jurisdiction,~~ is declared to be null and void or ~~the repudiation~~ any Loan Guarantor shall repudiate in writing ~~by any Loan Party of~~ its obligations thereunder (other than as a result of the discharge of such Loan ~~Party~~ Guarantor in accordance with the terms ~~thereof and other than solely as a result of acts or omissions by the Administrative Agent or any Lender~~thereof), (ii) this Agreement or any material Collateral Document ~~ceasing~~ ceases to be in full force and effect or shall be declared null and void or any Lien on Collateral created under any Collateral Document ceases to be valid and perfected with the priority required by the Collateral Documents with respect to a material portion of the Collateral (other than solely by reason of (x) the failure of the Administrative Agent to maintain possession of any Collateral actually delivered to it or the failure of the Administrative Agent to file UCC (or equivalent) continuation statements, (y) a release of Collateral in accordance with the terms hereof or thereof or (z) the occurrence of the Termination Date or any other termination of such Collateral Document in accordance with the terms thereof) or ~~being declared null and void or~~ (iii) ~~the contesting by~~ any Loan Party of contests in writing the validity or enforceability of any material provision of any Loan Document (or any Lien purported to be created by the Collateral Documents or any Loan Guaranty) ~~in writing~~ or ~~denial by any Loan Party~~ denies in writing that it has any further liability (other than by reason of the occurrence of the Termination Date), including with respect to future advances by the Lenders, under any Loan Document to which it is a party; it being understood and agreed that the failure of the Administrative Agent to maintain possession of any Collateral actually delivered to it or file any UCC (or equivalent) continuation statement shall not result in an Event of Default under this clause (k) or any other provision of any Loan Document; or

Appears in 6 contracts

Samples: First Lien Credit Agreement (Waystar Holding Corp.), First Lien Credit Agreement (Waystar Holding Corp.), First Lien Credit Agreement (Waystar Holding Corp.)

Appears in 5 contracts

Samples: Credit Agreement (Osmotica Pharmaceuticals PLC), Credit Agreement (Osmotica Pharmaceuticals PLC), Credit Agreement (Osmotica Pharmaceuticals PLC)

Guaranties, Collateral Documents and Other Loan Documents. At any time after the execution and delivery ~~thereof~~ thereof, (i) any material Loan Guaranty for any ~~reason ceasing~~ reason, other than the occurrence of the Termination Date, shall cease to be in full force and effect (other than in accordance with its ~~terms or as a result of the occurrence of the Termination Date~~terms) or ~~being~~ shall be declared, by a court of competent jurisdiction, to be null and void or ~~the repudiation~~ any Guarantor shall repudiate in writing ~~by any Loan Party of~~ its obligations thereunder (in each case, other than as a result of the discharge of such ~~Loan Party~~ Guarantor in accordance with the terms thereof and other than ~~solely~~ as a result of acts or omissions by the Administrative Agent or any Lender), (ii) this Agreement or any material Collateral Document ~~ceasing~~ ceases to be in full force and effect or shall be declared, by a court of competent jurisdiction, to be null and void or any Lien on Collateral created (or purported to be created) under any Collateral Document ceases to be valid and perfected with respect to a material portion of the Collateral (other than (I) Collateral consisting of Material Real Estate Assets to the extent that such losses are covered by a lender’s title insurance policy and such insurer has not denied coverage or (II) solely by reason of (w) such perfection is not required pursuant to the Collateral and Guarantee Requirement, the Perfection Requirements, the Collateral Documents, this Agreement or otherwise, (x) the failure of the Administrative Agent to maintain possession of any Collateral actually delivered to it or the failure of the Administrative Agent to file ~~UCC (or equivalent)~~ Uniform Commercial Code continuation statements, (y) a release of Collateral in accordance with the terms hereof or thereof or (z) the occurrence of the Termination Date or any other termination of such Collateral Document in accordance with the terms thereof) or ~~being declared null and void or~~ (iii) other than bona fide, good faith disputes as to the ~~contesting by~~ scope of Collateral or whether any Lien has been, or is required to be released, any Loan Party of shall contest in writing, the validity or enforceability of any material provision of any Loan Document (or any Lien purported to be created by the Collateral Documents or any Loan Guaranty) ~~in writing~~ or ~~denial by any Loan Party~~ deny in writing that it has any further liability (other than by reason of the occurrence of the Termination ~~Date~~Date or any other termination of any other Loan Document in accordance with the terms thereof), including with respect to future advances by the Lenders, under any Loan Document to which it is a party; it being understood and agreed that the failure of the Administrative Agent to ~~maintain possession of any Collateral actually delivered to it or~~ file any ~~UCC (or equivalent)~~ Uniform Commercial Code continuation statement shall not result in an Event of Default under this ~~clause (k~~Section 7.01(k) or any other provision of any Loan Document; orthen, and in every such event (other than an event with respect to the Borrower described in clause (f) or (g) of this Article), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Borrower, take any of the following actions, at the same or different times: declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower; provided that upon the occurrence of an event with respect to the Borrower described in clauses (f) or (g) of this Article, any such Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower, in each case without further action of the Administrative Agent or any Lender. Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and at the request of the Required Lenders shall, exercise any rights and remedies provided to the Administrative Agent under the Loan Documents or at law or equity, including all remedies provided under the UCC.

Appears in 5 contracts

Samples: Term Loan Credit Agreement (Blackstone Mortgage Trust, Inc.), Term Loan Credit Agreement (Blackstone Mortgage Trust, Inc.), Term Loan Credit Agreement (Blackstone Mortgage Trust, Inc.)

Appears in 5 contracts

Samples: First Lien Credit Agreement (Cotiviti Holdings, Inc.), Intercreditor Agreement (Cotiviti Holdings, Inc.), Intercreditor Agreement (Cotiviti Holdings, Inc.)

Appears in 5 contracts

Samples: Credit Agreement (First Watch Restaurant Group, Inc.), Credit Agreement (First Watch Restaurant Group, Inc.), Credit Agreement (Definitive Healthcare Corp.)

Guaranties, Collateral Documents and Other Loan Documents. At any time after the execution and delivery ~~thereof~~ thereof, (i) any ~~material Loan Guaranty~~ guaranty set forth in Article 10 for any ~~reason ceasing~~ reason, other than the satisfaction in full of all Obligations, shall cease to be in full force and effect (other than in accordance with its ~~terms or as a result of the occurrence of the Termination Date~~terms) or ~~being declared, by a court of competent jurisdiction,~~ shall be declared to be null and void or ~~the repudiation~~ any Guarantor shall repudiate in writing ~~by any Loan Party of~~ its obligations thereunder (other than as a result of the discharge of such ~~Loan Party~~ Guarantor in accordance with the terms ~~thereof and other than solely as a result of acts or omissions by the Administrative Agent or any Lender~~thereof), (ii) this Agreement or any ~~material~~ Collateral Document ~~ceasing~~ ceases to be in full force and effect (other than ~~solely~~ by reason of (x) the failure of the Administrative Agent to maintain possession of any Collateral actually delivered to it or the failure of the Administrative Agent to file UCC (or equivalent) continuation statements, (y) a release of Collateral in accordance with the terms hereof or thereof or ~~(z)~~ the ~~occurrence~~ satisfaction in full of the ~~Termination Date~~ Obligations in accordance with the terms hereof or any other termination of such Collateral Document in accordance with the terms thereof) or ~~being~~ shall be declared null and ~~void~~ void, or the Administrative Agent shall not have or shall cease to have a valid and perfected Lien in any Collateral purported to be covered by the Collateral Documents with the priority required by and subject to such limitations and restrictions as are set forth by the relevant Collateral Document, except to the extent (x) any such loss of perfection or priority results from the failure of the Administrative Agent or any Secured Party to take any action within its control (unless such failure results from the breach or non-compliance by any Loan Party with the terms of the Loan Documents), (y) such loss is covered by a lender’s title insurance policy as to which the insurer has been notified of such loss and does not deny coverage and the Administrative Agent shall be reasonably satisfied with the credit of such insurer or (z) such loss of perfected security interest may be remedied by the filing of appropriate documentation without the loss of priority or (iii) ~~the contesting by~~ any Loan Party of shall contest the validity or enforceability of any material provision of any Loan Document ~~(or any Lien purported to be created by the Collateral Documents or Loan Guaranty)~~ in writing or ~~denial by any Loan Party~~ deny in writing that it has any further ~~liability (other than by reason of the occurrence of the Termination Date)~~liability, including with respect to future advances by the Lenders, under any Loan Document to which it is a party; it being understood and agreed that the failure of the Administrative Agent to maintain possession of any Collateral actually delivered to it or file any UCC (or equivalent) continuation statement shall not result in an Event of Default under this clause (k) or any other provision of any Loan Document; or

Appears in 5 contracts

Samples: Credit Agreement (Party City Holdco Inc.), Credit Agreement (Party City Holdco Inc.), Credit Agreement (Party City Holdco Inc.)

Guaranties, Collateral Documents and Other Loan Documents. At any time after the execution and delivery thereof (i) any material Loan Guaranty for any reason ceasing to be in full force and effect (other than in accordance with its terms or as a result of the occurrence of the Termination Date) or being ~~declared, by a court of competent jurisdiction,~~ declared to be null and void or the repudiation in writing by any Loan Party of its obligations thereunder (other than as a result of the discharge of such Loan Party in accordance with the terms ~~thereof and other than solely as a result of acts or omissions by the Administrative Agent or any Lender~~thereof), (ii) this Agreement or any material Collateral Document ceasing to be in full force and effect (other than by reason of a release of Collateral in accordance with the terms hereof or thereof, the occurrence of the Termination Date or any other termination of such Collateral Document in accordance with the terms thereof) or being declared null and void or any Lien on Collateral created under any Collateral Document ceasing to be perfected with respect to a material portion of the Collateral (other than solely by reason of (x) the failure of the Administrative Agent to maintain possession of any Collateral actually delivered to it or the failure of the Administrative Agent to file UCC (or equivalent) continuation statements, (y) a release of Collateral in accordance with the terms hereof or thereof or (z) the occurrence of the Termination Date or any other termination of such Collateral Document in accordance with the terms thereof) ~~or being declared null and void~~ or (iii) the contesting by any Loan Party of the validity or enforceability of any material provision of any Loan Document (or any Lien purported to be created by the Collateral Documents or Loan Guaranty) in writing or denial by any Loan Party in writing that it has any further liability (other than by reason of the occurrence of the Termination Date), including with respect to future advances by the Lenders, under any Loan Document to which it is a party; it being understood and agreed that the failure of the Administrative Agent to maintain possession of any Collateral actually delivered to it or file any UCC (or equivalent) continuation statement shall not result in an Event of Default under this clause (k) or any other provision of any Loan Document; or

Appears in 4 contracts

Samples: Patent Security Agreement (PQ Group Holdings Inc.), Fourth Amendment Agreement (PQ Group Holdings Inc.), Third Amendment Agreement (PQ Group Holdings Inc.)

Guaranties, Collateral Documents and Other Loan Documents. At any time after the execution and delivery thereof (i) any material Loan Guaranty for any reason ceasing to be in full force and effect (other than in accordance with its terms or as a result of the occurrence of the Termination Date) or being ~~declared, by a court of competent jurisdiction,~~ declared to be null and void or the repudiation in writing by any Loan Party of its obligations thereunder (other than as a result of the discharge of such Loan Party in accordance with the terms ~~thereof and other than solely as a result of acts or omissions by the Administrative Agent or any Lender~~thereof), (ii) this Agreement or any material Collateral Document or any lien of any Collateral Document on material portion of Collateral ceasing to be in full force and effect (other than ~~solely~~ by reason of (w) such perfection not being required pursuant to this Agreement or any other Loan Document, (x) the failure of the Administrative Agent to maintain possession of any Collateral actually delivered to it or the failure of the Administrative Agent to file UCC or PPSA (or equivalent) continuation statements, (y) a release of Collateral in accordance with the terms hereof or thereof or (z) the occurrence of the Termination Date or any other termination of such Collateral Document in accordance with the terms thereof) or being declared null and void or (iii) the contesting by any Loan Party of the validity or enforceability of any material provision of any Loan Document (or any Lien purported to be created by the Collateral Documents or any Loan Guaranty) in writing or denial by any Loan Party in writing that it has any further liability (other than by reason of the occurrence of the Termination Date), including with respect to future advances by the Lenders, under any Loan Document to which it is a party; it being understood and agreed that the failure of the Administrative Agent to maintain possession of any Collateral actually delivered to it or file any UCC or PPSA (or equivalent) continuation statement shall not result in an Event of Default under this clause (k) or any other provision of any Loan Document; or

Appears in 4 contracts

Samples: Security Agreement (Knowlton Development Corp Inc), Credit Agreement (Knowlton Development Corp Inc), Security Agreement (Knowlton Development Parent, Inc.)

Guaranties, Collateral Documents and Other Loan Documents. At any time after the execution and delivery ~~thereof~~ thereof, (i) any material Loan Guaranty for any ~~reason ceasing~~ reason, other than the occurrence of the Termination Date, shall cease to be in full force and effect (other than in accordance with its ~~terms or as a result of the occurrence of the Termination Date~~terms) or ~~being~~ shall be declared, by a court of competent jurisdiction, to be null and void or ~~the repudiation~~ any Guarantor shall repudiate in writing ~~by any Loan Party of~~ its obligations thereunder (in each case, other than as a result of the discharge of such ~~Loan Party~~ Guarantor in accordance with the terms thereof and other than ~~solely~~ as a result of acts or omissions by the Administrative Agent or any Lender), (ii) ~~this~~ the Security Agreement or any material Collateral Document ~~ceasing~~ ceases to be in full force and effect or shall be declared, by a court of competent jurisdiction, to be null and void or any Lien on Collateral created (or purported to be created) under any Collateral Document ceases to be valid and perfected in each case with respect to a material portion of the Collateral (other than (I) Collateral consisting of Material Real Estate Assets to the extent that such losses are covered by a lender’s title insurance policy and such insurer has not denied coverage or (II) solely by reason of (w) such perfection is not required pursuant to the Collateral and Guarantee Requirement, the Perfection Requirements, the Collateral Documents, this Agreement or otherwise, (x) the failure of the Administrative Agent to maintain possession of any Collateral actually delivered to it or the failure of the Administrative Agent to file ~~UCC (or equivalent)~~ Uniform Commercial Code continuation statements, (y) a release of Collateral in accordance with the terms hereof or thereof or (z) the occurrence of the Termination Date or any other termination of such Collateral Document in accordance with the terms thereof) or ~~being declared null and void or~~ (iii) other than bona fide, good faith disputes as to the ~~contesting by~~ scope of Collateral or whether any Lien has been, or is required to be released, any Loan Party of shall contest in writing, the validity or enforceability of any material provision of any Loan Document (or any Lien purported to be created by the Collateral Documents or any Loan Guaranty) ~~in writing~~ or ~~denial by any Loan Party~~ deny in writing that it has any further liability (other than by reason of the occurrence of the Termination ~~Date~~Date or any other termination of any other Loan Document in accordance with the terms thereof), including with respect to future advances by the Lenders, under any Loan Document to which it is a party; it being understood and agreed that the failure of the Administrative Agent to ~~maintain possession of any Collateral actually delivered to it or~~ file any ~~UCC (or equivalent)~~ Uniform Commercial Code continuation statement shall not result in an Event of Default under this ~~clause (k~~Section 7.01(k) or any other provision of any Loan Document; orthen, and in every such event (other than an event with respect to the Borrower described in clause (f) or (g) of this Article), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Borrower, take any of the following actions, at the same or different times: declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower; provided that upon the occurrence of an event with respect to the Borrower described in clauses (f) or (g) of this Article, any such Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower, in each case without further action of the Administrative Agent or any Lender. Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and at the request of the Required Lenders shall, exercise any rights and remedies provided to the Administrative Agent under the Loan Documents or at law or equity, including all remedies provided under the UCC.

Appears in 4 contracts

Samples: Term Loan Credit Agreement (Claros Mortgage Trust, Inc.), Assignment and Assumption (Claros Mortgage Trust, Inc.), Term Loan Credit Agreement (Claros Mortgage Trust, Inc.)

Appears in 4 contracts

Samples: Credit Agreement (Syneos Health, Inc.), Credit Agreement (Syneos Health, Inc.), Credit Agreement (Syneos Health, Inc.)

Appears in 3 contracts

Samples: Credit Agreement (First Watch Restaurant Group, Inc.), Credit Agreement (First Watch Restaurant Group, Inc.), Assignment and Assumption (ATI Physical Therapy, Inc.)

Appears in 3 contracts

Samples: Credit Agreement (Definitive Healthcare Corp.), Credit Agreement (Definitive Healthcare Corp.), Credit Agreement (Olaplex Holdings, Inc.)

Appears in 2 contracts

Samples: Credit Agreement (Cava Group, Inc.), Credit Agreement (Cava Group, Inc.)

Guaranties, Collateral Documents and Other Loan Documents. At any time after the execution and delivery thereof (i) any material ~~Loan Guaranty~~ Guarantee of the Obligations hereunder by any Subsidiary Guarantor for any reason ceasing to be in full force and effect (other than in accordance with its terms or as a result of the occurrence of the Termination Date) or being ~~declared,~~ declared by a court of competent ~~jurisdiction,~~ jurisdiction to be null and void or the repudiation in writing by any Loan Party of its obligations thereunder (in each case other than as a result of the discharge of such Loan Party in accordance with the terms ~~thereof and other than solely as a result of acts or omissions by the Administrative Agent or any Lender~~thereof), (ii) this Agreement or any material Collateral Document ceasing to be in full force and effect (other than ~~solely~~ by reason of (x) the failure of the Administrative Agent to maintain possession of any Collateral actually delivered to it or the failure of the Administrative Agent to file UCC (or equivalent) continuation statements, (y) a release of Collateral in accordance with the terms hereof or ~~thereof or (z)~~ thereof, the occurrence of the Termination Date or any other termination of such Collateral Document in accordance with the terms thereof) or being declared by a court of competent jurisdiction to be null and void or (iii) other than in any bona fide, good faith dispute as to the scope of Collateral or whether any Lien has been, or is required to be released, the contesting by any Loan Party of the validity or enforceability of any material provision of any Loan Document ~~(or any Lien purported to be created by the Collateral Documents or Loan Guaranty)~~ in writing or denial by any Loan Party in writing that it has any further liability (other than by reason of the occurrence of the Termination ~~Date~~Date or any other termination of any Loan Document in accordance with the terms thereof), including with respect to future advances by the Lenders, under any Loan Document to which it is a party; it being understood and agreed that the failure of the Administrative Agent to maintain possession of any Collateral actually delivered to it or file any UCC (or equivalent) continuation statement shall not result in an Event of Default under this clause (k~~) or any other provision of any Loan Document~~); or

Appears in 2 contracts

Samples: First Lien Credit Agreement (Victoria's Secret & Co.), Credit Agreement (Victoria's Secret & Co.)

Guaranties, Collateral Documents and Other Loan Documents. At any time after the execution and delivery ~~thereof~~ thereof, (i) ~~any material Loan~~ the Guaranty for any ~~reason ceasing~~ reason, other than the satisfaction in full of all Obligations, shall cease to be in full force and effect (other than in accordance with its ~~terms or as a result of the occurrence of the Termination Date~~terms) or ~~being declared, by a court of competent jurisdiction,~~ shall be declared to be null and void or ~~the repudiation in writing by~~ any ~~Loan Party of~~ Guarantor shall repudiate its obligations thereunder (other than as a result of the discharge of such Loan Party in accordance with the terms thereof and other than solely as a result of acts or omissions by the Administrative Agent or any Lender)thereunder, (ii) this Agreement or any ~~material~~ Collateral Document ~~ceasing~~ ceases to be in full force and effect (other than ~~solely~~ by reason of (x) the failure of the Administrative Agent to maintain possession of any Collateral actually delivered to it or the failure of the Administrative Agent to file UCC (or equivalent) continuation statements, (y) a release of Collateral in accordance with the terms hereof or thereof or ~~(z)~~ the ~~occurrence~~ satisfaction in full of the ~~Termination Date or any other termination of such Collateral Document~~ Obligations in accordance with the terms ~~thereof~~hereof) or ~~being~~ shall be declared null and ~~void~~ void, or Collateral Agent shall not have or shall cease to have a valid and perfected Lien in any Collateral (other than an immaterial amount of Collateral) purported to be covered by the Collateral Documents with the priority required by the relevant Collateral Document, in each case for any reason other than the failure of Collateral Agent or any Secured Party to take any action within its control, (iii) ~~the contesting by~~ any Loan Party of shall contest the validity or enforceability of any ~~material provision of any~~ Loan Document ~~(or any Lien purported to be created by the Collateral Documents or Loan Guaranty)~~ in writing or ~~denial by any Loan Party~~ deny in writing that it has any further ~~liability (other than by reason of the occurrence of the Termination Date)~~liability, including with respect to future advances by ~~the~~ Lenders, under any Loan Document to which it is a party, or shall contest the validity or perfection of any Lien in any Collateral purported to be covered by the Collateral Documents; ~~it being understood and agreed that~~ or (iv) the ~~failure~~ Loans shall cease to constitute senior indebtedness under the subordination provisions of the ~~Administrative Agent~~ Senior Subordinated Notes or the Subordination Agreement or, in any case, such subordination provisions shall be invalidated or otherwise cease to ~~maintain possession~~ be legal, valid and binding obligations of the parties thereto, enforceable in accordance with their terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability; THEN, (1) upon the occurrence of any ~~Collateral actually delivered to it or file any UCC (or equivalent) continuation statement shall not result in an~~ Event of Default ~~under this clause (k~~described in Section 8.01(f) or 8.01(g), automatically, and (2) upon the occurrence and during the continuation of any other ~~provision~~ Event of Default, at the request of (or with the consent of) Requisite Lenders, upon notice to Borrowers by Administrative Agent, (A) the Revolving Commitments, if any, of each Lender having such Revolving Commitments and the obligation of Issuing Bank to issue any Letter of Credit shall immediately terminate; (B) each of the following shall immediately become due and payable, in each case without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by each Loan ~~Document~~Party: (I) the unpaid principal amount of and accrued interest on the Loans, (II) an amount equal to the maximum amount that may at any time be drawn under all Letters of Credit then outstanding (regardless of whether any beneficiary under any such Letter of Credit shall have presented, or shall be entitled at such time to present, the drafts or other documents or certificates required to draw under such Letters of Credit), and (III) all other Obligations; orprovided, the foregoing shall not affect in any way the obligations of Lenders under Section 2.06(d) and Section 2.11; (C) Administrative Agent may cause Collateral Agent to enforce any and all Liens and security interests created pursuant to Collateral Documents; and (D) Administrative Agent shall direct Borrowers to pay (and Borrowers hereby agree upon receipt of such notice, or upon the occurrence of any Event of Default specified in Section 8.01(f) and (g) to pay) to Administrative Agent such additional amounts of cash, to be held as security for Borrowers’ reimbursement Obligations in respect of Letters of Credit then outstanding, equal to the Letter of Credit Usage at such time. 112

Appears in 2 contracts

Samples: Credit and Guaranty Agreement (Prommis Solutions Holding Corp.), Credit and Guaranty Agreement (Prommis Solutions Holding Corp.)

Guaranties, Collateral Documents and Other Loan Documents. At any time after the execution and delivery ~~thereof~~ thereof, (i) any material Loan Guaranty for any ~~reason ceasing~~ reason, other than the occurrence of the Termination Date, shall cease to be in full force and effect (other than in accordance with its ~~terms or as a result of the occurrence of the Termination Date~~terms) or ~~being~~ shall be declared, by a court of competent jurisdiction, to be null and void or ~~the repudiation~~ any Loan Guarantor shall repudiate in writing ~~by any Loan Party of~~ its obligations thereunder (in each case, other than as a result of the discharge of such Loan ~~Party~~ Guarantor in accordance with the terms thereof and other than ~~solely~~ as a result of ~~acts~~ any act or ~~omissions~~ omission by the Administrative Agent or any Lender), (ii) this Agreement or any material Collateral Document ~~ceasing~~ ceases to be in full force and effect or shall be declared, by a court of competent jurisdiction, to be null and void or any Lien on a material portion of the Collateral created under any Collateral Document ceases to be perfected with respect to a material portion of the Collateral (other than (A) Collateral consisting of Material Real Estate Assets to the extent that the relevant losses are covered by a lender’s title insurance policy and such insurer has not denied coverage or (B) solely by reason of (w) such perfection not being required pursuant to the Collateral and Guarantee Requirement, the Collateral Documents, this Agreement or otherwise, (x) the failure of the Administrative Agent to maintain possession of any Collateral actually delivered to it or the failure of the Administrative Agent to file ~~UCC~~ Uniform Commercial Code financing statement, amendment or continuation statements (so long as, in the case of any financing statement or ~~equivalent~~amendment, the Administrative Agent shall have received written notice from the Borrower of the event giving rise to the requirement to file such financing statement or amendment, as applicable, within the time periods therefor set forth in Section 5.12 (in the case of events giving rise to the requirement to file a new financing statement) ~~continuation statements~~or Section 5.01(i) (in the case of events giving rise to the requirement to file such an amendment) (it being understood and agreed that any notice delivered pursuant to Section 5.01(i) and receipt by the Administrative Agent of the applicable Joinder Agreement in connection with the requirements of Section 5.12 shall satisfy such notice obligations), (y) a release of Collateral in accordance with the terms hereof or thereof or (z) the occurrence of the Termination Date or any other termination of such Collateral Document in accordance with the terms thereof) ~~or being declared null and void or~~ or, (iii) other than in any bona fide, good faith dispute as to the ~~contesting by~~ scope of Collateral or whether any Lien has been, or is required to be released, any Loan Party of or any Parent Loan Guarantor shall contest in writing, the validity or enforceability of any material provision of any Loan Document (or any Lien purported to be created by the Collateral Documents on any material portion of the Collateral or any Loan Guaranty) ~~in writing~~ or ~~denial by any Loan Party~~ deny in writing that it has any further liability (other than by reason of the occurrence of the Termination ~~Date~~Date or any other termination of any other Loan Document in accordance with the terms thereof), including with respect to future advances by the Lenders, under any Loan Document to which it is a party; it being understood and agreed that the failure of the Administrative Agent to file any Uniform Commercial Code financing statement, amendment or continuation statement (so long as, in the case of any financing statement or amendment, the Administrative Agent shall have received written notice from the Borrower of the event giving rise to the requirement to file such financing statement or amendment, as applicable, within the time periods therefor set forth in Section 5.12 (in the case of events giving rise to the requirement to file a new financing statement) or Section 5.01(i) (in the case of events giving rise to the requirement to file such an amendment) (it being understood and agreed that any notice delivered pursuant to Section 5.01(i) and receipt by the Administrative Agent of the applicable Joinder Agreement in connection with the requirements of Section 5.12 shall satisfy such notice obligations) and/or maintain possession of any physical Collateral ~~actually delivered to it or file any UCC (or equivalent) continuation statement~~ shall not result in an Event of Default under this ~~clause (k~~Section 7.01(k) or any other provision of any Loan Document; or or (iv) other than in connection with the termination of the Second Lien Intercreditor and Subordination Agreement in accordance with the terms thereof, the Secured Obligations shall cease to constitute “Senior Obligations” under the Second Lien Intercreditor and Subordination Agreement or, in any case, the Second Lien Intercreditor and Subordination Agreement shall be invalidated or otherwise cease to be a legal, valid and binding obligation of the parties thereto, enforceable in accordance with their terms, or any Parent Loan Guarantor or any Loan Party contests the validity or enforceability of the Second Lien Intercreditor and Subordination Agreement in writing; or

Appears in 2 contracts

Samples: Credit Agreement (ATI Physical Therapy, Inc.), Credit Agreement (ATI Physical Therapy, Inc.)

Guaranties, Collateral Documents and Other Loan Documents. At any time after the execution and delivery thereof (i) any material Loan ~~Guaranty~~ Guarantee for any reason ceasing to be in full force and effect (other than in accordance with its terms or as a result of the occurrence of the Termination Date) or being ~~declared,~~ declared by a court of competent ~~jurisdiction,~~ jurisdiction to be null and void or the repudiation in writing by any Loan Party of its obligations thereunder (in each case other than as a result of the discharge of such Loan Party in accordance with the terms ~~thereof and other than solely as a result of acts or omissions by the Administrative Agent or any Lender~~thereof), (ii) this Agreement or any material Collateral Document or any Lien on a material portion of the Collateral ceasing to be in full force and effect (other than ~~solely~~ by reason of (x) the failure of the Administrative Agent to maintain possession of any Collateral actually delivered to it or the failure of the Administrative Agent to file UCC (or equivalent) continuation statements, (y) a release of Collateral in accordance with the terms hereof or ~~thereof or (z)~~ thereof, the occurrence of the Termination ~~Date or~~ Date, any other termination of such Collateral Document in accordance with the terms ~~thereof~~thereof or as a result of the Refinancing prior to the taking of post-Closing Date actions with respect to the Collateral Documents) or being declared by a court of competent jurisdiction to be null and void or (iii) other than in any bona fide, good faith dispute as to the scope of Collateral or whether any Lien has been, or is required to be, released, the contesting by any Loan Party in writing of the validity or enforceability of any material provision of any Loan Document (or any Lien on a material portion of the Collateral purported to be created by the Collateral ~~Documents or Loan Guaranty~~Documents) ~~in writing~~ or denial by any Loan Party in writing that it has any further liability (other than by reason of the occurrence of the Termination ~~Date~~Date or any other termination of any Loan Document in accordance with the terms thereof), including with respect to future advances by the Lenders, under any Loan Document to which it is a party; it being understood and agreed that the failure of the Administrative Agent to maintain possession of any Collateral actually delivered to it or file any UCC (or equivalent) continuation statement or any failure by the Administrative Agent or any Secured Party to take action within its control shall not result in an Event of Default under this clause (k~~) or any other provision of any Loan Document~~); or

Appears in 2 contracts

Samples: Credit and Guaranty Agreement (Bausch Health Companies Inc.), Restatement Agreement (Valeant Pharmaceuticals International, Inc.)

Appears in 2 contracts

Samples: Credit Agreement (Osmotica Pharmaceuticals PLC), Credit Agreement (Osmotica Pharmaceuticals LTD)

Appears in 2 contracts

Samples: Credit Agreement (Cava Group, Inc.), Credit Agreement (Cava Group, Inc.)

Appears in 2 contracts

Samples: Credit Agreement (Brookfield Property REIT Inc.), Credit Agreement (Brookfield Property REIT Inc.)

Appears in 2 contracts

Samples: Credit Agreement (CCC Intelligent Solutions Holdings Inc.), Credit Agreement (CCC Intelligent Solutions Holdings Inc.)

Guaranties, Collateral Documents and Other Loan Documents. At any time after the execution and delivery thereof (i) any material Loan Guaranty for any reason ceasing to be in full force and effect (other than in accordance with its terms or as a result of the occurrence of the Termination Date) or being declared, by a court of competent jurisdiction, to be null and void or the repudiation in writing by any Loan Party of its obligations thereunder (other than as a result of the discharge of such Loan Party in accordance with the terms thereof and other than solely as a result of acts or omissions by the Administrative Agent or any Lender), (ii) this Agreement or any material Collateral Document ceasing to be in full force and effect (other than by reason of a release of Collateral in accordance with the terms hereof or thereof, the occurrence of the Termination Date or any other termination of such Collateral Document in accordance with the terms thereof) or being declared null and void or any Lien on Collateral created under any Collateral Document ceasing to be perfected with respect to a material portion of the Collateral (other than solely by reason of (x) the failure of the Administrative Agent to maintain possession of any Collateral actually delivered to it or the failure of the Administrative Agent to file UCC or PPSA (or equivalent) continuation statements, (y) a release of Collateral in accordance with the terms hereof or thereof or (z) the occurrence of the Termination Date or any other termination of such Collateral Document in accordance with the terms thereof) or being declared null and void or (iii) the contesting by any Loan Party of the validity or enforceability of any material provision of any Loan Document (or any Lien purported to be created by the Collateral Documents or Loan Guaranty) in writing or denial by any Loan Party in writing that it has any further liability (other than by reason of the occurrence of the Termination Date), including with respect to future advances by the Lenders, under any Loan Document to which it is a party; it orit being understood and agreed that the failure of the Administrative Agent to maintain possession of any Collateral actually delivered to it or file any UCC (or equivalent) continuation statement shall not result in an Event of Default under this clause (k) or any other provision of any Loan Document; or

Appears in 1 contract

Samples: Patent Security Agreement (PQ Group Holdings Inc.)

Guaranties, Collateral Documents and Other Loan Documents. At any time after the execution and delivery ~~thereof~~ thereof, (i) ~~any material Loan~~ the Guaranty for any ~~reason ceasing~~ reason, other than the satisfaction in full of all Obligations, shall cease to be in full force and effect (other than in accordance with its ~~terms or as a result of the occurrence of the Termination Date~~terms) or ~~being declared, by a court of competent jurisdiction,~~ shall be declared to be null and void or ~~the repudiation in writing by~~ any ~~Loan Party of~~ Guarantor shall repudiate its obligations thereunder (other than as a result of the discharge of such Loan Party in accordance with the terms thereof and other than solely as a result of acts or omissions by the Administrative Agent or any Lender)thereunder, (ii) this Agreement or any ~~material~~ Collateral Document ~~ceasing~~ ceases to be ~~in full force~~ legal, valid, binding and ~~effect~~ (subject to Legal Reservations) enforceable (other than ~~solely~~ by reason of (x) the failure of the Administrative Agent to maintain possession of any Collateral actually delivered to it or the failure of the Administrative Agent to file UCC (or equivalent) continuation statements, (y) a release of Collateral in accordance with the terms hereof or thereof or ~~(z)~~ the ~~occurrence~~ satisfaction in full of the ~~Termination Date or any other termination of such Collateral Document~~ Obligations in accordance with the terms ~~thereof~~hereof) or ~~being~~ shall be declared null and ~~void~~ void, or Collateral Agent shall not have or shall cease to have a legal, valid, binding, (subject to Legal Reservations) and perfected Lien in any Collateral purported to be covered by the Collateral Documents with the priority required by the relevant Collateral Document, in each case for any reason other than the failure of Collateral Agent or any Secured Party to take any action within its control, or (iii) ~~the contesting by~~ any Loan Party of shall contest the ~~validity or~~ legality, validity, binding effect and (subject to Legal Reservations) enforceability ~~of any material provision~~ of any Loan Document ~~(or any Lien purported to be created by the Collateral Documents or Loan Guaranty)~~ in writing or ~~denial by any Loan Party~~ deny in writing that it has any further ~~liability (other than by reason of the occurrence of the Termination Date)~~liability, including with respect to future advances by ~~the~~ Lenders, under any Loan Document to which it is a party; ~~it being understood~~ THEN, (1) upon the occurrence of any Event of Default described in Section 8.01(f) or 8.01(g), automatically, and ~~agreed~~ (2) upon the occurrence of any other Event of Default, at the request of (or with the consent of) Requisite Lenders, upon notice to Lead Borrower by Administrative Agent, (A) the Revolving Commitments, if any, of each Lender having such Revolving Commitments and the obligation of Issuing Bank to issue any Letter of Credit shall immediately terminate; (B) each of the following shall immediately become due and payable, in each case without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by each Loan Party: (I) the unpaid principal amount of and accrued interest on the Loans, (II) an amount equal to the maximum amount that may at any time be drawn under all Letters of Credit then outstanding (regardless of whether any beneficiary under any such Letter of Credit shall have presented, or shall be entitled at such time to present, the ~~failure~~ drafts or other documents or certificates required to draw under such Letters of Credit), and (III) all other Obligations under the Loan Documents; provided, the foregoing shall not affect in any way the obligations of Lenders under Section 2.04(d) and Section 2.11; (C) the Administrative Agent may cause the Collateral Agent to ~~maintain possession~~ enforce any and all Liens and security interests created pursuant to Collateral Documents; and (D) Administrative Agent shall direct the applicable Borrower to pay (and each Borrower hereby agrees upon receipt of such notice, or upon the occurrence of any ~~Collateral actually delivered to it or file any UCC (or equivalent) continuation statement shall not result in an~~ Event of Default ~~under this clause~~ specified in Section 8.01(f) and (kg) ~~or any other provision~~ to pay) to Administrative Agent such additional amounts of ~~any Loan Document; or~~cash, to be held as security for such Borrower’s reimbursement Obligations in respect of Letters of Credit then outstanding, equal to the Letter of Credit Usage at such time.

Appears in 1 contract

Samples: Pledge and Security Agreement (Tumi Holdings, Inc.)

Guaranties, Collateral Documents and Other Loan Documents. At any time after the execution and delivery thereof (in each case subject to the Legal Reservations), (i) any material Loan Guaranty for any ~~reason ceasing~~ reason, other than the occurrence of the Termination Date, shall cease to be in full force and effect (other than in accordance with its terms or ~~as a result of~~ in accordance with the ~~occurrence of the Termination Date~~terms hereof) or ~~being declared, by a court of competent jurisdiction,~~ shall be declared to be null and void or ~~the repudiation~~ any Loan Guarantor shall repudiate in writing ~~by any Loan Party of~~ its obligations thereunder (other than as a result of the discharge of such Loan ~~Party~~ Guarantor in accordance with the terms ~~thereof and other than solely as a result of acts~~ hereof or ~~omissions by the Administrative Agent or any Lender~~thereof), (ii) this Agreement, any Acceptable Intercreditor Agreement or any material Collateral Document ~~ceasing~~ 147 ceases to be in full force and effect or shall be declared null and void or any Lien on Collateral created under any Collateral Document ceases to be perfected with respect to a material portion of the Collateral (other than ~~solely~~ by reason of (x) any affirmative action of the Administrative Agent, the failure of the Administrative Agent to maintain possession of any Collateral actually delivered to it or the failure of the Administrative Agent to file UCC ~~(or equivalent)~~ continuation statements, (y) a release of Collateral in accordance with the terms hereof or thereof or (z) the occurrence of the Termination Date or any other termination of such Collateral Document in accordance with the terms thereof~~) or being declared null and void or~~ ), (iii) other than in any bona fide, good faith dispute as to the ~~contesting by~~ scope of Collateral or whether any Lien has been, or is required to be released, any Loan Party of shall contest in writing, the validity or enforceability of any material provision of this Agreement, any ~~Loan~~ Acceptable Intercreditor Agreement or any material Collateral Document (or any Lien purported to be created by the Collateral Documents or any Loan Guaranty) ~~in writing~~ or ~~denial by any Loan Party~~ deny in writing that it has any further liability (other than by reason of the occurrence of the Termination Date), including with respect to future advances by the Lenders, under this Agreement, any ~~Loan~~ Acceptable Intercreditor Agreement or any material Collateral Document to which it is a ~~party;~~ party (it being understood and agreed that the failure of the Administrative Agent to maintain possession of any Collateral actually delivered to it or file any UCC ~~(or equivalent)~~ continuation statement shall not result in an Event of Default under this clause (k) or any other provision of any Loan Document) or (iv) the Obligations shall cease to constitute senior indebtedness under the subordination provisions of any documents or instruments evidencing any permitted Junior Indebtedness in an aggregate amount in excess of the Threshold Amount or such subordination provision shall be invalidated or otherwise cease, for any reason, to be valid, binding and enforceable obligations of the parties thereto, or any Loan Party shall contest in writing, the validity or enforceability of any material provision of any such subordination provision; orthen, (1) and in every such event (other than any breach or default under Section 6.14(a) as described in clause (c) of this Section 7.01 that does not then constitute an Event of Default with respect to the Term Loans in accordance with clause (c) of this Section 7.01 or an event with respect to the Borrower described in clause (f) or (g) of this Section 7.01), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the written request of the Required Lenders shall, by notice to the Borrower, take any of the following actions, at the same or different times: (i) terminate the Revolving Credit Commitments, and thereupon such Revolving Credit Commitments shall terminate immediately, (ii) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower and (iii) require that the Borrower deposit in the LC Collateral Account an additional amount in Cash as reasonably requested by the Issuing Banks (not to exceed 103.0% of the relevant Stated Amount) of the then outstanding LC Exposure (minus the amount then on deposit in the LC Collateral Account); provided that upon the occurrence of an event with respect to the Borrower described in clauses (f) or (g) of this Section 7.01, any such Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower, and the obligation of the Borrower to Cash collateralize the outstanding Letters of Credit as aforesaid shall automatically become effective, in each case without further action of the Administrative Agent or any Lender and (2) upon the occurrence and during the continuance of an Event of Default pursuant to clause (c) of this Section 7.01 resulting from a breach or default under Section 6.14(a), at the written request of the Required Revolving Lenders the Administrative Agent shall, by notice to the Borrower, take any of the following actions, at the same or different times: (x) terminate the Revolving Credit Commitments, and thereupon such Revolving Credit Commitment shall terminate immediately, (y) declare the Revolving Loans then outstanding to be due and payable in whole (or in part, 148 in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Revolving Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrower to the Revolving Lenders accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower and (z) require that the Borrower deposit in the LC Collateral Account an additional amount in Cash as reasonably requested by the Issuing Banks (not to exceed 103.0% of the relevant Stated Amount) of the then outstanding LC Exposure (minus the amount then on deposit in the LC Collateral Account). Upon the occurrence and during the continuance of an Event of Default (other than an Event of Default resulting from a breach or default under Section 6.14(a) that does not then constitute an Event of Default with respect to the Term Loans in accordance with clause (c) of this Section 7.01), the Administrative Agent may, and at the request of the Required Lenders shall, exercise any rights and remedies provided to the Administrative Agent under the Loan Documents or at law or equity, including all remedies provided under the UCC. Upon the occurrence and during the continuance of an Event of Default pursuant to clause (c) of this Section 7.01 resulting from a breach or default under Section 6.14(a) that does not then constitute an Event of Default with respect to the Term Loans in accordance with clause (c) of this Section 7.01, at the written request of the Required Revolving Lenders the Administrative Agent shall exercise any rights and remedies provided to the Administrative Agent under the Loan Documents or at law or equity, including all remedies provided under the UCC (provided that any such exercise shall be solely for the benefit of the Revolving Lenders until such time as an Event of Default with respect to the Term Loans has occurred and is continuing).

Appears in 1 contract

Samples: Credit Agreement (Victory Capital Holdings, Inc.)

Guaranties, Collateral Documents and Other Loan Documents. At any time after the execution and delivery thereof (i) any material Loan Guaranty for any reason ceasing to be in full force and effect (other than in accordance with its terms or as a result of the occurrence of the Termination Date) or being ~~declared,~~ declared by a court of competent ~~jurisdiction,~~ jurisdiction to be null and void or the repudiation in writing by any Loan Party of its obligations thereunder (in each case other than as a result of the discharge of such Loan Party in accordance with the terms ~~thereof and other than solely as a result of acts or omissions by the Administrative Agent or any Lender~~thereof), (ii) this Agreement or any material Collateral Document or any Lien on a material portion of the Collateral ceasing to be in full force and effect (other than ~~solely~~ by reason of (x) the failure of the Administrative Agent to maintain possession of any Collateral actually delivered to it or the failure of the Administrative Agent to file UCC (or equivalent) continuation statements, (y) a release of Collateral in accordance with the terms hereof or ~~thereof or (z)~~ thereof, the occurrence of the Termination Date or any other termination of such Collateral Document in accordance with the terms thereof) or being declared by a court of competent jurisdiction to be null and ~~void~~ void(iii) or (~~iii~~iv) other than in any bona fide, good faith dispute as to the scope of Collateral or whether any Lien has been, or is required to be released, the contesting by any Loan Party in writing of the validity or enforceability of any material provision of any Loan Document (or any Lien on a material portion of the Collateral purported to be created by the Collateral ~~Documents or Loan Guaranty~~Documents) ~~in writing~~ or denial by any Loan Party in writing that it has any further liability (other than by reason of the occurrence of the Termination ~~Date~~Date or any other termination of any Loan Document in accordance with the terms thereof), including with respect to future advances by the Lenders, under any Loan Document to which it is a party; it being understood and agreed that the failure of the Administrative Agent to maintain possession of any Collateral actually delivered to it or file any UCC (or equivalent) continuation statement shall not result in an Event of Default under this clause (k‎(k) or any other provision of any Loan ~~Document~~Documents; or

Appears in 1 contract

Samples: Credit Agreement (Ryman Hospitality Properties, Inc.)

Appears in 1 contract

Samples: Intercreditor Agreement (Certara, Inc.)

Appears in 1 contract

Samples: First Lien Credit Agreement (Waystar Holding Corp.)

Guaranties, Collateral Documents and Other Loan Documents. At any time after the execution and delivery ~~thereof~~ thereof, (i) any material Loan Guaranty or the Limited Recourse Pledge Agreement, as applicable, for any ~~reason ceasing~~ reason, other than the occurrence of the Termination Date, shall cease to be in full force and effect (other than in accordance with its ~~terms or as a result of the occurrence of the Termination Date~~terms) or ~~being~~ shall be declared, by a court of competent jurisdiction, to be null and void or ~~the repudiation~~ any Loan Guarantor shall repudiate in writing ~~by any Loan Party of~~ its obligations thereunder (in each case, other than as a result of the discharge of such Loan ~~Party~~ Guarantor in accordance with the terms thereof and other than ~~solely~~ as a result of ~~acts~~ any act or ~~omissions~~ omission by the Administrative Agent or any Lender), (ii) this Agreement or any material Collateral Document ~~ceasing~~ ceases to be in full force and effect or shall be declared, by a court of competent jurisdiction, to be null and void or any Lien on Collateral created under any Collateral Document ceases to be perfected with respect to a material portion of the Collateral (other than (A) Collateral consisting of Material Real Estate Assets to the extent that the relevant losses are covered by a lender’s title insurance policy and such insurer has not denied coverage or (B) solely by reason of (w) such perfection not being required pursuant to the Collateral and Guarantee Requirement, the Collateral Documents, this Agreement or otherwise, (x) the failure of the Administrative Agent (or the First Lien Collateral Agent, as its bailee) to maintain possession of any Collateral actually delivered to it or the failure of the Administrative Agent to file ~~UCC (or equivalent)~~ Uniform Commercial Code continuation statements, (y) a release of Collateral in accordance with the terms hereof or thereof or (z) the occurrence of the Termination Date or any other termination of such Collateral Document in accordance with the terms thereof~~) or being declared null and void or~~ ), (iii) other than in any bona fide, good faith dispute as to the ~~contesting by~~ scope of Collateral or whether any Lien has been, or is required to be released, any Loan Party of shall contest in writing, the validity or enforceability of any material provision of any Loan Document (or any Lien purported to be created by the Collateral Documents or any Loan Guaranty) ~~in writing~~ or ~~denial by any Loan Party~~ deny in writing that it has any further liability (other than by reason of the occurrence of the Termination ~~Date~~Date or any other termination of any other Loan Document in accordance with the terms thereof), including with respect to future advances by the Lenders, under any Loan Document to which it is a party; it being understood and agreed that the failure of the Administrative Agent to file any Uniform Commercial Code continuation statement and/or maintain possession of any physical Collateral ~~actually delivered to it or file any UCC (or equivalent) continuation statement~~ shall not result in an Event of Default under this ~~clause (k~~Section 7.01(k) or any other provision of any Loan ~~Document~~Document or (iv) any Event of Default under Section 9.01 of the Limited Recourse Pledge Agreement is continuing; or

Appears in 1 contract

Samples: Assignment and Assumption (Shift4 Payments, Inc.)

Guaranties, Collateral Documents and Other Loan Documents. At any time after the execution and delivery thereof (i) any material Loan Guaranty for any reason ceasing to be in full force and effect (other than in accordance with its terms or as a result of the occurrence of the Termination Date) or being ~~declared, by a court of competent jurisdiction,~~ declared to be null and void or the repudiation in writing by any Loan Party of its obligations thereunder (other than as a result of the discharge of such Loan Party in accordance with the terms ~~thereof and other than solely as a result of acts or omissions by the Administrative Agent or any Lender~~thereof), (ii) this Agreement or any material Collateral Document ceasing to be in full force and effect (other than by reason of a release of Collateral in accordance with the terms hereof or thereof, the occurrence of the Termination Date or any other termination of such Collateral Document in accordance with the terms thereof) or being declared null and void or any Lien on Collateral created under any Collateral Document ceasing to be perfected with respect to a material portion of the Collateral (other than solely by reason of (x) the failure of the Administrative Agent to maintain possession of any Collateral actually delivered to it or the failure of the Administrative Agent to file UCC or PPSA (or equivalent) continuation statements, (y) a release of Collateral in accordance with the terms hereof or thereof or (z) the occurrence of the Termination Date or any other termination of such Collateral Document in accordance with the terms thereof) ~~or being declared null and void~~ or (iii) the contesting by any Loan Party of the validity or enforceability of any material provision of any Loan Document (or any Lien purported to be created by the Collateral Documents or Loan Guaranty) in writing or denial by any Loan Party in writing that it has any further liability (other than by reason of the occurrence of the Termination Date), including with respect to future advances by the Lenders, under any Loan Document to which it is a party; it being understood and agreed that the failure of the Administrative Agent to maintain possession of any Collateral actually delivered to it or file any UCC (or equivalent) continuation statement shall not result in an Event of Default under this clause (k) or any other provision of any Loan Document; or

Appears in 1 contract

Samples: Trademark Security Agreement (PQ Group Holdings Inc.)

Appears in 1 contract

Samples: Credit Agreement (Dragoneer Growth Opportunities Corp.)

Guaranties, Collateral Documents and Other Loan Documents. At any time after the execution and delivery thereof and prior to the Termination Date, (i) this Agreement, the Guarantee Agreement, any material ~~Loan Guaranty~~ Collateral Agreement or the Pari Passu Intercreditor Agreement for any reason ~~ceasing~~ shall cease to be in full force and effect or shall be declared by a court of competent jurisdiction to be invalid or null and void or any Loan Party shall contest in writing the validity or enforceability of any material provision thereof or, if a party thereto, deny in writing that it has any further liability thereunder (in each case under this clause (i), other than in accordance with ~~its~~ the terms thereof or as a result of the occurrence of the Termination Date) or being declared, by a court of competent jurisdiction, to be null and void or the repudiation in writing by any Loan Party of its obligations thereunder (other than as a result of the discharge of ~~such~~ the applicable Loan Party in accordance with the terms thereof ~~and other than solely as a result of acts~~ or ~~omissions by the Administrative Agent or any Lender),~~ (ii) ~~this Agreement or~~ any ~~material~~ Lien created under any Collateral Document ~~ceasing~~ ceases to be ~~in full force and effect~~ perfected with respect to a material portion of the Collateral (other than (A) in the case of Collateral consisting of Material Real Estate Assets, to the extent that the relevant losses are covered by a title insurance policy and the applicable insurer has not denied coverage or (B) solely by reason of (x) such perfection not being required pursuant to this Agreement, (y) the failure of the Administrative Agent to maintain possession of any physical Collateral actually delivered to it or the failure of the Administrative Agent to file UCC continuation statements or equivalent filings or (z) a release of Collateral in accordance with the terms of this Agreement or the applicable Collateral Document or the termination of the applicable Collateral Document in accordance with the terms thereof) or any Loan Party shall contest in writing the validity or enforceability of any such Lien (other than solely by reason of (x) such Lien (or ~~equivalent~~perfection thereof) ~~continuation statements,~~ not being required pursuant to this Agreement or (y) a release of Collateral in accordance with the terms ~~hereof~~ of this Agreement or ~~thereof~~ the applicable Collateral Document or ~~(z)~~ the ~~occurrence~~ termination of the ~~Termination Date or any other termination of such~~ applicable Collateral Document in accordance with the terms thereof) or being declared null and void or (iii) the contesting by any Loan Party of the validity or enforceability of any material provision of any Loan Document (or any Lien purported to be created by the Collateral Documents or Loan Guaranty) in writing or denial by any Loan Party in writing that it has any further liability (other than by reason of the occurrence of the Termination Date), including with respect to future advances by the Lenders, under any Loan Document to which it is a party; it being understood and agreed that the failure of the Administrative Agent to maintain possession of any Collateral actually delivered to it or file any UCC (or equivalent) continuation statement shall not result in an Event of Default under this clause (k) or any other provision of any Loan Document; or;

Appears in 1 contract

Samples: Credit Agreement (Cano Health, Inc.)

Guaranties, Collateral Documents and Other Loan Documents. At any time after the execution and delivery thereof and prior to the Termination Date, (i) the Interim Order or the Final Order, as appropriate, this Agreement, the Guarantee Agreement or any material ~~Loan Guaranty~~ Collateral Document for any reason ~~ceasing~~ shall cease to be in full force and effect ~~(other than in accordance with its terms~~ or ~~as a result of the occurrence of the Termination Date) or being declared,~~ shall be declared by a court of competent ~~jurisdiction,~~ jurisdiction to be null and void or ~~the repudiation in writing by~~ any Loan Party shall contest in writing the validity or enforceability of ~~its obligations~~ any material provision thereof or, if a party thereto, deny in writing that it has any further liability thereunder (in each case under this clause (i), other than in accordance with the terms thereof or as a result of the discharge of ~~such~~ the applicable Loan Party in accordance with the terms ~~thereof and other than solely as a result of acts~~ thereof) or ~~omissions by the Administrative Agent or any Lender),~~ (ii) ~~this Agreement~~ any Lien created pursuant to the Interim Order or the Final Order, as applicable, or under any ~~material~~ Collateral Document ~~ceasing~~ ceases to be ~~in full force and effect~~ perfected with respect to a material portion of the Collateral (other than (A) in the case of Collateral consisting of Material Real Estate Assets, to the extent that the relevant losses are covered by a title insurance policy and the applicable insurer has not denied coverage or (B) solely by reason of (x) such perfection not being required pursuant to this Agreement, (y) the failure of the Administrative Agent to maintain possession of any Collateral actually delivered to it or the failure of the Administrative Agent to file UCC continuation statements or equivalent filings or (z) a release of Collateral in accordance with the terms of this Agreement or the applicable Collateral Document or the termination of the applicable Collateral Document in accordance with the terms thereof) or any Loan Party shall contest in writing the validity or enforceability of any such Lien (other than solely by reason of (x) such Lien (or ~~equivalent~~perfection thereof) ~~continuation statements,~~ not being required pursuant to this Agreement or (y) a release of Collateral in accordance with the terms ~~hereof~~ of this Agreement or ~~thereof~~ the applicable Collateral Document or ~~(z)~~ the ~~occurrence~~ termination of the ~~Termination Date or any other termination of such~~ applicable Collateral Document in accordance with the terms thereof) or being declared null and void or (iii) the contesting by any Loan Party of the validity or enforceability of any material provision of any Loan Document (or any Lien purported to be created by the Collateral Documents or Loan Guaranty) in writing or denial by any Loan Party in writing that it has any further liability (other than by reason of the occurrence of the Termination Date), including with respect to future advances by the Lenders, under any Loan Document to which it is a party; it being understood and agreed that the failure of the Administrative Agent to maintain possession of any Collateral actually delivered to it or file any UCC (or equivalent) continuation statement shall not result in an Event of Default under this clause (k) or any other provision of any Loan Document; or;

Appears in 1 contract

Samples: Credit Agreement (Cano Health, Inc.)

Guaranties, Collateral Documents and Other Loan Documents. At any time after the execution and delivery thereof (i) any material Loan Guaranty for any reason ceasing to be in full force and effect (other than in accordance with its terms or as a result of the occurrence of the Termination Date) or being ~~declared,~~ declared by a court of competent ~~jurisdiction,~~ jurisdiction to be null and void or the repudiation in writing by any Loan Party of its obligations thereunder (other than as a result of the discharge of such Loan Party in accordance with the terms ~~thereof and other than solely as a result of acts or omissions by the Administrative Agent or any Lender~~thereof), (ii) this Agreement or any material Collateral Document or any Lien on a material portion of the Collateral ceasing to be in full force and effect (other than ~~solely~~ by reason of (x) the failure of the Administrative Agent to maintain possession of any Collateral actually delivered to it or the failure of the Administrative Agent to file UCC (or equivalent) continuation statements, (y) a release of Collateral in accordance with the terms hereof or ~~thereof or (z)~~ thereof, the occurrence of the Termination Date or any other termination of such Collateral Document in accordance with the terms thereof) or being declared by a court of competent jurisdiction to be null and void or (iii) other than in any bona fide, good faith dispute as to the scope of Collateral or whether any Lien has been, or is required to be released, the contesting by any Loan Party of the validity or enforceability of any material provision of any Loan Document (or any Lien on a material portion of the Collateral purported to be created by the Collateral ~~Documents or Loan Guaranty~~Documents) in writing or denial by any Loan Party in writing that it has any further liability (other than by reason of the occurrence of the Termination ~~Date~~Date or any other termination of any other Loan Document in accordance with the terms thereof), including with respect to future advances by the Lenders, under any Loan Document to which it is a party; it being understood and agreed that ~~the failure~~ any such loss of perfection or priority resulting from the Administrative Agent ~~to maintain~~ no longer having control of Collateral or possession of ~~any~~ Collateral actually delivered to it or ~~file any UCC (or equivalent)~~ from Uniform Commercial Code filings having lapsed because a Uniform Commercial Code continuation statement was not timely filed, in each case shall not result in an Event of Default under this clause ~~(k) or any other provision of any Loan Document~~‎(k); or

Appears in 1 contract

Samples: Lease I Agreement (Bowlero Corp.)

Guaranties, Collateral Documents and Other Loan Documents. At any time after the execution and delivery thereof (i) any material Loan Guaranty for any reason ceasing to be in full force and effect (other than in accordance with its terms or as a result of the occurrence of the Termination Date) or being ~~declared,~~ declared by a court of competent ~~jurisdiction,~~ jurisdiction to be null and void or the repudiation in writing by any Loan Party of its obligations thereunder (other than as a result of the discharge of such Loan Party in accordance with the terms ~~thereof and other than solely as a result of acts or omissions by the Administrative Agent or any Lender~~thereof), (ii) this Agreement or any material Collateral Document or any Lien on a material portion of the Collateral ceasing to be in full force and effect (other than ~~solely~~ by reason of (x) the failure of the Administrative Agent to maintain possession of any Collateral actually delivered to it or the failure of the Administrative Agent to file UCC (or equivalent) continuation statements, (y) a release of Collateral in accordance with the terms hereof or ~~thereof or (z)~~ thereof, the occurrence of the Termination Date or any other termination of such Collateral Document in accordance with the terms thereof) or being declared by a court of competent jurisdiction to be null and void or (iii) other than in any bona fide, good faith dispute as to the scope of Collateral or whether any Lien has been, 194 or is required to be released, the contesting by any Loan Party of the validity or enforceability of any material provision of any Loan Document (or any Lien on a material portion of the Collateral purported to be created by the Collateral ~~Documents or Loan Guaranty~~Documents) in writing or denial by any Loan Party in writing that it has any further liability (other than by reason of the occurrence of the Termination ~~Date~~Date or any other termination of any other Loan Document in accordance with the terms thereof), including with respect to future advances by the Lenders, under any Loan Document to which it is a party; it being understood and agreed that the failure ofany such loss of perfection or priority resulting from the Administrative Agent to ~~maintain~~ maintainno longer having control of Collateral or possession of any Collateral actually delivered to it or file any UCC (or ~~equivalent)~~ equivalent)from Uniform Commercial Code filings having lapsed because a Uniform Commercial Code continuation statement was not timely filed, in each case shall not result in an Event of Default under this clause (k~~) or any other provision of any Loan Document~~); or

Appears in 1 contract

Samples: Lease I Agreement (Bowlero Corp.)

Guaranties, Collateral Documents and Other Loan Documents. At any time after the execution and delivery ~~thereof~~ thereof, (i) ~~any material Loan~~ the Guaranty for any ~~reason ceasing~~ reason, other than the satisfaction in full of all Obligations, shall cease to be in full force and effect (other than in accordance with its ~~terms or as a result of the occurrence of the Termination Date~~terms) or ~~being declared, by a court of competent jurisdiction,~~ shall be declared to be null and void or ~~the repudiation in writing by~~ any ~~Loan Party of~~ Guarantor shall repudiate its obligations thereunder (other than as a result of the discharge of such Loan Party in accordance with the terms thereof and other than solely as a result of acts or omissions by the Administrative Agent or any Lender)thereunder, (ii) this Agreement or any ~~material~~ Collateral Document ~~ceasing~~ ceases to be ~~in full force~~ legal, valid, binding and ~~effect~~ (subject to Legal Reservations) enforceable (other than ~~solely~~ by reason of (x) the failure of the Administrative Agent to maintain possession of any Collateral actually delivered to it or the failure of the Administrative Agent to file UCC (or equivalent) continuation statements, (y) a release of Collateral in accordance with the terms hereof or thereof or ~~(z)~~ the ~~occurrence~~ satisfaction in full of the ~~Termination Date or any other termination of such Collateral Document~~ Obligations in accordance with the terms ~~thereof~~hereof) or ~~being~~ shall be declared null and ~~void~~ void, or Lender shall not have or shall cease to have a legal, valid, binding, (subject to Legal Reservations) and perfected Lien in any Collateral purported to be covered by the Collateral Documents with the priority required by the relevant Collateral Document, in each case for any reason other than the failure of Lender to take any action within its control, or (iii) ~~the contesting by~~ any Loan Party of shall contest the ~~validity or~~ legality, validity, binding effect and (subject to Legal Reservations) enforceability ~~of any material provision~~ of any Loan Document ~~(or any Lien purported to be created by the Collateral Documents or Loan Guaranty)~~ in writing or ~~denial by any Loan Party~~ deny in writing that it has any further ~~liability (other than by reason of the occurrence of the Termination Date)~~liability, including with respect to future advances by ~~the Lenders~~Lender, under any Loan Document to which it is a party; ~~it being understood and agreed that~~ THEN, (1) upon the ~~failure of the Administrative Agent to maintain possession~~ occurrence of any ~~Collateral actually delivered to it or file any UCC (or equivalent) continuation statement shall not result in an~~ Event of Default ~~under this clause (k~~described in Section 8.01(f) or 8.01(g), automatically, and (2) upon the occurrence of any other ~~provision~~ Event of Default, upon notice to Lead Borrower by Lender, (A) the Revolving Commitment, if any, of Lender and the obligation of Lender to issue any Letter of Credit shall immediately terminate; (B) each of the following shall immediately become due and payable, in each case without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by each Loan ~~Document~~Party: (I) the unpaid principal amount of and accrued interest on the Loans, (II) an amount equal to the maximum amount that may at any time be drawn under all Letters of Credit then outstanding (regardless of whether any beneficiary under any such Letter of Credit shall have presented, or shall be entitled at such time to present, the drafts or other documents or certificates required to draw under such Letters of Credit), and (III) all other Obligations under the Loan Documents; or(C) Lender and Collateral Agent may enforce any and all Liens and security interests created pursuant to Collateral Documents; and (D) Lender shall direct the applicable Borrower to pay (and each Borrower hereby agrees upon receipt of such notice, or upon the occurrence of any Event of Default specified in Section 8.01(f) and (g) to pay) to Lender such additional amounts of cash, to be held as security for such Borrower’s reimbursement Obligations in respect of Letters of Credit then outstanding, equal to the Letter of Credit Usage at such time.

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Tumi Holdings, Inc.)

Guaranties, Collateral Documents and Other Loan Documents. At any time after the execution and delivery thereof (i) any material Loan Guaranty for any reason ceasing to be in full force and effect (other than in accordance with its terms or as a result of the occurrence of the Termination Date) or being declared, by a court of competent jurisdiction, to be null and void or the repudiation in writing by any Loan Party of its obligations thereunder (other than as a result of the discharge of such Loan Party in accordance with the terms thereof and other than solely as a result of acts or omissions by the Administrative Agent or any Lender), (ii) this Agreement or any material Collateral Document ceasing to be in full force and effect (other than solely by reason of (x) the failure of the Administrative Agent to maintain possession of any Collateral actually delivered to it or the failure of the Administrative Agent to file UCC or PPSA (or equivalent) continuation statements, (y) a release of Collateral in accordance with the terms hereof or thereof or (z) the occurrence of the Termination Date or any other termination of such Collateral Document in accordance with the terms thereof) or being declared null and void or (iii) the contesting by any Loan Party of the validity or enforceability of any material provision of any Loan Document (or any Lien purported to be created by the Collateral Documents or Loan Guaranty) in writing or denial by any Loan Party in writing that it has any further liability (other than by reason of the occurrence of the Termination Date), including with respect to future advances by the Lenders, under any Loan Document to which it is a party; it being understood and agreed that the failure of the Administrative Agent to maintain possession of any Collateral actually delivered to it or file any UCC or PPSA (or equivalent) continuation statement shall not result in an Event of Default under this clause (k) or any other provision of any Loan Document; or

Appears in 1 contract

Samples: Credit Agreement (Hillman Solutions Corp.)

Guaranties, Collateral Documents and Other Loan Documents. At any time after the execution and delivery thereof (i) any material Loan Guaranty for any reason ceasing to be in full force and effect (other than in accordance with its terms or as a result of the occurrence of the Termination Date) or being ~~declared,~~ declared by a court of competent ~~jurisdiction,~~ jurisdiction to be null and void or the repudiation in writing by any Loan Party of its obligations thereunder (other than as a result of the discharge of such Loan Party in accordance with the terms ~~thereof and other than solely as a result of acts or omissions by the Administrative Agent or any Lender~~thereof), (ii) this Agreement or any material Collateral Document or any Lien on a material portion of the Collateral ceasing to be in full force and effect (other than ~~solely~~ by reason of (x) the failure of the Administrative Agent to maintain possession of any Collateral actually delivered to it or the failure of the Administrative Agent to file UCC (or equivalent) continuation statements, (y) a release of Collateral in accordance with the terms hereof or ~~thereof or (z)~~ thereof, the occurrence of the Termination Date or any other termination of such Collateral Document in accordance with the terms thereof) or being declared by a court of competent jurisdiction to be null and void or (iii) other than in any bona fide, good faith dispute as to the scope of Collateral or whether any Lien has been, or is required to be released, the contesting by any Loan Party of the validity or enforceability of any material provision of any Loan Document (or any Lien on a material portion of the Collateral purported to be created by the Collateral ~~Documents or Loan Guaranty~~Documents) in writing or denial by any Loan Party in writing that it has any further liability (other than by reason of the occurrence of the Termination ~~Date~~Date or any other termination of any other Loan Document in accordance with the terms thereof), including with respect to future advances by the Lenders, under any Loan Document to which it is a party; it being understood and agreed that the failure of the Administrative Agent to maintain possession of any Collateral actually delivered to it or file any UCC (or equivalent) continuation statement shall not result in an Event of Default under this clause (k) ); or ~~any other provision of any Loan Document; or~~183

Appears in 1 contract

Samples: First Lien Credit Agreement (Isos Acquisition Corp.)

Guaranties, Collateral Documents and Other Loan Documents. At any time after the execution and delivery thereof (in each case subject to the Legal Reservations), (i) any material Loan Guaranty for any ~~reason ceasing~~ reason, other than the occurrence of the Termination Date, shall cease to be in full force and effect (other than in accordance with its terms or ~~as a result of~~ in accordance with the ~~occurrence of the Termination Date~~terms hereof) or ~~being declared, by a court of competent jurisdiction,~~ shall be declared to be null and void or ~~the repudiation~~ any Loan Guarantor shall repudiate in writing ~~by any Loan Party of~~ its obligations thereunder 167 48054934.2 LEGAL_US_E # 159035042.9 (other than as a result of the discharge of such Loan ~~Party~~ Guarantor in accordance with the terms ~~thereof and other than solely as a result of acts~~ hereof or ~~omissions by the Administrative Agent or any Lender~~thereof), (ii) this Agreement, any Acceptable Intercreditor Agreement or any material Collateral Document ~~ceasing~~ ceases to be in full force and effect or shall be declared null and void or any Lien on Collateral created under any Collateral Document ceases to be perfected with respect to a material portion of the Collateral (other than ~~solely~~ by reason of (x) any affirmative action of the Administrative Agent, the failure of the Administrative Agent to maintain possession of any Collateral actually delivered to it or the failure of the Administrative Agent to file UCC ~~(or equivalent)~~ continuation statements, (y) a release of Collateral in accordance with the terms hereof or thereof or (z) the occurrence of the Termination Date or any other termination of such Collateral Document in accordance with the terms thereof~~) or being declared null and void or~~ ), (iii) other than in any bona fide, good faith dispute as to the ~~contesting by~~ scope of Collateral or whether any Lien has been, or is required to be released, any Loan Party of shall contest in writing, the validity or enforceability of any material provision of this Agreement, any ~~Loan~~ Acceptable Intercreditor Agreement or any material Collateral Document (or any Lien purported to be created by the Collateral Documents or any Loan Guaranty) ~~in writing~~ or ~~denial by any Loan Party~~ deny in writing that it has any further liability (other than by reason of the occurrence of the Termination Date), including with respect to future advances by the Lenders, under this Agreement, any ~~Loan~~ Acceptable Intercreditor Agreement or any material Collateral Document to which it is a ~~party;~~ party (it being understood and agreed that the failure of the Administrative Agent to maintain possession of any Collateral actually delivered to it or file any UCC ~~(or equivalent)~~ continuation statement shall not result in an Event of Default under this clause (k) or any other provision of any Loan Document) or (iv) the Obligations shall cease to constitute senior indebtedness under the subordination provisions of any documents or instruments evidencing any permitted Junior Indebtedness in an aggregate amount in excess of the Threshold Amount or such subordination provision shall be invalidated or otherwise cease, for any reason, to be valid, binding and enforceable obligations of the parties thereto, or any Loan Party shall contest in writing, the validity or enforceability of any material provision of any such subordination provision; orthen, (1) and in every such event (other than any breach or default under Section 6.14(a) as described in clause (c) of this Section 7.01 that does not then constitute an Event of Default with respect to the Term Loans in accordance with clause (c) of this Section 7.01 or an event with respect to the Borrower described in clause (f) or (g) of this Section 7.01), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the written request of the Required Lenders shall, by notice to the Borrower, take any of the following actions, at the same or different times: (i) terminate the Revolving Credit Commitments, and thereupon such Revolving Credit Commitments shall terminate immediately, (ii) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower and (iii) require that the Borrower deposit in the LC Collateral Account an additional amount in Cash as reasonably requested by the Issuing Banks (not to exceed 103.0% of the relevant Stated Amount) of the then outstanding LC Exposure (minus the amount then on deposit in the LC Collateral Account); provided that upon the occurrence of an event with respect to the Borrower described in clauses (f) or (g) of this Section 7.01, any such Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower, and the obligation of the Borrower to Cash collateralize the outstanding Letters of Credit as aforesaid shall automatically become effective, in each case without further action of the Administrative Agent or any Lender and (2) upon the occurrence and during the continuance of an Event of Default pursuant to clause (c) of this Section 7.01 resulting from a breach or default under Section 6.14(a), at the written request of the Required Revolving Lenders the 168 48054934.2 LEGAL_US_E # 159035042.9 Administrative Agent shall, by notice to the Borrower, take any of the following actions, at the same or different times: (x) terminate the Revolving Credit Commitments, and thereupon such Revolving Credit Commitment shall terminate immediately, (y) declare the Revolving Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Revolving Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrower to the Revolving Lenders accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower and (z) require that the Borrower deposit in the LC Collateral Account an additional amount in Cash as reasonably requested by the Issuing Banks (not to exceed 103.0% of the relevant Stated Amount) of the then outstanding LC Exposure (minus the amount then on deposit in the LC Collateral Account). Upon the occurrence and during the continuance of an Event of Default (other than an Event of Default resulting from a breach or default under Section 6.14(a) that does not then constitute an Event of Default with respect to the Term Loans in accordance with clause (c) of this Section 7.01), the Administrative Agent may, and at the request of the Required Lenders shall, exercise any rights and remedies provided to the Administrative Agent under the Loan Documents or at law or equity, including all remedies provided under the UCC. Upon the occurrence and during the continuance of an Event of Default pursuant to clause (c) of this Section 7.01 resulting from a breach or default under Section 6.14(a) that does not then constitute an Event of Default with respect to the Term Loans in accordance with clause (c) of this Section 7.01, at the written request of the Required Revolving Lenders the Administrative Agent shall exercise any rights and remedies provided to the Administrative Agent under the Loan Documents or at law or equity, including all remedies provided under the UCC (provided that any such exercise shall be solely for the benefit of the Revolving Lenders until such time as an Event of Default with respect to the Term Loans has occurred and is continuing).

Appears in 1 contract

Samples: Credit Agreement (Victory Capital Holdings, Inc.)

Guaranties, Collateral Documents and Other Loan Documents. At any time after the execution and delivery thereof (i) any material Loan Guaranty for any reason ceasing to be in full force and effect (other than in accordance with its terms or as a result of the occurrence of the Termination Date) or being ~~declared, by a court of competent jurisdiction,~~ declared to be null and void or the repudiation in writing by any Loan Party of its obligations thereunder (other than as a result of the discharge of such Loan Party in accordance with the terms ~~thereof and other than solely as a result of acts or omissions by the Administrative Agent or any Lender~~thereof), (ii) this Agreement or any material Collateral Document ceasing to be in full force and effect (other than by reason of a release of Collateral in accordance with the terms hereof or thereof, the occurrence of the Termination Date or any other termination of such Collateral Document in accordance with the terms thereof) or being declared null and void or any Lien on Collateral created under any Collateral Document ceasing to be perfected with respect to a material portion of the Collateral (other than solely by reason of (x) the failure of the Administrative Agent to maintain possession of any Collateral actually delivered to it or the failure of the Administrative Agent to file UCC or PPSA (or 81391230_6 |NY\7652510.20US-DOCS\114316435.10|| equivalent) continuation statements, (y) a release of Collateral in accordance with the terms hereof or thereof or (z) the occurrence of the Termination Date or any other termination of such Collateral Document in accordance with the terms thereof) ~~or being declared null and void~~ or (iii) the contesting by any Loan Party of the validity or enforceability of any material provision of any Loan Document (or any Lien purported to be created by the Collateral Documents or Loan Guaranty) in writing or denial by any Loan Party in writing that it has any further liability (other than by reason of the occurrence of the Termination Date), including with respect to future advances by the Lenders, under any Loan Document to which it is a party; it being understood and agreed that the failure of the Administrative Agent to maintain possession of any Collateral actually delivered to it or file any UCC (or equivalent) continuation statement shall not result in an Event of Default under this clause (k) or any other provision of any Loan Document; or

Appears in 1 contract

Samples: First Amendment Agreement (PQ Group Holdings Inc.)

Guaranties, Collateral Documents and Other Loan Documents. At any time after the execution and delivery thereof (i) any material Loan Guaranty for any reason ceasing to be in full force and effect (other than in accordance with its terms or as a result of the occurrence of the Termination Date) or being declared, by a court of competent jurisdiction, to be null and void or the repudiation in writing by any Loan Party of its obligations thereunder (other than as a result of the discharge of such Loan Party in accordance with the terms thereof and other than solely as a result of acts or omissions by the Administrative Agent or any Lender), (ii) this Agreement or any material Collateral Document ceasing to be in full force and effect (other than solely by reason of (x) the failure of the Administrative Agent to maintain possession of any Collateral actually delivered to it or the failure of the Administrative Agent to file UCC or PPSA (or equivalent) continuation statements, (y) a release of Collateral in accordance with the terms hereof or thereof or (z) the occurrence of the Termination Date or any other termination of such Collateral Document in accordance with the terms thereof) or being declared null and void or (iii) the contesting by any Loan Party of the validity or enforceability of any material provision of any Loan Document (or any Lien purported to be created by the Collateral Documents or Loan Guaranty) in writing or denial by any Loan Party in writing that it has any further liability (other than by reason of the occurrence of the Termination Date), including with respect to future advances by the Lenders, under any Loan Document to which it is a party,; it being understood and agreed that the failure of the Administrative Agent to maintain possession of any Collateral actually delivered to it or file any UCC or PPSA (or equivalent) continuation statement shall not result in an Event of Default under this clause (k) or any other provision of any Loan Document; or

Appears in 1 contract

Samples: Assignment and Assumption Agreement (Hillman Solutions Corp.)

Guaranties, Collateral Documents and Other Loan Documents. At any time after the execution and delivery thereof (i) any material Loan Guaranty for any reason ceasing to be in full force and effect (other than in accordance with its terms or as a result of the occurrence of the Termination Date) or being declared, by a court of competent jurisdiction, to be null and void or the repudiation in writing by any Loan Party of its obligations thereunder (other than as a result of the discharge of such Loan Party in accordance with the terms thereof and other than solely as a result of acts or omissions by the Administrative Agent or any Lender), (ii) this Agreement or any material Collateral 180 Document ceasing to be in full force and effect (other than by reason of a release of Collateral in accordance with the terms hereof or thereof, the occurrence of the Termination Date or any other termination of such Collateral Document in accordance with the terms thereof) or being declared null and void or any Lien on Collateral created under any Collateral Document ceasing to be perfected with respect to a material portion of the Collateral (other than solely by reason of (x) the failure of the Administrative Agent to maintain possession of any Collateral actually delivered to it or the failure of the Administrative Agent to file UCC (or equivalent) continuation statements, (y) a release of Collateral in accordance with the terms hereof or thereof or (z) the occurrence of the Termination Date or any other termination of such Collateral Document in accordance with the terms thereof) or being declared null and void or (iii) the contesting by any Loan Party of the validity or enforceability of any material provision of any Loan Document (or any Lien purported to be created by the Collateral Documents or Loan Guaranty) in writing or denial by any Loan Party in writing that it has any further liability (other than by reason of the occurrence of the Termination Date), including with respect to future advances by the Lenders, under any Loan Document to which it is a party; it being understood and agreed that the failure of the Administrative Agent to maintain possession of any Collateral actually delivered to it or file any UCC (or equivalent) continuation statement shall not result in an Event of Default under this clause (k) or any other provision of any Loan Document; or

Appears in 1 contract

Samples: Fourth Amendment Agreement (Ecovyst Inc.)

Appears in 1 contract

Samples: Pledge and Security Agreement (Nuvei Corp)

Appears in 1 contract

Samples: Credit Agreement (Certara, Inc.)

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Hologic Inc)

Guaranties, Collateral Documents and Other Loan Documents. At any time after the execution and delivery thereof (in each case subject to the Legal Reservations), (i) any material Loan Guaranty for any ~~reason ceasing~~ reason, other than the occurrence of the Termination Date, shall cease to be in full force and effect (other than in accordance with its terms or ~~as a result of~~ in accordance with the ~~occurrence of the Termination Date~~terms hereof) or ~~being declared, by a court of competent jurisdiction,~~ shall be declared to be null and void or ~~the repudiation~~ any Loan Guarantor shall repudiate in writing ~~by any Loan Party of~~ its obligations thereunder (other than as a result of the discharge of such Loan ~~Party~~ Guarantor in accordance with the terms ~~thereof and other than solely as a result of acts~~ hereof or ~~omissions by the Administrative Agent or any Lender~~thereof), (ii) this Agreement, any Acceptable Intercreditor Agreement or any material Collateral Document ~~ceasing~~ ceases to be in full force and effect or shall be declared null and void or any Lien on Collateral created under any Collateral Document ceases to be perfected with respect to a material portion of the Collateral (other than ~~solely~~ by reason of (x) any affirmative action of the Administrative Agent, the failure of the Administrative Agent to maintain possession of any Collateral actually delivered to it or the failure of the Administrative Agent to file UCC ~~(or equivalent)~~ continuation statements, (y) a release of Collateral in accordance with the terms hereof or thereof or (z) the occurrence of the Termination Date or any other termination of such Collateral Document in accordance with the terms thereof~~) or being declared null and void or~~ ), (iii) other than in any bona fide, good faith dispute as to the ~~contesting by~~ scope of Collateral or whether any Lien has been, or is required to be released, any Loan Party of shall contest in writing, the validity or enforceability of any material provision of this Agreement, any ~~Loan~~ Acceptable Intercreditor Agreement or any material Collateral Document (or any Lien purported to be created by the Collateral Documents or any Loan Guaranty) ~~in writing~~ or ~~denial by any Loan Party~~ deny in writing that it has any further liability (other than by reason of the occurrence of the Termination Date), including with respect to future advances by the Lenders, under this Agreement, any ~~Loan~~ Acceptable Intercreditor Agreement or any material Collateral Document to which it is a ~~party;~~ party (it being understood and agreed that the failure of the Administrative Agent to maintain possession of any Collateral actually delivered to it or file any UCC ~~(or equivalent)~~ continuation statement shall not result in an Event of Default under this clause (k) or any other provision of any Loan Document) or (iv) the Obligations shall cease to constitute senior indebtedness under the subordination provisions of any documents or instruments evidencing any permitted Junior Indebtedness in an aggregate amount in excess of the Threshold Amount or such subordination provision shall be invalidated or otherwise cease, for any reason, to be valid, binding and 157 48054934.2 LEGAL_US_E # 159035042.9 enforceable obligations of the parties thereto, or any Loan Party shall contest in writing, the validity or enforceability of any material provision of any such subordination provision; orthen, (1) and in every such event (other than any breach or default under Section 6.14(a) as described in clause (c) of this Section 7.01 that does not then constitute an Event of Default with respect to the Term Loans in accordance with clause (c) of this Section 7.01 or an event with respect to the Borrower described in clause (f) or (g) of this Section 7.01), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the written request of the Required Lenders shall, by notice to the Borrower, take any of the following actions, at the same or different times: (i) terminate the Revolving Credit Commitments, and thereupon such Revolving Credit Commitments shall terminate immediately, (ii) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower and (iii) require that the Borrower deposit in the LC Collateral Account an additional amount in Cash as reasonably requested by the Issuing Banks (not to exceed 103.0% of the relevant Stated Amount) of the then outstanding LC Exposure (minus the amount then on deposit in the LC Collateral Account); provided that upon the occurrence of an event with respect to the Borrower described in clauses (f) or (g) of this Section 7.01, any such Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower, and the obligation of the Borrower to Cash collateralize the outstanding Letters of Credit as aforesaid shall automatically become effective, in each case without further action of the Administrative Agent or any Lender and (2) upon the occurrence and during the continuance of an Event of Default pursuant to clause (c) of this Section 7.01 resulting from a breach or default under Section 6.14(a), at the written request of the Required Revolving Lenders the Administrative Agent shall, by notice to the Borrower, take any of the following actions, at the same or different times: (x) terminate the Revolving Credit Commitments, and thereupon such Revolving Credit Commitment shall terminate immediately, (y) declare the Revolving Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Revolving Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrower to the Revolving Lenders accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower and (z) require that the Borrower deposit in the LC Collateral Account an additional amount in Cash as reasonably requested by the Issuing Banks (not to exceed 103.0% of the relevant Stated Amount) of the then outstanding LC Exposure (minus the amount then on deposit in the LC Collateral Account). Upon the occurrence and during the continuance of an Event of Default (other than an Event of Default resulting from a breach or default under Section 6.14(a) that does not then constitute an Event of Default with respect to the Term Loans in accordance with clause (c) of this Section 7.01), the Administrative Agent may, and at the request of the Required Lenders shall, exercise any rights and remedies provided to the Administrative Agent under the Loan Documents or at law or equity, including all remedies provided under the UCC. Upon the occurrence and during the continuance of an Event of Default pursuant to clause (c) of this Section 7.01 resulting from a breach or default under Section 6.14(a) that does not then constitute an Event of Default with respect to the Term Loans in accordance with clause (c) of this Section 7.01, at the written request of the Required Revolving Lenders the Administrative Agent shall exercise any rights and remedies provided to the Administrative Agent under the Loan Documents or at law or equity, including all remedies provided under the UCC (provided that any such exercise shall be solely for the benefit of the Revolving Lenders until such time as an Event of Default with respect to the Term Loans has occurred and is continuing). 158 48054934.2 LEGAL_US_E # 159035042.9

Appears in 1 contract

Samples: Credit Agreement (Victory Capital Holdings, Inc.)

Guaranties, Collateral Documents and Other Loan Documents. At any time after the execution and delivery ~~thereof~~ thereof, (i) any material Guarantee under the Loan Guaranty for any ~~reason ceasing~~ reason, other than the occurrence of the Termination Date, shall cease to be in full force and effect (other than in accordance with its ~~terms or as a result of the occurrence of the Termination Date~~terms) or ~~being declared, by a court of competent jurisdiction,~~ is declared to be null and void or ~~the repudiation~~ any Loan Guarantor shall repudiate in writing ~~by any Loan Party of~~ its obligations thereunder (other than as a result of the discharge of such Loan ~~Party~~ Guarantor in accordance with the terms ~~thereof and other than solely as a result of acts or omissions by the Administrative Agent or any Lender~~thereof), (ii) this Agreement or any material Collateral Document ~~ceasing~~ ceases to be in full force and effect or shall be declared null and void or any Lien on Collateral created under any Collateral Document ceases to be valid and perfected with the priority required by the Collateral Documents with respect to a material portion of the Collateral (other than solely by reason of (x) the failure of the Administrative Agent to ~~maintain~~ maintainno longer having possession of any Collateral actually delivered to it or the failure of the Administrative Agent to file UCC (or ~~equivalent)~~ equivalent)stock certificates, promissory notes or other instruments delivered to it under the Security Agreement or as a result of a Uniform Commercial Code filing having lapsed because a Uniform Commercial Code continuation ~~statements~~statements was not filed in a timely manner, (y) a release of Collateral in accordance with the terms hereof or thereof or (z) the occurrence of the Termination Date or any other termination of such Collateral Document in accordance with the terms thereof) or ~~being declared null and void or~~ (iii) ~~the contesting by~~ any Loan Party of contests in writing the validity or enforceability of any material provision of any Loan Document (or any Lien purported to be created by the Collateral Documents or any Loan Guaranty) ~~in writing~~ or ~~denial by any Loan Party~~ denies in writing that it has any further liability (other than by reason of the occurrence of the Termination Date), including with respect to future advances by the Lenders, under any Loan Document to which it is a party; it being understood and agreed that the failure of the Administrative Agent to maintain possession of any Collateral actually delivered to it or file any UCC (or equivalent) continuation statement shall not result in an Event of Default under this clause (k) or any other provision of any Loan Document; or

Appears in 1 contract

Samples: First Lien Credit Agreement (Waystar Holding Corp.)

Appears in 1 contract

Samples: First Lien Credit Agreement (Waystar Holding Corp.)

Guaranties, Collateral Documents and Other Loan Documents. At any time after the execution and delivery thereof (in each case subject to the Legal Reservations), (i) any material Loan Guaranty for any ~~reason ceasing~~ reason, other than the occurrence of the Termination Date, shall cease to be in full force and effect (other than in accordance with its terms or ~~as a result of~~ not prohibited by the ~~occurrence of the Termination Date~~terms hereof) or ~~being declared, by a court of competent jurisdiction,~~ shall be declared to be null and void or ~~the repudiation~~ any Loan Guarantor shall repudiate in writing ~~by any Loan Party of~~ its obligations thereunder (other than as a result of the discharge of such Loan ~~Party~~ Guarantor in accordance with the terms ~~thereof and other than solely as a result of acts~~ hereof or ~~omissions by the Administrative Agent or any Lender~~thereof), (ii) this Agreement, any Acceptable Intercreditor Agreement or any material Collateral Document ~~ceasing~~ ceases to be in full force and effect or shall be declared null and void or any Lien on Collateral created under any Collateral Document ceases to be perfected with respect to a material portion of the Collateral (other than ~~solely~~ by reason of (x) any affirmative action of the Administrative Agent, the failure of the Administrative Agent to maintain possession of any Collateral actually delivered to it or the failure of the Administrative Agent to file UCC ~~(or equivalent)~~ continuation statements, (y) a release of Collateral in accordance with the terms hereof or thereof or (z) the occurrence of the Termination Date or any other termination of such Collateral Document in accordance with the terms thereof~~) or being declared null and void or~~ ), (iii) other than in any bona fide, good faith dispute as to the ~~contesting by~~ scope of Collateral or whether any Lien has been, or is required to be released, any Loan Party of shall contest in writing, the validity or enforceability of any material provision of this Agreement, any ~~Loan~~ Acceptable Intercreditor Agreement or any material Collateral Document (or any Lien purported to be created by the Collateral Documents or any Loan Guaranty) ~~in writing~~ or ~~denial by any Loan Party~~ deny in writing that it has any further liability (other than by reason of the occurrence of the Termination Date), including with respect to future advances by the Lenders, under this Agreement, any ~~Loan~~ Acceptable Intercreditor Agreement or any material Collateral Document to which it is a ~~party;~~ party (it being understood and agreed that the failure of the Administrative Agent to maintain possession of any Collateral actually delivered to it or file any UCC ~~(or equivalent)~~ continuation statement shall not result in an Event of Default under this clause (k) or any other provision of any Loan Document) or (iv) the Obligations shall cease to constitute senior indebtedness under the subordination provisions of any documents or instruments evidencing any permitted Junior Indebtedness in an aggregate amount in excess of the Threshold Amount or such subordination provision shall be invalidated or otherwise cease, for any reason, to be valid, binding and enforceable obligations of the parties thereto, or any Loan Party shall contest in writing, the validity or enforceability of any material provision of any such subordination provision; orthen, (1) and in every such event (other than any breach or default under Section 6.14(a) as described in clause (c) of this Section 7.01 that does not then constitute an Event of Default with respect to the Term Loans in accordance with clause (c) of this Section 7.01 or an event with respect to the Borrower described in clause (f) or (g) of this Section 7.01), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the written request of the Required Lenders shall, by notice to the Borrower, take any of the following actions, at the same or different times: (i) terminate the Revolving Credit Commitments, and thereupon such Revolving Credit Commitments shall terminate immediately, (ii) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower and (iii) require that the Borrower deposit in the LC Collateral Account an additional amount in Cash as reasonably requested by the Issuing Banks (not to exceed 103.0% of the relevant Stated Amount) of the then outstanding LC Exposure (minus the amount then on deposit in the LC Collateral Account); provided that upon the occurrence of an event with respect to the Borrower described in clauses (f) or (g) of this Section 7.01, any such Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower, and the obligation of the Borrower to Cash collateralize the outstanding Letters of Credit as aforesaid shall automatically become effective, in each case without further action of the Administrative Agent or any Lender and (2) upon the occurrence and during the continuance of an Event of Default pursuant to clause (c) of this Section 7.01 resulting from a breach or default under Section 6.14(a), at the written request of the Required Revolving Lenders the Administrative Agent shall, by notice to the Borrower, take any of the following actions, at the same or different times: (x) terminate the Revolving Credit Commitments, and thereupon such Revolving Credit Commitment shall terminate immediately, (y) declare the Revolving Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Revolving Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrower to the Revolving Lenders accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower and (z) require that the Borrower deposit in the LC Collateral Account an additional amount in Cash as reasonably requested by the Issuing Banks (not to exceed 103.0% of the relevant Stated Amount) of the then outstanding LC Exposure (minus the amount then on deposit in the LC Collateral Account). Upon the occurrence and during the continuance of an Event of Default (other than an Event of Default resulting from a breach or default under Section 6.14(a) that does not then constitute an Event of Default with respect to the Term Loans in accordance with clause (c) of this Section 7.01), the Administrative Agent may, and at the request of the Required Lenders shall, exercise any rights and remedies provided to the Administrative Agent under the Loan Documents or at law or equity, including all remedies provided under the UCC. Upon the occurrence and during the continuance of an Event of Default pursuant to clause (c) of this Section 7.01 resulting from a breach or default under Section 6.14(a) that does not then constitute an Event of Default with respect to the Term Loans in accordance with clause (c) of this Section 7.01, at the written request of the Required Revolving Lenders the Administrative Agent shall exercise any rights and remedies provided to the Administrative Agent under the Loan Documents or at law or equity, including all remedies provided under the UCC (provided that any such exercise shall be solely for the benefit of the Revolving Lenders until such time as an Event of Default with respect to the Term Loans has occurred and is continuing). 158

Appears in 1 contract

Samples: Credit Agreement (Cowen Inc.)

Guaranties, Collateral Documents and Other Loan Documents. At any time after the execution and delivery ~~thereof~~ thereof, (i) any material Loan Guaranty or the Limited Recourse Pledge Agreement, as applicable, for any ~~reason ceasing~~ reason, other than the occurrence of the Termination Date, shall cease to be in full force and effect (other than in accordance with its ~~terms or as a result of the occurrence of the Termination Date~~terms) or ~~being~~ shall be declared, by a court of competent jurisdiction, to be null and void or ~~the repudiation~~ any Loan Guarantor shall repudiate in writing ~~by any Loan Party of~~ its obligations thereunder (in each case, other than as a result of the discharge of such Loan ~~Party~~ Guarantor in accordance with the terms thereof and other than ~~solely~~ as a result of ~~acts~~ any act or ~~omissions~~ omission by the Administrative Agent or any Lender), (ii) this Agreement or any material Collateral Document ~~ceasing~~ ceases to be in full force and effect or shall be declared, by a court of competent jurisdiction, to be null and void or any Lien on Collateral created under any Collateral Document ceases to be perfected with respect to a material portion of the Collateral (other than (A) Collateral consisting of Material Real Estate Assets to the extent that the relevant losses are covered by a lender’s title insurance policy and such insurer has not denied coverage or (B) solely by reason of (w) such perfection not being required pursuant to the Collateral and Guarantee Requirement, the Collateral Documents, this Agreement or otherwise, (x) the failure of the Administrative Agent to maintain possession of any Collateral actually delivered to it or the failure of the Administrative Agent to file ~~UCC (or equivalent)~~ Uniform Commercial Code continuation statements, (y) a release of Collateral in accordance with the terms hereof or thereof or (z) the occurrence of the Termination Date or any other termination of such Collateral Document in accordance with the terms thereof~~) or being declared null and void or~~ ), (iii) other than in any bona fide, good faith dispute as to the ~~contesting by~~ scope of Collateral or whether any Lien has been, or is required to be released, any Loan Party of shall contest in writing, the validity or enforceability of any material provision of any Loan Document (or any Lien purported to be created by the Collateral Documents or any Loan Guaranty) ~~in writing~~ or ~~denial by any Loan Party~~ deny in writing that it has any further liability (other than by reason of the occurrence of the Termination ~~Date~~Date or any other termination of any other Loan Document in accordance with the terms thereof), including with respect to future advances by the Lenders, under any Loan Document to which it is a party; it being understood and agreed that the failure of the Administrative Agent to file any Uniform Commercial Code continuation statement and/or maintain possession of any physical Collateral ~~actually delivered to it or file any UCC (or equivalent) continuation statement~~ shall not result in an Event of Default under this ~~clause (k~~Section 7.01(k) or any other provision of any Loan ~~Document~~Document or (iv) any Event of Default under Section 9.01 of the Limited Recourse Pledge Agreement is continuing; or

Appears in 1 contract

Samples: Assignment and Assumption (Shift4 Payments, Inc.)

Appears in 1 contract

Samples: Credit Agreement (iFit Health & Fitness Inc)

Guaranties, Collateral Documents and Other Loan Documents. At any time after the execution and delivery thereof (i) any material ~~Loan Guaranty~~ Guarantee of the Obligations hereunder by any Subsidiary Guarantor for any reason ceasing to be in full force and effect (other than in accordance with its terms or as a result of the occurrence of the Termination Date) or being ~~declared,~~ declared by a court of competent ~~jurisdiction,~~ jurisdiction to be null and void or the repudiation in writing by any Loan Party of its obligations thereunder (in each case other than as a result of the discharge of such Loan Party in accordance with the terms ~~thereof and other than solely as a result of acts or omissions by the Administrative Agent or any Lender~~thereof), (ii) this Agreement or any material Collateral Document ceasing to be in full force and effect (other than ~~solely~~ by reason of (x) the failure of the Administrative Agent to maintain possession of any Collateral actually delivered to it or the failure of the Administrative Agent to file UCC (or equivalent) continuation statements, (y) a release of Collateral in accordance with the terms hereof or ~~thereof or (z)~~ thereof, the occurrence of the Termination Date or any other termination of such Collateral Document in accordance with the terms thereof) or being declared by a court of competent jurisdiction to be null and void or (iii) other than in any bona fide, good faith dispute as to the scope of Collateral or whether any Lien has been, or is required to be released, the contesting by any Loan Party of the validity or enforceability of any material provision of any Loan Document ~~(or any Lien purported to be created by the Collateral Documents or Loan Guaranty)~~ in writing or denial by any Loan Party in writing that it has any further liability (other than by reason of the occurrence of the Termination ~~Date~~Date or any other termination of any Loan Document in accordance with the terms thereof), including with respect to future advances by the Lenders, under any Loan Document to which it is a party; it being understood and agreed that the failure of the Administrative Agent to maintain possession of any Collateral actually delivered to it or file any UCC (or equivalent) continuation statement shall not result in an Event of Default under this clause ~~(k) or any other provision of any Loan Document~~‎(k); or

Appears in 1 contract

Samples: First Lien Credit Agreement (Victoria's Secret & Co.)

Common use of Guaranties, Collateral Documents and Other Loan Documents Clause in Contracts