Guaranty and Collateral Matters. (a) The Lenders (including in their capacities as a potential Hedge Bank and a potential Cash Management Bank) and the LC Issuer hereby irrevocably appoint and authorize Bank of America, N.A. to act as Collateral Agent under the Collateral Documents and Guaranty. Collateral may be released from the Lien and security interest created by the Collateral Documents and Guarantors may be released from their obligations under the applicable Guaranty at any time or from time to time in accordance with the provisions of the Collateral Documents or as provided hereby. Upon the request of the Borrower, in connection with any transaction otherwise permitted hereunder, the Collateral Agent is authorized to release Collateral that is Disposed of (or whose owner ceases to be the Borrower or a Guarantor) and Guarantors that cease to be required to be Guarantors under the Loan Documents and to execute any intercreditor arrangements or amendments to the Collateral Documents to reflect the pari passu or junior nature of any Liens associated with Indebtedness permitted to be incurred (and so secured) hereunder, in each case, pursuant to a transaction permitted by this Agreement. Upon receipt of such request, the Collateral Agent shall (and the Lenders (including in their capacities as a potential Cash Management Bank and a potential Hedge Bank) and the LC Issuer irrevocably authorize the Collateral Agent) to execute, deliver or acknowledge (a) any necessary or proper instruments of termination, satisfaction or release to release (i) any Guarantor from its obligations under the applicable Guaranty if such Person ceases to be required to be a Guarantor under the Loan Documents as a result of a transaction permitted hereunder and (ii) any Liens on any property granted to or held by the Collateral Agent under any Loan Document (A) upon termination or expiration of the Aggregate Commitments and payment in full of all Obligations (other than (1) those expressly stated to survive termination, (2) contingent indemnification obligations, and (3) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized in the Minimum Collateral Amount or as to which other arrangements satisfactory to the LC Issuer shall have been made), (B) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document, or (C) subject to Section 10.01, if approved, authorized or ratified in writing by the Majority Lenders or (b) any necessary or proper amendments to the Collateral Documents, instruments, intercreditor agreements or other agreements (i) to include any additional Indebtedness as a secured obligation under the Collateral Documents, and (ii) to reflect the pari passu or junior nature of any Lien securing the Collateral in respect of any such Indebtedness, in each case, pursuant to a transaction permitted by this Agreement. Upon request by the Administrative Agent or the Collateral Agent at any time, the Majority Lenders will confirm in writing the Collateral Agent’s authority to release any Guarantor from its obligations under the applicable Guaranty or to release any Collateral from the Collateral Documents, in either case, pursuant to this Section 9.10. (b) Upon the first occurrence of an Investment Grade Event following the Closing Date, the Liens under the Collateral Documents securing the Obligations shall automatically be released (the date of such release, the “Collateral Release Date”), whereupon the Collateral Agent shall use reasonable efforts to promptly file all such further releases, termination statements, documents, agreements, certificates and instruments and do such further acts as the Borrower may reasonably require to more effectively evidence or effectuate such release. The Administrative Agent and the Collateral Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s and/or the Collateral Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent or the Collateral Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.
Appears in 1 contract
Sources: Credit Agreement (Sunoco LP)
Guaranty and Collateral Matters. (a) The Lenders (including in their capacities as a potential Hedge Bank and a potential Cash Management Bank) and the LC Issuer hereby irrevocably appoint and authorize Bank of America, N.A. to act as Collateral Agent under the Collateral Documents and Guaranty. Collateral may be released from the Lien and security interest created by the Collateral Documents and Guarantors may be released from their obligations under the applicable Guaranty at any time or from time to time in accordance with Without limiting the provisions of the Collateral Documents or as provided hereby. Upon the request Section 9.09, each of the Borrower, in connection with any transaction otherwise permitted hereunder, the Collateral Agent is authorized to release Collateral that is Disposed of (or whose owner ceases to be the Borrower or a Guarantor) Lenders and Guarantors that cease to be required to be Guarantors under the Loan Documents and to execute any intercreditor arrangements or amendments to the Collateral Documents to reflect the pari passu or junior nature of any Liens associated with Indebtedness permitted to be incurred (and so secured) hereunder, in each case, pursuant to a transaction permitted by this Agreement. Upon receipt of such request, the Collateral Agent shall (and the Lenders (including in their capacities as a potential Cash Management Bank and a potential Hedge Bank) and the LC L/C Issuer irrevocably authorize the Collateral Agent) to execute, deliver or acknowledge Administrative Agent at its option and in its discretion:
(a) any necessary or proper instruments of termination, satisfaction or release to release (i) any Guarantor from its obligations under the applicable Guaranty if such Person ceases to be required to be a Guarantor under the Loan Documents as a result of a transaction permitted hereunder and (ii) any Liens Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document (Ai) upon termination or expiration of the Aggregate Commitments and payment in full of the Loans and all other Obligations that are accrued and payable and the termination of the Commitments hereunder (other than (1) those expressly stated to survive termination, (2A) contingent indemnification obligations, obligations and (3B) obligations and liabilities under Secured Guaranteed Cash Management Agreements and Secured Hedge Agreements Guaranteed Swap Contracts as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank Lender of Affiliate of a Lender shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized in the Minimum Collateral Amount or as to which other arrangements satisfactory to the LC Administrative Agent and each applicable L/C Issuer shall have been made), (Bii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan DocumentDocument or upon any applicable Loan Party being released from its Obligations hereunder, or (Ciii) subject to Section 10.01, if approved, authorized or ratified in writing by the Majority Lenders or in accordance with Section 10.01;
(b) to subordinate any necessary Lien on any property granted to or proper amendments held by the Administrative Agent under any Loan Document to the Collateral Documentsholder of any Lien on such property that is permitted by Section 7.01(j), instruments, intercreditor agreements or other agreements 7.01(k) and 7.01(l); and
(c) to release (i) any Designated Borrower from its obligations hereunder so long as all Loans to include any additional Indebtedness as a secured obligation under the Collateral Documents, such Designated Borrower have been repaid and (ii) to reflect the pari passu any Guarantor from its obligations under any Domestic Subsidiary Guaranty, any Luxembourg Subsidiary Guaranty, any Canadian Subsidiary Guaranty, any UK Subsidiary Guaranty or junior nature of any Lien securing the Collateral in respect of any other Guaranty executed by such IndebtednessGuarantor, as applicable, in each case, pursuant case if such Person ceases to be a Subsidiary as a result of a transaction permitted by this Agreementhereunder or becomes an Excluded Subsidiary. Upon request by the Administrative Agent or the Collateral Agent at any time, the Majority Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release any Guarantor or subordinate its interest in particular types or items of property, or to release a Loan Party or its property from its obligations hereunder pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will, at the Loan Parties’ expense, execute and deliver to the applicable Loan Party such documents as the Company may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Documents or to subordinate its interest in such item, or to release such Loan Party from its obligations under the applicable Guaranty or to release any Collateral from the Collateral Loan Documents, in either case, pursuant to each case in accordance with the terms of the Loan Documents and this Section 9.10.
(b) Upon . In the first occurrence case of an Investment Grade Event following the Closing Dateany such sale, transfer of disposal of any property constituting Collateral in a transaction constituting a Disposition permitted pursuant to Section 7.05 to a Person other than a Domestic Loan Party, the Liens under created by any of the Collateral Security Documents securing on such property shall be automatically released without need for further action by the Obligations shall automatically be released (the date of such release, the “Collateral Release Date”), whereupon the Collateral Administrative Agent shall use reasonable efforts to promptly file all such further releases, termination statements, documents, agreements, certificates and instruments and do such further acts as the Borrower may reasonably require to more effectively evidence or effectuate such releaseany person. The Administrative Agent and the Collateral Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s and/or the Collateral Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent or the Collateral Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.
Appears in 1 contract
Sources: Credit Agreement (Stericycle Inc)
Guaranty and Collateral Matters. (a) The Lenders (including in their capacities as a potential Hedge hereby authorize U.S. Bank and a potential Cash Management Bank) and the LC Issuer hereby irrevocably appoint and authorize Bank of America, N.A. National Association to act as Collateral Agent under the Collateral Documents Agency Agreement and Guarantythe Pledge Agreement and authorize the Administrative Agent to execute the Collateral Agency Agreement on their behalf. Collateral may be released from the Lien and security interest created by the Collateral Documents and Guarantors may be released from their obligations under the applicable Guaranty at any time or from time to time in accordance with the provisions of the Collateral Documents or as provided hereby. Upon the request of the Borrower, in connection with any transaction otherwise permitted hereunder, the Administrative Agent and/or the Collateral Agent is authorized to release Collateral that is Disposed of (or whose owner ceases to be the Borrower or a GuarantorSubsidiary) and Guarantors that cease to be Restricted Persons or otherwise cease to be required to be Guarantors under the Loan Documents and to execute any intercreditor arrangements or amendments to the Collateral Documents to reflect the pari passu or junior nature of any Liens associated with Indebtedness permitted to be incurred (and so secured) hereunderhereunder (including, for the avoidance of doubt, Indebtedness incurred pursuant to Section 7.01(l) and secured pursuant to Section 7.02(s)), in each case, pursuant to a transaction permitted by this Agreement. Upon receipt of such request, the Administrative Agent and/or the Collateral Agent shall (and the Lenders (including in their capacities as a potential Cash Management Bank and a potential Hedge Bank) and the LC Issuer irrevocably authorize the Administrative Agent and the Collateral AgentAgent to) to execute, deliver or acknowledge (a) any necessary or proper instruments of termination, satisfaction or release to release (i) any Guarantor from its obligations under the applicable Guaranty if such Person ceases to be required to be a Guarantor under the Loan Documents Restricted Person as a result of a transaction permitted hereunder and (ii) any Liens on any property granted to or held by the Collateral Agent under any Loan Document (A) upon termination or expiration of the Aggregate Commitments and payment in full of all Obligations (other than (1) those expressly stated to survive termination, (2) contingent indemnification obligations, and (3) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized in the Minimum Collateral Amount or as to which other arrangements satisfactory to the LC Issuer shall have been made), (B) that is sold Disposed of (or otherwise disposed of or whose owner ceases to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document, or (Ca Subsidiary) subject to Section 10.01, if approved, authorized or ratified in writing by the Majority Lenders or (b) any necessary or proper amendments to the Collateral Documents, instruments, intercreditor agreements or other agreements (i) to include any additional Indebtedness as a secured obligation under the Collateral DocumentsDocuments (including, for the avoidance of doubt, Indebtedness incurred pursuant to Section 7.01(l)), and (ii) to reflect the pari passu or junior nature of any Lien securing the Collateral in respect of any such IndebtednessIndebtedness (including, for the avoidance of doubt, any Liens granted pursuant to Section 7.02(s)), in each case, pursuant to a transaction permitted by this Agreement. Upon request by the Administrative Agent or the Collateral Agent at any time, the Majority Lenders will confirm in writing the Collateral Administrative Agent’s authority to release any Guarantor from its obligations under the applicable Guaranty or to release any Collateral from the Collateral Documents, in either case, pursuant to this Section 9.10.
(b) Upon the first occurrence of an Investment Grade Event following the Closing Date, the Liens under the Collateral Documents securing the Obligations shall automatically be released (the date of such release, the “Collateral Release Date”), whereupon the Collateral Agent shall use reasonable efforts to promptly file all such further releases, termination statements, documents, agreements, certificates and instruments and do such further acts as the Borrower may reasonably require to more effectively evidence or effectuate such release. The Administrative Agent and the Collateral Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s and/or the Collateral Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent or the Collateral Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.
Appears in 1 contract
Guaranty and Collateral Matters. (a) The Lenders (including in their capacities as a potential Hedge hereby authorize U.S. Bank and a potential Cash Management Bank) and the LC Issuer hereby irrevocably appoint and authorize Bank of America, N.A. National Association to act as Collateral Agent under the Collateral Documents Agency Agreement and Guarantythe Pledge Agreement and authorize the Administrative Agent to execute the Collateral Agency Agreement on their behalf. Collateral may be released from the Lien and security interest created by the Collateral Documents and Guarantors may be released from their obligations under the applicable Guaranty at any time or from time to time in accordance with the provisions of the Collateral Documents or as provided hereby. Upon the request of the Borrower, in connection with any transaction otherwise permitted hereunder, the Administrative Agent and/or the Collateral Agent is authorized to release Collateral that is Disposed sold, conveyed or disposed of (or whose owner ceases to be the Borrower or a GuarantorSubsidiary) and Guarantors that cease to be Restricted Persons or otherwise cease to be required to be Guarantors under the Loan Documents and to execute any intercreditor arrangements or amendments to the Collateral Documents to reflect the pari passu or junior nature of any Liens associated with Indebtedness permitted to be incurred (and so secured) hereunderDocuments, in each case, pursuant to a transaction permitted by this Agreement. Upon receipt of such request, the Administrative Agent and/or the Collateral Agent shall (and the Lenders (including in their capacities as a potential Cash Management Bank and a potential Hedge Bank) and the LC Issuer irrevocably authorize the Administrative Agent and/or the Collateral AgentAgent to) to execute, deliver or acknowledge (a) any necessary or proper instruments of termination, satisfaction or release to release (i) any Guarantor from its obligations under the applicable Guaranty if such Person ceases to be required to be a Guarantor under the Loan Documents Restricted Person as a result of a transaction permitted hereunder and (ii) any Liens on any property granted to or held by the Collateral Agent under any Loan Document (A) upon termination or expiration of the Aggregate Commitments and payment in full of all Obligations (other than (1) those expressly stated to survive termination, (2) contingent indemnification obligations, and (3) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized in the Minimum Collateral Amount or as to which other arrangements satisfactory to the LC Issuer shall have been made), (B) that is sold or otherwise disposed of (or whose owner ceases to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document, or (C) subject to Section 10.01, if approved, authorized or ratified in writing by the Majority Lenders or (b) any necessary or proper amendments to the Collateral Documents, instruments, intercreditor agreements or other agreements (i) to include any additional Indebtedness as a secured obligation under the Collateral Documents, and (ii) to reflect the pari passu or junior nature of any Lien securing the Collateral in respect of any such IndebtednessSubsidiary), in each case, pursuant to a transaction permitted by this Agreement. Upon request by the Administrative Agent or the Collateral Agent at any time, the Majority Lenders will confirm in writing the Collateral Administrative Agent’s authority to release any Guarantor from its obligations under the applicable Guaranty or to release any Collateral from the Collateral Documents, in either case, pursuant to this Section 9.10.
(b) Upon the first occurrence of an Investment Grade Event following the Closing Date, the Liens under the Collateral Documents securing the Obligations shall automatically be released (the date of such release, the “Collateral Release Date”), whereupon the Collateral Agent shall use reasonable efforts to promptly file all such further releases, termination statements, documents, agreements, certificates and instruments and do such further acts as the Borrower may reasonably require to more effectively evidence or effectuate such release. The Administrative Agent and the Collateral Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s and/or the Collateral Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent or the Collateral Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.
Appears in 1 contract
Sources: Senior Secured Term Loan Agreement (Energy Transfer Equity, L.P.)
Guaranty and Collateral Matters. TheWithout limiting the provisions of Section 9.09, each of the Lenders and theeach L/C IssuersIssuer irrevocably authorize the Administrative Agent at its option and in its discretion:
(a) The Lenders (including in their capacities as a potential Hedge Bank and a potential Cash Management Bank) and the LC Issuer hereby irrevocably appoint and authorize Bank of America, N.A. to act as Collateral Agent under the Collateral Documents and Guaranty. Collateral may be released from the Lien and security interest created by the Collateral Documents and Guarantors may be released from their obligations under the applicable Guaranty at any time or from time to time in accordance with the provisions of the Collateral Documents or as provided hereby. Upon the request of the Borrower, in connection with any transaction otherwise permitted hereunder, the Collateral Agent is authorized to release Collateral that is Disposed of (or whose owner ceases to be the Borrower or a Guarantor) and Guarantors that cease to be required to be Guarantors under the Loan Documents and to execute any intercreditor arrangements or amendments to the Collateral Documents to reflect the pari passu or junior nature of any Liens associated with Indebtedness permitted to be incurred (and so secured) hereunder, in each case, pursuant to a transaction permitted by this Agreement. Upon receipt of such request, the Collateral Agent shall (and the Lenders (including in their capacities as a potential Cash Management Bank and a potential Hedge Bank) and the LC Issuer irrevocably authorize the Collateral Agent) to execute, deliver or acknowledge (a) any necessary or proper instruments of termination, satisfaction or release to release (i) any Guarantor from its obligations under the applicable Guaranty if such Person ceases to be required to be a Guarantor under the Loan Documents as a result of a transaction permitted hereunder and (ii) any Liens Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document (Ai) upon termination or expiration of the Aggregate Commitments and payment in full of the Loans and all other Obligations that are accrued and payable and the termination of the Commitments hereunder (other than (1) those expressly stated to survive termination, (2A) contingent indemnification obligations, obligations and (3B) obligations and liabilities under Secured Guaranteed Cash Management Agreements and Secured Hedge Agreements Guaranteed Swap Contracts as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank Lender of Affiliate of a Lender shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized in the Minimum Collateral Amount or as to which other arrangements satisfactory to the LC Administrative Agent and each applicable L/C Issuer shall have been made), (Bii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan DocumentDocument or upon any applicable Loan Party being released from its Obligations hereunder (including the ESOL Assets/Equity Interests to the extent the ESOL Disposition is consummated in accordance with Section 7.05(k)), or (Ciii) subject to Section 10.01, if approved, authorized or ratified in writing by the Majority Lenders or in accordance with Section 10.01;
(b) to subordinate any necessary Lien on any property granted to or proper amendments held by the Administrative Agent, under any Loan Document to the Collateral Documentsholder of any Lien on such property that is permitted by Section 7.01(j), instruments, intercreditor agreements or other agreements 7.01(k) and 7.01(l); and
(c) to release (i) any Designated Borrower from its obligations hereunder so long as all Loans to include any additional Indebtedness as a secured obligation under the Collateral Documents, such Designated Borrower have been repaid and (ii) to reflect the pari passu any Guarantor from its obligations under any Domestic Subsidiary Guaranty, any Luxembourg Subsidiary Guaranty, any Canadian Subsidiary Guaranty, any UK Subsidiary Guaranty, any Spanish Subsidiary Guaranty or junior nature of any Lien securing the Collateral in respect of any other Guaranty executed by such IndebtednessGuarantor, as applicable, in each case, pursuant case if such Person ceases to be a Subsidiary as a result of a transaction permitted by this Agreementhereunder (including any Guarantor that is part of the ESOL Assets/Equity Interests to the extent the ESOL Disposition is consummated in accordance with Section 7.05(k)) or becomes an Excluded Subsidiary. Upon request by the Administrative Agent or the Collateral Agent at any time, the Majority Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release any Guarantor Guarantoror subordinate its interest in particular types or items of property, or to release a Loan Party or its property from its obligations under a Guarantyhereunder pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will, at the Loan Parties’ expense, execute and deliver to the applicable Loan Party such documents as the Company may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Documents or to subordinate its interest in such item, or to release such Loan Party from its obligations under the applicable Guaranty or to release any Collateral from the Collateral Loan Documents, in either case, pursuant to each case in accordance with the terms of the Loan Documents and this Section 9.10.
(b) Upon . In the first occurrence case of an Investment Grade Event following the Closing Dateany such sale, transfer of disposal of any property constituting Collateral in a transaction constituting a Disposition permitted pursuant to Section 7.05 to a Person other than a Domestic Loan Party, the Liens under created by any of the Collateral Security Documents securing on such property shall be automatically released without need for further action by the Obligations shall automatically be released Administrative Agent or any person (including the date release of such releaseany Liens on the ESOL Assets/Equity Interests upon the consummation of the ESOL Disposition in accordance with Section 7.05(k)). Without limiting the foregoing, in the “Collateral Release Date”case of any Disposition of ESOL Assets/Equity Interests in a transaction permitted pursuant to Section 7.05(k), whereupon ESOL shall be automatically released as a Subsidiary Guarantor without the Collateral need for further action by the Administrative Agent shall use reasonable efforts to promptly file all such further releases, termination statements, documents, agreements, certificates and instruments and do such further acts as the Borrower may reasonably require to more effectively evidence or effectuate such releaseany other Person. The Administrative Agent and the Collateral Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s and/or the Collateral Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent or the Collateral Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.
Appears in 1 contract
Sources: Credit Agreement (Stericycle Inc)
Guaranty and Collateral Matters. (a) The Lenders (including in their capacities as a potential Hedge hereby authorize U.S. Bank and a potential Cash Management Bank) and the LC Issuer hereby irrevocably appoint and authorize Bank of America, N.A. National Association to act as Collateral Agent under the Collateral Documents Agency Agreement and Guarantythe Pledge Agreement and authorize the Administrative Agent to execute the Collateral Agency Agreement on their behalf. Collateral may be released from the Lien and security interest created by the Collateral Documents and Guarantors may be released from their obligations under the applicable Guaranty at any time or from time to time in accordance with the provisions of the Collateral Documents or as provided hereby. Upon the request of the Borrower, in connection with any transaction otherwise permitted hereunder, the Administrative Agent and/or the Collateral Agent is authorized to release Collateral that is Disposed of (or whose owner ceases to be the Borrower or a GuarantorSubsidiary) and Guarantors that cease to be Restricted Persons or otherwise cease to be required to be Guarantors under the Loan Documents and to execute any intercreditor arrangements or amendments to the Collateral Documents to reflect the pari passu or junior nature of any Liens associated with Indebtedness permitted to be incurred (and so secured) hereunderhereunder (including, for the avoidance of doubt, Indebtedness incurred pursuant to Section 7.01(m) and secured pursuant to Section 7.02(s)), in each case, pursuant to a transaction permitted by this Agreement. Upon receipt of such request, the Administrative Agent and/or the Collateral Agent shall (and the Lenders (including in their capacities as a potential Cash Management Bank and a potential Hedge Bank) and the LC Issuer irrevocably authorize the Administrative Agent and/or the Collateral AgentAgent to) to execute, deliver or acknowledge (a) any necessary or proper instruments of termination, satisfaction or release to release (i) any Guarantor from its obligations under the applicable Guaranty if such Person ceases to be required to be a Guarantor under the Loan Documents Restricted Person as a result of a transaction permitted hereunder and (ii) any Liens on any property granted to or held by the Collateral Agent under any Loan Document (A) upon termination or expiration of the Aggregate Commitments and payment in full of all Obligations (other than (1) those expressly stated to survive termination, (2) contingent indemnification obligations, and (3) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized in the Minimum Collateral Amount or as to which other arrangements satisfactory to the LC Issuer shall have been made), (B) that is sold Disposed of (or otherwise disposed of or whose owner ceases to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document, or (Ca Subsidiary) subject to Section 10.01, if approved, authorized or ratified in writing by the Majority Lenders or (b) any necessary or proper amendments to the Collateral Documents, instruments, intercreditor agreements or other agreements (i) to include any additional Indebtedness as a secured obligation under the Collateral DocumentsDocuments (including, for the avoidance of doubt, Indebtedness incurred pursuant to Section 7.01(m)), and (ii) to reflect the pari passu or junior nature of any Lien securing the Collateral in respect of any such IndebtednessIndebtedness (including, for the avoidance of doubt, any Liens granted pursuant to Section 7.02(s)), in each case, pursuant to a transaction permitted by this Agreement. Upon request by the Administrative Agent or the Collateral Agent at any time, the Majority Lenders will confirm in writing the Collateral Administrative Agent’s authority to release any Guarantor from its obligations under the applicable Guaranty or to release any Collateral from the Collateral Documents, in either case, pursuant to this Section 9.10.
(b) Upon the first occurrence of an Investment Grade Event following the Closing Date, the Liens under the Collateral Documents securing the Obligations shall automatically be released (the date of such release, the “Collateral Release Date”), whereupon the Collateral Agent shall use reasonable efforts to promptly file all such further releases, termination statements, documents, agreements, certificates and instruments and do such further acts as the Borrower may reasonably require to more effectively evidence or effectuate such release. The Administrative Agent and the Collateral Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s and/or the Collateral Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent or the Collateral Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.
Appears in 1 contract
Sources: Senior Secured Term Loan Agreement (Energy Transfer Equity, L.P.)
Guaranty and Collateral Matters. (a) The Lenders (including in their capacities as a potential Hedge hereby authorize U.S. Bank and a potential Cash Management Bank) and the LC Issuer hereby irrevocably appoint and authorize Bank of America, N.A. National Association to act as Collateral Agent under the Collateral Documents Agency Agreement and Guarantythe Pledge Agreement and authorize the Administrative Agent to execute the Collateral Agency Agreement on their behalf. Collateral may be released from the Lien and security interest created by the Collateral Documents and Guarantors may be released from their obligations under the applicable Guaranty at any time or from time to time in accordance with the provisions of the Collateral Documents or as provided hereby. Upon the request of the Borrower, in connection with any transaction otherwise permitted hereunder, the Administrative Agent and/or the Collateral Agent is authorized to release Collateral that is Disposed of (or whose owner ceases to be the Borrower or a GuarantorSubsidiary) and Guarantors that cease to be Restricted Persons or otherwise cease to be required to be Guarantors under the Loan Documents and to execute any intercreditor arrangements or amendments to the Collateral Documents to reflect the pari passu or junior nature of any Liens associated with Indebtedness permitted to be incurred (and so secured) hereunderhereunder (including, for the avoidance of doubt, Indebtedness incurred pursuant to Section 7.01(l) and secured pursuant to Section 7.02(s)), in each case, pursuant to a transaction permitted by this Agreement. In addition, upon the request of the Borrower, the Administrative Agent and/or the Collateral Agent is authorized to amend the Collateral Documents to provide for the exclusion of the Excluded ETP LLC Assets from the grant of the Lien provided for therein as security for the Obligations so long as, contemporaneously therewith, the Excluded ETP LLC Assets are also excluded from the grant of the Lien provided for therein as security for the Revolving Obligations. Upon receipt of any such request, the Administrative Agent and/or the Collateral Agent shall (and the Lenders (including in their capacities as a potential Cash Management Bank and a potential Hedge Bank) and the LC Issuer irrevocably authorize the Administrative Agent and/or the Collateral AgentAgent to) to execute, deliver or acknowledge (a) any necessary or proper instruments of termination, satisfaction or release to release (i) any Guarantor from its obligations under the applicable Guaranty if such Person ceases to be required to be a Guarantor under the Loan Documents Restricted Person as a result of a transaction permitted hereunder and (ii) any Liens on any property granted Collateral that is Disposed of (or whose owner ceases to or held by the Collateral Agent under any Loan Document (A) upon termination or expiration of the Aggregate Commitments and payment in full of all Obligations (other than (1) those expressly stated to survive termination, (2) contingent indemnification obligations, and (3) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized in the Minimum Collateral Amount or as to which other arrangements satisfactory to the LC Issuer shall have been madebe a Subsidiary), (B) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document, or (C) subject to Section 10.01, if approved, authorized or ratified in writing by the Majority Lenders or (b) any necessary or proper amendments to the Collateral Documents, instruments, intercreditor agreements or other agreements (i) to include any additional Indebtedness as a secured obligation under the Collateral DocumentsDocuments (including, for the avoidance of doubt, Indebtedness incurred pursuant to Section 7.01(l)), and (ii) to reflect the pari passu or junior nature of any Lien securing the Collateral in respect of any such IndebtednessIndebtedness (including, for the avoidance of doubt, any Liens granted pursuant to Section 7.02(s)), in each case, pursuant to a transaction permitted by this Agreement, or (c) any necessary or proper amendments or other modifications to the Collateral Documents or other agreements or filings to exclude the Excluded ETP LLC Assets from the grant of the Lien provided for in the Collateral Documents as security for the Obligations. Upon request by the Administrative Agent or the Collateral Agent at any time, the Majority Lenders will confirm in writing the Collateral Administrative Agent’s authority to release any Guarantor from its obligations under the applicable Guaranty or to release any Collateral from the Collateral Documents, in either case, pursuant to this Section 9.10.
(b) Upon the first occurrence of an Investment Grade Event following the Closing Date, the Liens under the Collateral Documents securing the Obligations shall automatically be released (the date of such release, the “Collateral Release Date”), whereupon the Collateral Agent shall use reasonable efforts to promptly file all such further releases, termination statements, documents, agreements, certificates and instruments and do such further acts as the Borrower may reasonably require to more effectively evidence or effectuate such release. The Administrative Agent and the Collateral Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s and/or the Collateral Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent or the Collateral Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.
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Sources: Senior Secured Term Loan Agreement (Energy Transfer Equity, L.P.)
Guaranty and Collateral Matters. (a) The Lenders (including in their capacities as a potential Hedge Bank and a potential Cash Management Bank) and the LC Issuer hereby Bank Product Provider irrevocably appoint authorize and authorize Bank of Americadirect the Administrative Agent to, N.A. to act as Collateral Agent under the Collateral Documents and Guaranty. Collateral may be released from the Lien and security interest created by the Collateral Documents and Guarantors may be released from their obligations under the applicable Guaranty at any time or from time to time in accordance with the provisions of the Collateral Documents or as provided hereby. Upon the request of the Borrower, in connection with any transaction otherwise permitted hereunder, the Collateral Agent is authorized to release Collateral that is Disposed of (or whose owner ceases to be the Borrower or a Guarantor) and Guarantors that cease to be required to be Guarantors under the Loan Documents and to execute any intercreditor arrangements or amendments to the Collateral Documents to reflect the pari passu or junior nature of any Liens associated with Indebtedness permitted to be incurred (and so secured) hereunder, in each case, pursuant to a transaction permitted by this Agreement. Upon receipt of such request, the Collateral Agent shall (and the Lenders (including in their capacities as a potential Cash Management Bank and a potential Hedge Bank) and the LC Issuer irrevocably authorize the Collateral Agent) to executeAdministrative Agent shall, deliver or acknowledge (a) any necessary or proper instruments of termination, satisfaction or automatically release to release (i) any Guarantor from its obligations under the applicable Guaranty upon the payment in full of the Obligations or if such Person ceases to be required to be a Guarantor under the Loan Documents Credit Party or a Restricted Subsidiary or becomes an Excluded Subsidiary as a result of a an action or transaction permitted hereunder hereunder. In connection with such release, the Administrative Agent shall promptly execute and (ii) any Liens on any property granted to or held by the Collateral Agent under any Loan Document (A) upon termination or expiration of the Aggregate Commitments and payment in full of all Obligations (other than (1) those expressly stated to survive termination, (2) contingent indemnification obligations, and (3) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory deliver to the applicable Cash Management Bank or Hedge Bank Credit Party, at the Borrowers’ expense, all documents that the applicable Credit Party shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized in the Minimum Collateral Amount or as reasonably request to which other arrangements satisfactory to the LC Issuer shall have been made), (B) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document, or (C) subject to Section 10.01, if approved, authorized or ratified in writing by the Majority Lenders or (b) any necessary or proper amendments to the Collateral Documents, instruments, intercreditor agreements or other agreements (i) to include any additional Indebtedness as a secured obligation under the Collateral Documents, and (ii) to reflect the pari passu or junior nature of any Lien securing the Collateral in respect of any evidence such Indebtedness, in each case, pursuant to a transaction permitted by this Agreementrelease. Upon request by the Administrative Agent or the Collateral Agent at any time, the Majority Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release any Guarantor from its obligations under the applicable Guaranty or to release any Collateral from the Collateral Documents, in either case, pursuant to this Section 9.10Section.
(b) Upon the first occurrence sale, lease, transfer or other disposition of an Investment Grade Event following any item of Collateral (including, without limitation, for the Closing Dateavoidance of doubt, any Permitted Securitization Assets pursuant to a Permitted Receivables FacilityFinancing permitted hereunder) of any Credit Party or a Restricted Subsidiary (including, without limitation, as a result of the sale, in accordance with the terms of the Credit Documents, of a Credit Party or Restricted Subsidiary that owns such Collateral but excluding Dispositions among Credit Parties) in accordance with the terms of the Credit Documents, the Liens security interest created in such item of Collateral under the Collateral Credit Documents securing the Obligations shall be automatically be released (the date of such release, the “Collateral Release Date”), whereupon the Collateral Agent shall use reasonable efforts to promptly file all such further releases, termination statements, documents, agreements, certificates and instruments and do such further acts as the Borrower may reasonably require to more effectively evidence or effectuate such release. The Administrative Agent and the Collateral Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s and/or the Collateral Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent will, at the Borrowers’ expense, execute and deliver to such Credit Party such documents as such Credit Party or Restricted Subsidiary may reasonably request to evidence the release of such item of Collateral Agent be responsible or liable to from the Lenders for any failure to monitor or maintain any portion assignment and security interest granted under the Credit Documents in accordance with the terms of the CollateralCredit Documents and, if applicable, the release of such Credit Party or Restricted Subsidiary from its obligations under the Guaranty and the Security Agreement. Upon the payment in full in cash of the Obligations, the Administrative Agent shall take such action as may be reasonably required by the Borrowers, at the expense of the Borrowers, to release the Liens and the Guaranty created by the Credit Documents.
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Guaranty and Collateral Matters. (a) The Lenders (including in their capacities as a potential Hedge Bank and a potential Cash Management Bank) and the LC Issuer hereby Bank Product Provider irrevocably appoint authorize and authorize Bank of Americadirect the Administrative Agent to, N.A. to act as Collateral Agent under the Collateral Documents and Guaranty. Collateral may be released from the Lien and security interest created by the Collateral Documents and Guarantors may be released from their obligations under the applicable Guaranty at any time or from time to time in accordance with the provisions of the Collateral Documents or as provided hereby. Upon the request of the Borrower, in connection with any transaction otherwise permitted hereunder, the Collateral Agent is authorized to release Collateral that is Disposed of (or whose owner ceases to be the Borrower or a Guarantor) and Guarantors that cease to be required to be Guarantors under the Loan Documents and to execute any intercreditor arrangements or amendments to the Collateral Documents to reflect the pari passu or junior nature of any Liens associated with Indebtedness permitted to be incurred (and so secured) hereunder, in each case, pursuant to a transaction permitted by this Agreement. Upon receipt of such request, the Collateral Agent shall (and the Lenders (including in their capacities as a potential Cash Management Bank and a potential Hedge Bank) and the LC Issuer irrevocably authorize the Collateral Agent) to executeAdministrative Agent shall, deliver or acknowledge (a) any necessary or proper instruments of termination, satisfaction or automatically release to release (i) any Guarantor from its obligations under the applicable Guaranty upon the payment in full of the Obligations or if such Person ceases to be required to be a Guarantor under the Loan Documents Credit Party or a Restricted Subsidiary or becomes an Excluded Subsidiary as a result of a an action or transaction permitted hereunder hereunder. In connection with such release, the Administrative Agent shall promptly execute and (ii) any Liens on any property granted to or held by the Collateral Agent under any Loan Document (A) upon termination or expiration of the Aggregate Commitments and payment in full of all Obligations (other than (1) those expressly stated to survive termination, (2) contingent indemnification obligations, and (3) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory deliver to the applicable Cash Management Bank or Hedge Bank Credit Party, at the Borrowers’ expense, all documents that the applicable Credit Party shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized in the Minimum Collateral Amount or as reasonably request to which other arrangements satisfactory to the LC Issuer shall have been made), (B) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document, or (C) subject to Section 10.01, if approved, authorized or ratified in writing by the Majority Lenders or (b) any necessary or proper amendments to the Collateral Documents, instruments, intercreditor agreements or other agreements (i) to include any additional Indebtedness as a secured obligation under the Collateral Documents, and (ii) to reflect the pari passu or junior nature of any Lien securing the Collateral in respect of any evidence such Indebtedness, in each case, pursuant to a transaction permitted by this Agreementrelease. Upon request by the Administrative Agent or the Collateral Agent at any time, the Majority Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release any Guarantor from its obligations under the applicable Guaranty or to release any Collateral from the Collateral Documents, in either case, pursuant to this Section 9.10Section.
(b) Upon the first occurrence sale, lease, transfer or other disposition of an Investment Grade Event following any item of Collateral (including, without limitation, for the Closing Dateavoidance of doubt, any Permitted Securitization Assets pursuant to a Permitted Receivables Facility permitted hereunder) of any Credit Party or a Restricted Subsidiary (including, without limitation, as a result of the sale, in accordance with the terms of the Credit Documents, of a Credit Party or Restricted Subsidiary that owns such Collateral but excluding Dispositions among Credit Parties) in accordance with the terms of the Credit Documents, the Liens security interest created in such item of Collateral under the Collateral Credit Documents securing the Obligations shall be automatically be released (the date of such release, the “Collateral Release Date”), whereupon the Collateral Agent shall use reasonable efforts to promptly file all such further releases, termination statements, documents, agreements, certificates and instruments and do such further acts as the Borrower may reasonably require to more effectively evidence or effectuate such release. The Administrative Agent and the Collateral Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s and/or the Collateral Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent will, at the Borrowers’ expense, execute and deliver to such Credit Party such documents as such Credit Party or Restricted Subsidiary may reasonably request to evidence the release of such item of Collateral Agent be responsible or liable to from the Lenders for any failure to monitor or maintain any portion assignment and security interest granted under the Credit Documents in accordance with the terms of the CollateralCredit Documents and, if applicable, the release of such Credit Party or Restricted Subsidiary from its obligations under the Guaranty and the Security Agreement. Upon the payment in full in cash of the Obligations, the Administrative Agent shall take such action as may be reasonably required by the Borrowers, at the expense of the Borrowers, to release the Liens and the Guaranty created by the Credit Documents.
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Guaranty and Collateral Matters. (a) The Lenders (including in their capacities as a potential Hedge Bank and a potential Cash Management Bank) and the LC Issuer hereby irrevocably appoint and authorize Bank of America, N.A. to act as Collateral Agent under the Collateral Documents and Guaranty. Collateral may be released from the Lien and security interest created by the Collateral Documents and Guarantors may be released from their obligations under the applicable Guaranty at any time or from time to time in accordance with the provisions of the Collateral Documents or as provided hereby. Upon the request of the Borrower, in connection with any transaction otherwise permitted hereunder, the Collateral Agent is authorized to release Collateral that is Disposed of (or whose owner ceases to be the Borrower or a Guarantor) and Guarantors that cease to be required to be Guarantors under the Loan Documents and to execute any intercreditor arrangements or amendments to the Collateral Documents to reflect the pari passu or junior nature of any Liens associated with Indebtedness permitted to be incurred (and so secured) hereunder, in each case, pursuant to a transaction permitted by this Agreement. Upon receipt of such request, the Collateral Agent shall (and the Lenders (including in their capacities as a potential Cash Management Bank and a potential Hedge Bank) and the LC Issuer irrevocably authorize the Administrative Agents and the Collateral Agent) to execute, deliver or acknowledge (a) any necessary or proper instruments of termination, satisfaction or release at their option and in their discretion to release (i) any Guarantor from its obligations under the applicable Guaranty any Loan Documents if such Person ceases to be required to be a Guarantor under the Loan Documents Material Subsidiary as a result of a transaction permitted hereunder under the Loan Documents (and the Administrative Agents and Collateral Agent may rely conclusively on a certificate to that effect provided to them by the Borrower upon the reasonable request of either Administrative Agent or the Collateral Agent without further inquiry) and (ii) any Liens Lien (or subordinate such Lien) on any property granted to or held by the assets constituting Collateral Agent under any Loan Document (Aw) upon termination or expiration the grantor of the Aggregate Commitments and payment in full of all Obligations such Lien (if other than (1the Borrower) those expressly stated ceasing to survive terminationbe a Guarantor, (2x) contingent indemnification obligations, and (3) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to upon the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized in the Minimum Collateral Amount or as to which other arrangements satisfactory to the LC Issuer shall have been made), (B) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition of such assets as a result of a transaction permitted hereunder under the Loan Documents (and the Administrative Agents and Collateral Agent may rely conclusively on a certificate to that effect provided to them by the Borrower upon the reasonable request of either Administrative Agent or under any other Loan Documentthe Collateral Agent without further inquiry), or (Cy) subject to Section 10.01, if approved, authorized or ratified in writing by the Majority Lenders in accordance with Section 10.2 or (bz) upon the payment in full of all Loan Document Obligations, termination or expiration of the Commitments of the Lenders to make any necessary Loan or proper amendments to issue any Letter of Credit and termination or cash collateralization in accordance with the Collateral Documents, instruments, intercreditor agreements or other agreements (i) to include any additional Indebtedness as a secured obligation under the Collateral Documents, and (ii) to reflect the pari passu or junior nature provisions of any Lien securing the Collateral in respect this Agreement of any such Indebtedness, in each case, pursuant to a transaction permitted by this Agreementall Letters of Credit. Upon request by the Administrative Agent Agents or the Collateral Agent at any time, the Majority Required Lenders will confirm in writing the Administrative Agents’ and the Collateral Agent’s authority to release any Guarantor from its obligations under the applicable Guaranty or to release Liens on any Collateral from granted pursuant to the Collateral Documents, in either case, Security Documents pursuant to this Section 9.10.
(b) Upon the first occurrence of an Investment Grade Event following the Closing Date9.9. In each case as specified in this Section 9.9, the Liens under the Collateral Documents securing the Obligations shall automatically be released (the date of such release, the “Collateral Release Date”), whereupon the Collateral Agent shall use reasonable efforts to promptly file all such further releases, termination statements, documents, agreements, certificates and instruments and do such further acts as the Borrower may reasonably require to more effectively evidence or effectuate such release. The Administrative Agent Agents and the Collateral Agent shall not be responsible for will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to release such Guarantor from its obligations under the Guaranty or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of such Liens on the Collateral, in each case in accordance with the existence, priority or perfection terms of the Administrative Agent’s and/or Loan Documents and this Section 9.9. If, in compliance with the Collateral Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent or the Collateral Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion terms and provisions of the CollateralLoan Documents, all or substantially all of the Equity Interests or property of any Guarantor are sold or otherwise transferred (a “Transferred Guarantor”) to a person or persons, none of which is a Loan Party, such Transferred Guarantor shall, upon the consummation of such sale or transfer, be automatically released from its obligations under this Agreement (including under Section 10.3 hereof).
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Guaranty and Collateral Matters. (a) The Lenders (including in their capacities Each Secured Party hereby authorizes the Administrative Agent or Collateral Agent, as a potential Hedge Bank applicable, on behalf of and a potential Cash Management Bank) for the benefit of Secured Parties, to be the agent for and representative of Secured Parties with respect to the Guaranty, the Collateral and the LC Issuer hereby irrevocably appoint and authorize Bank of AmericaSecurity Documents, N.A. to act as applicable; provided that neither the Administrative Agent nor Collateral Agent under shall owe any fiduciary duty, duty of loyalty, duty of care, duty of disclosure or any other obligation whatsoever to any holder of Secured Obligations with respect to any Secured Hedging Agreement. Subject to Section 10.01, without further written consent or authorization from any Secured Party, the Administrative Agent or Collateral Documents and Guaranty. Collateral Agent, as applicable, may be released from the Lien and security interest created by the Collateral Documents and Guarantors may be released from their obligations under the applicable Guaranty at execute any time documents or from time instruments necessary to time in accordance with the provisions of the Collateral Documents or as provided hereby. Upon the request of the Borrower, (i) in connection with any transaction otherwise permitted hereunder, the Collateral Agent is authorized to release Collateral that is Disposed a sale or disposition of (or whose owner ceases to be the Borrower or a Guarantor) and Guarantors that cease to be required to be Guarantors under the Loan Documents and to execute any intercreditor arrangements or amendments to the Collateral Documents to reflect the pari passu or junior nature of any Liens associated with Indebtedness permitted to be incurred (and so secured) hereunder, in each case, pursuant to a transaction assets permitted by this Agreement. Upon receipt , release any Liens encumbering any item of Collateral that is the subject of such requestsale or other disposition of assets or to which the Required Lenders (or such other Lenders as may be required to give such consent under Section 10.01) have otherwise consented or (ii) release any Guarantor from the Guaranty pursuant to Section 10.19 or with respect to which Required Lenders (or such other Lenders as may be required to give such consent under Section 10.01) have otherwise consented.
(b) Subject to Section 2.10 of the Guaranty, the Collateral Agent shall (and the Lenders (including in their capacities as a potential Cash Management Bank and a potential Hedge Bank) and the LC Issuer irrevocably authorize the Administrative Agent or Collateral Agent) to execute, deliver or acknowledge (a) any necessary or proper instruments of terminationas applicable, satisfaction or release to release (i) any Guarantor from its obligations under the applicable Guaranty if such Person ceases in accordance with the terms of Section 10.19. Upon request by the Administrative Agent or Collateral Agent, as applicable, at any time, the Required Lenders will confirm in writing the Administrative Agent’s or Collateral Agent’s authority to be required to be a release any Guarantor from its obligations under the Loan Documents as a result of a transaction permitted hereunder Guaranty pursuant to this Section 9.10.
(c) The Lenders irrevocably authorize the Collateral Agent, at its option and (ii) in its discretion, to release any Liens Lien on any property granted to or held by the Collateral Agent under any Loan Document (A) upon termination or expiration in accordance with the terms of the Aggregate Commitments and payment in full of all Obligations (other than (1) those expressly stated to survive termination, (2) contingent indemnification obligations, and (3) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized in the Minimum Collateral Amount or as to which other arrangements satisfactory to the LC Issuer shall have been made), (B) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document, or (C) subject to Section 10.01, if approved, authorized or ratified in writing by the Majority Lenders or (b) any necessary or proper amendments to the Collateral Documents, instruments, intercreditor agreements or other agreements (i) to include any additional Indebtedness as a secured obligation under the Collateral Documents, and (ii) to reflect the pari passu or junior nature of any Lien securing the Collateral in respect of any such Indebtedness, in each case, pursuant to a transaction permitted by this Agreement10.19. Upon request by the Administrative Agent or the Collateral Agent at any time, the Majority Required Lenders will confirm in writing the Collateral Agent’s authority to release any Guarantor from its obligations under the applicable Guaranty interest in particular types or to release any Collateral from the Collateral Documents, items of property in either case, pursuant to accordance with this Section 9.10.
(b) Upon the first occurrence of an Investment Grade Event following the Closing Date, the Liens under the Collateral Documents securing the Obligations shall automatically be released (the date of such release, the “Collateral Release Date”), whereupon the Collateral Agent shall use reasonable efforts to promptly file all such further releases, termination statements, documents, agreements, certificates and instruments and do such further acts as the Borrower may reasonably require to more effectively evidence or effectuate such release. The Administrative Agent and the Collateral Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s and/or the Collateral Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent or the Collateral Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.
Appears in 1 contract
Guaranty and Collateral Matters. (a) The Lenders (including in their capacities as a potential Hedge Bank and a potential Cash Management Bank) and the LC Issuer hereby irrevocably appoint and authorize Bank of America, N.A. to act as Collateral Agent under the Collateral Documents and Guaranty. Collateral may be released from the Lien and security interest created by the Collateral Documents and Guarantors may be released from their obligations under the applicable Guaranty at any time or from time to time in accordance with the provisions of the Collateral Documents or as provided hereby. Upon the request of the Borrower, in connection with any transaction otherwise permitted hereunder, the Collateral Agent is authorized to release Collateral that is Disposed of (or whose owner ceases to be the Borrower or a Guarantor) and Guarantors that cease to be required to be Guarantors under the Loan Documents and to execute any intercreditor arrangements or amendments to the Collateral Documents to reflect the pari passu or junior nature of any Liens associated with Indebtedness permitted to be incurred (and so secured) hereunder, in each case, pursuant to a transaction permitted by this Agreement. Upon receipt of such request, the Collateral Agent shall (and the Lenders (including in their capacities as a potential Cash Management Bank and a potential Hedge Bank) and the LC Issuer irrevocably authorize the Collateral Agent) to execute, deliver or acknowledge (a) any necessary or proper instruments of termination, satisfaction or release to release (i) The Company shall, and shall cause each of its Subsidiaries (other than any Guarantor from Excluded Subsidiary (as defined below)) to guarantee the Debenture Obligations as set forth the Guaranty and Security Agreement referred to below and to grant security interests and liens on its obligations under real and personal property as provided below in this Section (4)(l) and in the applicable Guaranty if such Person ceases and Security Agreement, the Mortgages, the Leasehold Mortgages and the other Security Documents referred to below. The Collateral Agent, for the ratable benefit of the Secured Parties, shall have a first priority, perfected lien on all Collateral purported to be required to be a Guarantor granted under the Loan Documents as a result of a transaction permitted hereunder and any Security Document at all times.
(ii) The Company shall, and shall cause each of its Subsidiaries (other than any Liens on any property granted Excluded Subsidiary except Plug Power Europe SAS, an entity organized under the laws of France) to or held grant security interests and liens and to take such actions requested by the Collateral Agent under to perfect such security interests and liens in all personal and real property of the Company and its Subsidiaries (other than any Loan Document Excluded Property).
(iii) Within thirty (30) days of the formation or acquisition of any new Subsidiary or any Subsidiary ceasing to be an Immaterial Subsidiary or Excluded Subsidiary, the Company shall cause such Subsidiary (A) upon termination or expiration of the Aggregate Commitments to execute and payment in full of all Obligations (other than (1) those expressly stated to survive termination, (2) contingent indemnification obligations, and (3) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory deliver a joinder agreement to the applicable Cash Management Bank or Hedge Bank shall have been made) Guaranty and the expiration or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized in the Minimum Collateral Amount or as to which other arrangements satisfactory to the LC Issuer shall have been made)Security Agreement, (B) that is sold or otherwise disposed of or to be sold or otherwise disposed of execute and deliver such other Security Documents as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document, or the Collateral Agent requests and (C) subject to Section 10.01, if approved, authorized or ratified in writing by the Majority Lenders or (b) any necessary or proper amendments deliver to the Collateral DocumentsAgent such opinion letters, surveys, title policies, environmental reports, estoppel letters and other information, documents and instruments, intercreditor agreements for all documents referred to in this sub-clause (iii), each in form and substance reasonably satisfactory to the Collateral Agent, as the Collateral Agent may request in connection therewith.
(iv) The Company shall, and shall cause each of its Subsidiaries to, promptly (and in any event within three (3) Business Days of receipt thereof) deposit into a deposit account subject to a deposit account control agreement in favor of the Collateral Agent all proceeds of accounts receivables of the Company and its Subsidiaries over which the Collateral Agent has purportedly been granted a security interest under any Security Document.
(v) Upon the acquisition of any fee owned real property that is not Excluded Property, the Company shall, or shall cause the applicable Subsidiary(ies) to, execute and/or deliver to the Collateral Agent a duly executed Mortgage, together with such other agreements Security Documents requested by the Collateral Agent, each in form, scope and substance reasonably satisfactory to the Collateral Agent, within sixty (i60) days of the acquisition thereof. Upon the entry into a lease of real property that is or is intended to include any additional Indebtedness be used as a secured obligation under manufacturing facility or hydrogen plant, the Company shall, or shall cause the applicable Subsidiary(ies) lessee(s), to execute and/or deliver to the Collateral DocumentsAgent a duly executed Leasehold Mortgage, together with such other Security Documents requested by the Collateral Agent, each in form, scope and substance reasonably satisfactory to the Collateral Agent, within sixty (ii60) to reflect days of the pari passu or junior nature execution of the applicable lease. Upon the entry into a lease of any Lien securing other property that is or is intended to be used to maintain equipment or inventory with a value in excess of $2,000,000 in aggregate, the Company shall, or shall cause the applicable Subsidary(ies) lessee(s) and the landlord to execute and deliver a landlord access and waiver agreement in form, scope and substance reasonably acceptable to the Collateral in respect Agent, within sixty (60) days of the execution of the applicable lease. Within five (5) days of any such Indebtednessacquisition of any fee owned real property or of any entry into a lease of such leased property (irrespective of whether such property is Excluded Property), in each case, pursuant to a transaction permitted by this Agreement. Upon request by the Administrative Agent or Company shall notify the Collateral Agent at any timein writing of such event and provide details of such acquisition or leased arrangement to include the owner or lessee of such property, the Majority Lenders will confirm location of such property and such other details as the Collateral Agent may request.
(vi) The Company shall, and shall cause each of its Subsidiaries, to do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, each in writing form and substance reasonably satisfactory to the Collateral Agent’s authority to release any Guarantor from its obligations under the applicable Guaranty or to release any Collateral from , as the Collateral Documents, Agent may reasonably request in either case, pursuant order to carry out the intent and accomplish the purposes of this Section 9.10(4)(l).
(bvii) Upon the first occurrence of an Investment Grade Event following the Closing Date, the Liens under the Collateral Documents securing the Obligations shall automatically be released (the date of such release, the “Collateral Release Date”), whereupon the Collateral Agent shall use reasonable efforts to promptly file all such further releases, termination statements, documents, agreements, certificates and instruments and do such further acts as the Borrower may reasonably require to more effectively evidence or effectuate such release. The Administrative Agent and the Collateral Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s and/or the Collateral Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent or the Collateral Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.As used herein,
Appears in 1 contract
Sources: Secured Debenture Purchase Agreement (Plug Power Inc)
Guaranty and Collateral Matters. (a) The Lenders (including in their capacities Each Secured Party hereby authorizes the Administrative Agent or Collateral Agent, as a potential Hedge Bank applicable, on behalf of and a potential Cash Management Bank) for the benefit of Secured Parties, to be the agent for and representative of Secured Parties with respect to the Guaranty, the Collateral and the LC Issuer hereby irrevocably appoint and authorize Bank of AmericaSecurity Documents, N.A. as applicable. Subject to act Section 10.01, without further written consent or authorization from any Secured Party, the Administrative Agent or Collateral Agent, as Collateral Agent under the Collateral Documents and Guaranty. Collateral applicable, may be released from the Lien and security interest created by the Collateral Documents and Guarantors may be released from their obligations under the applicable Guaranty at execute any time documents or from time instruments necessary to time in accordance with the provisions of the Collateral Documents or as provided hereby. Upon the request of the Borrower, (i) in connection with any transaction otherwise permitted hereunder, the Collateral Agent is authorized to release Collateral that is Disposed a sale or disposition of (or whose owner ceases to be the Borrower or a Guarantor) and Guarantors that cease to be required to be Guarantors under the Loan Documents and to execute any intercreditor arrangements or amendments to the Collateral Documents to reflect the pari passu or junior nature of any Liens associated with Indebtedness permitted to be incurred (and so secured) hereunder, in each case, pursuant to a transaction assets permitted by this Agreement. Upon receipt , release any Liens encumbering any item of Collateral that is the subject of such requestsale or other disposition of assets or to which the Required Lenders (or such other Lenders as may be required to give such consent under Section 10.01) have otherwise consented or (ii) release any Guarantor from the Guaranty pursuant to Section 10.19 or with respect to which Required Lenders (or such other Lenders as may be required to give such consent under Section 10.01) have otherwise consented.
(b) Subject to Section 2.10 of the Guaranty, the Collateral Agent shall (and the Lenders (including in their capacities as a potential Cash Management Bank and a potential Hedge Bank) and the LC Issuer irrevocably authorize the Administrative Agent or Collateral Agent) to execute, deliver or acknowledge (a) any necessary or proper instruments of terminationas applicable, satisfaction or release to release (i) any Guarantor from its obligations under the applicable Guaranty if such Person ceases in accordance with the terms of Section 10.19. Upon request by the Administrative Agent or Collateral Agent, as applicable, at any time, the Required Lenders will confirm in writing the Administrative Agent’s or Collateral Agent’s authority to be required to be a release any Guarantor from its obligations under the Loan Documents as a result of a transaction permitted hereunder Guaranty pursuant to this Section 9.10.
(c) The Lenders irrevocably authorize the Collateral Agent, at its option and (ii) in its discretion, to release any Liens Lien on any property granted to or held by the Collateral Agent under any Loan Document (A) upon termination or expiration in accordance with the terms of the Aggregate Commitments and payment in full of all Obligations (other than (1) those expressly stated to survive termination, (2) contingent indemnification obligations, and (3) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized in the Minimum Collateral Amount or as to which other arrangements satisfactory to the LC Issuer shall have been made), (B) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document, or (C) subject to Section 10.01, if approved, authorized or ratified in writing by the Majority Lenders or (b) any necessary or proper amendments to the Collateral Documents, instruments, intercreditor agreements or other agreements (i) to include any additional Indebtedness as a secured obligation under the Collateral Documents, and (ii) to reflect the pari passu or junior nature of any Lien securing the Collateral in respect of any such Indebtedness, in each case, pursuant to a transaction permitted by this Agreement10.19. Upon request by the Administrative Agent or the Collateral Agent at any time, the Majority Required Lenders will confirm in writing the Collateral Agent’s authority to release its interest in particular types or items of property in accordance with this Section 9.10. In connection with any Guarantor from its obligations under the applicable Guaranty or to release any Collateral from the Collateral Documents, in either case, contemplated pursuant to this Section 9.10.
(b) Upon the first occurrence of an Investment Grade Event following the Closing Date, the Liens under the Collateral Documents securing the Obligations shall automatically be released (the date of such release, the “Collateral Release Date”), whereupon Administrative Agent and/or the Collateral Agent shall use reasonable efforts be entitled to promptly file all such further releases, termination statements, documents, agreements, certificates and instruments and do such further acts as a certificate of a Responsible Officer of the Borrower may reasonably require stating that such release is authorized and permitted pursuant to more effectively evidence or effectuate such release. The the Loan Documents, upon which the Administrative Agent and the Collateral Agent may conclusively rely.
(d) Neither Administrative Agent nor Collateral Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s and/or the Collateral any Agent’s Lien thereon, or any certificate prepared by the Borrower or any Loan Party Guarantor in connection therewith, nor shall the Administrative Agent or the Collateral Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.
(e) Each party to this Agreement acknowledges and agrees that the Agents shall have no obligation to file financing statements, amendments to financing statements, or continuation statements, or to perfect or maintain the perfection of any Agent’s Lien on the Collateral, other than, in each case, as instructed by the Required Lenders or counsel to the Required Lenders, together with the form of such financing statement to be filed.
Appears in 1 contract
Guaranty and Collateral Matters. (a) The Lenders (including in their capacities as a potential Hedge hereby authorize U.S. Bank and a potential Cash Management Bank) and the LC Issuer hereby irrevocably appoint and authorize Bank of America, N.A. National Association to act as Collateral Agent under the Collateral Documents Agency Agreement and Guarantythe Pledge Agreement and authorize the Administrative Agent to execute the Collateral Agency Agreement on their behalf. Collateral may be released from the Lien and security interest created by the Collateral Documents and Guarantors may be released from their obligations under the applicable Guaranty at any time or from time to time in accordance with the provisions of the Collateral Documents or as provided hereby. Upon the request of the Borrower, in connection with any transaction otherwise permitted hereunder, the Administrative Agent and/or the Collateral Agent is authorized to release Collateral that is Disposed of (or whose owner ceases to be the Borrower or a GuarantorSubsidiary) and Guarantors that cease to be Restricted Persons or otherwise cease to be required to be Guarantors under the Loan Documents and to execute any intercreditor arrangements or amendments to the Collateral Documents to reflect the pari passu or junior nature of any Liens associated with Indebtedness permitted to be incurred (and so secured) hereunderhereunder (including, for the avoidance of doubt, Indebtedness incurred pursuant to Section 7.01(m) and secured pursuant to Section 7.02(s)), in each case, pursuant to a transaction permitted by this Agreement. Upon receipt of such request, the Administrative Agent and/or the Collateral Agent shall (and the Lenders (including in their capacities as a potential Cash Management Bank and a potential Hedge Bank) and the LC Issuer irrevocably authorize the Administrative Agent and/or the Collateral AgentAgent to) to execute, deliver or acknowledge (a) any necessary or proper instruments of termination, satisfaction or release to release (i) any Guarantor from its obligations under the applicable Guaranty if such Person ceases to be required to be a Guarantor under the Loan Documents Restricted Person as a result of a transaction permitted hereunder and (ii) any Liens on any property granted to or held by the Collateral Agent under any Loan Document (A) upon termination or expiration of the Aggregate Commitments and payment in full of all Obligations (other than (1) those expressly stated to survive termination, (2) contingent indemnification obligations, and (3) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized in the Minimum Collateral Amount or as to which other arrangements satisfactory to the LC Issuer shall have been made), (B) that is sold Disposed of (or otherwise disposed of or whose owner ceases to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document, or (Ca Subsidiary) subject to Section 10.01, if approved, authorized or ratified in writing by the Majority Lenders or (b) any necessary or proper amendments to the Collateral Documents, instruments, intercreditor agreements or other agreements (i) to include any additional Indebtedness as a secured obligation under the Collateral DocumentsDocuments (including, for the avoidance of doubt, Indebtedness incurred pursuant to Section 7.01(m)), and (ii) to reflect the pari passu or junior nature of any Lien securing the Collateral in respect of any such IndebtednessIndebtedness (including, for the avoidance of doubt, any Liens granted pursuant to Section 7.02 (s)), in each case, pursuant to a transaction permitted by this Agreement. Upon request by the Administrative Agent or the Collateral Agent at any time, the Majority Lenders will confirm in writing the Collateral Administrative Agent’s authority to release any Guarantor from its obligations under the applicable Guaranty or to release any Collateral from the Collateral Documents, in either case, pursuant to this Section 9.10.
(b) Upon the first occurrence of an Investment Grade Event following the Closing Date, the Liens under the Collateral Documents securing the Obligations shall automatically be released (the date of such release, the “Collateral Release Date”), whereupon the Collateral Agent shall use reasonable efforts to promptly file all such further releases, termination statements, documents, agreements, certificates and instruments and do such further acts as the Borrower may reasonably require to more effectively evidence or effectuate such release. The Administrative Agent and the Collateral Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s and/or the Collateral Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent or the Collateral Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.
Appears in 1 contract
Sources: Senior Secured Term Loan Agreement
Guaranty and Collateral Matters. (a) The Lenders (including in their capacities as a potential Hedge Bank and a potential Cash Management Bank) and the LC Issuer hereby irrevocably appoint and authorize Bank of America, N.A. to act as Collateral Agent under the Collateral Documents and Guaranty. Collateral may be released from the Lien and security interest created by the Collateral Documents and Guarantors may be released from their obligations under the applicable Guaranty at any time or from time to time in accordance with the provisions of the Collateral Documents or as provided hereby. Upon the request of the Borrower, in connection with any transaction otherwise permitted hereunder, the Collateral Agent is authorized to release Collateral that is Disposed of (or whose owner ceases to be the Borrower or a Guarantor) and Guarantors that cease to be required to be Guarantors under the Loan Documents and to execute any intercreditor arrangements or amendments to the Collateral Documents to reflect the pari passu or junior nature of any Liens associated with Indebtedness permitted to be incurred (and so secured) hereunder, in each case, pursuant to a transaction permitted by this Agreement. Upon receipt of such request, the Collateral Agent shall (and the Lenders (including in their capacities as a potential Cash Management Bank and a potential Hedge Bank) and the LC Issuer irrevocably authorize the Collateral Agent) to execute, deliver or acknowledge (a) any necessary or proper instruments of termination, satisfaction or release to release (i) any Guarantor from its obligations under the applicable Guaranty if such Person ceases to be required to be a Guarantor under the Loan Documents as a result of a transaction permitted hereunder and (ii) any Liens on any property granted to or held by the Collateral Agent under any Loan Document (A) upon termination or expiration of the Aggregate Commitments and payment in full of all Obligations (other than (1) those expressly stated to survive termination, (2) contingent indemnification obligations, and (3) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized in the Minimum Collateral Amount or as to which other arrangements satisfactory to the LC Issuer shall have been made), (B) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document, or (C) subject to Section 10.01, if approved, authorized or ratified in writing by the Majority Lenders or (b) any necessary or proper amendments to the Collateral Documents, instruments, intercreditor agreements or other agreements (i) to include any additional Indebtedness as a secured obligation under the Collateral Documents, and (ii) to reflect the pari passu or junior nature of any Lien securing the Collateral in respect of any such Indebtedness, in each case, pursuant to a transaction permitted by this Agreement. Upon request by the Administrative Agent or the Collateral Agent at any time, the Majority Lenders will confirm in writing the Collateral Agent’s authority to release any Guarantor from its obligations under the applicable Guaranty or to release any Collateral from the Collateral Documents, in either case, pursuant to this Section 9.10.
(b) Upon the first occurrence of an Investment Grade Event following the Closing Date, the Liens under the Collateral Documents securing the Obligations shall automatically be released (the date of such release, the “Collateral Release Date”), whereupon the Collateral Agent shall use reasonable efforts to promptly file all such further releases, termination statements, documents, agreements, certificates and instruments and do such further acts as the Borrower may reasonably require to more effectively evidence or effectuate such release.
(c) Any guaranty delivered pursuant to Section 6.10(a) may be released upon written notice by the Borrower to the Administrative Agent, whereupon the Administrative Agent shall use reasonable efforts to promptly execute all such further agreements, certificates and instruments and do such further acts as the Borrower may reasonably require to more effectively evidence or effectuate such release. The Administrative Agent and the Collateral Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s and/or the Collateral Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent or the Collateral Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.
Appears in 1 contract
Sources: Credit Agreement (Sunoco LP)
Guaranty and Collateral Matters. (a) The Lenders (including in their capacities as a potential Hedge hereby authorize U.S. Bank and a potential Cash Management Bank) and the LC Issuer hereby irrevocably appoint and authorize Bank of America, N.A. National Association to act as Collateral Agent under the Collateral Documents Agency Agreement and Guarantythe Pledge and Security Agreement and authorize the Administrative Agent to execute the Collateral Agency Agreement on their behalf. Collateral may be released from the Lien and security interest created by the Collateral Documents and Guarantors may be released from their obligations under the applicable Guaranty at any time or from time to time in accordance with the provisions of the Collateral Documents or as provided hereby. Upon the request of the Borrower, in connection with any transaction otherwise permitted hereunder, the Administrative Agent is authorized to instruct the Collateral Agent, and the Collateral Agent is authorized authorized, to release Collateral that is Disposed of (or whose owner ceases to be the Borrower or a Guarantor) and Guarantors that cease to be required to be Guarantors under the Loan Documents and to execute any intercreditor arrangements or amendments to the Collateral Documents to reflect the pari passu or junior nature of any Liens associated with Indebtedness permitted to be incurred (and so secured) hereunder, in each case, pursuant to a transaction permitted by this Agreement. Upon receipt of such request, the Administrative Agent shall instruct the Collateral Agent shall (and the Lenders (including in their capacities as a potential Cash Management Bank and a potential Hedge Bank) and the LC Issuer irrevocably authorize the Collateral Agent) to execute, deliver or acknowledge (a) any necessary or proper instruments of termination, satisfaction or release to release (i) any Guarantor from its obligations under the applicable Guaranty if such Person ceases to be required to be a Guarantor under the Loan Documents as a result of a transaction permitted hereunder and (ii) any Liens on any property granted to or held by the Collateral Agent under any Loan Document (A) upon termination or expiration of the Aggregate Commitments and payment in full of all Obligations (other than (1) those expressly stated to survive termination, (2) contingent indemnification obligations, and (3) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized in the Minimum Collateral Amount or as to which other arrangements satisfactory to the LC Issuer shall have been made), (B) that is sold Disposed of (or otherwise disposed of or whose owner ceases to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document, or (Ca Subsidiary) subject to Section 10.01, if approved, authorized or ratified in writing by the Majority Lenders or (b) any necessary or proper amendments to the Collateral Documents, instruments, intercreditor agreements or other agreements (i) to include any additional Indebtedness as a secured obligation under the Collateral Documents, and (ii) to reflect the pari passu or junior nature of any Lien securing the Collateral in respect of any such Indebtedness, in each case, pursuant to a transaction permitted by this Agreement. Upon request by the Administrative Agent or the Collateral Agent at any time, the Majority Lenders will confirm in writing the Collateral Agent’s authority to release any Guarantor from its obligations under the applicable Guaranty or to release any Collateral from the Collateral Documents, in either case, pursuant to this Section 9.10.
(b) Upon If at any time following the Closing Date the Borrower first occurrence of achieves an Investment Grade Event following the Closing DateRating, the Liens under the Collateral Documents securing the Obligations shall automatically be released (the date of such release, the “Collateral Release Date”), whereupon the Administrative Agent shall instruct the Collateral Agent shall to, and the Collateral Agent shall, use reasonable efforts to promptly file all such further releases, termination statements, documents, agreements, certificates and instruments and do such further acts as the Borrower may reasonably require to more effectively evidence or effectuate such release.
(c) Each of the ETP Retail Holdings Guaranty and any guaranty delivered pursuant to Section 6.10(a) may be released upon written notice by the Borrower to the Administrative Agent, whereupon the Administrative Agent shall use reasonable efforts to promptly execute all such further agreements, certificates and instruments and do such further acts as the Borrower may reasonably require to more effectively evidence or effectuate such release. The Administrative Agent and the Collateral Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s and/or the Collateral Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent or the Collateral Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.
Appears in 1 contract
Guaranty and Collateral Matters. (a) The Lenders (including in their capacities as a potential Hedge hereby authorize U.S. Bank and a potential Cash Management Bank) and the LC Issuer hereby irrevocably appoint and authorize Bank of America, N.A. National Association to act as Collateral Agent under the Collateral Documents Agency Agreement and Guarantythe Pledge Agreement and authorize the Administrative Agent to execute the Collateral Agency Agreement on their behalf. Collateral may be released from the Lien and security interest created by the Collateral Documents and Guarantors may be released from their obligations under the applicable Guaranty at any time or from time to time in accordance with the provisions of the Collateral Documents or as provided hereby. Upon the request of the Borrower, in connection with any transaction otherwise permitted hereunder, the Administrative Agent and/or the Collateral Agent is authorized to release Collateral that is Disposed of (or whose owner ceases to be the Borrower or a GuarantorSubsidiary) and Guarantors that cease to be Restricted Persons or otherwise cease to be required to be Guarantors under the Loan Documents and to execute any intercreditor arrangements or amendments to the Collateral Documents to reflect the pari passu or junior nature of any Liens associated with Indebtedness permitted to be incurred (and so secured) hereunderhereunder (including, for the avoidance of doubt, Indebtedness incurred pursuant to Section 7.01(l) and secured pursuant to Section 7.02(s)), in each case, pursuant to a transaction permitted by this Agreement. Upon receipt In addition, each of such requestthe Administrative Agent and/or the Collateral Agent is authorized to amend the Collateral Documents to provide for the exclusion of the Excluded ETP LLC Assets from the grant of the Lien provided for therein as security for the Obligations so long as, contemporaneously therewith, the Excluded ETP LLC Assets are also excluded from the grant of the Lien provided for therein as security for the Term Loan Obligations and, in connection with the foregoing, the Administrative Agent and/or the Collateral Agent shall (and the Lenders (including in their capacities as a potential Cash Management Bank and a potential Hedge Bank) and the LC Issuer irrevocably authorize the Administrative Agent and the Collateral AgentAgent to) execute, deliver or acknowledge any necessary or proper amendments or other modifications to the Collateral Documents or other agreements or filings to exclude the Excluded ETP LLC Assets from the grant of the Lien provided for in the Collateral Documents as security for the Obligations. Upon receipt of any such request, the Administrative Agent and/or the Collateral Agent shall (and the Lenders irrevocably authorize the Administrative Agent and the Collateral Agent to) execute, deliver or acknowledge (a) any necessary or proper instruments of termination, satisfaction or release to release (i) any Guarantor from its obligations under the applicable Guaranty if such Person ceases to be required to be a Guarantor under the Loan Documents Restricted Person as a result of a transaction permitted hereunder and (ii) any Liens on any property granted Collateral that is Disposed of (or whose owner ceases to or held by the Collateral Agent under any Loan Document (A) upon termination or expiration of the Aggregate Commitments and payment in full of all Obligations (other than (1) those expressly stated to survive termination, (2) contingent indemnification obligations, and (3) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized in the Minimum Collateral Amount or as to which other arrangements satisfactory to the LC Issuer shall have been madebe a Subsidiary), (B) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document, or (C) subject to Section 10.01, if approved, authorized or ratified in writing by the Majority Lenders or (b) any necessary or proper amendments to the Collateral Documents, instruments, intercreditor agreements or other agreements (i) to include any additional Indebtedness as a secured obligation under the Collateral DocumentsDocuments (including, for the avoidance of doubt, Indebtedness incurred pursuant to Section 7.01(l)), and (ii) to reflect the pari passu or junior nature of any Lien securing the Collateral in respect of any such IndebtednessIndebtedness (including, for the avoidance of doubt, any Liens granted pursuant to Section 7.02(s)), in each case, pursuant to a transaction permitted by this Agreement. Upon request by the Administrative Agent or the Collateral Agent at any time, the Majority Lenders will confirm in writing the Collateral Administrative Agent’s authority to release any Guarantor from its obligations under the applicable Guaranty or to release any Collateral from the Collateral Documents, in either case, pursuant to this Section 9.10.
(b) Upon the first occurrence of an Investment Grade Event following the Closing Date, the Liens under the Collateral Documents securing the Obligations shall automatically be released (the date of such release, the “Collateral Release Date”), whereupon the Collateral Agent shall use reasonable efforts to promptly file all such further releases, termination statements, documents, agreements, certificates and instruments and do such further acts as the Borrower may reasonably require to more effectively evidence or effectuate such release. The Administrative Agent and the Collateral Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s and/or the Collateral Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent or the Collateral Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.
Appears in 1 contract
Guaranty and Collateral Matters. (a) The Lenders (including in their capacities as a potential Hedge hereby authorize U.S. Bank and a potential Cash Management Bank) and the LC Issuer hereby irrevocably appoint and authorize Bank of America, N.A. National Association to act as Collateral Agent under the Collateral Documents Agency Agreement and Guarantythe Pledge Agreement and authorize the Administrative Agent to execute the Collateral Agency Agreement on their behalf. Collateral may be released from the Lien and security interest created by the Collateral Documents and Guarantors may be released from their obligations under the applicable Guaranty at any time or from time to time in accordance with the provisions of the Collateral Documents or as provided hereby. Upon the request of the Borrower, in connection with any transaction otherwise permitted hereunder, the Administrative Agent and/or the Collateral Agent is authorized to release Collateral that is Disposed of (or whose owner ceases to be the Borrower or a GuarantorSubsidiary) and Guarantors that cease to be Restricted Persons or otherwise cease to be required to be Guarantors under the Loan Documents and to execute any intercreditor arrangements or amendments to the Collateral Documents to reflect the pari passu or junior nature of any Liens associated with Indebtedness permitted to be incurred (and so secured) hereunderhereunder (including, for the avoidance of doubt, Indebtedness incurred pursuant to Section 7.01(l) and secured pursuant to Section 7.02(s)), in each case, pursuant to a transaction permitted by this Agreement. Upon receipt of such request, the Administrative Agent and/or the Collateral Agent shall (and the Lenders (including in their capacities as a potential Cash Management Bank and a potential Hedge Bank) and the LC Issuer irrevocably authorize the Administrative Agent and/or the Collateral AgentAgent to) to execute, deliver or acknowledge (a) any necessary or proper instruments of termination, satisfaction or release to release (i) any Guarantor from its obligations under the applicable Guaranty if such Person ceases to be required to be a Guarantor under the Loan Documents Restricted Person as a result of a transaction permitted hereunder and (ii) any Liens on any property granted to or held by the Collateral Agent under any Loan Document (A) upon termination or expiration of the Aggregate Commitments and payment in full of all Obligations (other than (1) those expressly stated to survive termination, (2) contingent indemnification obligations, and (3) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized in the Minimum Collateral Amount or as to which other arrangements satisfactory to the LC Issuer shall have been made), (B) that is sold Disposed of (or otherwise disposed of or whose owner ceases to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document, or (Ca Subsidiary) subject to Section 10.01, if approved, authorized or ratified in writing by the Majority Lenders or (b) any necessary or proper amendments to the Collateral Documents, instruments, intercreditor agreements or other agreements (i) to include any additional Indebtedness as a secured obligation under the Collateral DocumentsDocuments (including, for the avoidance of doubt, Indebtedness incurred pursuant to Section 7.01(l)), and (ii) to reflect the pari passu or junior nature of any Lien securing the Collateral in respect of any such IndebtednessIndebtedness (including, for the avoidance of doubt, any Liens granted pursuant to Section 7.02(s)), in each case, pursuant to a transaction permitted by this Agreement. Upon request by the Administrative Agent or the Collateral Agent at any time, the Majority Lenders will confirm in writing the Collateral Administrative Agent’s authority to release any Guarantor from its obligations under the applicable Guaranty or to release any Collateral from the Collateral Documents, in either case, pursuant to this Section 9.10.
(b) Upon the first occurrence of an Investment Grade Event following the Closing Date, the Liens under the Collateral Documents securing the Obligations shall automatically be released (the date of such release, the “Collateral Release Date”), whereupon the Collateral Agent shall use reasonable efforts to promptly file all such further releases, termination statements, documents, agreements, certificates and instruments and do such further acts as the Borrower may reasonably require to more effectively evidence or effectuate such release. The Administrative Agent and the Collateral Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s and/or the Collateral Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent or the Collateral Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.
Appears in 1 contract
Sources: Senior Secured Term Loan Agreement (Energy Transfer Equity, L.P.)
Guaranty and Collateral Matters. (a) The Lenders (including in their capacities Each Secured Party hereby and/or by accepting the benefits of the Collateral authorizes each Administrative Agent or Collateral Trustee, as a potential Hedge Bank applicable, on behalf of and a potential for the benefit of Secured Parties, to be the agent for and representative of Secured Parties with respect to the Guaranty, the Collateral and the Security Documents, as applicable; provided that neither the Facilities Administrative Agent nor Collateral Trustee shall owe any fiduciary duty, duty of loyalty, duty of care, duty of disclosure or any other obligation whatsoever to any holder of Secured Obligations with respect to any Secured Hedging Agreement or Secured Cash Management Bank) and Agreement. Subject to Section 10.01, without further written consent or authorization from any Secured Party, the LC Issuer hereby irrevocably appoint and authorize Bank Facilities Administrative Agent or Collateral Trustee, as applicable, may execute any documents or instruments necessary (and, in the case of Americathe Facilities Administrative Agent, N.A. provide instructions or confirmation to act as Collateral Agent under the Collateral Documents and Guaranty. Collateral may be released from the Lien and security interest created Trustee as contemplated by the Collateral Documents and Guarantors may be released from their obligations Trust Agreement) to (i) under the applicable Guaranty at any time circumstances described in clause (A) of Section 10.21(a), confirm or from time to time in accordance with acknowledge that the provisions of Liens on the Collateral Documents or as provided hereby. Upon no longer secure the request of the BorrowerSecured Obligations, (ii) in connection with any transaction otherwise permitted hereunder, the Collateral Agent is authorized to release Collateral that is Disposed a sale or disposition of (or whose owner ceases to be the Borrower or a Guarantor) and Guarantors that cease to be required to be Guarantors under the Loan Documents and to execute any intercreditor arrangements or amendments to the Collateral Documents to reflect the pari passu or junior nature of any Liens associated with Indebtedness permitted to be incurred (and so secured) hereunder, in each case, pursuant to a transaction assets permitted by this Agreement. Upon receipt , release any Liens encumbering any item of Collateral that is the subject of such requestsale or other disposition of assets or to which the Required Lenders (or such other Lenders as may be required to give such consent under Section 10.01) have otherwise consented, (iii) release any Guarantor from the Guaranty pursuant to Section 10.21 or with respect to which Required Lenders (or such other Lenders as may be required to give such consent under Section
10.01) have otherwise consented or (iv) acknowledge and confirm that specified assets of the Loan Parties are Excluded Assets.
(b) Subject to the Collateral Trust Agreement, the Collateral Agent shall (Lenders and the Lenders (including in their capacities as a potential Cash Management Bank and a potential Hedge Bank) and the LC Issuer L/C Issuers irrevocably authorize the Collateral Agent) to execute, deliver or acknowledge (a) any necessary or proper instruments of termination, satisfaction or release Facilities Administrative Agent to release (i) any Guarantor from its obligations under the applicable Guaranty if such Person ceases to be required to be a Guarantor under in accordance with the Loan Documents as a result terms of a transaction permitted hereunder and (ii) any Liens on any property granted to or held by the Collateral Agent under any Loan Document (A) upon termination or expiration of the Aggregate Commitments and payment in full of all Obligations (other than (1) those expressly stated to survive termination, (2) contingent indemnification obligations, and (3) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized in the Minimum Collateral Amount or as to which other arrangements satisfactory to the LC Issuer shall have been made), (B) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document, or (C) subject to Section 10.01, if approved, authorized or ratified in writing by the Majority Lenders or (b) any necessary or proper amendments to the Collateral Documents, instruments, intercreditor agreements or other agreements (i) to include any additional Indebtedness as a secured obligation under the Collateral Documents, and (ii) to reflect the pari passu or junior nature of any Lien securing the Collateral in respect of any such Indebtedness, in each case, pursuant to a transaction permitted by this Agreement10.21. Upon request by the Facilities Administrative Agent or the Collateral Agent at any time, the Majority Required Lenders will confirm in writing the Collateral Facilities Administrative Agent’s authority to release any Guarantor from its obligations under the applicable Guaranty or to release any Collateral from the Collateral Documents, in either case, pursuant to this Section 9.10.
(bc) Upon the first occurrence of an Investment Grade Event following the Closing Date, the Liens under The Lenders irrevocably authorize the Collateral Documents securing the Obligations shall automatically be released (the date of such release, the “Collateral Release Date”), whereupon Trustee to release any Lien on any property granted to or held by the Collateral Agent shall use reasonable efforts to promptly file all such further releases, termination statements, documents, agreements, certificates and instruments and do such further acts as Trustee under any Loan Document in accordance with the Borrower may reasonably require to more effectively evidence or effectuate such release. The Administrative Agent terms of Section 10.21 and the Collateral Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding Trust Agreement. Upon request by the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s and/or the Collateral Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Facilities Administrative Agent or the Collateral Agent be responsible Trustee at any time, the Required Lenders will confirm in writing the Collateral Trustee’s authority to release its interest in particular types or liable to the Lenders for any failure to monitor or maintain any portion items of the Collateralproperty in accordance with this Section.
Appears in 1 contract
Sources: Credit and Guaranty Agreement (Foresight Energy LP)
Guaranty and Collateral Matters. (a) The Lenders (including in their capacities as a potential Hedge hereby authorize U.S. Bank and a potential Cash Management Bank) and the LC Issuer hereby irrevocably appoint and authorize Bank of America, N.A. National Association to act as Collateral Agent under the Collateral Documents Agency Agreement and Guarantythe Pledge Agreement and authorize the Administrative Agent to execute the Collateral Agency Agreement Joinder on their behalf. Collateral may be released from the Lien and security interest created by the Collateral Documents and Guarantors may be released from their obligations under the applicable Guaranty at any time or from time to time in accordance with the provisions of the Collateral Documents or as provided hereby. Upon the request of the Borrower, in connection with any transaction otherwise permitted hereunder, the Administrative Agent and/or the Collateral Agent is authorized to release Collateral that is Disposed sold, conveyed or disposed of (or whose owner ceases to be the Borrower or a GuarantorSubsidiary) and Guarantors that cease to be Restricted Persons or otherwise cease to be required to be Guarantors under the Loan Documents and to execute any intercreditor arrangements or amendments to the Collateral Documents to reflect the pari passu or junior nature of any Liens associated with Indebtedness permitted to be incurred (and so secured) hereunderDocuments, in each case, pursuant to a transaction permitted by this Agreement. Upon receipt of such request, the Administrative Agent and/or the Collateral Agent shall (and the Lenders (including in their capacities as a potential Cash Management Bank and a potential Hedge Bank) and the LC Issuer irrevocably authorize the Administrative Agent and/or the Collateral AgentAgent to) to execute, deliver or acknowledge (a) any necessary or proper instruments of termination, satisfaction or release to release (i) any Guarantor from its obligations under the applicable Guaranty if such Person ceases to be required to be a Guarantor under the Loan Documents Restricted Person as a result of a transaction permitted hereunder and (ii) any Liens on any property granted to or held by the Collateral Agent under any Loan Document (A) upon termination or expiration of the Aggregate Commitments and payment in full of all Obligations (other than (1) those expressly stated to survive termination, (2) contingent indemnification obligations, and (3) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized in the Minimum Collateral Amount or as to which other arrangements satisfactory to the LC Issuer shall have been made), (B) that is sold or otherwise disposed of (or whose owner ceases to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document, or (C) subject to Section 10.01, if approved, authorized or ratified in writing by the Majority Lenders or (b) any necessary or proper amendments to the Collateral Documents, instruments, intercreditor agreements or other agreements (i) to include any additional Indebtedness as a secured obligation under the Collateral Documents, and (ii) to reflect the pari passu or junior nature of any Lien securing the Collateral in respect of any such IndebtednessSubsidiary), in each case, pursuant to a transaction permitted by this Agreement. Upon request by the Administrative Agent or the Collateral Agent at any time, the Majority Lenders will confirm in writing the Collateral Administrative Agent’s authority to release any Guarantor from its obligations under the applicable Guaranty or to release any Collateral from the Collateral Documents, in either case, pursuant to this Section 9.10.
(b) Upon the first occurrence of an Investment Grade Event following the Closing Date, the Liens under the Collateral Documents securing the Obligations shall automatically be released (the date of such release, the “Collateral Release Date”), whereupon the Collateral Agent shall use reasonable efforts to promptly file all such further releases, termination statements, documents, agreements, certificates and instruments and do such further acts as the Borrower may reasonably require to more effectively evidence or effectuate such release. The Administrative Agent and the Collateral Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s and/or the Collateral Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent or the Collateral Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.
Appears in 1 contract
Sources: Senior Secured Bridge Term Loan Agreement (Energy Transfer Equity, L.P.)
Guaranty and Collateral Matters. (a) The Lenders (including in their capacities as a potential Hedge Bank and a potential Cash Management Bank) and the LC Issuer hereby irrevocably appoint and authorize Bank of America, N.A. to act as Collateral Agent under the Collateral Documents and Guaranty. Collateral may be released from the Lien and security interest created by the Collateral Documents and Guarantors may be released from their obligations under the applicable Guaranty at any time or from time to time in accordance with the provisions of the Collateral Documents or as provided hereby. Upon the request of the Borrower, in connection with any transaction otherwise permitted hereunder, the Collateral Agent is authorized to release Collateral that is Disposed disposed of (or whose owner ceases to be the Borrower or a Guarantor) and Guarantors that cease to be required to be Guarantors under the Loan Documents and to execute any intercreditor arrangements or amendments to the Collateral Documents to reflect the pari passu or junior nature of any Liens associated with Indebtedness permitted to be incurred (and so secured) hereunder, in each case, pursuant to a transaction permitted by this Agreement. Upon receipt of such request, the Collateral Agent shall (and the Lenders (including in their capacities as a potential Cash Management Bank and a potential Hedge Bank) and the LC Issuer Issuer) irrevocably authorize the Collateral AgentAgent to) to execute, deliver or acknowledge (a) any necessary or proper instruments of termination, satisfaction or release to release (i) any Guarantor from its obligations under the applicable Guaranty if such Person ceases to be required to be a Guarantor under the Loan Documents as a result of a transaction permitted hereunder and (ii) any Liens on any property granted to or held by the Collateral Agent under any Loan Document (A) upon termination or expiration of the Aggregate Commitments and payment in full of all Obligations (other than (1) those expressly stated to survive termination, (2) contingent indemnification obligations, and (3) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized in the Minimum Collateral Amount or as to which other arrangements satisfactory to the LC Issuer shall have been made), (B) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document, or (C) subject to Section 10.01, if approved, authorized or ratified in writing by the Majority Lenders or (b) any necessary or proper amendments to the Collateral Documents, instruments, intercreditor agreements or other agreements (i) to include any additional Indebtedness as a secured obligation under the Collateral Documents, and (ii) to reflect the pari passu or junior nature of any Lien securing the Collateral in respect of any such Indebtedness, in each case, pursuant to a transaction permitted by this Agreement. Upon request by the Administrative Agent or the Collateral Agent at any time, the Majority Lenders will confirm in writing the Collateral Agent’s authority to release any Guarantor from its obligations under the applicable Guaranty or to release any Collateral from the Collateral Documents, in either case, pursuant to this Section 9.10.
(b) Upon If at any time following the Closing Date the Borrower first occurrence of achieves an Investment Grade Event following the Closing DateRating, the Liens under the Collateral Documents securing the Obligations shall automatically be released (the date of such release, the “Collateral Release Date”), whereupon the Collateral Agent shall use reasonable efforts to promptly file all such further releases, termination statements, documents, agreements, certificates and instruments and do such further acts as the Borrower may reasonably require to more effectively evidence or effectuate such release.
(c) Each of the Holdings Guaranty and any guaranty delivered pursuant to Section 6.10(a) may be released upon written notice by the Borrower to the Collateral Agent, whereupon the Collateral Agent shall use reasonable efforts to promptly execute all such further agreements, certificates and instruments and do such further acts as the Borrower may reasonably require to more effectively evidence or effectuate such release. The Administrative Agent and the Collateral Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s and/or the Collateral Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent or the Collateral Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.
Appears in 1 contract
Guaranty and Collateral Matters. (a) The Each Lender and each Issuing Bank hereby further authorizes Administrative Agent, on behalf of and for the benefit of the Lenders and the Issuing Banks, to be the agent for and representative of the Lenders with respect to the Guaranty and the other Loan Documents. Subject to Section 9.02, without further written consent or authorization from any Lender or any Issuing Bank, Administrative Agent may execute any documents or instruments necessary (i) to release any Guarantor from the Guaranty pursuant to Section 9.17 or with respect to which Required Lenders (including or such other Lenders as may be required to give such consent under Section 9.02) have otherwise consented and (ii) to release any Lien on any assets granted pursuant to the Security Documents pursuant to Section 9.17 or with respect to which Required Lenders (or such other Lenders as may be required to give such consent under Section 9.02) have otherwise consented.
(b) Anything contained in their capacities as a potential Hedge any of the Loan Documents to the contrary notwithstanding, the Borrower, the Administrative Agent, each Issuing Bank and a potential Cash Management Bank) and each Lender hereby agree that none of the LC Issuer hereby irrevocably appoint and authorize Bank of America, N.A. Lenders or the Issuing Banks shall have any right individually to act as enforce the Guaranty or realize on the Collateral Agent under the Collateral Security Documents, it being understood and agreed that all powers, rights and remedies hereunder and under any of the Loan Documents and Guaranty. Collateral may be released from exercised solely by Administrative Agent, for the Lien and security interest created by benefit of the Collateral Documents and Guarantors may be released from their obligations under the applicable Guaranty at any time or from time to time Secured Parties in accordance with the provisions of the Collateral Documents or as provided hereby. Upon the request of the Borrower, in connection with any transaction otherwise permitted hereunder, the Collateral Agent is authorized to release Collateral that is Disposed of terms hereof and thereof.
(or whose owner ceases to be the Borrower or a Guarantorc) and Guarantors that cease to be required to be Guarantors under the Loan Documents and to execute any intercreditor arrangements or amendments Notwithstanding anything to the Collateral Documents to reflect the pari passu contrary contained herein or junior nature of any Liens associated with Indebtedness permitted to be incurred (and so secured) hereunder, in each case, pursuant to a transaction permitted by this Agreement. Upon receipt of such request, the Collateral Agent shall (and the Lenders (including in their capacities as a potential Cash Management Bank and a potential Hedge Bank) and the LC Issuer irrevocably authorize the Collateral Agent) to execute, deliver or acknowledge (a) any necessary or proper instruments of termination, satisfaction or release to release (i) any Guarantor from its obligations under the applicable Guaranty if such Person ceases to be required to be a Guarantor under the Loan Documents as a result of a transaction permitted hereunder and (ii) any Liens on any property granted to or held by the Collateral Agent under any Loan Document (A) upon termination or expiration of the Aggregate Commitments and payment in full of all Obligations (other than (1) those expressly stated to survive termination, (2) contingent indemnification obligations, and (3) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized in the Minimum Collateral Amount or as to which other arrangements satisfactory to the LC Issuer shall have been made), (B) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document, when all Obligations have been paid in full, all Commitments have terminated or expired, and each Letter of Credit has expired, been cancelled, or been Cash Collateralized (Cor other “backstop” arrangements) on terms reasonably satisfactory to the applicable Issuing Bank in an amount equal to the Agreed L/C Cash Collateral Amount of all Letter of Credit Usage, upon reasonable request of Borrower, Administrative Agent shall take such actions as shall be reasonably required to release all guarantee obligations provided for in any Loan Document or Liens on any Collateral granted pursuant to the Security Documents. Any such release of guarantee obligations shall be deemed subject to Section 10.01, the provision that such guarantee obligations shall be reinstated if approved, authorized or ratified in writing by the Majority Lenders or (b) after such release any necessary or proper amendments to the Collateral Documents, instruments, intercreditor agreements or other agreements (i) to include any additional Indebtedness as a secured obligation under the Collateral Documents, and (ii) to reflect the pari passu or junior nature portion of any Lien securing the Collateral payment in respect of the Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of Borrower or any such IndebtednessGuarantor, in each caseor upon or as a result of the appointment of a receiver, pursuant to a transaction permitted by this Agreement. Upon request by the Administrative Agent intervenor or the Collateral Agent at any timeconservator of, the Majority Lenders will confirm in writing the Collateral Agent’s authority to release or trustee or similar officer for, Borrower or any Guarantor from or any substantial part of its obligations under the applicable Guaranty or to release any Collateral from the Collateral Documents, in either case, pursuant to this Section 9.10.
(b) Upon the first occurrence of an Investment Grade Event following the Closing Date, the Liens under the Collateral Documents securing the Obligations shall automatically be released (the date of such release, the “Collateral Release Date”), whereupon the Collateral Agent shall use reasonable efforts to promptly file all such further releases, termination statements, documents, agreements, certificates and instruments and do such further acts as the Borrower may reasonably require to more effectively evidence or effectuate such release. The Administrative Agent and the Collateral Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s and/or the Collateral Agent’s Lien thereonproperty, or any certificate prepared by any Loan Party in connection therewithotherwise, nor shall the Administrative Agent or the Collateral Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateralall as though such payment had not been made.
Appears in 1 contract
Guaranty and Collateral Matters. (a) The Each of the Lenders (including in their its capacities as a potential or actual Hedge Bank and a potential Cash Management Bank) , as applicable), each L/C Issuer and the LC Issuer hereby other Guaranteed Parties (by virtue of their acceptance of the benefits of the Loan Documents) irrevocably appoint authorize and authorize Bank of America, N.A. to act as Collateral instruct the Administrative Agent under and the Collateral Documents Agent, as applicable, to (and Guaranty. Collateral may be released from the Lien Administrative Agent and security interest created by the Collateral Documents and Guarantors may be released from their obligations under the applicable Guaranty Agent, as applicable, shall at any time or from time to time in accordance with the provisions of the Collateral Documents or as provided hereby. Upon the request of the BorrowerBorrower Agent), automatically release any Collateral or Guaranty (or other Guarantees of the Obligations), (i) in accordance with Section 11.20, (ii) if approved, consented to, authorized or ratified in accordance with Section 11.01, (iii) to the extent required, in connection with any transaction otherwise permitted hereunderReorganization Transaction, or (iv) on the Collateral Agent is authorized to release Collateral that is Disposed Release Date.
(b) Each of (or whose owner ceases to be the Borrower or a Guarantor) and Guarantors that cease to be required to be Guarantors under the Loan Documents and to execute any intercreditor arrangements or amendments to the Collateral Documents to reflect the pari passu or junior nature of any Liens associated with Indebtedness permitted to be incurred (and so secured) hereunder, in each case, pursuant to a transaction permitted by this Agreement. Upon receipt of such request, the Collateral Agent shall (and the Lenders (including in their its capacities as a potential or actual Hedge Bank and Cash Management Bank, as applicable), each L/C Issuer and the other Guaranteed Parties (by virtue of their acceptance of the benefits of the Loan Documents) hereby irrevocably authorize and instruct the Administrative Agent and the Collateral Agent to, without any further consent of any Lender, any L/C Issuer or any other Guaranteed Party, enter into (or acknowledge, waive or consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify, any Acceptable Intercreditor Agreement and any other intercreditor or subordination agreement (in form reasonably satisfactory to the Administrative Agent or the Collateral Agent and deemed appropriate by it) with the collateral agent or other representative of holders of Indebtedness secured (and permitted to be secured) by a Lien on assets constituting a portion of the Collateral under any provision of Section 7.01. Each of the Lenders (including in its capacities as a potential or actual Hedge Bank and a potential Hedge Cash Management Bank) , as applicable), each L/C Issuer and the LC other Guaranteed Parties (by virtue of their acceptance of the benefits 167 ▇▇▇▇▇ ▇▇▇▇▇▇ Credit and Guaranty Agreement of the Loan Documents) irrevocably agrees that (x) the Collateral Agent may rely exclusively on a certificate of a Responsible Officer of the Borrower Agent as to whether any such other Liens are permitted hereunder and as to the respective assets constituting Collateral that secure (and are permitted to secure) such Indebtedness hereunder and (y) any Acceptable Intercreditor Agreement entered into by the Collateral Agent shall be binding on the Guaranteed Parties, and each Lender, each L/C Issuer irrevocably authorize and each other Guaranteed Party hereby agrees that it will take no actions contrary to the provisions of, if entered into and if applicable, any Acceptable Intercreditor Agreement or any other intercreditor or subordination agreement approved by the Administrative Agent or the Collateral Agent.
(c) to executeEach of the Lenders (including in its capacities as a potential or actual Hedge Bank and Cash Management Bank, deliver or acknowledge as applicable), each L/C Issuer and the other Guaranteed Parties (a) any necessary or proper instruments by virtue of termination, satisfaction or release to release (i) any Guarantor from its obligations under their acceptance of the applicable Guaranty if such Person ceases to be required to be a Guarantor under benefits of the Loan Documents as a result of a transaction permitted hereunder Documents) hereby irrevocably authorize and (ii) instruct the Administrative Agent and the Collateral Agent to subordinate any Liens Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document (A) upon termination or expiration of the Aggregate Commitments and payment in full of all Obligations (other than (1) those expressly stated to survive termination, (2) contingent indemnification obligations, and (3) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination holder of all Letters of Credit any Lien on such property that is permitted by Section 7.01 under clauses (other than Letters of Credit which have been Cash Collateralized in the Minimum Collateral Amount or as to which other arrangements satisfactory to the LC Issuer shall have been madec), (Bd), (f), (o), (r), (y), (cc), (dd), (hh) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document, or (Ckk) subject to Section 10.01, if approved, authorized or ratified in writing by of the Majority Lenders or (b) any necessary or proper amendments to the Collateral Documents, instruments, intercreditor agreements or other agreements (i) to include any additional Indebtedness as a secured obligation under the Collateral Documents, and (ii) to reflect the pari passu or junior nature definition of any Lien securing the Collateral in respect of any such Indebtedness“Permitted Liens”, in each case, to the extent required by the holder of, or pursuant to a transaction permitted the terms of any agreement governing, the obligations secured by this Agreementsuch Liens.
(d) Notwithstanding anything to the contrary in the Collateral Documents, immediately upon the occurrence of any circumstance described in Section 9.10(a), including the Collateral Release Date, and without further action of any Person, the security interests of the Collateral Agent and the other Guaranteed Parties in the Collateral shall be terminated and released; provided that the Guarantee of each Loan Party of the Obligations pursuant to the Loan Documents shall remain in effect on and after the Collateral Release Date. On and after the occurrence of any circumstance described in Section 9.10(a), including the Collateral Release Date: (i) the Administrative Agent and the Collateral Agent shall execute and deliver, at the Borrower Agent’s expense, all documents or other instruments that the Borrower Agent shall reasonably request to effectuate or evidence the termination and release of any such Guarantee or such security interests and shall return all Collateral in their possession to the Borrower Agent and (ii) following the occurrence of the Collateral Release Date, none of the Parent, any Loan Party or any Subsidiary shall be required to comply with the Collateral Documents or the terms of the definition of “Collateral and Guarantee Requirement”, Section 6.12, in each case to the extent such terms require the creation and perfection of security interests or Liens on Collateral (it being understood that the Loan Parties shall continue to be required to comply with the terms of Section 6.12 that require the provision of Guarantees by Loan Parties in respect of the Obligations).
(e) Upon request by the Administrative Agent or the Collateral Agent at any time, the Majority Required Lenders will confirm in writing (i) the Collateral Administrative Agent’s authority to release any Guarantor from its obligations under the applicable Guaranty or and (ii) the Collateral Agent’s authority to release any Collateral from the Collateral DocumentsCollateral, in either each case, pursuant to this Section 9.10.
(b) Upon the first occurrence of an Investment Grade Event following the Closing Date, the Liens under the Collateral Documents securing the Obligations shall automatically be released (the date of such release, the “Collateral Release Date”), whereupon the Collateral Agent shall use reasonable efforts to promptly file all such further releases, termination statements, documents, agreements, certificates and instruments and do such further acts as the Borrower may reasonably require to more effectively evidence or effectuate such release. The Administrative Agent and the Collateral Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s and/or the Collateral Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent or the Collateral Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.
Appears in 1 contract
Sources: Credit and Guaranty Agreement (James Hardie Industries PLC)