Release of Collateral and Guarantee Obligations; Subordination of Liens. (a) The Lenders and each Agent (and each other Secured Party by accepting the benefits of the Collateral) hereby irrevocably agree that the Liens granted to the Secured Parties by the Loan Parties on any Collateral shall be automatically released (i) in full, as set forth in clause (b) below, (ii) upon the Disposition of such Collateral to any Person other than another Loan Party, to the extent such Disposition is permitted hereunder (and the Administrative Agent and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Party upon its reasonable request without further inquiry), (iii) to the extent such Collateral is comprised of property leased to a Loan Party by a Person that is not a Loan Party, upon termination or expiration of such lease, (iv) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 10.1), (v) to the extent the property constituting such Collateral is owned by any Guarantor, upon the release of such Guarantor from its Guarantee Obligations under the Guarantee and Collateral Agreement so long as such Guarantor is no longer a Loan Party hereunder, and (vi) to the extent such Collateral ceases to be Collateral. Any such release shall not in any manner discharge, affect, or impair the Secured Obligations or any Liens (other than those being released) upon (or obligations (other than those being released) of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral except to the extent otherwise released in accordance with the provisions of the Loan Documents. Additionally, the Lenders (and each other Secured Party by accepting the benefits of the Collateral) hereby irrevocably agree that the Guarantors shall be released from the Guarantees upon consummation of any transaction permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary, in each case, solely to the extent such Subsidiary ceasing to constitute a Restricted Subsidiary or otherwise becoming an Excluded Subsidiary is not prohibited by this Agreement, or, in the case of a Successor Holdings, the prior Holdings shall be released in accordance with the conditions set forth in Section 7.11. The Lenders (and each other Secured Party by accepting the benefits of the Collateral) hereby authorize the Administrative Agent and the Collateral Agent, as applicable, at the expense of the Borrower, to execute and deliver any instruments, documents, and agreements necessary or desirable to evidence and confirm the release of any Guarantor or Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lender. Any representation, warranty or covenant contained in any Loan Document relating to any such Collateral or Guarantor shall no longer be deemed to be repeated solely with respect to such Collateral or Guarantor.
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement (Affinity Gaming), Credit Agreement (Affinity Gaming)
Release of Collateral and Guarantee Obligations; Subordination of Liens. (a) The Lenders and each Agent (and each other Secured Party by accepting the benefits of the Collateral) Parties hereby irrevocably agree that the Liens granted to the Secured Parties Collateral Agent by the Loan Parties on any Collateral shall be automatically released (i) in fullwith respect to any Property constituting Collateral, as set forth in clause (b) below, (ii) upon the Disposition (other than any lease) of such Collateral Property to any Person other than another Loan Party, to the extent such Disposition is permitted hereunder (and the Administrative Agent and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Party upon its reasonable request without further inquiry), (iii) to the extent such Collateral is comprised of property leased to a Loan Party by a Person that is not a Loan PartyParty permitted by the Loan Documents, including in respect of accounts receivables and related assets constituting Collateral upon termination or expiration the sale of such lease, assets in connection with a Receivables Facility permitted hereunder and (ivii) if the release in respect of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 10.1), (v) to the extent the property Property constituting such Collateral that is owned by any Guarantor, upon the release of such Guarantor from its Guarantee Obligations under the Guarantee and Collateral Agreement so long as such Guarantor is no longer a Loan Party hereunderDocuments in accordance with the next sentence; in each case, and (vi) except to the extent such Collateral ceases to be Collateral. Any Property secures or such release shall not in Subsidiary guaranties any manner discharge, affect, or impair the Secured Obligations or any Liens (other than those being released) upon (or obligations (other than those being released) of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral except to the extent otherwise released in accordance with the provisions of the Loan Documents. Senior Notes .. Additionally, the Lenders (and each other Secured Party by accepting the benefits of the Collateral) Parties hereby irrevocably agree that the Guarantors a Subsidiary Guarantor shall be automatically released from its Guarantee Obligations under the Guarantees Loan Documents upon consummation of any transaction permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary, in each case, solely ; except to the extent such Subsidiary ceasing guaranties any obligations in respect of Senior Notes; provided that to constitute a the extent any Restricted Subsidiary or otherwise becoming becomes an Excluded Subsidiary and is not prohibited by this Agreementreleased from its Guarantee Obligations hereunder, or, any such release shall constitute an Investment in such Excluded Subsidiary as of the case date of a Successor Holdings, the prior Holdings shall be released in accordance with the conditions set forth in Section 7.11such release. The Lenders (and Collateral Agent is hereby authorized by each other Secured Party by accepting the benefits of the Collateral) hereby authorize the Administrative Agent and the Collateral Agentshall (without notice to, as applicableor vote or consent of, at the expense of the Borrowerany Lender, to execute and deliver or any instruments, documents, and agreements necessary or desirable to evidence and confirm the release affiliate of any Lender that is a party to any Specified Hedge Agreement or Cash Management Obligations or contingent or indemnification obligations not then due) take such actions as may be reasonably requested by the Borrower and execute any documents or instruments reasonably necessary to release any Collateral or any Guarantor or Collateral pursuant to the foregoing provisions of this paragraph. In connection with any such request, all without the further consent Borrower shall deliver to the Administrative Agent, at least five Business Days prior to the date of the proposed release (or joinder such shorter period agreed to by the Administrative Agent), a written request for release identifying the relevant Collateral or Guarantor being released in reasonable detail together with a certification by the Borrower stating that such transaction is in compliance with this Agreement and the other Loan Documents and that the proceeds of any Lendersuch Disposition, if applicable, will be applied in accordance with this Agreement and the other Loan Documents. Any representation, warranty or covenant contained in any Loan Document relating to any such Collateral Property so Disposed of (other than Property Disposed of to the Borrower or Guarantor any of its Restricted Subsidiaries) shall no longer be deemed to be repeated solely with respect to once such Collateral or GuarantorProperty is so Disposed of.
Appears in 2 contracts
Samples: Credit Agreement (Engility Holdings, Inc.), Credit Agreement (Engility Holdings, Inc.)
Release of Collateral and Guarantee Obligations; Subordination of Liens. (a) The Lenders and each Agent Notwithstanding anything to the contrary contained herein or in any other Loan Document, (and each other Secured Party by accepting the benefits i) upon request of the CollateralBorrowers (A) hereby irrevocably agree that the Liens granted to the Secured Parties in connection with any Disposition of Property permitted by the Loan Parties on any Collateral shall be automatically released (i) in full, as set forth in clause (b) belowDocuments, (ii) upon the Disposition of such Collateral to any Person other than another Loan Party, to the extent such Disposition is permitted hereunder (and the Administrative Agent and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Party upon its reasonable request without further inquiry), (iii) to the extent such Collateral is comprised of property leased to a Loan Party by a Person that is not a Loan Party, upon termination or expiration of such lease, (ivB) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage all of the Lenders whose consent may be hereunder, to the extent required in accordance with by Section 10.1), (vC) with respect to the extent the property constituting such Collateral is Property owned by any Guarantor, a Subsidiary Guarantor upon the release of such Subsidiary Guarantor from its Guarantee Obligations obligations under the Guarantee and Collateral Agreement so long pursuant to clause (ii) below or (D) as otherwise may be expressly provided in the relevant Security Documents or the ABL Intercreditor Agreement, the Administrative Agent shall (without notice to, or vote or consent of, any Lender, or any affiliate of any Lender that is a party to any Specified Hedge Agreement or contingent or indemnification obligations not then due) take such Guarantor is no longer a Loan Party hereunder, actions as shall be required to release its security interest in any Collateral and (vi) to the extent such Collateral ceases to be Collateral. Any such release shall not in any manner discharge, affect, or impair the Secured Obligations or any Liens (other than those being releasedii) upon (or obligations (other than those being released) the request of the Loan Parties Borrowers in respect ofconnection with (A) all interests retained by the Loan Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral except to the extent otherwise released in accordance with the provisions of the Loan Documents. Additionally, the Lenders (and each other Secured Party by accepting the benefits of the Collateral) hereby irrevocably agree that the Guarantors shall be released from the Guarantees upon consummation of any a transaction or designation permitted hereunder resulting in such that causes any Subsidiary ceasing Guarantor to constitute a Restricted Subsidiary, or otherwise becoming become an Excluded Subsidiary, or (B) if approved, authorized or ratified in each casewriting by the Required Lenders (or all of the Lenders hereunder, solely to the extent such Subsidiary ceasing to constitute a Restricted Subsidiary or otherwise becoming an Excluded Subsidiary is not prohibited required by this AgreementSection 10.1), or, in the case of a Successor Holdings, the prior Holdings shall be released in accordance with the conditions set forth in Section 7.11. The Lenders (and each other Secured Party by accepting the benefits of the Collateral) hereby authorize the Administrative Agent and the Collateral Agentshall (without notice to, as applicableor vote or consent of, at the expense of the Borrowerany Lender, to execute and deliver or any instruments, documents, and agreements necessary or desirable to evidence and confirm the release affiliate of any Lender that is a party to any Specified Hedge Agreement or contingent or indemnification obligations not then due) take such actions as shall be required to release such Subsidiary Guarantor or Collateral pursuant from its obligations under the Loan Documents to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lenderwhich it is a party. Any representation, warranty or covenant contained in any Loan Document relating to any such Collateral Property or Guarantor Person so released (other than Property Disposed of to the Borrowers or any of its Restricted Subsidiaries) shall no longer be deemed to be repeated solely with respect to once such Collateral or GuarantorProperty is so Disposed of.
Appears in 2 contracts
Samples: Credit Agreement (Vince Holding Corp.), Credit Agreement (Apparel Holding Corp.)
Release of Collateral and Guarantee Obligations; Subordination of Liens. (a) The Lenders and each Agent (and each other Secured Party by accepting the benefits of the Collateral) hereby irrevocably agree that the Liens granted to the Secured Parties Collateral Agent by the Loan Credit Parties on any Collateral shall be automatically released (i) in full, as set forth in clause (b) below, (ii) upon the Disposition sale, transfer or other disposition of such Collateral (including as part of or in connection with any other sale, transfer or other disposition permitted hereunder) to any Person other than another Loan Credit Party, to the extent such Disposition sale, transfer or other disposition is permitted hereunder made in compliance with the terms of this Agreement (and the Administrative Agent and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Credit Party upon its reasonable request without further inquiry), (iii) to the extent such Collateral is comprised of property leased to a Loan Credit Party by a Person that is not a Loan Credit Party, upon termination or expiration of such lease, (iv) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 10.113.1), (v) to the extent the property constituting such Collateral is owned by any Guarantor, upon the release of such Guarantor from its Guarantee Obligations obligations under the Guarantee (in accordance with the second succeeding sentence and Section 25 of the Guarantee), (vi) as required by the Collateral Agreement so long as such Guarantor is no longer a Loan Party hereunderAgent to effect any sale, transfer or other disposition of Collateral in connection with any exercise of remedies of the Collateral Agent pursuant to the Security Documents and (vivii) to the extent such Collateral ceases to be Collateralotherwise becomes Excluded Capital Stock or Excluded Property (as defined in the Security Agreement). Any such release shall not in any manner discharge, affect, or impair the Secured Obligations or any Liens (other than those being released) upon (or obligations (other than those being released) of the Loan Credit Parties in respect of) all interests retained by the Loan Credit Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral except to the extent otherwise released in accordance with the provisions of the Loan Credit Documents. Additionally, the Lenders (and each other Secured Party by accepting the benefits of the Collateral) hereby irrevocably agree that the Guarantors shall be released from the Guarantees upon consummation of any transaction permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary, in each case, solely to the extent such Subsidiary ceasing to constitute a Restricted Subsidiary or otherwise becoming an Excluded Subsidiary is not prohibited by this Agreement, or, in the case of a Successor Previous Holdings, the prior Holdings shall be released in accordance with the conditions set forth in Section 7.11the definition of Holdings. LPL – Conformed A&R Credit Agreement 218 The Lenders (and each other Secured Party by accepting the benefits of the Collateral) hereby authorize the Administrative Agent and the Collateral Agent, as applicable, at the expense of the Borrower, to execute and deliver any instruments, documents, and agreements necessary or desirable to evidence and confirm the release of any Guarantor or Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lender. Any representation, warranty or covenant contained in any Loan Credit Document relating to any such Collateral or Guarantor shall no longer be deemed to be repeated solely with respect to such Collateral or Guarantorrepeated.
Appears in 1 contract
Release of Collateral and Guarantee Obligations; Subordination of Liens. (a) The Lenders and each Agent (and each Notwithstanding anything to the contrary contained herein or in any other Secured Party by accepting the benefits Loan Document, upon request of the Collateral) hereby irrevocably agree that the Liens granted to the Secured Parties Borrower in connection with any Disposition of Property permitted by the Loan Parties on Documents (including by way of merger and including any Collateral shall be automatically released (i) in full, as set forth in clause (b) below, (ii) upon the Disposition of such Collateral to any Person other than another Loan Party, to the extent such Disposition is permitted hereunder (and the Administrative Agent and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Party upon its reasonable request without further inquiry), (iii) to the extent such Collateral is comprised of property leased assets transferred to a Loan Party by a Person Subsidiary that is not a Loan PartyParty in a transaction permitted by this Agreement) or any Loan Party becoming an Excluded Subsidiary (other than pursuant to clause (b) of the definition thereof) or ceasing to be a Subsidiary (as used in this Section 10.15, upon termination “ceasing to be a Subsidiary” with respect to any Loan Party or expiration BrandCo Entity shall mean that no Loan Party or Affiliate thereof shall have retained any direct or indirect equity interests in such Person), all Liens and Guarantees on such assets or all assets of such leaseExcluded Subsidiary or former Subsidiary shall automatically terminate and the Collateral Agent shall (without notice to, or vote or consent of, any Lender) execute and deliver all releases reasonably necessary or desirable (ivi) if to evidence the release of Liens created in any Collateral being Disposed of in such Lien is approvedDisposition (including any assets of any Loan Party that becomes an Excluded Subsidiary) or of such Excluded Subsidiary or former Subsidiary, authorized or ratified in writing by the Required Lenders as applicable, (or such other percentage ii) to provide notices of the Lenders whose consent may be required termination of the assignment of any Property for which an assignment had been made pursuant to any of the Loan Documents which is being Disposed of in accordance with Section 10.1)such Disposition or of such Excluded Subsidiary or former Subsidiary, as applicable, and (viii) to release the Guarantee and any other obligations under any Loan Document of any Person being Disposed of in such Disposition or which becomes an Excluded Subsidiary or former Subsidiary, as applicable; provided, that (x) to the extent the property constituting such Collateral Property being so Disposed of has a Fair Market Value in excess of $25,000,000, the Borrower shall deliver a certificate of a Responsible Officer certifying that the Disposition is owned by any Guarantor, upon the release of such Guarantor from its Guarantee Obligations under the Guarantee and Collateral Agreement so long as such Guarantor is no longer a Loan Party hereunder, and (vi) to the extent such Collateral ceases to be Collateral. Any such release shall not in any manner discharge, affect, or impair the Secured Obligations or any Liens (other than those being released) upon (or obligations (other than those being released) of the Loan Parties in respect of) all interests retained permitted by the Loan PartiesDocuments and (y) no Liens on the BrandCo Collateral may be released without the prior written consent of the Required Lenders, including the proceeds unless Disposed of to a party that is not an Affiliate of any sale, all of which shall continue to constitute part of the Collateral except to the extent otherwise released Loan Party in accordance with the provisions of a transaction permitted by the Loan Documents. Additionally, the Lenders (Documents and each other Secured Party by accepting the benefits of the Collateral) hereby irrevocably agree that the Guarantors shall be released from the Guarantees upon consummation of any transaction permitted hereunder resulting in such Subsidiary ceasing subject to constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary, in each case, solely to the extent such Subsidiary ceasing to constitute a Restricted Subsidiary or otherwise becoming an Excluded Subsidiary is not prohibited by this Agreement, or, in the case of a Successor Holdings, the prior Holdings shall be released in accordance with the conditions set forth in Section 7.11. The Lenders (and each other Secured Party by accepting the benefits of the Collateral) hereby authorize the Administrative Agent and the Collateral Agent, as applicable, at the expense of the Borrower, to execute and deliver any instruments, documents, and agreements necessary or desirable to evidence and confirm the release of any Guarantor or Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lender2.12(b). Any representation, warranty or covenant contained in any Loan Document relating to any such Collateral Property so Disposed of (other than Property Disposed of to the Borrower or Guarantor any of its Subsidiaries) or of a Loan Party which becomes an Excluded Subsidiary or former Subsidiary, as applicable, shall no longer be deemed to be repeated solely once such Property is so Disposed of. In addition, upon the reasonable request of the Borrower in connection with respect (A) any Lien of the type permitted by Section 7.3(g) on Excluded Collateral to secure Indebtedness to be incurred pursuant to Section 7.2(c) (or pursuant to Section 7.2(d) or 7.2(j) if such Indebtedness is of the type that is contemplated by Section 7.2(c)) if the holder of such Lien so requires, (B) [reserved], (C) any Lien of the type permitted by Sections 7.3(r) to the extent the obligations giving rise to such permitted Lien prohibit (or require the release of) the security interest of the Collateral Agent thereon, or Guarantor(D) the ownership of joint ventures or other entities qualifying under clause (ii) of the definition of Excluded Equity Securities, the Collateral Agent shall execute and deliver all releases necessary or desirable to evidence that no Liens exist on such Excluded Collateral under the Loan Documents.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Revlon Consumer Products Corp)
Release of Collateral and Guarantee Obligations; Subordination of Liens. (a) The Lenders and each Agent (and each other Secured Party by accepting the benefits of the Collateral) hereby irrevocably agree that the Liens granted to the Secured Parties Administrative Agent or the Collateral Agent by the Loan Parties on any Collateral shall be automatically released (i) in full, as set forth in clause (b) below, (ii) upon the Disposition sale or other transfer of such Collateral (including as part of or in connection with any other sale or other transfer permitted hereunder) to any Person other than another Loan Party, to the extent such Disposition sale, transfer or other disposition is permitted hereunder made in compliance with the terms of this Agreement (and the Administrative Agent and the Collateral Agent may require, and rely conclusively on on, a certificate to that effect provided to it by any Loan Party upon its reasonable request without further inquiry), (iii) to the extent such Collateral is comprised of property leased to a Loan Party by a Person that is not a Loan Party, upon termination or expiration of such lease, (iv) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 10.110.01), (v) to the extent the property constituting such Collateral is owned by any Guarantor, upon the release of such Guarantor from its Guarantee Obligations obligations under the Guarantee and Collateral Agreement so long as such Guarantor is no longer a Loan Party hereunderGuaranty (in accordance with the second succeeding sentence), and (vi) as required by the Collateral Agent to effect any sale, transfer or other disposition of Collateral in connection with any exercise of remedies of the Collateral Agent pursuant to the Collateral Documents, (vii) to the extent such Collateral ceases otherwise becomes Excluded Assets, and (viii) to the extent the property constituting such Collateral is owned by any entity that would be Collateralan Excluded Subsidiary but for the Excluded Subsidiary Joinder Exception, in the sole discretion of the Borrower; provided that only the extent the Loan Parties have capacity to (A) make Investments in a non-Loan Party pursuant to Section 7.13 in the amount of the fair market value of such Collateral and (B) incur any Indebtedness or Liens existing at such time with regard to such non-Loan Party. Any such release shall not in any manner discharge, affect, or impair the Secured Obligations or any Liens (other than those being released) upon (or obligations (other than those being released) of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral except to the extent otherwise released in accordance with the provisions of the Loan Documents. Additionally, the Lenders (and each other Secured Party by accepting the benefits of the Collateral) hereby irrevocably agree that the Guarantors shall be released from the Guarantees Guaranties upon consummation of any transaction permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary, in each case, solely to the extent such Subsidiary ceasing to constitute a Restricted Subsidiary or otherwise becoming an Excluded Subsidiary is not prohibited by this Agreement, or, in (subject to the case of a Successor Holdings, the prior Holdings shall be released in accordance with the conditions set forth in Section 7.11Excluded Subsidiary Joinder Exception). The Lenders (and each other Secured Party by accepting the benefits of the Collateral) hereby authorize the Administrative Agent and the Collateral Agent, as applicable, at the expense of the Borrower, to execute and deliver any instruments, documents, consents, acknowledgements, and agreements necessary or desirable to evidence and or confirm the release of any Guarantor or Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lender. Any representation, warranty or covenant contained in any Loan Document relating to any such released Collateral or Guarantor shall no longer be deemed to be repeated repeated. Notwithstanding anything herein to the contrary, no Guarantor shall be released from its Guarantee of the Obligations pursuant to clause (1) of the definition of Excluded Subsidiary other than to the extent such Guarantor becomes non-wholly-owned solely as a result of a bona fide joint venture arrangement with respect a third party that is not an Affiliate of Holdings or the Sponsor pursuant to such Collateral or Guarantoran Investment permitted under Section 7.13.
Appears in 1 contract
Release of Collateral and Guarantee Obligations; Subordination of Liens. (a) The Lenders and each Agent (and each Notwithstanding anything to the contrary contained herein or in any other Secured Party by accepting the benefits Loan Document, upon request of the Collateral) hereby irrevocably agree that the Liens granted to the Secured Parties Borrower in connection with any Disposition of Property permitted by the Loan Parties on Documents (including by way of merger and including any Collateral shall be automatically released (i) in full, as set forth in clause (b) below, (ii) upon the Disposition of such Collateral to any Person other than another Loan Party, to the extent such Disposition is permitted hereunder (and the Administrative Agent and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Party upon its reasonable request without further inquiry), (iii) to the extent such Collateral is comprised of property leased assets transferred to a Loan Party by a Person Subsidiary that is not a Loan Party, upon termination Party in a transaction permitted by this Agreement) or expiration of such lease, (iv) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 10.1), (v) to the extent the property constituting such Collateral is owned by any Guarantor, upon the release of such Guarantor from its Guarantee Obligations under the Guarantee and Collateral Agreement so long as such Guarantor is no longer a Loan Party hereunder, and (vi) to the extent such Collateral ceases to be Collateral. Any such release shall not in any manner discharge, affect, or impair the Secured Obligations or any Liens (other than those being released) upon (or obligations (other than those being released) of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral except to the extent otherwise released in accordance with the provisions of the Loan Documents. Additionally, the Lenders (and each other Secured Party by accepting the benefits of the Collateral) hereby irrevocably agree that the Guarantors shall be released from the Guarantees upon consummation of any transaction permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary, in each case, solely to the extent such Subsidiary ceasing to constitute a Restricted Subsidiary or otherwise becoming an Excluded Subsidiary is not prohibited by this Agreementor ceasing to be a Subsidiary, or, in the case all Liens and Guarantees on such assets or all assets of a Successor Holdings, the prior Holdings such Excluded Subsidiary or former Subsidiary shall be released in accordance with the conditions set forth in Section 7.11. The Lenders (and each other Secured Party by accepting the benefits of the Collateral) hereby authorize the Administrative Agent automatically terminate and the Collateral AgentAgent shall (without notice to, or vote or consent of, any Lender, or any Affiliate of any Lender that is a party to any Specified Hedge Agreement or documentation in respect of Specified Cash Management Obligations or Specified Additional Obligations) execute and deliver all releases reasonably necessary or desirable (i) to evidence the release of Liens created in any Collateral being Disposed of in such Disposition (including any assets of any Loan Party that becomes an Excluded Subsidiary) or of such Excluded Subsidiary or former Subsidiary, as applicable, at the expense (ii) to provide notices of the Borrowertermination of the assignment of any Property for which an assignment had been made pursuant to any of the Loan Documents which is being Disposed of in such Disposition or of such Excluded Subsidiary or former Subsidiary, to execute and deliver any instruments, documentsas applicable, and agreements necessary or desirable (iii) to evidence release the Guarantee and confirm the release any other obligations under any Loan Document of any Guarantor Person being Disposed of in such Disposition or Collateral pursuant to the foregoing provisions of this paragraphwhich becomes an Excluded Subsidiary or former Subsidiary, all without the further consent or joinder of any Lenderas applicable. Any representation, warranty or covenant contained in any Loan Document relating to any such Collateral Property so Disposed of (other than Property Disposed of to the Borrower or Guarantor any of its Restricted Subsidiaries) or of a Loan Party which becomes an Excluded Subsidiary or former Subsidiary, as applicable, shall no longer be deemed to be repeated solely once such Property is so Disposed of. In addition, upon the reasonable request of the Borrower in connection with respect (A) any Lien of the type permitted by Section 7.3(g) on Excluded Collateral to secure Indebtedness to be incurred pursuant to Section 7.2(c) (or pursuant to Section 7.2(d), 7.2(j), or 7.2(v) if such Indebtedness is of the type that is contemplated by Section 7.2(c)) if the holder of such Lien so requires, (B) any Lien securing Indebtedness pursuant to Section 7.2(t)(x) if the holder of such Lien so requires and pursuant to Section 7.2(t)(y) if the holder of such Lien so requires and if the holder of the applicable Indebtedness being refinanced also so requires, and in each case to the extent constituting Excluded Collateral, (C) any Lien of the type permitted by Sections 7.3(o), 7.3(r)(i), 7.3(t) or 7.3(bb), in each case, to the extent the obligations giving rise to such permitted Lien prohibit (or require the release of) the security interest of the Collateral Agent thereon and so long as such cash subject to such Lien is not included in the definition of Qualified Cash after giving effect thereto, or Guarantor.7.3(kk) to the extent constituting Excluded Collateral, or (D) the ownership of joint ventures or other entities qualifying under clause (iv) of the definition of Excluded Equity Securities, the Collateral Agent shall execute and deliver all releases necessary or desirable to evidence that no Liens exist on such Excluded Collateral under the Loan Documents. 191
Appears in 1 contract
Release of Collateral and Guarantee Obligations; Subordination of Liens. (a) The Lenders and each Agent (and each other Secured Party by accepting the benefits of the Collateral) hereby irrevocably agree that the Liens granted to the Secured Parties Collateral Agent by the Loan Parties on any Collateral shall be automatically released (i) in full, as set forth in clause (b) below, (ii) upon the Disposition sale or other transfer of such Collateral (including as part of or in connection with any other sale or other transfer permitted hereunder) to any Person other than another Loan Party, to the extent such Disposition sale, transfer or other disposition is permitted hereunder made in compliance with the terms of this Agreement (and the Administrative Agent and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Party upon its reasonable request without further inquiry), (iii) to the extent such Collateral is comprised of property leased to a Loan Party by a Person that is not a Loan Party, upon termination or expiration of such 200 lease, (iv) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 10.110.01), (v) to the extent the property constituting such Collateral is owned by any Guarantor, upon the release of such Guarantor from its Guarantee Obligations obligations under the Guarantee and Collateral Agreement so long as such Guarantor is no longer a Loan Party hereunderGuaranty (in accordance with the second succeeding sentence), and (vi) as required by the Collateral Agent to effect any sale, transfer or other disposition of Collateral in connection with any exercise of remedies of the Collateral Agent pursuant to the Collateral Documents, (vii) to the extent such Collateral ceases to be Collateralotherwise becomes Excluded Assets and (viii) in the case of (A) the Guarantee of the Obligations by Holdings and (B) the pledge by Holdings of the Equity Interests of the Borrower, in each case, upon the consummation of a Qualifying IPO of the Borrower resulting in Holdings owning, directly or indirectly, no more than 49.99% of the common equity interests of the Borrower. Any such release shall not in any manner discharge, affect, or impair the Secured Obligations or any Liens (other than those being released) upon (or obligations (other than those being released) of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral except to the extent otherwise released in accordance with the provisions of the Loan Documents. Additionally, the Lenders (and each other Secured Party by accepting the benefits of the Collateral) hereby irrevocably agree that the Guarantors shall be released from the Guarantees Guaranties upon consummation of any transaction permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary, in each case, solely to the extent such Subsidiary ceasing to constitute a Restricted Subsidiary or otherwise becoming an Excluded Subsidiary is not prohibited by this Agreement, or, in the case of a Successor Holdings, the prior Holdings shall be released in accordance with the conditions set forth in Section 7.11. The Lenders (and each other Secured Party by accepting the benefits of the Collateral) hereby authorize the Administrative Agent and the Collateral Agent, as applicable, at the expense of the Borrower, to execute and deliver any instruments, documents, and agreements necessary or desirable to evidence and confirm the release of any Guarantor or Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lender; provided that, upon request by the Administrative Agent or Collateral Agent (and, in each case, prior to the Administrative Agent and Collateral Agent being required to execute and deliver (or file and/or record) such instruments, documents or agreements or otherwise comply with this sentence), the Borrower shall be required to deliver a certificate to the Administrative Agent and Collateral Agent confirming that such sale or transfer of Collateral is permitted under the Loan Documents (in the case of clause (ii) of this Section 10.24(a)) or such release of a Guarantor is permitted under the Loan Documents (in the case of clause (v) of this Section 10.24(a)), and the Administrative Agent and Collateral Agent shall be permitted to rely upon such certificate without incurring any liability therefor. Any representation, warranty or covenant contained in any Loan Document relating to any such released Collateral or Guarantor shall no longer be deemed to be repeated solely with respect to such Collateral or Guarantorrepeated.
Appears in 1 contract
Release of Collateral and Guarantee Obligations; Subordination of Liens. (a) The Lenders and each Agent (and each other Secured Party by accepting the benefits of the Collateral) hereby irrevocably agree that the Liens granted to the Secured Parties Collateral Agent by the Loan Credit Parties on any Collateral shall be automatically released (i) in full, as set forth in clause (b) below, (ii) upon the sale, exchange, issuance, transfer or other Disposition (other than an operating lease or a license) (including by the termination of Financing Lease Obligations or the repossession of the leased property in a Financing Lease Obligation by the lessor or by means of a distribution or Restricted Payment) of such Collateral (including as part of or in connection with any other sale, exchange, issuance, transfer or other Disposition permitted hereunder) to any Person other than another Loan Credit Party, to the extent such sale, exchange, issuance, transfer or other Disposition is permitted hereunder made in compliance with the terms of this Agreement (and the Administrative Agent and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Credit Party upon its reasonable request without further inquiry), (iii) to the extent such Collateral is comprised of property leased to a Loan Credit Party by a Person that is not a Loan Credit Party, upon termination or expiration of such lease, (iv) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 10.113.1), (v) to the extent the property constituting such Collateral is owned by any Guarantor, upon the release or discharge of such Guarantor from its Guarantee Obligations obligations under the Guarantee (in accordance with the second and Collateral Agreement so long as such Guarantor is no longer a Loan Party hereunderthird succeeding sentences and Section 25 of the Guarantee), and (vi) as required by the Collateral Agent to effect any sale, exchange, transfer or other Disposition of Collateral in connection with any enforcement action or exercise of remedies taken by the Collateral Agent in accordance with the terms of the Equal Priority Intercreditor Agreement and the Security Documents, (vii) to the extent such Collateral ceases is or otherwise becomes Excluded Capital Stock or Excluded Property (other than pursuant to be Collateralclause (c) of the definition thereof), and (viii) with respect to Collateral that is Capital Stock, upon (i) the dissolution or liquidation of the issuer of that Capital Stock that is not prohibited by the Credit Documents or (ii) upon the designation by the Borrower of such issuer of Capital Stock as an Unrestricted Subsidiary under this Agreement. Any such release shall not in any manner discharge, affect, or impair the Secured Obligations or any Liens (other than those being released) upon (or obligations Obligations (other than those being released) of the Loan Credit Parties in respect of) all interests retained by the Loan Credit Parties, including the proceeds of any saledisposition, all of which shall continue to constitute part of the Collateral except to the extent otherwise released in accordance with the provisions of the Loan Credit Documents. Additionally, the Lenders (and each other Secured Party by accepting the benefits of the Collateral) hereby irrevocably agree that the Guarantors shall be released from the Guarantees Guarantee upon consummation of any transaction permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary (including in connection with any designation of an Unrestricted Subsidiary) (provided that a Guarantor shall not be released from the Guarantee solely as a result of becoming a non-wholly owned Restricted Subsidiary in connection with a de minimis transfer of Capital Stock in such Guarantor if there is no bona fide business purpose for such transfer of Capital Stock and such transfer of Capital Stock is intended solely to obtain a release of the Guarantee, in each case, solely to case as determined in good faith by the extent such Subsidiary ceasing to constitute a Restricted Subsidiary or otherwise becoming an Excluded Subsidiary is not prohibited by this Agreement, or, in the case of a Successor Holdings, the prior Holdings shall be released in accordance with the conditions set forth in Section 7.11Borrower). The Lenders (and each other Secured Party by accepting the benefits of the Collateral) hereby authorize the Administrative Agent and the Collateral Agent, as applicable, at the expense of the Borrower, to execute and deliver any instruments, documents, and agreements necessary or desirable to evidence and confirm the release of any Guarantor or Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lender. Any representation, warranty or covenant contained in any Loan Credit Document relating to any such Collateral or Guarantor shall no longer be deemed to be repeated solely with respect to such Collateral or Guarantor.repeated. -248- #95203802v2296160609v3 #96160609v5
Appears in 1 contract
Release of Collateral and Guarantee Obligations; Subordination of Liens. (a) The Lenders and each Agent (and each Notwithstanding anything to the contrary contained herein or in any other Secured Party by accepting the benefits Loan Document, upon request of the Collateral) hereby irrevocably agree that the Liens granted to the Secured Parties Borrower in connection with any Disposition of Property permitted by the Loan Parties on Documents (including by way of merger and including any Collateral shall be automatically released (i) in full, as set forth in clause (b) below, (ii) upon the Disposition of such Collateral to any Person other than another Loan Party, to the extent such Disposition is permitted hereunder (and the Administrative Agent and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Party upon its reasonable request without further inquiry), (iii) to the extent such Collateral is comprised of property leased assets transferred to a Loan Party by a Person Subsidiary that is not a Loan Party, upon termination Party in a transaction permitted by this Agreement) or expiration of such lease, (iv) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 10.1), (v) to the extent the property constituting such Collateral is owned by any Guarantor, upon the release of such Guarantor from its Guarantee Obligations under the Guarantee and Collateral Agreement so long as such Guarantor is no longer a Loan Party hereunder, and (vi) to the extent such Collateral ceases to be Collateral. Any such release shall not in any manner discharge, affect, or impair the Secured Obligations or any Liens (other than those being released) upon (or obligations (other than those being released) of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral except to the extent otherwise released in accordance with the provisions of the Loan Documents. Additionally, the Lenders (and each other Secured Party by accepting the benefits of the Collateral) hereby irrevocably agree that the Guarantors shall be released from the Guarantees upon consummation of any transaction permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary, in each case, solely to the extent such Subsidiary ceasing to constitute a Restricted Subsidiary or otherwise becoming an Excluded Subsidiary is not prohibited by this Agreementor ceasing to be a Subsidiary, or, in the case all Liens and Guarantees on such assets or all assets of a Successor Holdings, the prior Holdings such Excluded Subsidiary or former Subsidiary shall be released in accordance with the conditions set forth in Section 7.11. The Lenders (and each other Secured Party by accepting the benefits of the Collateral) hereby authorize the Administrative Agent automatically terminate and the Collateral AgentAgent shall (without notice to, or vote or consent of, any Lender, or any Affiliate of any Lender that is a party to any Specified Hedge Agreement or documentation in respect of Specified Cash Management Obligations or Specified Additional Obligations) execute and deliver all releases reasonably necessary or desirable (i) to evidence the release of Liens created in any Collateral being Disposed of in such Disposition (including any assets of any Loan Party that becomes an Excluded Subsidiary) or of such Excluded Subsidiary or former Subsidiary, as applicable, at the expense (ii) to provide notices of the Borrowertermination of the assignment of any Property for which an assignment had been made pursuant to any of the Loan Documents which is being Disposed of in such Disposition or of such Excluded Subsidiary or former Subsidiary, to execute and deliver any instruments, documentsas applicable, and agreements necessary or desirable (iii) to evidence release the Guarantee and confirm the release any other obligations under any Loan Document of any Guarantor Person being Disposed of in such Disposition or Collateral pursuant to the foregoing provisions of this paragraphwhich becomes an Excluded Subsidiary or former Subsidiary, all without the further consent or joinder of any Lenderas applicable. Any representation, warranty or covenant contained in any Loan Document relating to any such Collateral Property so Disposed of (other than Property Disposed of to the Borrower or Guarantor any of its Restricted Subsidiaries) or of a Loan Party which becomes an Excluded Subsidiary or former Subsidiary, as applicable, shall no longer be deemed to be repeated solely once such Property is so Disposed of. In addition, upon the reasonable request of the Borrower in connection with respect (A) any Lien of the type permitted by Section 7.3(g) on Excluded Collateral to secure Indebtedness to be incurred pursuant to Section 7.2(c) (or 205 pursuant to Section 7.2(d), 7.2(j), or 7.2(v) if such Indebtedness is of the type that is contemplated by Section 7.2(c)) if the holder of such Lien so requires, (B) any Lien securing Indebtedness pursuant to Section 7.2(t)(x) if the holder of such Lien so requires and pursuant to Section 7.2(t)(y) if the holder of such Lien so requires and if the holder of the applicable Indebtedness being refinanced also so requires, and in each case to the extent constituting Excluded Collateral, (C) any Lien of the type permitted by Sections 7.3(o), 7.3(r)(i), 7.3(t) or 7.3(bb), in each case, to the extent the obligations giving rise to such permitted Lien prohibit (or require the release of) the security interest of the Collateral Agent thereon and so long as such cash subject to such Lien is not included in the definition of Qualified Cash after giving effect thereto, or Guarantor7.3(kk) to the extent constituting Excluded Collateral, or (D) the ownership of joint ventures or other entities qualifying under clause (iv) of the definition of Excluded Equity Securities, the Collateral Agent shall execute and deliver all releases necessary or desirable to evidence that no Liens exist on such Excluded Collateral under the Loan Documents.
Appears in 1 contract
Release of Collateral and Guarantee Obligations; Subordination of Liens. (a) The Lenders and each Agent (and each other Secured Party by accepting the benefits of the Collateral) hereby irrevocably agree that the Liens granted to the Secured Parties by the Loan Parties on any Collateral shall be automatically released (i) in full, as set forth in clause (b) below, (ii) upon the Disposition disposition of such Collateral to any Person other than another Loan Party, to the extent such Disposition disposition is permitted hereunder (and the Administrative Agent and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Party upon its reasonable request without further inquiry), (iii) to the extent such Collateral is comprised of property leased to a Loan Party by a Person that is not a Loan Party, upon termination or expiration of such lease, (iv) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 10.110.01), (v) to the extent the property constituting such Collateral is owned by any Guarantor, upon the release of such Guarantor from its Guarantee Obligations obligations under the Guarantee (in accordance with the second succeeding sentence and Section 4.13 of the Guarantee), (vi) as required by the Administrative Agent or the Collateral Agreement so long as such Guarantor is no longer a Loan Party hereunderAgent to effect any sale, transfer or other disposition of Collateral in connection with any exercise of remedies of the Administrative Agent or Collateral Agent pursuant to the Collateral Documents and (vivii) to the extent such Collateral ceases to be Collateralotherwise becomes an Excluded Equity Interest or an Excluded Asset. Any such release re-lease shall not in any manner discharge, affect, or impair the Secured Obligations or any Liens (other than those being released) upon (or obligations (other than those being released) of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral except to the extent otherwise released in accordance with the provisions of the Loan Documents. Additionally, the Lenders (and each other Secured Party by accepting the benefits of the Collateral) hereby irrevocably agree that the Guarantors shall be released from the Guarantees upon consummation of any transaction permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary, in each case, solely to the extent such Subsidiary ceasing to constitute a Restricted Subsidiary or otherwise becoming an Excluded Subsidiary is not prohibited by this Agreement, or, in the case of a Successor Previous Holdings, the prior Holdings shall be released in accordance with the conditions set forth in the definition of “Holdings” and Section 7.117.04; provided that to the extent any Restricted Subsidiary becomes an Excluded Subsidiary and is released from its Guarantees hereunder, any such release shall constitute an Investment in such Excluded Subsidiary as of the date of such release. The Lenders (and each other Secured Party by accepting the benefits of the Collateral) hereby authorize the Administrative Agent and the Collateral Agent, as applicable, at the expense of the Borrower, to execute and deliver any instruments, documents, and agreements necessary or desirable to evidence and confirm the release of any Guarantor or Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lender. Any representation, warranty or covenant contained in any Loan Document relating to any such Collateral or Guarantor shall no longer be deemed to be repeated solely with respect to such Collateral or Guarantor.
Appears in 1 contract
Release of Collateral and Guarantee Obligations; Subordination of Liens. (a) The Lenders and each Agent (and each other Secured Party by accepting the benefits of the Collateral) hereby irrevocably agree that the Liens granted Notwithstanding anything to the Secured Parties contrary contained herein or in any other Loan Document, in connection with any Disposition permitted by the Loan Parties on Documents or permitted by the Required Lenders, (i) the security interest in any Collateral being Disposed of in such Disposition shall be automatically released to the extent that such Disposition does not (iA) pertain to Capital Stock of the Borrower or any Subsidiary Guarantor or other Collateral in full, as set forth the possession of the Collateral Agent or (B) involve the filing of amendments to or termination of any financing statement or mortgage in clause (b) below, favor of the Collateral Agent on behalf of the Secured Parties and (ii) upon the Disposition request of such the Borrower, the Collateral Agent shall (without notice to, or vote or consent of, any Lender, any Hedge Counterparty that is a party to any Specified Hedge Agreement or any Cash Management Counterparty that is a party to any Cash Management Document or contingent or indemnification obligations not then asserted or due) take such actions as shall be required to release its security interest in any Collateral being Disposed of in such Disposition, and, in the event that all the Capital Stock of a Guarantor is being Disposed of in such Disposition or if such Guarantor is being designated by the Borrower as an Unrestricted Subsidiary pursuant to Section 6.14, to release any Guarantee Obligations under any Loan Document of any Person other than another Loan Partybeing Disposed of in such Disposition, to the extent necessary to permit consummation of such Disposition is permitted hereunder (and the Administrative Agent and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Party upon its reasonable request without further inquiry), (iii) to the extent such Collateral is comprised of property leased to a Loan Party by a Person that is not a Loan Party, upon termination or expiration of such lease, (iv) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 10.1), (v) to the extent the property constituting such Collateral is owned by any Guarantor, upon the release of such Guarantor from its Guarantee Obligations under the Guarantee and Collateral Agreement so long as such Guarantor is no longer a Loan Party hereunder, and (vi) to the extent such Collateral ceases to be Collateral. Any such release shall not in any manner discharge, affect, or impair the Secured Obligations or any Liens (other than those being released) upon (or obligations (other than those being released) of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral except to the extent otherwise released in accordance with the provisions Loan Documents (including, without limitation, returning any Capital Stock that is so Disposed of and that is in possession of the Loan Documents. AdditionallyCollateral Agent and delivering, or authorizing the Lenders (and each other Secured Party by accepting the benefits filing of, amendments or terminations of any financing statements or mortgages in favor of the Collateral) hereby irrevocably agree that the Guarantors shall be released from the Guarantees upon consummation of any transaction permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary, in each case, solely to the extent such Subsidiary ceasing to constitute a Restricted Subsidiary or otherwise becoming an Excluded Subsidiary is not prohibited by this Agreement, or, in the case of a Successor Holdings, the prior Holdings shall be released in accordance with the conditions set forth in Section 7.11. The Lenders (and each other Secured Party by accepting the benefits of the Collateral) hereby authorize the Administrative Collateral Agent and covering the Collateral Agent, as applicable, at the expense of the Borrower, to execute and deliver any instruments, documents, and agreements necessary or desirable to evidence and confirm the release of any Guarantor or Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lenderso Disposed of). Any representation, warranty or covenant contained in any Loan Document relating to any such Collateral Property so Disposed of (other than Property Disposed of to the Borrower or Guarantor any of its respective Subsidiaries) shall no longer be deemed to be repeated solely once such Property is so Disposed of. Notwithstanding anything to the contrary contained herein or in any other Loan Document, in connection with respect any Indebtedness or Lien permitted to be incurred by the Loan Documents or permitted by the Required Lenders, the Collateral Agent shall (without notice to, or vote or consent of, any Lender, any Hedge Counterparty that is a party to any Specified Hedge Agreement or any Cash Management Counterparty that is a party to any Cash Management Document) deliver or authorize the filing of an amendment to any financing statement in favor of the Collateral Agent covering the Collateral to the extent necessary to permit the incurrence of such Indebtedness or Lien and to the extent deemed reasonably necessary by each of the Collateral or GuarantorAgent and the Borrower; provided that such amendment shall not materially detract from the value of the Collateral.
Appears in 1 contract
Release of Collateral and Guarantee Obligations; Subordination of Liens. (a) The Lenders and each Agent (and each other Secured Party by accepting Upon the benefits reasonable request of the Collateral) hereby irrevocably agree that Borrower, the Liens granted to the Secured Parties by Administrative Agent shall, take such actions as shall be reasonably required, at the Loan Parties on any Collateral shall be automatically released Parties’ sole expense, to release (i) its security interest in full, as set forth any Collateral upon termination of the Aggregate Revolving Commitments and payment in clause full of all Obligations (bother than (x) belowcontingent indemnification or reimbursement obligations for which no claim has been asserted, (iiy) upon the Disposition of such Collateral obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to any Person other than another Loan Party, which arrangements reasonably satisfactory to the extent such Disposition is permitted hereunder applicable Cash Management Bank or Hedge Bank shall have been made and (and z) Letters of Credit as to which other arrangements reasonably satisfactory to the Administrative Agent and the L/C Issuer shall have been made or that have been Cash Collateralized in the amount of the Minimum Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Party upon its reasonable request without further inquiryAmount), or (iiiii) (a) its security interest in any Collateral transferred, sold or disposed of to the extent such Collateral is comprised of property leased to persons other than Loan Parties or Subsidiaries in Loan Parties in a Loan Party by a Person that is not a Loan Party, upon termination transaction permitted under this Agreement or expiration of such lease, (iv) if the release of such Lien is approved, authorized or ratified in writing approved by the Required Lenders pursuant to Section 11.01, and (b) any Guaranty hereunder or under any Loan Document of any Person if the ownership interests in such Guarantor are transferred, sold or disposed to persons other percentage than Loan Parties or Subsidiaries of the Lenders whose consent may be required Loan Parties in accordance with Section 10.1)a transaction permitted under this Agreement, (v) in each case to the extent the property constituting such Collateral is owned by any Guarantor, upon the release necessary to permit consummation of such Guarantor from its Guarantee Obligations under the Guarantee and Collateral Agreement so long as such Guarantor is no longer a Loan Party hereundertransfer, and (vi) to the extent such Collateral ceases to be Collateral. Any such release shall not in any manner discharge, affect, sale or impair the Secured Obligations or any Liens (other than those being released) upon (or obligations (other than those being released) of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral except to the extent otherwise released disposition in accordance with the provisions of the Loan Documents. Additionally, the Lenders (and each other Secured Party by accepting the benefits of the Collateral) hereby irrevocably agree that the Guarantors shall be released from the Guarantees upon consummation of any transaction permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary, in each case, solely to the extent such Subsidiary ceasing to constitute a Restricted Subsidiary or otherwise becoming an Excluded Subsidiary is not prohibited by this Agreement, or, in the case of a Successor Holdings, the prior Holdings shall be released in accordance with the conditions set forth in Section 7.11. The Lenders (and each other Secured Party by accepting the benefits of the Collateral) hereby authorize the Administrative Agent and the Collateral Agent, as applicable, at the expense of the Borrower, to execute and deliver any instruments, documents, and agreements necessary or desirable to evidence and confirm the release of any Guarantor or Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lender. Any representation, warranty or covenant contained in any Loan Document relating to any such Collateral property so Disposed, transferred, sold or Guarantor disposed of (other than property Disposed of to the Borrower or any Loan Party) shall no longer be deemed to be repeated solely once such property is so Disposed, transferred, sold or disposed of. (b) In connection with respect any termination or release pursuant to paragraph (a) of this Section 11.19, the Administrative Agent will not be required to take any action unless the Borrower shall have delivered to the Administrative Agent a certificate of a Responsible Officer of the Borrower certifying that the transaction giving rise to such Collateral termination or Guarantor.release is permitted by the Credit Agreement and was or is consummated in compliance with the Loan Documents. Any execution and delivery of documents pursuant to this Section 11.19 shall be without recourse to or warranty by the Administrative Agent. 11.20
Appears in 1 contract
Release of Collateral and Guarantee Obligations; Subordination of Liens. (a) The Lenders and each Agent (and each other Secured Party by accepting the benefits of the Collateral) hereby irrevocably agree that the Liens granted to the Secured Parties Collateral Agent by the Loan Credit Parties on any Collateral shall be automatically released (i) in full, as set forth in clause (b) below, (ii) upon the Disposition sale, transfer or other disposition of such Collateral (including as part of or in connection with any other sale, transfer or other disposition permitted hereunder) to any Person other than another Loan Credit Party, to the extent such Disposition sale, transfer or other disposition is permitted hereunder made in compliance with the terms of this Agreement (and the Administrative Agent and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Credit Party upon its reasonable request without further inquiry), (iii) to the extent such Collateral is comprised of property leased to a Loan Credit Party by a Person that is not a Loan Credit Party, upon termination or expiration of such lease, (iv) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 10.113.1), (v) to the extent the property constituting such Collateral is owned by any Guarantor, upon the release of such Guarantor from its Guarantee Obligations obligations under the Guarantee (in accordance with the second succeeding sentence and Section 25 of the Guarantee), (vi) as required by the Collateral Agreement so long as such Guarantor is no longer a Loan Party hereunderAgent to effect any sale, transfer or other disposition of Collateral in connection with any exercise of remedies of the Collateral Agent pursuant to the Security Documents and (vivii) to the extent such Collateral ceases to be Collateralotherwise becomes Excluded Capital Stock or Excluded Property (as defined in the Security Agreement). Any such release shall not in any manner discharge, affect, or impair the Secured Obligations or any Liens (other than those being released) upon (or obligations (other than those being released) of the Loan Credit Parties in respect of) all interests retained by the Loan Credit Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral except to the extent otherwise released in accordance with the provisions of the Loan Credit Documents. Additionally, the Lenders (and each other Secured Party by accepting the benefits of the Collateral) hereby irrevocably agree that the Guarantors shall be released from the Guarantees upon consummation of any transaction permitted hereunder resulting in such Subsidiary ceasing to 221 LPL – Conformed A&R Credit Agreement constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary, in each case, solely to the extent such Subsidiary ceasing to constitute a Restricted Subsidiary or otherwise becoming an Excluded Subsidiary is not prohibited by this Agreement, or, in the case of a Successor Previous Holdings, the prior Holdings shall be released in accordance with the conditions set forth in Section 7.11the definition of Holdings. The Lenders (and each other Secured Party by accepting the benefits of the Collateral) hereby authorize the Administrative Agent and the Collateral Agent, as applicable, at the expense of the Borrower, to execute and deliver any instruments, documents, and agreements necessary or desirable to evidence and confirm the release of any Guarantor or Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lender. Any representation, warranty or covenant contained in any Loan Credit Document relating to any such Collateral or Guarantor shall no longer be deemed to be repeated solely with respect to such Collateral or Guarantorrepeated.
Appears in 1 contract
Release of Collateral and Guarantee Obligations; Subordination of Liens. (a) The Lenders and each Agent (and each other Secured Party by accepting the benefits of the Collateral) hereby irrevocably agree that the Liens granted to the Secured Parties Collateral Agent by the Loan Credit Parties on any Collateral shall be automatically released (i) in full, as set forth in clause (b) below, (ii) upon the sale, exchange, issuance, transfer or other Disposition (other than an operating lease or a license) (including by the termination of Financing Lease Obligations or the repossession of the leased property in a Financing Lease Obligation by the lessor or by means of a distribution or Restricted Payment) of such Collateral (including as part of or in connection with any other sale, exchange, issuance, transfer or other Disposition permitted hereunder) to any Person other than another Loan Credit Party, to the extent such sale, exchange, issuance, transfer or other Disposition is permitted hereunder made in compliance with the terms of this Agreement (and the Administrative Agent and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Credit Party upon its reasonable request without further inquiry), (iii) to the extent such Collateral is comprised of property leased to a Loan Credit Party by a Person that is not a Loan Credit Party, upon termination or expiration of such lease, (iv) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 10.113.1), (v) to the extent the property constituting such Collateral is owned by any Guarantor, upon the release or discharge of such Guarantor from its Guarantee Obligations obligations under the Guarantee (in accordance with the second and Collateral Agreement so long as such Guarantor is no longer a Loan Party hereunderthird succeeding sentences and Section 25 of the Guarantee), and (vi) as required by the Collateral Agent to effect any sale, exchange, transfer or other Disposition of Collateral in connection with any enforcement action or exercise of remedies taken by the Collateral Agent in accordance with the terms of the Equal Priority Intercreditor Agreement and the Security Documents, (vii) to the extent such Collateral ceases is or otherwise becomes Excluded Capital Stock or Excluded Property (other than pursuant to be Collateralclause (c) of the definition thereof), and (viii) with respect to Collateral that is Capital Stock, upon (i) the dissolution or liquidation of the issuer of that Capital Stock that is not prohibited by the Credit Documents or (ii) upon the designation by the Borrower of such issuer of Capital Stock as an Unrestricted Subsidiary under this Agreement. Any such release shall not in any manner discharge, affect, or impair the Secured Obligations or any Liens (other than those being released) upon (or obligations Obligations (other than those being released) of the Loan Credit Parties in respect of) all interests retained by the Loan Credit Parties, including the proceeds of any saledisposition, all of which shall continue to constitute part of the Collateral except to the extent otherwise released in accordance with the provisions of the Loan Credit Documents. Additionally, the Lenders (and each other Secured Party by accepting the benefits of the Collateral) hereby irrevocably agree that the Guarantors shall be released from the Guarantees Guarantee upon consummation of any transaction permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary (including in connection with any designation of an Unrestricted Subsidiary) (provided that a Guarantor shall not be released from the Guarantee solely as a result of becoming a non-wholly owned Restricted Subsidiary in connection with a de minimis transfer of Capital Stock in such Guarantor if there is no bona fide business purpose for such transfer of Capital Stock and such transfer of Capital Stock is intended solely to obtain a release of the Guarantee, in each case, solely to case as determined in good faith by the extent such Subsidiary ceasing to constitute a Restricted Subsidiary or otherwise becoming an Excluded Subsidiary is not prohibited by this Agreement, or, in the case of a Successor Holdings, the prior Holdings shall be released in accordance with the conditions set forth in Section 7.11Borrower). The Lenders (and each other Secured Party by accepting the benefits of the Collateral) hereby authorize the Administrative Agent and the Collateral Agent, as applicable, at the expense of the Borrower, to execute and deliver any instruments, documents, and agreements necessary or desirable to evidence and confirm the release of any Guarantor or Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lender. Any representation, warranty or covenant contained in any Loan Credit Document relating to any such Collateral or Guarantor shall no longer be deemed to be repeated solely with repeated. (b) Notwithstanding anything to the contrary contained herein or any other Credit Document, when all Obligations (other than (i) Hedging Obligations not then due and payable in respect of any Secured Hedging Agreements, (ii) Cash Management Obligations not then due and payable in respect of any Secured Cash Management Agreements and (iii) any contingent obligations or contingent indemnification obligations not then due and payable) have been paid in full, all Commitments have terminated or expired and no Letter of Credit shall be outstanding that is not Cash Collateralized or back-stopped on terms reasonably satisfactory to the Letter of Credit Issuer, upon request of the Borrower, the Administrative Agent and/or the Collateral Agent, as applicable, shall (without notice to, or vote or consent of, any Secured Party) take such Collateral or Guarantor.actions as shall be required to release its -254- #96562806v11
Appears in 1 contract
Release of Collateral and Guarantee Obligations; Subordination of Liens. (a) The Lenders and each Agent (and each other Secured Party by accepting the benefits of the Collateral) hereby irrevocably agree that the Liens granted to the Secured Parties Administrative Agent or the Collateral Agent by the Loan Parties on any Collateral shall be automatically released (i) in full, as set forth in clause (b) below, (ii) upon the Disposition sale or other transfer of such Collateral (including as part of or in connection with any other sale or other transfer permitted hereunder (including any Receivables Financing Transaction)) to any Person other than another Loan Party, to the extent such Disposition sale, transfer or other disposition is permitted hereunder made in compliance with the terms of this Agreement (and the Administrative Agent and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Party upon its reasonable request without further inquiry), (iii) to the extent such Collateral is comprised of property leased to a Loan Party by a Person that is not a Loan Party, upon termination or expiration of such lease, (iv) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 10.110.01), (v) to the extent the property constituting such Collateral is owned by any Guarantor, upon the release of such Guarantor from its Guarantee Obligations obligations under the Guarantee and Guaranty (in accordance with the second succeeding sentence), (vi) as required by the Collateral Agreement so long as such Guarantor is no longer a Loan Party hereunderAgent to effect any sale, transfer or other disposition of Collateral in connection with any exercise of remedies of the Collateral Agent pursuant to the Collateral Documents and (vivii) to the extent such Collateral ceases to be Collateralotherwise becomes Excluded Assets. Any such release shall not in any manner discharge, affect, or impair the Secured Obligations or any Liens (other than those being released) upon (or obligations (other than those being released) of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral except to the extent otherwise released in accordance with the provisions of the Loan Documents. Additionally, the Lenders (and each other Secured Party by accepting the benefits of the Collateral) hereby irrevocably agree that the Guarantors shall be released from the Guarantees Guaranties upon consummation of any transaction permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary, in each case, solely to the extent such Subsidiary ceasing to constitute a Restricted Subsidiary or otherwise becoming an Excluded Subsidiary is not prohibited by this Agreement, or, in the case of a Successor Holdings, the prior Holdings shall be released in accordance with the conditions set forth in Section 7.11. The Lenders (and each other Secured Party by accepting the benefits of the Collateral) hereby authorize the Administrative Agent and the Collateral Agent, as applicable, at the expense of the Borrower, to execute and deliver any instruments, documents, consents, acknowledgements, and agreements necessary or desirable to evidence and or confirm the release of any Guarantor or Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lender. Any representation, warranty or covenant contained in any Loan Document relating to any such released Collateral or Guarantor shall no longer be deemed to be repeated solely with respect to such Collateral or Guarantorrepeated.
Appears in 1 contract
Release of Collateral and Guarantee Obligations; Subordination of Liens. (a) The Lenders and each Agent (and each Notwithstanding anything to the contrary contained herein or in any other Secured Party by accepting the benefits Loan Document, upon request of the Collateral) hereby irrevocably agree that the Liens granted to the Secured Parties Borrower in connection with any Disposition of Property permitted by the Loan Parties on Documents (including by way of merger and including any Collateral shall be automatically released (i) in full, as set forth in clause (b) below, (ii) upon the Disposition of such Collateral to any Person other than another Loan Party, to the extent such Disposition is permitted hereunder (and the Administrative Agent and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Party upon its reasonable request without further inquiry), (iii) to the extent such Collateral is comprised of property leased assets transferred to a Loan Party by a Person Subsidiary that is not a Loan Party, upon termination Party in a transaction permitted by this Agreement) or expiration of such lease, (iv) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 10.1), (v) to the extent the property constituting such Collateral is owned by any Guarantor, upon the release of such Guarantor from its Guarantee Obligations under the Guarantee and Collateral Agreement so long as such Guarantor is no longer a Loan Party hereunder, and (vi) to the extent such Collateral ceases to be Collateral. Any such release shall not in any manner discharge, affect, or impair the Secured Obligations or any Liens (other than those being released) upon (or obligations (other than those being released) of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral except to the extent otherwise released in accordance with the provisions of the Loan Documents. Additionally, the Lenders (and each other Secured Party by accepting the benefits of the Collateral) hereby irrevocably agree that the Guarantors shall be released from the Guarantees upon consummation of any transaction permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary, in each case, solely to the extent such Subsidiary ceasing to constitute a Restricted Subsidiary or otherwise becoming an Excluded Subsidiary is not prohibited by this Agreementor ceasing to be a Subsidiary, or, in the case all Liens and Guarantees on such assets or all assets of a Successor Holdings, the prior Holdings such Excluded Subsidiary or former Subsidiary shall be released in accordance with the conditions set forth in Section 7.11. The Lenders (and each other Secured Party by accepting the benefits of the Collateral) hereby authorize the Administrative Agent automatically terminate and the Collateral AgentAgent shall (without notice to, or vote or consent of, any Lender, or any Affiliate of any Lender that is a party to any Specified Hedge Agreement or documentation in respect of Specified Cash Management Obligations or Specified Additional Obligations) execute and deliver all releases reasonably necessary or desirable (i) to evidence the release of Liens created in any Collateral being Disposed of in such Disposition (including any assets of any Loan Party that becomes an Excluded Subsidiary) or of such Excluded Subsidiary or former Subsidiary, as applicable, at the expense (ii) to provide notices of the Borrowertermination of the assignment of any Property for which an assignment had been made pursuant to any of the Loan Documents which is being Disposed of in such Disposition or of such Excluded Subsidiary or former Subsidiary, to execute and deliver any instruments, documentsas applicable, and agreements necessary or desirable (iii) to evidence release the Guarantee and confirm the release any other obligations under any Loan Document of any Guarantor Person being Disposed of in such Disposition or Collateral pursuant to the foregoing provisions of this paragraphwhich becomes an Excluded Subsidiary or former Subsidiary, all without the further consent or joinder of any Lenderas applicable. Any representation, warranty or covenant contained in any Loan Document relating to any such Collateral Property so Disposed of (other than Property Disposed of to the Borrower or Guarantor any of its Restricted Subsidiaries) or of a Loan Party which becomes an Excluded Subsidiary or former Subsidiary, as applicable, shall no longer be deemed to be repeated solely once such Property is so Disposed of. In addition, upon the reasonable request of the Borrower in connection with respect (A) any Lien of the type permitted by Section 7.3(g) on Excluded Collateral to secure Indebtedness to be incurred pursuant to Section 7.2(c) (or pursuant to Section 7.2(d), 7.2(j), or 7.2(v) if such Indebtedness is of the type that is contemplated by Section 7.2(c)) if the holder of such Lien so requires, (B) any Lien securing Indebtedness pursuant to Section 7.2(t)(x) if the holder of such Lien so requires and pursuant to Section 7.2(t)(y) if the holder of such Lien so requires and if the holder of the applicable 246 |US-DOCS\115543490.9|| Indebtedness being refinanced also so requires, and in each case to the extent constituting Excluded Collateral, (C) any Lien of the type permitted by Sections 7.3(o), 7.3(r)(i), 7.3(t) or 7.3(bb), in each case, to the extent the obligations giving rise to such permitted Lien prohibit (or require the release of) the security interest of the Collateral Agent thereon and so long as such cash subject to such Lien is not included in the definition of Qualified Cash after giving effect thereto, or Guarantor7.3(kk) to the extent constituting Excluded Collateral, or (D) the ownership of joint ventures or other entities qualifying under clause (iv) of the definition of Excluded Equity Securities, the Collateral Agent shall execute and deliver all releases necessary or desirable to evidence that no Liens exist on such Excluded Collateral under the Loan Documents.
Appears in 1 contract
Samples: Credit Agreement (Revlon Inc /De/)
Release of Collateral and Guarantee Obligations; Subordination of Liens. (a) The Lenders and each Agent (and each other Secured Party by accepting the benefits of the Collateral) hereby irrevocably agree that the Liens granted to the Secured Parties Collateral Agent by the Loan Credit Parties on any Collateral shall be automatically released (i) in full, as set forth in clause (b) below, (ii) upon the sale, transfer or other Disposition of such Collateral (including as part of or in connection with any other sale, transfer or other disposition permitted hereunder) to any Person other than another Loan Credit Party, to the extent such Disposition sale, transfer or other disposition is permitted hereunder made in compliance with the terms of this Agreement (and the Administrative Agent and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Credit Party upon its reasonable request without further inquiry), (iii) to the extent such Collateral is comprised of property leased to a Loan Credit Party by a Person that is not a Loan Credit Party, upon termination or expiration of such lease, (iv) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 10.113.1), (v) to the extent the property constituting such Collateral is owned by any Guarantor, upon the release of such Guarantor from its Guarantee Obligations obligations under the Guarantee (in accordance with the second succeeding sentence and Section 25 of the Guarantee), (vi) as required by the Collateral Agreement so long as such Guarantor is no longer a Loan Party hereunderAgent to effect any sale, transfer or other disposition of Collateral in connection with any exercise of remedies of the Collateral Agent pursuant to the Security Documents and (vivii) to the extent such Collateral ceases to be Collateralotherwise becomes Excluded Capital Stock or Excluded Property. Any such release shall not in any manner discharge, affect, or impair the Secured Obligations or any Liens (other than those being released) upon (or obligations (other than those being released) of the Loan Credit Parties in respect of) all interests retained by the Loan Credit Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral except to the extent otherwise released in accordance with the provisions of the Loan Credit Documents. Additionally, the Lenders (and each other Secured Party by accepting the benefits of the Collateral) hereby irrevocably agree that the Guarantors any 210 Table of Contents Subsidiary Guarantor shall be released from its obligations under the Guarantees Guarantee upon consummation of any transaction permitted hereunder resulting in such Subsidiary Guarantor ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary, in each case, solely to the extent such Subsidiary ceasing to constitute a Restricted Subsidiary or otherwise becoming an Excluded Subsidiary is not prohibited by this Agreement, or, in the case of a Successor Holdings, the prior Holdings shall be released in accordance with the conditions set forth in Section 7.11. The Lenders (and each other Secured Party by accepting the benefits of the Collateral) hereby authorize the Administrative Agent and the Collateral Agent, as applicable, at the expense of the Borrower, to execute and deliver any instruments, documents, and agreements necessary or desirable to evidence and confirm the release of any Guarantor or Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lender. Any representation, warranty or covenant contained in any Loan Credit Document relating to any such Collateral or Guarantor shall no longer be deemed to be repeated solely with respect to such Collateral or Guarantorrepeated.
Appears in 1 contract
Samples: Credit Agreement (Amsurg Corp)
Release of Collateral and Guarantee Obligations; Subordination of Liens. (a) The Lenders and each Agent (and each other Secured Party by accepting the benefits of the Collateral) hereby irrevocably agree that the Liens granted Notwithstanding anything to the Secured Parties contrary contained herein or in any other Loan Document, in connection with any Disposition permitted by the Loan Parties on Documents or permitted by the Required Lenders, (i) the security interest in any Collateral being Disposed of in such Disposition shall be automatically released to the extent that such Disposition does not (iA) pertain to Capital Stock of the Borrower or any Subsidiary Guarantor or other Collateral in full, as set forth the possession of the Collateral Agent or (B) involve the filing of amendments to or termination of any financing statement or mortgage in clause (b) below, favor of the Collateral Agent on behalf of the Secured Parties and (ii) upon the Disposition request of such the Borrower, the Collateral Agent shall (without notice to, or vote or consent of, any Lender, any Hedge Counterparty that is a party to any Specified Hedge Agreement or any Cash Management Counterparty that is a party to any Cash Management Document or contingent or indemnification obligations not then asserted or due) take such actions as shall be required to release its security interest in any Collateral being Disposed of in such Disposition, and to release any Guarantee Obligations under any Loan Document of any Person other than another Loan Partybeing Disposed of in such Disposition, to the extent necessary to permit consummation of such Disposition is permitted hereunder (and the Administrative Agent and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Party upon its reasonable request without further inquiry), (iii) to the extent such Collateral is comprised of property leased to a Loan Party by a Person that is not a Loan Party, upon termination or expiration of such lease, (iv) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 10.1), (v) to the extent the property constituting such Collateral is owned by any Guarantor, upon the release of such Guarantor from its Guarantee Obligations under the Guarantee and Collateral Agreement so long as such Guarantor is no longer a Loan Party hereunder, and (vi) to the extent such Collateral ceases to be Collateral. Any such release shall not in any manner discharge, affect, or impair the Secured Obligations or any Liens (other than those being released) upon (or obligations (other than those being released) of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral except to the extent otherwise released in accordance with the provisions Loan Documents (including, without limitation, returning any Capital Stock that is so Disposed of and that is in possession of the Loan Documents. AdditionallyCollateral Agent and delivering, or authorizing the Lenders (and each other Secured Party by accepting the benefits filing of, amendments or terminations of any financing statements or mortgages in favor of the Collateral) hereby irrevocably agree that the Guarantors shall be released from the Guarantees upon consummation of any transaction permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary, in each case, solely to the extent such Subsidiary ceasing to constitute a Restricted Subsidiary or otherwise becoming an Excluded Subsidiary is not prohibited by this Agreement, or, in the case of a Successor Holdings, the prior Holdings shall be released in accordance with the conditions set forth in Section 7.11. The Lenders (and each other Secured Party by accepting the benefits of the Collateral) hereby authorize the Administrative Collateral Agent and covering the Collateral Agent, as applicable, at the expense of the Borrower, to execute and deliver any instruments, documents, and agreements necessary or desirable to evidence and confirm the release of any Guarantor or Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lenderso Disposed of). Any representation, warranty or covenant contained in any Loan Document relating to any such Collateral Property so Disposed of (other than Property Disposed of to the Borrower or Guarantor any of its respective Subsidiaries) shall no longer be deemed to be repeated solely once such Property is so Disposed of. Notwithstanding anything to the contrary contained herein or in any other Loan Document, in connection with respect any Indebtedness or Lien permitted to be incurred by the Loan Documents or permitted by the Required Lenders, the Collateral Agent shall (without notice to, or vote or consent of, any Lender, any Hedge Counterparty that is a party to any Specified Hedge Agreement or any Cash Management Counterparty that is a party to any Cash Management Document) deliver or authorize the filing of an amendment to any financing statement in favor of the Collateral Agent covering the Collateral to the extent necessary to permit the incurrence of such Indebtedness or Lien and to the extent deemed reasonably necessary by each of the Collateral or GuarantorAgent and the Borrower; provided that such amendment shall not materially detract from the value of the Collateral.
Appears in 1 contract
Release of Collateral and Guarantee Obligations; Subordination of Liens. (a) The Lenders and each Agent (and each other Secured Party by accepting the benefits of the Collateral) hereby irrevocably agree that the Liens granted to the Secured Parties Collateral Agent by the Loan Credit Parties on any Collateral shall be automatically released (i) in full, as set forth in clause (b) below, (ii) upon the sale, exchange, issuance, transfer or other Disposition (other than an operating lease or a license) (including by the termination of Financing Lease Obligations or the repossession of the leased property in a Financing Lease Obligation by the lessor or by means of a distribution or Restricted Payment) of such Collateral (including as part of or in connection with any other sale, exchange, issuance, transfer or other Disposition permitted hereunder) to any Person other than another Loan Credit Party, to the extent such sale, exchange, issuance, transfer or other Disposition is permitted hereunder made in compliance with the terms of this Agreement (and the Administrative Agent and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Credit Party upon its reasonable request without further inquiry), (iii) to the extent such Collateral is comprised of property leased to a Loan Credit Party by a Person that is not a Loan Credit Party, upon termination or expiration of such lease, (iv) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 10.113.1), (v) to the extent the property constituting such Collateral is owned by any Guarantor, upon the release or discharge of such Guarantor from its Guarantee Obligations obligations under the Guarantee (in accordance with the second and Collateral Agreement so long as such Guarantor is no longer a Loan Party hereunderthird succeeding sentences and Section 25 of the Guarantee), and (vi) as required by the Collateral Agent to effect any sale, exchange, transfer or other Disposition of Collateral in connection with any enforcement action or exercise of remedies taken by the Collateral Agent in accordance with the terms of the Equal Priority Intercreditor Agreement and the Security Documents, (vii) to the extent such Collateral ceases is or otherwise becomes Excluded Capital Stock or Excluded Property (other than pursuant to be Collateralclause (c) of the definition thereof), and (viii) with respect to Collateral that is Capital Stock, upon (i) the dissolution or liquidation of the issuer of that Capital Stock that is not prohibited by the Credit Documents or (ii) upon the designation by the Borrower of such issuer of Capital Stock as an Unrestricted Subsidiary under this Agreement. Any such release shall not in any manner discharge, affect, or impair the Secured Obligations or any Liens (other than those being released) upon (or obligations Obligations (other than those being released) of the Loan Credit Parties in respect of) all interests retained by the Loan Credit Parties, including the proceeds of any saledisposition, all of which shall continue to constitute part of the Collateral except to the extent otherwise released in accordance with the provisions of the Loan Credit Documents. Additionally, the Lenders (and each other Secured Party by accepting the benefits of the Collateral) hereby irrevocably agree that the Guarantors shall be released from the Guarantees Guarantee upon consummation of any transaction permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary (including in connection with any designation of an Unrestricted Subsidiary) (provided that a Guarantor shall not be released from the Guarantee solely as a result of becoming a non-wholly owned Restricted Subsidiary in connection with a de minimis transfer of Capital Stock in such Guarantor if there is no bona fide business purpose for such transfer of Capital Stock and such transfer of Capital Stock is intended solely to obtain a release of the Guarantee, in each case, solely to case as determined in good faith by the extent such Subsidiary ceasing to constitute a Restricted Subsidiary or otherwise becoming an Excluded Subsidiary is not prohibited by this Agreement, or, in the case of a Successor Holdings, the prior Holdings shall be released in accordance with the conditions set forth in Section 7.11Borrower). The Lenders (and each other Secured Party by accepting the benefits of the Collateral) hereby authorize the Administrative Agent and the Collateral Agent, as applicable, at the expense of the Borrower, to execute and deliver any instruments, documents, and agreements necessary or desirable to evidence and confirm the release of any Guarantor or Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lender. Any representation, warranty or covenant contained in any Loan Credit Document relating to any such Collateral or Guarantor shall no longer be deemed to be repeated solely with respect to such Collateral or Guarantorrepeated.
Appears in 1 contract
Release of Collateral and Guarantee Obligations; Subordination of Liens. (a) The Lenders (including in their capacities as a potential Hedge Bank and each Agent (and each other Secured Party by accepting the benefits of the Collaterala potential Cash Management Bank) hereby irrevocably agree that the Liens granted to the Secured Parties Collateral Agent by the Loan Credit Parties on any Collateral shall be automatically released (i) in full, as set forth in clause (b) below, (ii) upon the sale, transfer or other Disposition (including any disposition by means of a distribution or Restricted Payment) of such Collateral (including as part of or in connection with any other sale, transfer or other Disposition permitted hereunder) to any Person other than another Loan Credit Party, to the extent such sale, transfer or other Disposition is permitted hereunder made in compliance with the terms of this Agreement (and the Administrative Agent and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Credit Party upon its reasonable request without further inquiry), (iii) to the extent such Collateral is comprised of property leased to a Loan Credit Party by a Person that is not a Loan Credit Party, upon termination or expiration of such lease, (iv) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 10.113.1), (v) to the extent the property constituting such Collateral is owned by any Guarantor, upon the release of such Guarantor from its Guarantee Obligations obligations under the Guarantee (in accordance with the second and third succeeding sentences and Section 25 of the Guarantee), (vi) as required by the Collateral Agreement so long as such Guarantor is no longer a Loan Party hereunderAgent to effect any sale, transfer or other disposition of Collateral in connection with any exercise of remedies of the Collateral Agent pursuant to the Security Documents and (vivii) to the extent such Collateral ceases otherwise becomes Excluded Capital Stock or Excluded Property (other than pursuant to be Collateralclause (c) of the definition thereof). Any such release shall not in any manner discharge, affect, or impair the Secured Obligations or any Liens (other than those being released) upon (or obligations Obligations (other than those being released) of the Loan Credit Parties in respect of) all interests retained by the Loan Credit Parties, including the proceeds of any saledisposition, all of which shall continue to constitute part of the Collateral except to the extent otherwise released in accordance with the provisions of the Loan Credit Documents. Additionally, the Lenders (and each other Secured Party by accepting the benefits of the Collateral) hereby irrevocably agree that the Guarantors shall be released from the Guarantees Guarantee upon consummation of any transaction permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary, in each case, solely to the extent such Subsidiary ceasing to constitute a Restricted Subsidiary or otherwise becoming an Excluded Subsidiary is (including in connection with any designation of an Unrestricted Subsidiary), provided that if such Subsidiary becomes an Excluded Subsidiary as a result of such Subsidiary ceasing to be a Wholly Owned Subsidiary, such Subsidiary shall not prohibited by this Agreement, or, in the case be released from its Guarantee as a result of a Successor Holdings, transfer of Capital Stock in such Subsidiary if there is no bona fide business purpose for such transfer of such Capital Stock or the prior Holdings shall be released in accordance with primary purpose of such transfer of Capital Stock is intended to obtain a release of such Subsidiary from the conditions set forth in Section 7.11Guarantee. The Lenders (and each other Secured Party by accepting the benefits of the Collateral) hereby authorize the Administrative Agent and the Collateral Agent, as applicable, at the expense of the Borrower, to execute and deliver any instruments, documents, and agreements necessary or desirable to evidence and confirm the release of any Guarantor or Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lender. Any representation, warranty or covenant contained in any Loan Credit Document relating to any such Collateral or Guarantor shall no longer be deemed to be repeated solely with respect to such Collateral or Guarantorrepeated.
Appears in 1 contract
Release of Collateral and Guarantee Obligations; Subordination of Liens. (a) The Lenders and each Agent (and each 465. Notwithstanding anything to the contrary contained herein or in any other Secured Party by accepting the benefits Loan Document, upon request of the Collateral) hereby irrevocably agree that the Liens granted to the Secured Parties Borrower in connection with any Disposition of Property permitted by the Loan Parties on Documents (including by way of merger and including any Collateral shall be automatically released (i) in full, as set forth in clause (b) below, (ii) upon the Disposition of such Collateral to any Person other than another Loan Party, to the extent such Disposition is permitted hereunder (and the Administrative Agent and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Party upon its reasonable request without further inquiry), (iii) to the extent such Collateral is comprised of property leased assets transferred to a Loan Party by a Person Subsidiary that is not a Loan Party, upon termination Party in a transaction permitted by this Agreement) or expiration of such lease, (iv) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 10.1), (v) to the extent the property constituting such Collateral is owned by any Guarantor, upon the release of such Guarantor from its Guarantee Obligations under the Guarantee and Collateral Agreement so long as such Guarantor is no longer a Loan Party hereunder, and (vi) to the extent such Collateral ceases to be Collateral. Any such release shall not in any manner discharge, affect, or impair the Secured Obligations or any Liens (other than those being released) upon (or obligations (other than those being released) of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral except to the extent otherwise released in accordance with the provisions of the Loan Documents. Additionally, the Lenders (and each other Secured Party by accepting the benefits of the Collateral) hereby irrevocably agree that the Guarantors shall be released from the Guarantees upon consummation of any transaction permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary, in each case, solely to the extent such Subsidiary ceasing to constitute a Restricted Subsidiary or otherwise becoming an Excluded Subsidiary is not prohibited by or ceasing to be a Subsidiary and subject the last sentence of this AgreementSection 10.15(a), orall Liens and Guarantees on such assets or all assets of such Excluded Subsidiary or former Subsidiary shall automatically terminate and, in the case upon delivery of a Successor Holdingspro forma Borrowing Base Certificate demonstrating compliance with the last sentence of this Section 10.15(a), the prior Holdings Collateral Agent shall be released (without notice to, or vote or consent of, any Lender, or any Affiliate of any Lender that is a party to any Specified Hedge Agreement or documentation in accordance with respect of Specified Cash Management Obligations or Specified Additional Obligations) execute and deliver all releases reasonably necessary or desirable 238 US-DOCS\123668313.8 xxxxx.xx evidence the conditions set forth release of Liens created in Section 7.11. The Lenders any Collateral being Disposed of in such Disposition (and each other Secured including any assets of any Loan Party by accepting the benefits that becomes an Excluded Subsidiary) or of the Collateral) hereby authorize the Administrative Agent and the Collateral Agentsuch Excluded Subsidiary or former Subsidiary, as applicable, at the expense xxxxxx.xx provide notices of the Borrowertermination of the assignment of any Property for which an assignment had been made pursuant to any of the Loan Documents which is being Disposed of in such Disposition or of such Excluded Subsidiary or former Subsidiary, to execute and deliver any instruments, documentsas applicable, and agreements necessary or desirable to evidence xxxxxxx.xx release the Guarantee and confirm the release any other obligations under any Loan Document of any Guarantor Person being Disposed of in such Disposition or Collateral pursuant to the foregoing provisions of this paragraphwhich becomes an Excluded Subsidiary or former Subsidiary, all without the further consent or joinder of any Lenderas applicable. Any representation, warranty or covenant contained in any Loan Document relating to any such Collateral Property so Disposed of (other than Property Disposed of to the Borrower or Guarantor any of its Restricted Subsidiaries) or of a Loan Party which becomes an Excluded Subsidiary or former Subsidiary, as applicable, shall no longer be deemed to be repeated solely once such Property is so Disposed of. In addition, upon the reasonable request of the Borrower in connection with respect (A) any Lien of the type permitted by Section 7.3(g) on Excluded Collateral to secure Indebtedness to be incurred pursuant to Section 7.2(c) (or pursuant to Section 7.2(d), 7.2(j), or 7.2(v) if such Collateral or Guarantor.Indebtedness is of the type that is contemplated by Section 7.2(c)) if the holder of such Lien so requires,
Appears in 1 contract
Samples: Collateral Agreement (Revlon Consumer Products Corp)
Release of Collateral and Guarantee Obligations; Subordination of Liens. (a) The Lenders and each Agent Notwithstanding anything to the contrary contained herein or in any other Loan Document, (and each other Secured Party by accepting the benefits i) upon request of the CollateralBorrower (A) hereby irrevocably agree that the Liens granted to the Secured Parties in connection with any Disposition of Property permitted by the Loan Parties on any Collateral shall be automatically released (i) in full, as set forth in clause (b) belowDocuments, (ii) upon the Disposition of such Collateral to any Person other than another Loan Party, to the extent such Disposition is permitted hereunder (and the Administrative Agent and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Party upon its reasonable request without further inquiry), (iii) to the extent such Collateral is comprised of property leased to a Loan Party by a Person that is not a Loan Party, upon termination or expiration of such lease, (ivB) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage all of the Lenders whose consent may be hereunder, to the extent required in accordance with by Section 10.1), (vC) with respect to the extent the property constituting such Collateral is Property owned by any Guarantor, a Subsidiary Guarantor upon the release of such Subsidiary Guarantor from its Guarantee Obligations obligations under the Guarantee and Collateral Agreement so long pursuant to clause (ii) below or (D) as otherwise may be expressly provided in the relevant Security Documents or the ABL Intercreditor Agreement, the Administrative Agent shall (without notice to, or vote or consent of, any Lender, or any affiliate of any Lender that is a party to any Specified Hedge Agreement or contingent or indemnification obligations not then due) take such Guarantor is no longer a Loan Party hereunder, actions as shall be required to release its security interest in any Collateral and (vi) to the extent such Collateral ceases to be Collateral. Any such release shall not in any manner discharge, affect, or impair the Secured Obligations or any Liens (other than those being releasedii) upon (or obligations (other than those being released) the request of the Loan Parties Borrower in respect ofconnection with (A) all interests retained by the Loan Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral except to the extent otherwise released in accordance with the provisions of the Loan Documents. Additionally, the Lenders (and each other Secured Party by accepting the benefits of the Collateral) hereby irrevocably agree that the Guarantors shall be released from the Guarantees upon consummation of any a transaction or designation permitted hereunder resulting in such that causes any Subsidiary ceasing Guarantor to constitute a Restricted Subsidiary, or otherwise becoming become an Excluded Subsidiary, or (B) if approved, authorized or ratified in each casewriting by the Required Lenders (or all of the Lenders hereunder, solely to the extent such Subsidiary ceasing to constitute a Restricted Subsidiary or otherwise becoming an Excluded Subsidiary is not prohibited required by this AgreementSection 10.1), or, in the case of a Successor Holdings, the prior Holdings shall be released in accordance with the conditions set forth in Section 7.11. The Lenders (and each other Secured Party by accepting the benefits of the Collateral) hereby authorize the Administrative Agent and the Collateral Agentshall (without notice to, as applicableor vote or consent of, at the expense of the Borrowerany Lender, to execute and deliver or any instruments, documents, and agreements necessary or desirable to evidence and confirm the release affiliate of any Lender that is a party to any Specified Hedge Agreement or contingent or indemnification obligations not then due) take such actions as shall be required to release such Subsidiary Guarantor or Collateral pursuant from its obligations under the Loan Documents to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lenderwhich it is a party. Any representation, warranty or covenant contained in any Loan Document relating to any such Collateral Property or Guarantor Person so released (other than Property Disposed of to the Borrower or any of its Restricted Subsidiaries) shall no longer be deemed to be repeated solely with respect to once such Collateral or GuarantorProperty is so Disposed of.
Appears in 1 contract
Release of Collateral and Guarantee Obligations; Subordination of Liens. (a) The Lenders and each Agent (and each other Secured Party by accepting the benefits of the Collateral) hereby irrevocably agree that the Liens granted to the Secured Parties by the Loan Parties on any Collateral shall be automatically released (i) in full, as set forth in clause (b) below, (ii) upon the Disposition of such Collateral to any Person other than another Loan Party, to the extent such Disposition is permitted hereunder (and the Administrative Agent and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Party upon its reasonable request without further inquiry), (iii) to the extent such Collateral is comprised of property leased to a Loan Party by a Person that is not a Loan Party, upon the execution and delivery of any Capital Lease otherwise permitted hereunder (as to the Property subject to such Capital Lease, only to the extent required by the lessor thereunder) or otherwise upon termination or expiration of such lease, (iv) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 10.1), (v) to the extent the property constituting such Collateral is owned by any Guarantor, upon the release of such Guarantor from its Guarantee Obligations under the Guarantee and Collateral Agreement so long as such Guarantor is no longer a Loan Party hereunder, and (vi) to the extent such Collateral ceases to be CollateralCollateral (including by virtue of becoming or constituting an Excluded Asset). Any such release shall not in any manner discharge, affect, or impair the Secured Obligations or any Liens (other than those being released) upon (or obligations (other than those being released) of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral except to the extent otherwise released in accordance with the provisions of the Loan Documents. Additionally, the Lenders (and each other Secured Party by accepting the benefits of the Collateral) hereby irrevocably agree that the Guarantors shall be released from the Guarantees guarantees upon consummation of any transaction permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary, in each case, solely to the extent such Subsidiary ceasing to constitute a Restricted Subsidiary or otherwise becoming an Excluded Subsidiary is not prohibited by this AgreementAgreement (and any consents required pursuant to Section 10.1(a)(iv), if applicable, shall have been obtained (it being understood and agreed that such release shall not give rise to any additional consent requirements other than those explicitly set forth in Section 10.1)), or, in the case of a Successor Holdings, the prior Holdings shall be released in accordance with the conditions set forth in Section 7.11; provided, that with respect to any release of a Guarantor pursuant to clause (a) of the definition of Excluded Subsidiary to the extent any Loan Party retains a direct or indirect interest in such Subsidiary after such release transaction, (A) immediately before and after such release, (x) no Event of Default shall have occurred and be continuing and (y) the Borrower shall be in compliance with the Financial Condition Covenant on a Pro Forma Basis regardless of whether the Financial Covenant Condition is then in effect, (B) the release of any such Excluded Subsidiary shall constitute an Investment by the applicable Group Members therein at the date of release in an amount equal to the Fair Market Value of the Group Members’ Investment therein, and (C) the Borrower shall have delivered to the Administrative Agent an officer’s certificate executed by a Responsible Officer of the Borrower, certifying compliance with the requirements of the preceding clauses (A) and (B). The Lenders (and each other Secured Party by accepting the benefits of the Collateral) hereby authorize the Administrative Agent and the Collateral Agent, as applicable, at the expense of the Borrower, to execute and deliver any instruments, documents, and agreements necessary or desirable to evidence and confirm the release of any Guarantor or Collateral pursuant to the foregoing provisions of this paragraphclause (a), all without the further consent consent, joinder or joinder acknowledgement of any LenderLender and without any recourse to or warranty by the Administrative Agent or Collateral Agent. Any representation, warranty or covenant contained in any Loan Document relating to any such Collateral or Guarantor shall no longer be deemed to be repeated solely with respect to such Collateral or Guarantor.
Appears in 1 contract
Samples: Credit Agreement (Mavenir Private Holdings II Ltd.)
Release of Collateral and Guarantee Obligations; Subordination of Liens. (a) The Lenders and each Agent (and each other Secured Party by accepting the benefits of the Collateral) hereby irrevocably agree that the Liens granted Notwithstanding anything to the Secured Parties contrary contained herein or in any other Loan Document, in connection with any Disposition permitted by the Loan Parties on Documents or permitted by the Required Lenders, (i) the security interest in any Collateral being Disposed of in such Disposition shall be automatically released to the extent that such Disposition does not (iA) pertain to Capital Stock of the Borrower or any Subsidiary Guarantor or other Collateral in full, as set forth the possession of the Collateral Agent or (B) involve the filing of amendments to or termination of any financing statement or mortgage in clause (b) below, favor of the Collateral Agent on behalf of the Secured Parties and (ii) upon the Disposition request of such the Borrower, the Collateral Agent shall (without notice to, or vote or consent of, any Lender, any Hedge Counterparty that is a party to any Specified Hedge Agreement or any Cash Management Counterparty that is a party to any Cash Management Document or contingent or indemnification obligations not then asserted or due) take such actions as shall be required to release its security interest in any Collateral being Disposed of in such Disposition, and to release any Guarantee Obligations under any Loan Document of any Person other than another Loan Partybeing Disposed of in such Disposition, to the extent necessary to permit consummation of such Disposition is permitted hereunder (and the Administrative Agent and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Party upon its reasonable request without further inquiry), (iii) to the extent such Collateral is comprised of property leased to a Loan Party by a Person that is not a Loan Party, upon termination or expiration of such lease, (iv) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 10.1), (v) to the extent the property constituting such Collateral is owned by any Guarantor, upon the release of such Guarantor from its Guarantee Obligations under the Guarantee and Collateral Agreement so long as such Guarantor is no longer a Loan Party hereunder, and (vi) to the extent such Collateral ceases to be Collateral. Any such release shall not in any manner discharge, affect, or impair the Secured Obligations or any Liens (other than those being released) upon (or obligations (other than those being released) of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral except to the extent otherwise released in accordance with the provisions Loan Documents (including, without limitation, returning any Capital Stock that is so Disposed of and that is in possession of the Loan Documents. AdditionallyCollateral Agent and delivering, or authorizing the Lenders (and each other Secured Party by accepting the benefits filing of, amendments or terminations of any financing statements or mortgages in favor of the Collateral) hereby irrevocably agree that the Guarantors shall be released from the Guarantees upon consummation of any transaction permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary, in each case, solely to the extent such Subsidiary ceasing to constitute a Restricted Subsidiary or otherwise becoming an Excluded Subsidiary is not prohibited by this Agreement, or, in the case of a Successor Holdings, the prior Holdings shall be released in accordance with the conditions set forth in Section 7.11. The Lenders (and each other Secured Party by accepting the benefits of the Collateral) hereby authorize the Administrative Collateral Agent and covering the Collateral Agent, as applicable, at the expense of the Borrower, to execute and deliver any instruments, documents, and agreements necessary or desirable to evidence and confirm the release of any Guarantor or Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lenderso Disposed of). Any representation, warranty or covenant contained in any Loan Document relating to any such Collateral Property so Disposed of (other than Property Disposed of to the Borrower or Guarantor any of its respective Subsidiaries) shall no longer be deemed to be repeated solely once such Property is so Disposed of. Notwithstanding anything to the contrary contained herein or in any other Loan Document, in connection with respect any Indebtedness or Lien permitted to be incurred by the Loan Documents or permitted by the Required Lenders, the Collateral Agent shall (without notice to, or vote or consent of, any Lender, any Hedge Counterparty that is a party to any Specified Hedge Agreement or any Cash Management Counterparty that is a party to any Cash Management Document) deliver or authorize the filing of an amendment to any financing statement in favor of the Collateral Agent covering the Collateral to the extent necessary to permit the incurrence of such Indebtedness or Lien and to the extent deemed reasonably necessary by each of the Collateral or Guarantor.Agent and the Borrower; provided that such amendment shall not materially detract from the value of the Collateral. 124
Appears in 1 contract
Release of Collateral and Guarantee Obligations; Subordination of Liens. (a) The Lenders and each Agent (and each other Secured Party by accepting the benefits of the Collateral) hereby irrevocably agree that the Liens granted to the Secured Parties Collateral Agent by the Loan Parties on any Collateral shall be automatically released (i) in full, as set forth in clause (b) below, (ii) upon the Disposition sale or other transfer of such Collateral (including as part of or in connection with any other sale or other transfer permitted hereunder) to any Person other than another Loan Party, to the extent such Disposition sale, transfer or other disposition is permitted hereunder made in compliance with the terms of this Agreement (and the Administrative Agent and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Party upon its reasonable request without further inquiry), (iii) to the extent such Collateral is comprised of property leased to a Loan Party by a Person that is not a Loan Party, upon termination or expiration of such lease, (iv) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 10.110.01), (v) to the extent the property constituting such Collateral is owned by any Guarantor, upon the release of such Guarantor from its Guarantee Obligations obligations under the Guarantee and Collateral Agreement so long as such Guarantor is no longer a Loan Party hereunderGuaranty (in accordance with the second succeeding sentence), and (vi) as required by the Collateral Agent to effect any sale, transfer or other disposition of Collateral in connection with any exercise of remedies of the Collateral Agent pursuant to the Collateral Documents, (vii) to the extent such Collateral ceases to be Collateralotherwise becomes Excluded Assets and (viii) in the case of (A) the Guarantee of the Obligations by Holdings and (B) the pledge by Holdings of the Equity Interests of the Borrower, in each case, upon the consummation of a Qualifying IPO of the Borrower resulting in Holdings owning, directly or indirectly, no more than 49.99% of the common equity interests of the Borrower. Any such release shall not in any manner discharge, affect, or impair the Secured Obligations or any Liens (other than those being released) upon (or obligations (other than those being released) of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral except to the extent otherwise released in accordance with the provisions of the Loan Documents. Additionally, the Lenders (and each other Secured Party by accepting the benefits of the Collateral) hereby irrevocably agree that the Guarantors shall be released from the Guarantees Guaranties upon consummation of any transaction permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary, in each case, solely to the extent such Subsidiary ceasing to constitute a Restricted Subsidiary or otherwise becoming an Excluded Subsidiary is not prohibited by this Agreement, or, in the case of a Successor Holdings, the prior Holdings shall be released in accordance with the conditions set forth in Section 7.11. The Lenders (and each other Secured Party by accepting the benefits of the Collateral) hereby authorize the Administrative Agent and the Collateral Agent, as applicable, at the expense of the Borrower, to execute and deliver any instruments, documents, and agreements necessary or desirable to evidence and confirm the release of any Guarantor or Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lender; provided that, upon request by the Administrative Agent or Collateral Agent (and, in each case, prior to the Administrative Agent and Collateral Agent being required to execute and deliver (or file and/or record) such instruments, documents or agreements or otherwise comply with this sentence), the Borrower shall be required to deliver a certificate to the Administrative Agent and Collateral Agent confirming that such sale or transfer of Collateral is permitted under the Loan Documents (in the case of clause (ii) of this Section 10.24(a)) or such release of a Guarantor is permitted under the Loan Documents (in the case of clause (v) of this Section 10.24(a)), and the Administrative Agent and Collateral Agent shall be permitted to rely upon such certificate without incurring any liability therefor. Any representation, warranty or covenant contained in any Loan Document relating to any such released Collateral or Guarantor shall no longer be deemed to be repeated solely with respect to such Collateral or Guarantorrepeated.
Appears in 1 contract
Release of Collateral and Guarantee Obligations; Subordination of Liens. (a) The Lenders and each Agent (and each Notwithstanding anything to the contrary contained herein or in any other Secured Party by accepting the benefits Loan Document, upon request of the Collateral) hereby irrevocably agree that the Liens granted to the Secured Parties Borrower in connection with any Disposition of Property permitted by the Loan Parties on Documents (including by way of merger and including any Collateral shall be automatically released (i) in full, as set forth in clause (b) below, (ii) upon the Disposition of such Collateral to any Person other than another Loan Party, to the extent such Disposition is permitted hereunder (and the Administrative Agent and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Party upon its reasonable request without further inquiry), (iii) to the extent such Collateral is comprised of property leased assets transferred to a Loan Party by a Person Subsidiary that is not a Loan PartyParty in a transaction permitted by this Agreement) or any Loan Party becoming an Excluded Subsidiary or ceasing to be a Subsidiary, upon termination all Liens and Guarantees on such assets or expiration all assets of such leaseExcluded Subsidiary (other than pursuant to clause (b) of the definition thereof) or former Subsidiary shall automatically terminate and the Collateral Agent shall (without notice to, or vote or consent of, any Lender, or any Affiliate of any Lender that is a party to any Specified Hedge Agreement or documentation in respect of Specified Cash Management Obligations or Specified Additional Obligations) execute and deliver all releases reasonably necessary or desirable (ivi) if to evidence the release of Liens created in any Collateral being Disposed of in such Lien is approvedDisposition (including any assets of any Loan Party that becomes an Excluded Subsidiary) or of such Excluded Subsidiary or former Subsidiary, authorized or ratified in writing by the Required Lenders as applicable, (or such other percentage ii) to provide notices of the Lenders whose consent may be required termination of the assignment of any Property for which an assignment had been made pursuant to any of the Loan Documents which is being Disposed of in accordance with Section 10.1)such Disposition or of such Excluded Subsidiary or former Subsidiary, as applicable, and (viii) to release the Guarantee and any other obligations under any Loan Document of any Person being Disposed of in such Disposition or which becomes an Excluded Subsidiary or former Subsidiary, as applicable; provided, that to the extent the property constituting such Collateral Property being so Disposed has a Fair Market Value in excess of $25,000,000, the Borrower shall deliver a certificate of a Responsible Officer certifying that the Disposition is owned by any Guarantor, upon the release of such Guarantor from its Guarantee Obligations under the Guarantee and Collateral Agreement so long as such Guarantor is no longer a Loan Party hereunder, and (vi) to the extent such Collateral ceases to be Collateral. Any such release shall not in any manner discharge, affect, or impair the Secured Obligations or any Liens (other than those being released) upon (or obligations (other than those being released) of the Loan Parties in respect of) all interests retained permitted by the Loan Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral except to the extent otherwise released in accordance with the provisions of the Loan Documents. Additionally, the Lenders (and each other Secured Party by accepting the benefits of the Collateral) hereby irrevocably agree that the Guarantors shall be released from the Guarantees upon consummation of any transaction permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary, in each case, solely to the extent such Subsidiary ceasing to constitute a Restricted Subsidiary or otherwise becoming an Excluded Subsidiary is not prohibited by this Agreement, or, in the case of a Successor Holdings, the prior Holdings shall be released in accordance with the conditions set forth in Section 7.11. The Lenders (and each other Secured Party by accepting the benefits of the Collateral) hereby authorize the Administrative Agent and the Collateral Agent, as applicable, at the expense of the Borrower, to execute and deliver any instruments, documents, and agreements necessary or desirable to evidence and confirm the release of any Guarantor or Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lender. Any representation, warranty or covenant contained in any Loan Document relating to any such Collateral Property so Disposed of (other than Property Disposed of to the Borrower or Guarantor any of its Restricted Subsidiaries) or of a Loan Party which becomes an Excluded Subsidiary or former Subsidiary, as applicable, shall no longer be deemed to be repeated solely once such Property is so Disposed of. In addition, upon the reasonable request of the Borrower in connection with respect (A) any Lien of the type permitted by Section 7.3(g) on Excluded Collateral to secure Indebtedness to be incurred pursuant to Section 7.2(c) (or pursuant to Section 7.2(d), 7.2(j), or 7.2(v) if such Indebtedness is of the type that is contemplated by Section 7.2(c)) if the holder of such Lien so requires, (B) any Lien securing Indebtedness pursuant to Section 7.2(t)(x) if the holder of such Lien so requires and pursuant to Section 7.2(t)(y) if the holder of such Lien so requires and if the holder of the applicable Indebtedness being refinanced also so requires, and in each case to the extent constituting Excluded Collateral, (C) any Lien of the type permitted by Sections 7.3(o), 7.3(r)(i), 7.3(t) or 7.3(bb), in each case, to the extent the obligations giving rise to such permitted Lien prohibit (or require the release of) the security interest of the Collateral Agent thereon and so long as such 226 #93138577v21 US-DOCS\115367111.15 LEGAL_US_E # 147442669.29 cash subject to such Lien is not included in the definition of Qualified Cash after giving effect thereto, or Guarantor7.3(kk) to the extent constituting Excluded Collateral, or (D) the ownership of joint ventures or other entities qualifying under clause (iv) of the definition of Excluded Equity Securities, the Collateral Agent shall execute and deliver all releases necessary or desirable to evidence that no Liens exist on such Excluded Collateral under the Loan Documents.
Appears in 1 contract
Samples: Credit Agreement (Revlon Inc /De/)
Release of Collateral and Guarantee Obligations; Subordination of Liens. (a) The Lenders and each Agent (and each other Secured Party by accepting the benefits of the Collateral) Issuing Banks hereby irrevocably agree that the Liens granted to the Secured Parties Collateral Agent by the Loan Parties on any Collateral shall be automatically released (i) in full, as set forth in clause (b) below, (ii) upon the Disposition sale or other transfer of such Collateral (including as part of or in connection with any other sale or other transfer permitted hereunder) to any Person other than another Loan Party, to the extent such Disposition sale, transfer or other disposition is permitted hereunder made in compliance with the terms of this Agreement (and the Administrative Agent and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Party upon its reasonable request without further inquiry), (iii) to the extent such Collateral is comprised of property leased to a Loan Party by a Person that is not a Loan Party, upon termination or expiration of such lease, (iv) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 10.110.01), (v) to the extent the property constituting such Collateral is owned by any Guarantor, upon the release of such Guarantor from its Guarantee Obligations obligations under the Guarantee and Guaranty (in accordance with the second succeeding sentence), (vi) as required by the Collateral Agreement so long as such Guarantor is no longer a Loan Party hereunderAgent to effect any sale, transfer or other disposition of Collateral in connection with any exercise of remedies of the Collateral Agent pursuant to the Collateral Documents and (vivii) to the extent such Collateral ceases to be Collateralotherwise becomes Excluded Assets. Any such release shall not in any manner discharge, affect, or impair the Secured Obligations or any Liens (other than those being released) upon (or obligations (other than those being released) of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral except to the extent otherwise released in accordance with the provisions of the Loan Documents. Additionally, the Lenders (and each other Secured Party by accepting the benefits of the Collateral) Issuing Banks hereby irrevocably agree that the Guarantors shall be released from the Guarantees Guaranties upon consummation of any transaction permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary, in each case, solely to the extent such Subsidiary ceasing to constitute a Restricted Subsidiary or otherwise becoming an Excluded Subsidiary is not prohibited by this Agreement, or, in the case of a Successor Holdings, the prior Holdings shall be released in accordance with the conditions set forth in Section 7.11. The Lenders (and each other Secured Party by accepting the benefits of the Collateral) Issuing Banks hereby authorize the Administrative Agent and the Collateral Agent, as applicable, at the expense of the Borrower, to execute and deliver any instruments, documents, and agreements necessary or desirable to evidence and confirm the release of any Guarantor or Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any LenderLender or Issuing Bank. Any representation, warranty or covenant contained in any Loan Document relating to any such released Collateral or Guarantor shall no longer be deemed to be repeated solely with respect to such Collateral or Guarantorrepeated.
Appears in 1 contract
Samples: Intercreditor Agreement (Life Time Group Holdings, Inc.)
Release of Collateral and Guarantee Obligations; Subordination of Liens. (a) The Lenders and each Agent (and each other Secured Party by accepting the benefits of the Collateral) Issuing Banks hereby irrevocably agree that the Liens granted to the Secured Parties Collateral Agent by the Loan Parties on any Collateral shall be automatically released (i) in full, as set forth in clause (b) below, (ii) upon the Disposition sale or other transfer of such Collateral (including as part of or in connection with any other sale or other transfer permitted hereunder) to any Person other than another Loan Party, to the extent such Disposition sale, transfer or other disposition is permitted hereunder made in compliance with the terms of this Agreement (and the Administrative Agent and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Party upon its reasonable request without further inquiry), (iii) to the extent such Collateral is comprised of property leased to a Loan Party by a Person that is not a Loan Party, upon termination or expiration of such lease, (iv) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 10.110.01), (v) to the extent the property constituting such Collateral is owned by any Guarantor, upon the release of such Guarantor from its Guarantee Obligations obligations under the Guarantee and Guaranty (in accordance with the second succeeding sentence), (vi) as required by the Collateral Agreement so long as such Guarantor is no longer a Loan Party hereunderAgent to effect any sale, transfer or other disposition of Collateral in connection with any exercise of remedies of the Collateral Agent pursuant to the Collateral Documents and (vivii) to the extent such Collateral ceases to be Collateralotherwise becomes Excluded Assets. Any such release shall not in any manner discharge, affect, or impair the Secured Obligations or any Liens (other than those being released) upon (or obligations (other than those being released) of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral except to the extent otherwise released in accordance with the provisions of the Loan Documents. Additionally, the Lenders (and each other Secured Party by accepting the benefits of the Collateral) Issuing Banks hereby irrevocably agree that the Guarantors shall be released from the Guarantees Guaranties upon consummation of any transaction permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded SubsidiarySubsidiary (other than, in each caseduring the Covenant Modification Period, solely to the extent as a result of such Subsidiary ceasing to constitute be a Restricted Subsidiary or otherwise becoming an Excluded Subsidiary is not prohibited by this Agreement, or, in the case of a Successor Holdings, the prior Holdings shall be released in accordance with the conditions set forth in Section 7.11wholly owned Subsidiary). The Lenders (and each other Secured Party by accepting the benefits of the Collateral) Issuing Banks hereby authorize the Administrative Agent and the Collateral Agent, as applicable, at the expense of the Borrower, to execute and deliver any instruments, documents, and agreements necessary or desirable to evidence and confirm the release of any Guarantor or Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any LenderLender or Issuing Bank. Any representation, warranty or covenant contained in any Loan Document relating to any such released Collateral or Guarantor shall no longer be deemed to be repeated solely with respect to such Collateral or Guarantorrepeated.
Appears in 1 contract
Release of Collateral and Guarantee Obligations; Subordination of Liens. (a) The Lenders and each Agent (and each Notwithstanding anything to the contrary contained herein or in any other Secured Party by accepting the benefits Loan Document, upon request of the Collateral) hereby irrevocably agree that the Liens granted to the Secured Parties Borrower in connection with any Disposition of Property permitted by the Loan Parties on Documents (including by way of merger and including any Collateral shall be automatically released (i) in full, as set forth in clause (b) below, (ii) upon the Disposition of such Collateral to any Person other than another Loan Party, to the extent such Disposition is permitted hereunder (and the Administrative Agent and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Party upon its reasonable request without further inquiry), (iii) to the extent such Collateral is comprised of property leased assets transferred to a Loan Party by a Person Subsidiary that is not a Loan PartyParty in a transaction permitted by this Agreement) or any Loan Party becoming an Excluded 149 Subsidiary or ceasing to be a Subsidiary (as used in this Section 10.15, upon termination “ceasing to be a Subsidiary” with respect to any Loan Party or expiration BrandCo Entity shall mean that no Loan Party or Affiliate thereof shall have retained any direct or indirect voting equity interests in such Person), all Liens and Guarantees on such assets or all assets of such leaseExcluded Subsidiary or former Subsidiary shall automatically terminate and the Collateral Agent shall (without notice to, or vote or consent of, any Lender) execute and deliver all releases reasonably necessary or desirable (ivi) if to evidence the release of Liens created in any Collateral being Disposed of in such Lien is approved, authorized or ratified in writing by the Required Lenders Disposition (or such other percentage including any assets of the Lenders whose consent may be required in accordance with Section 10.1), (v) to the extent the property constituting such Collateral is owned by any Guarantor, upon the release of such Guarantor from its Guarantee Obligations under the Guarantee and Collateral Agreement so long as such Guarantor is no longer a Loan Party hereunder, and (vi) to the extent such Collateral ceases to be Collateral. Any such release shall not in any manner discharge, affect, or impair the Secured Obligations or any Liens (other than those being released) upon (or obligations (other than those being released) of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral except to the extent otherwise released in accordance with the provisions of the Loan Documents. Additionally, the Lenders (and each other Secured Party by accepting the benefits of the Collateral) hereby irrevocably agree that the Guarantors shall be released from the Guarantees upon consummation of any transaction permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise becoming becomes an Excluded Subsidiary, in each case, solely to the extent ) or of such Subsidiary ceasing to constitute a Restricted Excluded Subsidiary or otherwise becoming an Excluded Subsidiary is not prohibited by this Agreement, or, in the case of a Successor Holdings, the prior Holdings shall be released in accordance with the conditions set forth in Section 7.11. The Lenders (and each other Secured Party by accepting the benefits of the Collateral) hereby authorize the Administrative Agent and the Collateral Agentformer Subsidiary, as applicable, at the expense (ii) to provide notices of the Borrowertermination of the assignment of any Property for which an assignment had been made pursuant to any of the Loan Documents which is being Disposed of in such Disposition or of such Excluded Subsidiary or former Subsidiary, to execute and deliver any instruments, documentsas applicable, and agreements necessary or desirable (iii) to evidence release the Guarantee and confirm the release any other obligations under any Loan Document of any Guarantor Person being Disposed of in such Disposition or Collateral pursuant to the foregoing provisions of this paragraphwhich becomes an Excluded Subsidiary or former Subsidiary, all without the further consent or joinder of any Lenderas applicable. Any representation, warranty or covenant contained in any Loan Document relating to any such Collateral Property so Disposed of (other than Property Disposed of to the Borrower or Guarantor any of its Restricted Subsidiaries) or of a Loan Party which becomes an Excluded Subsidiary or former Subsidiary, as applicable, shall no longer be deemed to be repeated solely once such Property is so Disposed of. In addition, upon the reasonable request of the Borrower in connection with respect (A) any Lien of the type permitted by Section 7.3(g) on Excluded Collateral to secure Indebtedness to be incurred pursuant to Section 7.2(c) (or pursuant to Section 7.2(d), 7.2(j), or 7.2(v) if such Indebtedness is of the type that is contemplated by Section 7.2(c)) if the holder of such Lien so requires, (B) any Lien securing Indebtedness pursuant to Section 7.2(t)(x) if the holder of such Lien so requires and pursuant to Section 7.2(t)(y) if the holder of such Lien so requires and if the holder of the applicable Indebtedness being refinanced also so requires, and in each case to the extent constituting Excluded Collateral, (C) any Lien of the type permitted by Sections 7.3(o), 7.3(r)(i), 7.3(t) or 7.3(bb), in each case, to the extent the obligations giving rise to such permitted Lien prohibit (or require the release of) the security interest of the Collateral Agent thereon and so long as such cash subject to such Lien is not included in the definition of Qualified Cash after giving effect thereto, or Guarantor7.3(kk) to the extent constituting Excluded Collateral, or (D) the ownership of joint ventures or other entities qualifying under clause (iv) of the definition of Excluded Equity Securities, the Collateral Agent shall execute and deliver all releases necessary or desirable to evidence that no Liens exist on such Excluded Collateral under the Loan Documents.
Appears in 1 contract
Release of Collateral and Guarantee Obligations; Subordination of Liens. (a) The Lenders and each Agent (and each other Secured Party by accepting the benefits of the Collateral) hereby irrevocably agree that the Liens granted to the Secured Parties by the Loan Parties on any Collateral shall be automatically released (i) in full, as set forth in clause (b) below, (ii) upon the Disposition disposition of such Collateral to any Person other than another Loan Party, to the extent such Disposition disposition is permitted hereunder (and the Administrative Agent and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Party upon its reasonable request without further inquiry), (iii) to the extent such Collateral is comprised of property leased to a Loan Party by a Person that is not a Loan Party, upon termination or expiration of such lease, (iv) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 10.110.01), (v) to the extent the property constituting such Collateral is owned by any Guarantor, upon the release of such Guarantor from its Guarantee Obligations obligations under the Guarantee (in accordance with the second succeeding sentence and Section 4.13 of the Guarantee), (vi) as required by the Administrative Agent or the Collateral Agreement so long as such Guarantor is no longer a Loan Party hereunderAgent to effect any sale, transfer or other disposition of Collateral in connection with any exercise of remedies of the Administrative Agent or Collateral Agent pursuant to the Collateral Documents and (vivii) to the extent such Collateral ceases to be Collateralotherwise becomes an Excluded Equity Interest or an Excluded Asset. Any such release shall not in any manner discharge, affect, or impair the Secured Obligations or any Liens (other than those being released) upon (or obligations (other than those being released) of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral except to the extent otherwise released in accordance with the provisions of the Loan Documents. Additionally, the Lenders (and each other Secured Party by accepting the benefits of the Collateral) hereby irrevocably agree that the Guarantors shall be released from the Guarantees upon consummation of any transaction permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary, in each case, solely to the extent such Subsidiary ceasing to constitute a Restricted Subsidiary or otherwise becoming an Excluded Subsidiary is not prohibited by this Agreement, or, in the case of a Successor Previous Holdings, the prior Holdings shall be released in accordance with the conditions set forth in the definition of “Holdings” and Section 7.117.04; provided that to the extent any Restricted Subsidiary becomes an Excluded Subsidiary and is released from its Guarantees hereunder, any such release shall constitute an Investment in such Excluded Subsidiary as of the date of such release. The Lenders (and each other Secured Party by accepting the benefits of the Collateral) hereby authorize the Administrative Agent and the Collateral Agent, as applicable, at the expense of the Borrower, to execute and deliver any instruments, documents, and agreements necessary or desirable to evidence and confirm the release of any Guarantor or Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lender. Any representation, warranty or covenant contained in any Loan Document relating to any such Collateral or Guarantor shall no longer be deemed to be repeated solely with respect to such Collateral or Guarantor.
Appears in 1 contract
Release of Collateral and Guarantee Obligations; Subordination of Liens. (a) The Lenders and each Agent (and each other Secured Party by accepting the benefits of the Collateral) hereby irrevocably agree that the Liens granted to the Secured Parties Collateral Agent by the Loan Credit Parties on any Collateral shall be automatically released (i) in full, as set forth in clause (b) below, (ii) upon the Disposition sale, transfer or other disposition of such Collateral (including as part of or in connection with any other sale, transfer or other disposition permitted hereunder) to any Person other than another Loan Credit Party, to the extent such Disposition sale, transfer or other disposition is permitted hereunder made in compliance with the terms of this Agreement (and the Administrative Agent and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Credit Party upon its reasonable request without further inquiry), (iii) to the extent such Collateral is comprised of property leased to a Loan Credit Party by a Person that is not a Loan Credit Party, upon termination or expiration of such lease, (iv) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 10.113.1), (v) to the extent the property constituting such Collateral is owned by any Guarantor, upon the release of such Guarantor from its Guarantee Obligations obligations under the Guarantee (in accordance with the second succeeding sentence and Section 25 of the Guarantee), (vi) as required by the Collateral Agreement so long as such Guarantor is no longer a Loan Party hereunderAgent to effect any sale, transfer or other disposition of Collateral in connection with any exercise of remedies of the Collateral Agent pursuant to the Security Documents and (vivii) to the extent such Collateral ceases to be Collateralotherwise becomes Excluded Capital Stock or Excluded Property (as defined in the Security Agreement). Any such release shall not in any manner discharge, affect, or impair the Secured Obligations or any Liens (other than those being released) upon (or obligations (other than those being released) of the Loan Credit Parties in respect of) all interests retained by the Loan Credit Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral except to the extent otherwise released in accordance with the provisions of the Loan Credit Documents. Additionally, the Lenders (and each other Secured Party by accepting the benefits of the Collateral) hereby irrevocably agree that the Guarantors shall be released from the Guarantees upon consummation of any transaction permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary, in each case, solely to the extent such Subsidiary ceasing to constitute a Restricted Subsidiary or otherwise becoming an Excluded Subsidiary is not prohibited by this Agreement, or, in the case of a Successor Previous Holdings, the prior Holdings shall be released in accordance with the conditions set forth in Section 7.11the definition of Holdings. The Lenders (and each other Secured Party by accepting the benefits of the Collateral) hereby authorize the Administrative Agent and the Collateral Agent, as applicable, at the expense of the Borrower, to execute and deliver any instruments, documents, and agreements necessary or desirable to 224 evidence and confirm the release of any Guarantor or Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lender. Any representation, warranty or covenant contained in any Loan Credit Document relating to any such Collateral or Guarantor shall no longer be deemed to be repeated solely with respect to such Collateral or Guarantorrepeated.
Appears in 1 contract
Release of Collateral and Guarantee Obligations; Subordination of Liens. (a) i.The Lenders and each Agent (and each other Secured Party by accepting the benefits of the Collateral) hereby irrevocably agree that the Liens granted to the Secured Parties Collateral Agent by the Loan Credit Parties on any Collateral shall be automatically released (i) in full, as set forth in clause (b) below, (ii) upon the Disposition sale, transfer or other disposition of such Collateral (including as part of or in connection with any other sale, transfer or other disposition permitted hereunder) to any Person other than another Loan Credit Party, to the extent such Disposition sale, transfer or other disposition is permitted hereunder made in compliance with the terms of this Agreement (and the Administrative Agent and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Credit Party upon its reasonable request without further inquiry), (iii) to the extent such Collateral is comprised of property leased to a Loan Credit Party by a Person that is not a Loan Credit Party, upon termination or expiration of such lease, (iv) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 10.113.1), (v) to the extent the property constituting such Collateral is owned by any Guarantor, upon the release of such Guarantor from its Guarantee Obligations obligations under the Guarantee (in accordance with the second succeeding sentence and Section 25 of the Guarantee), (vi) as required by the Collateral Agreement so long as such Guarantor is no longer a Loan Party hereunderAgent to effect any sale, transfer or other disposition of Collateral in connection with any exercise of remedies of the Collateral Agent pursuant to the Security Documents and (vivii) to the extent such Collateral ceases to be Collateralotherwise becomes Excluded Capital Stock or Excluded Property (as defined in the Security Agreement). Any such release shall not in any manner discharge, affect, or impair the Secured Obligations or any Liens (other than those being released) upon (or obligations (other than those being released) of the Loan Credit Parties in respect of) all interests retained by the Loan Credit Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral except to the extent otherwise released in accordance with the provisions of the Loan Credit Documents. Additionally, the Lenders (and each other Secured Party by accepting the benefits of the Collateral) hereby irrevocably agree that the Guarantors shall be released from the Guarantees upon consummation of any transaction permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary, in each case, solely to the extent such Subsidiary ceasing to constitute a Restricted Subsidiary or otherwise becoming an Excluded Subsidiary is not prohibited by this Agreement, or, in the case of a Successor Previous Holdings, the prior Holdings shall be released in accordance with the conditions set forth in Section 7.11the definition of Holdings. The Lenders (and each other Secured Party by accepting the benefits of the Collateral) hereby authorize the Administrative Agent and the Collateral Agent, as applicable, at the expense of the Borrower, to execute and deliver any instruments, documents, and agreements necessary or desirable to evidence and confirm the release of any Guarantor or Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lender. Any 195 LPL – Conformed A&R Credit Agreement representation, warranty or covenant contained in any Loan Credit Document relating to any such Collateral or Guarantor shall no longer be deemed to be repeated solely with respect to such Collateral or Guarantorrepeated.
Appears in 1 contract
Release of Collateral and Guarantee Obligations; Subordination of Liens. (a) The Lenders and each Agent (and each other Secured Party by accepting the benefits of the Collateral) hereby irrevocably agree that the Liens granted to the Secured Parties Collateral Agent by the Loan Credit Parties on any Collateral shall be automatically released (i) in full, as set forth in clause (b) below, (ii) upon the Disposition sale, transfer or other disposition of such Collateral (including as part of or in connection with any other sale, transfer or other disposition permitted hereunder) to any Person other than another Loan Credit Party, to the extent such Disposition sale, transfer or other disposition is permitted hereunder made in compliance with the terms of this Agreement (and the Administrative Agent and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Credit Party upon its reasonable request without further inquiry), (iii) to the extent such Collateral is comprised of property leased to a Loan Credit Party by a Person that is not a Loan Credit Party, upon termination or expiration of such lease, (iv) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 10.113.1), (v) to the extent the property constituting such Collateral is owned by any Guarantor, upon the release of such Guarantor from its Guarantee Obligations obligations under the Guarantee (in accordance with the second succeeding sentence and Section 25 of the Guarantee), (vi) as required by the Collateral Agreement so long as such Guarantor is no longer a Loan Party hereunderAgent to effect any sale, transfer or other disposition of Collateral in connection with any exercise of remedies of the Collateral Agent pursuant to the Security Documents and (vivii) to the extent such Collateral ceases to be Collateralotherwise becomes Excluded Capital Stock or Excluded Property (as defined in the Security Agreement). Any such release shall not in any manner discharge, affect, or impair the Secured Obligations or any Liens (other than those being released) upon (or obligations (other than those being released) of the Loan Credit 212 Parties in respect of) all interests retained by the Loan Credit Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral except to the extent otherwise released in accordance with the provisions of the Loan Credit Documents. Additionally, the Lenders (and each other Secured Party by accepting the benefits of the Collateral) hereby irrevocably agree that the Guarantors shall be released from the Guarantees upon consummation of any transaction permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary, in each case, solely to the extent such Subsidiary ceasing to constitute a Restricted Subsidiary or otherwise becoming an Excluded Subsidiary is not prohibited by this Agreement, or, in the case of a Successor Previous Holdings, the prior Holdings shall be released in accordance with the conditions set forth in Section 7.11the definition of Holdings. The Lenders (and each other Secured Party by accepting the benefits of the Collateral) hereby authorize the Administrative Agent and the Collateral Agent, as applicable, at the expense of the Borrower, to execute and deliver any instruments, documents, and agreements necessary or desirable to evidence and confirm the release of any Guarantor or Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lender. Any representation, warranty or covenant contained in any Loan Credit Document relating to any such Collateral or Guarantor shall no longer be deemed to be repeated solely with respect to such Collateral or Guarantorrepeated.
Appears in 1 contract
Release of Collateral and Guarantee Obligations; Subordination of Liens. (a) The Lenders and each Agent (and each other Secured Party by accepting the benefits of the Collateral) Issuing Banks hereby irrevocably agree that the Liens granted to the Secured Parties Collateral Agent by the Loan Parties on any Collateral shall be automatically released (i) in full, as set forth in clause (b) below, (ii) upon the Disposition sale or other transfer of such Collateral (including as part of or in connection with any other sale or other transfer permitted hereunder) to any Person other than another Loan Party, to the extent such Disposition sale, transfer or other disposition is permitted hereunder made in compliance with the terms of this Agreement (and the Administrative Agent and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Party upon its reasonable request without further inquiry), (iii) to the extent such Collateral is comprised of property leased to a Loan Party by a Person that is not a Loan Party, upon termination or expiration of such lease, (iv) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 10.110.01), (v) to the extent the property constituting such Collateral is owned by any Subsidiary Guarantor, upon the release of such Subsidiary Guarantor from its Guarantee Obligations obligations under the Guarantee and Guaranty (in accordance with the second succeeding sentence), (vi) as required by the Collateral Agreement so long as such Guarantor is no longer a Loan Party hereunderAgent to effect any sale, transfer or other disposition of Collateral in connection with any exercise of remedies of the Collateral Agent pursuant to the Collateral Documents and (vivii) to the extent such Collateral ceases to be Collateralotherwise becomes Excluded Assets. Any such release shall not in any manner discharge, affect, or impair the Secured Obligations or any Liens (other than those being released) upon (or obligations (other than those being released) of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral except to the extent otherwise released in accordance with the provisions of the Loan Documents. Additionally, the Lenders (and each other Secured Party by accepting the benefits of the Collateral) Issuing Banks hereby irrevocably agree that the Guarantors any Subsidiary Guarantor shall be released from the Guarantees Guaranties upon consummation of any transaction permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary, in each case, solely to the extent such Subsidiary ceasing to constitute a Restricted Subsidiary or otherwise becoming an Excluded Subsidiary is not prohibited by this Agreement, or, in the case of a Successor Holdings, the prior Holdings shall be released in accordance with the conditions set forth in Section 7.11. The Lenders (and each other Secured Party by accepting the benefits of the Collateral) Issuing Banks hereby authorize the Administrative Agent and the Collateral Agent, as applicable, at the expense of the Borrower, to execute and deliver any instruments, documents, and agreements necessary or desirable to evidence and confirm the release of any Guarantor or Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any LenderLender or Issuing Bank. Any representation, warranty or covenant contained in any Loan Document relating to any such released Collateral or Guarantor shall no longer be deemed to be repeated solely with respect to such Collateral or Guarantorrepeated.
Appears in 1 contract
Samples: Credit Agreement (Chobani Inc.)
Release of Collateral and Guarantee Obligations; Subordination of Liens. (a) i. The Lenders and each Agent (and each other Secured Party by accepting the benefits of the Collateral) Parties hereby irrevocably agree that the Liens granted to the Secured Parties Collateral Agent by the Loan Parties on any Collateral shall be automatically released (i) in fullwith respect to any Property constituting Collateral, as set forth in clause (b) below, (ii) upon the Disposition (other than any lease) of such Collateral Property to any Person other than another Loan Party, to the extent such Disposition is permitted hereunder (and the Administrative Agent and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Party upon its reasonable request without further inquiry), (iii) to the extent such Collateral is comprised of property leased to a Loan Party by a Person that is not a Loan PartyParty permitted by the Loan Documents, including in respect of accounts receivables and related assets constituting Collateral upon termination or expiration the sale of such lease, assets in connection with a Receivables Facility permitted hereunder and (ivii) if the release in respect of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 10.1), (v) to the extent the property Property constituting such Collateral that is owned by any Guarantor, upon the release of such Guarantor from its Guarantee Obligations under the Guarantee and Collateral Agreement so long as such Guarantor is no longer a Loan Party hereunderDocuments in accordance with the next sentence; in each case, and (vi) except to the extent such Collateral ceases to be Collateral. Any Property secures or such release shall not in Subsidiary guaranties any manner discharge, affect, or impair the Secured Obligations or any Liens (other than those being released) upon (or obligations (other than those being released) of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral except to the extent otherwise released in accordance with the provisions of the Loan DocumentsSenior Notes . Additionally, the Lenders (and each other Secured Party by accepting the benefits of the Collateral) Parties hereby irrevocably agree that the Guarantors a Subsidiary Guarantor shall be automatically released from its Guarantee Obligations under the Guarantees Loan Documents upon consummation of any transaction permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary, in each case, solely ; except to the extent such Subsidiary ceasing guaranties any obligations in respect of Senior Notes; provided that to constitute a the extent any Restricted Subsidiary or otherwise becoming becomes an Excluded Subsidiary and is not prohibited by this Agreementreleased from its Guarantee Obligations hereunder, or, any such release shall constitute an Investment in such Excluded Subsidiary as of the case date of a Successor Holdings, the prior Holdings shall be released in accordance with the conditions set forth in Section 7.11such release. The Lenders (and Collateral Agent is hereby authorized by each other Secured Party by accepting the benefits of the Collateral) hereby authorize the Administrative Agent and the Collateral Agentshall (without notice to, as applicableor vote or consent of, at the expense of the Borrowerany Lender, to execute and deliver or any instruments, documents, and agreements necessary or desirable to evidence and confirm the release affiliate of any Lender that is a party to any Specified Hedge Agreement or Cash Management Obligations or contingent or indemnification obligations not then due) take such actions as may be reasonably requested by the Borrower and execute any documents or instruments reasonably necessary to release any Collateral or any Guarantor or Collateral pursuant to the foregoing provisions of this paragraph. In connection with any such request, all without the further consent Borrower shall deliver to the Administrative Agent, at least five Business Days prior to the date of the proposed release (or joinder such shorter period agreed to by the Administrative Agent), a written request for release identifying the relevant Collateral or Guarantor being released in reasonable detail together with a certification by the Borrower stating that such transaction is in compliance with this Agreement and the other Loan Documents and that the proceeds of any Lendersuch Disposition, if applicable, will be applied in accordance with this Agreement and the other Loan Documents. Any representation, warranty or covenant contained in any Loan Document relating to any such Collateral Property so Disposed of (other than Property Disposed of to the Borrower or Guarantor any of its Restricted Subsidiaries) shall no longer be deemed to be repeated solely with respect to once such Collateral or GuarantorProperty is so Disposed of.
Appears in 1 contract
Release of Collateral and Guarantee Obligations; Subordination of Liens. (a) The Lenders and each Agent (and each Notwithstanding anything to the contrary contained herein or in any other Secured Party by accepting the benefits Loan Document, upon request of the Collateral) hereby irrevocably agree that the Liens granted to the Secured Parties Borrower in connection with any Disposition of Property permitted by the Loan Parties on Documents (including by way of merger and including any Collateral shall be automatically released (i) in full, as set forth in clause (b) below, (ii) upon the Disposition of such Collateral to any Person other than another Loan Party, to the extent such Disposition is permitted hereunder (and the Administrative Agent and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Party upon its reasonable request without further inquiry), (iii) to the extent such Collateral is comprised of property leased assets transferred to a Loan Party by a Person Subsidiary that is not a Loan Party, upon termination Party in a transaction permitted by this Agreement) or expiration of such lease, (iv) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 10.1), (v) to the extent the property constituting such Collateral is owned by any Guarantor, upon the release of such Guarantor from its Guarantee Obligations under the Guarantee and Collateral Agreement so long as such Guarantor is no longer a Loan Party hereunder, and (vi) to the extent such Collateral ceases to be Collateral. Any such release shall not in any manner discharge, affect, or impair the Secured Obligations or any Liens (other than those being released) upon (or obligations (other than those being released) of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral except to the extent otherwise released in accordance with the provisions of the Loan Documents. Additionally, the Lenders (and each other Secured Party by accepting the benefits of the Collateral) hereby irrevocably agree that the Guarantors shall be released from the Guarantees upon consummation of any transaction permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary, in each case, solely to the extent such Subsidiary ceasing to constitute a Restricted Subsidiary or otherwise becoming an Excluded Subsidiary is not prohibited by this Agreementor ceasing to be a Subsidiary, or, in the case all Liens and Guarantees on such assets or all assets of a Successor Holdings, the prior Holdings such Excluded Subsidiary or former Subsidiary shall be released in accordance with the conditions set forth in Section 7.11. The Lenders (and each other Secured Party by accepting the benefits of the Collateral) hereby authorize the Administrative Agent automatically terminate and the Collateral AgentAgent shall (without notice to, or vote or consent of, any Lender, or any Affiliate of any Lender that is a party to any Specified Hedge Agreement or documentation in respect of Specified Cash Management Obligations or Specified Additional Obligations) execute and deliver all releases reasonably necessary or desirable (i) to evidence the release of Liens created in any Collateral being Disposed of in such Disposition (including any assets of any Loan Party that becomes an Excluded Subsidiary) or of such Excluded Subsidiary or former Subsidiary, as applicable, at the expense (ii) to provide notices of the Borrowertermination of the assignment of any Property for which an assignment had been made pursuant to any of the Loan Documents which is being Disposed of in such Disposition or of such Excluded Subsidiary or former Subsidiary, to execute and deliver any instruments, documentsas applicable, and agreements necessary or desirable (iii) to evidence release the Guarantee and confirm the release any other obligations under any Loan Document of any Guarantor Person being Disposed of in such Disposition or Collateral pursuant to the foregoing provisions of this paragraphwhich becomes an Excluded Subsidiary or former Subsidiary, all without the further consent or joinder of any Lenderas applicable. Any representation, warranty or covenant contained in any Loan Document relating to any such Collateral Property so Disposed of (other than Property Disposed of to the Borrower or Guarantor any of its Restricted Subsidiaries) or of a Loan Party which becomes an Excluded Subsidiary or former Subsidiary, as applicable, shall no longer be deemed to be repeated solely once such Property is so Disposed of. In addition, upon the reasonable request of the Borrower in connection with respect (A) any Lien of the type permitted by Section 7.3(g) on Excluded Collateral to secure Indebtedness to be incurred pursuant to Section 7.2(c) (or pursuant to Section 7.2(d), 7.2(j), or 7.2(v) if such Indebtedness is of the type that is contemplated by Section 7.2(c)) if the holder of such Lien so requires, (B) any Lien securing Indebtedness pursuant to Section 7.2(t)(x) if the holder of such Lien so requires and pursuant to Section 7.2(t)(y) if the holder of such Lien so requires and if the holder of the applicable Indebtedness being refinanced also so requires, and in each case to the extent constituting Excluded Collateral, (C) any Lien of the type permitted by Sections 7.3(o), 7.3(r)(i), 7.3(t) or 7.3(bb), in each case, to the extent the obligations giving rise to such permitted Lien prohibit (or require the release of) the security interest of the Collateral Agent thereon and so long as such cash subject to such Lien is not included in the definition of Qualified Cash after giving effect thereto, or Guarantor.7.3(kk) to the extent constituting Excluded Collateral, or (D) the ownership of joint ventures or other entities qualifying under clause (iv) of the definition of Excluded Equity Securities, the Collateral Agent shall execute and deliver all releases necessary or desirable to evidence that no Liens exist on such Excluded Collateral under the Loan Documents. 176
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Release of Collateral and Guarantee Obligations; Subordination of Liens. (a) The Lenders and each Agent (and each other Secured Party by accepting the benefits of the Collateral) hereby irrevocably agree that the Liens granted to the Secured Parties Collateral Agent by the Loan Parties on any Collateral shall be automatically released (i) in full, as set forth in clause (b) below, (ii) upon the Disposition sale or other transfer of such Collateral (including as part of or in connection with any other sale or other transfer permitted hereunder) to any Person other than another Loan Party, to the extent such Disposition sale, transfer or other disposition is permitted hereunder made in compliance with the terms of this Agreement (and the Administrative Agent and the 264 Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Party upon its reasonable request without further inquiry), (iii) to the extent such Collateral is comprised of property leased to a Loan Party by a Person that is not a Loan Party, upon termination or expiration of such leaselease to the extent such Loan Party retains no right, title or interest therein, (iv) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 10.110.01), (v) to the extent the property constituting such Collateral is owned by any Guarantor, upon the release of such Guarantor from its Guarantee Obligations obligations under the Guarantee and Guaranty (in accordance with the second succeeding sentence), (vi) as required by the Collateral Agreement so long as such Guarantor is no longer a Loan Party hereunderAgent to effect any sale, transfer or other disposition of Collateral in connection with any exercise of remedies of the Collateral Agent pursuant to the Collateral Documents and (vivii) to the extent such Collateral ceases to be Collateralotherwise becomes Excluded Assets. Any such release shall not in any manner discharge, affect, or impair the Secured Obligations or any Liens (other than those being released) upon (or obligations (other than those being released) of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral except to the extent otherwise released in accordance with the provisions of the Loan Documents. Additionally, the Lenders (and each other Secured Party by accepting the benefits of the Collateral) hereby irrevocably agree that the Guarantors a Subsidiary Guarantor shall be released from the Guarantees its Guaranty upon consummation of any transaction permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary, in each case, solely to the extent such Subsidiary ceasing to constitute (provided that a wholly-owned Restricted Subsidiary or otherwise becoming an Excluded that becomes a non-wholly-owned Subsidiary is not prohibited by this Agreement, or, in the case of a Successor Holdings, the prior Holdings shall be released in accordance with from its Guarantee under the conditions set forth in Guaranty pursuant to Section 7.1110.01 if it is no longer wholly-owned as a result of a transaction for a bona fide business purpose and on an arm’s length basis (and is not entered into for purposes of releasing such guarantee)). The Lenders (and each other Secured Party by accepting the benefits of the Collateral) hereby authorize the Administrative Agent and the Collateral Agent, as applicable, at the expense of the Borrower, to execute and deliver any instruments, documents, and agreements necessary or desirable to evidence and confirm the release of any Guarantor or Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lender. Any representation, warranty or covenant contained in any Loan Document relating to any such released Collateral or Guarantor shall no longer be deemed to be repeated solely with respect to such Collateral or Guarantorrepeated.
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Release of Collateral and Guarantee Obligations; Subordination of Liens. (a) The Lenders and each Agent (and each other Secured Party by accepting the benefits of the Collateral) hereby irrevocably agree that the Liens granted to the Secured Parties by the Loan Parties on any Collateral shall be automatically released (i) in full, as set forth in clause (b) below, (ii) upon the Disposition disposition of such Collateral to any Person other than another Loan Party, to the extent such Disposition disposition is permitted hereunder (and the Administrative Agent and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Party upon its reasonable request without further inquiry), (iii) to the extent such Collateral is comprised of property leased to a Loan Party by a Person that is not a Loan Party, upon termination or expiration of such lease, (iv) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 10.110.01), (v) to the extent the property constituting such Collateral is owned by any Guarantor, upon the release of such Guarantor from its Guarantee Obligations obligations under the Guarantee (in accordance with the second succeeding sentence and Section 4.13 of the Guarantee), (vi) as required by the Administrative Agent or the Collateral Agreement so long as such Guarantor is no longer a Loan Party hereunderAgent to effect any sale, transfer or other disposition of Collateral in connection with any exercise of remedies of the Administrative Agent or Collateral Agent pursuant to the Collateral Documents and (vivii) to the extent such Collateral ceases to be Collateralotherwise becomes an Excluded Equity Interest or an Excluded Asset. Any such release shall not in any manner discharge, affect, or impair the Secured Obligations or any Liens (other than those being released) upon (or obligations (other than those being released) of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral except to the extent otherwise released in accordance with the provisions of the Loan Documents. Additionally, the Lenders (and each other Secured Party by accepting the benefits of the Collateral) hereby irrevocably agree that the Guarantors shall be released from the Guarantees upon consummation of any transaction permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary, in each case, solely to the extent such Subsidiary ceasing to constitute a Restricted Subsidiary or otherwise becoming an Excluded Subsidiary is not prohibited by this Agreement, or, in the case of a Successor Previous Holdings, the prior Holdings shall be released in accordance with the conditions set forth in Section 7.11. The Lenders (and each other Secured Party by accepting the benefits definition of the Collateral) hereby authorize the Administrative Agent and the Collateral Agent, as applicable, at the expense of the Borrower, to execute and deliver any instruments, documents, and agreements necessary or desirable to evidence and confirm the release of any Guarantor or Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lender. Any representation, warranty or covenant contained in any Loan Document relating to any such Collateral or Guarantor shall no longer be deemed to be repeated solely with respect to such Collateral or Guarantor.“Holdings” and
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Release of Collateral and Guarantee Obligations; Subordination of Liens. (a) The Lenders and each Agent (and each other Secured Party by accepting the benefits of the Collateral) L/C Issuer hereby irrevocably agree that the Liens granted to the Secured Parties Collateral Agent by the Loan Parties on any Collateral shall be automatically released (i) in full, as set forth in clause (b) below, (ii) upon the Disposition sale or other transfer of such Collateral (including as part of or in connection with any other sale or other transfer permitted hereunder) to any Person other than another Loan Party, to the extent such Disposition sale, transfer or other disposition is permitted hereunder made in compliance with the terms of this Agreement (and the Administrative Agent and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Party upon its reasonable request without further inquiry), (iii) to the extent such Collateral is comprised of property leased to a Loan Party by a Person that is not a Loan Party, upon termination or expiration of such lease, (iv) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 10.110.01), (v) to the extent the property constituting such Collateral is owned by any Guarantor, upon the release of such Guarantor from its Guarantee Obligations obligations under the Guarantee and Guaranty (in accordance with the penultimate sentence of this clause), (vi) as required by the Collateral Agreement so long as such Guarantor is no longer a Loan Party hereunderAgent to effect any sale, transfer or other disposition of Collateral in connection with any exercise of remedies of the Collateral Agent pursuant to the Collateral Documents and (vivii) to the extent such Collateral ceases to be Collateralotherwise becomes Excluded Assets. Any such release shall not in any manner discharge, affect, or impair the Secured Obligations or any Liens (other than those being released) upon (or obligations (other than those being released) of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral except to the extent otherwise released in accordance with the provisions of the Loan Documents. Additionally, the Lenders (and each other Secured Party by accepting the benefits of the Collateral) L/C Issuer hereby irrevocably agree that the Guarantors shall be released from the Guarantees Guaranties (i) upon consummation of any transaction permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary, in each case, solely to the extent such Subsidiary ceasing to constitute a Restricted Subsidiary or otherwise becoming an Excluded Subsidiary is not prohibited by this Agreement, or, (ii) in the case of a Successor Previous Holdings, the prior Holdings shall be released in accordance with the conditions set forth in Section 7.11the definition of “Holdings Entity”, or (iii) in the case of DTZ Investors Limited, upon becoming a regulated entity that is subject to net worth or net capital or similar capital and surplus restrictions or that is prohibited or restricted by applicable Law or accounting policies. The Lenders (and each other Secured Party by accepting the benefits of the Collateral) L/C Issuer hereby authorize the Administrative Agent and the Collateral Agent, as applicable, at the expense of the Borrower, to execute and deliver any instruments, documents, and agreements necessary or desirable to evidence and confirm the release of any Guarantor or Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any LenderLender or L/C Issuer. Any representation, warranty or covenant contained in any Loan Document relating to any such released Collateral or Guarantor shall no longer be deemed to be repeated solely with respect to such Collateral or Guarantorrepeated.
Appears in 1 contract
Samples: Syndicated Facility Agreement (DTZ Jersey Holdings LTD)
Release of Collateral and Guarantee Obligations; Subordination of Liens. (a) The Lenders and each Agent (and each other Secured Party by accepting the benefits of the Collateral) hereby irrevocably agree that the Liens granted to the Secured Parties Collateral Agent by the Loan Credit Parties on any Collateral shall be automatically released (i) in full, as set forth in clause (b) below, (ii) upon the Disposition sale, transfer or other disposition of such Collateral (including as part of or in connection with any other sale, transfer or other disposition permitted hereunder) to any Person other than another Loan Credit Party, to the extent such Disposition sale, transfer or other disposition is permitted hereunder made in compliance with the terms of this Agreement (and the Administrative Agent and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Credit Party upon its reasonable request without further inquiry), (iii) to the extent such Collateral is comprised of property leased to a Loan Credit Party by a Person that is not a Loan Credit Party, upon termination or expiration of such lease, (iv) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 10.113.1), (v) to the extent the property constituting such Collateral is owned by any Guarantor, upon the release of such Guarantor from its Guarantee Obligations obligations under the Guarantee (in accordance with the second succeeding sentence and Section 25 of the Guarantee), (vi) as required by the Collateral Agreement so long as such Guarantor is no longer a Loan Party hereunderAgent to effect any sale, transfer or other disposition of Collateral in connection with any exercise of remedies of the Collateral Agent pursuant to the Security Documents and (vivii) to the extent such Collateral ceases to be Collateralotherwise becomes Excluded Capital Stock or Excluded Property (as defined in the Security Agreement). Any such release shall not in any manner discharge, affect, or impair the Secured Obligations or any Liens (other than those being released) upon (or obligations (other than those being released) of the Loan Credit Parties in respect of) all interests retained by the Loan Credit Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral except to the extent otherwise released in accordance with the provisions of the Loan Credit Documents. Additionally, the Lenders (and each other Secured Party by accepting the benefits of the Collateral) hereby irrevocably agree that the Guarantors shall be released from the Guarantees upon consummation of any transaction permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary, in each case, solely to the extent such Subsidiary ceasing to constitute a Restricted Subsidiary or otherwise becoming an Excluded Subsidiary is not prohibited by this Agreement, or, in the case of a Successor Previous Holdings, the prior Holdings shall be released in accordance with the conditions set forth in Section 7.11the definition of Holdings. The Lenders (and each other Secured Party by accepting the benefits of the Collateral) hereby authorize the Administrative Agent and the Collateral Agent, as applicable, at the expense of the Borrower, to execute and deliver any instruments, documents, and agreements necessary or desirable to evidence and confirm the release of any Guarantor or Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lender. Any representationNYDOCS02/996722.801/1378372.11 224 Annex I-B Delayed Amendments to the Amended Credit Agreement [See attached] [ANNEX 1-B] Execution VersionFINAL CONFORMED COPY CONFORMED TO AMENDMENTS EFFECTUATED PURSUANT TO AMENDMENT NO. 12 CREDIT AGREEMENT Dated as of March 29, warranty or covenant contained in any Loan Document relating 2012 among LPL INVESTMENT HOLDINGS INC., as Holdings, LPL HOLDINGS, INC., as Borrower, The Several Lenders from Time to any such Time Parties Hereto, BANK OF AMERICA, N.A. as Administrative Agent, Collateral or Guarantor shall no longer be deemed to be repeated solely with respect to such Collateral or Guarantor.Agent, Letter of Credit Issuer and Swingline Lender XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED AND XXXXXXX SACHS BANK USA as Joint Lead Arrangers, XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED, XXXXXXX SACHS BANK USA, X.X. XXXXXX SECURITIES LLC, XXXXXX XXXXXXX SENIOR FUNDING, INC. AND SUNTRUST XXXXXXXX XXXXXXXX, INC. as Joint Bookrunners, XXXXXXX XXXXX BANK USA, X.X. XXXXXX SECURITIES LLC AND XXXXXX XXXXXXX SENIOR FUNDING, INC. as Syndication Agents and SUNTRUST BANK as Documentation Agent NYDOC SO2/996722.8
Appears in 1 contract
Release of Collateral and Guarantee Obligations; Subordination of Liens. (a) The Lenders and each Agent (and each other Secured Party by accepting the benefits of the Collateral) hereby irrevocably agree that the Liens granted to the Secured Parties by the Loan Parties on any Collateral shall be automatically released (i) in full, as set forth in clause (b) below, (ii) upon the Disposition disposition of such Collateral to any Person other than another Loan Party, to the extent such Disposition disposition is permitted hereunder (and the Administrative Agent and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Party upon its reasonable request without further inquiry), (iii) to the extent such Collateral is comprised of property leased to a Loan Party by a Person that is not a Loan Party, upon termination or expiration of such lease, (iv) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 10.110.01), (v) to the extent the property constituting such Collateral is owned by any Guarantor, upon the release of such Guarantor from its Guarantee Obligations obligations under the Guarantee (in accordance with the second succeeding sentence and Section 4.13 of the Guarantee), (vi) as required by the Administrative Agent or the Collateral Agreement so long as such Guarantor is no longer a Loan Party hereunderAgent to effect any sale, transfer or other disposition of Collateral in connection with any exercise of remedies of the Administrative Agent or Collateral Agent pursuant to the Collateral Documents and (vivii) to the extent such Collateral otherwise becomes an Excluded Equity Interest or an Excluded Asset; provided that, for the avoidance of doubt, in no event shall any Guarantor cease to constitute a Guarantor solely as a result of such Guarantor ceasing to constitute a Wholly-Owned Subsidiary after the Closing Date (unless either (I) pursuant to a disposition permitted hereunder for a bona fide business purpose on terms that are not less favorable to the Borrower than arms-length terms (each, as determined in good faith by the Borrower) in connection with which such Person ceases to be Collateralconstitute a “Subsidiary” or (II) such Person otherwise constitutes an Excluded Subsidiary (other than solely on account of constituting a non-Wholly Owned Subsidiary). Any such release shall not in any manner discharge, affect, or impair the Secured Obligations or any Liens (other than those being released) upon (or obligations (other than those being released) of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral except to the extent otherwise released in accordance with the provisions of the Loan Documents. Additionally, the Lenders (and each other Secured Party by accepting the benefits of the Collateral) hereby irrevocably agree that the Guarantors shall be released from the Guarantees upon consummation of any transaction permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary, in each case, solely to the extent such Subsidiary ceasing to constitute a Restricted Subsidiary or otherwise becoming an Excluded Subsidiary is not prohibited by this Agreement; provided that to the extent any Restricted Subsidiary becomes an Excluded Subsidiary and is released from its Guarantees hereunder, or, any such release shall constitute an Investment in such Excluded Subsidiary as of the case date of a Successor Holdings, the prior Holdings shall be released in accordance with the conditions set forth in Section 7.11such release. The Lenders (and each other Secured Party by accepting the benefits of the Collateral) hereby authorize the Administrative Agent and the Collateral Agent, as applicable, at the expense of the Borrower, to execute and deliver any instruments, documents, and agreements necessary or desirable to evidence and confirm the release of any Guarantor or Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lender. Any representation, warranty or covenant contained in any Loan Document relating to any such Collateral or Guarantor shall no longer be deemed to be repeated solely with respect to such Collateral or Guarantor.
Appears in 1 contract
Release of Collateral and Guarantee Obligations; Subordination of Liens. (a) The Lenders and each Agent (and each other Secured Party by accepting the benefits of the Collateral) hereby irrevocably agree that the Liens granted to the Secured Parties Collateral Agent by the Loan Credit Parties on any Collateral shall be automatically released (i) in full, as set forth in clause (b) below, (ii) upon the sale, transfer or other Disposition of such Collateral (including as part of or in connection with any other sale, transfer or other disposition permitted hereunder) to any Person other than another Loan Credit Party, to the extent such Disposition sale, transfer or other disposition is permitted hereunder made in compliance with the terms of this Agreement (and the Administrative Agent and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Credit Party upon its reasonable request without further inquiry), (iii) to the extent such Collateral is comprised of property leased to a Loan Credit Party by a Person that is not a Loan Credit Party, upon termination or expiration of such lease, (iv) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 10.113.1), (v) to the extent the property constituting such Collateral is owned by any Guarantor, upon the release of such Guarantor from its Guarantee Obligations obligations under the Guarantee (in accordance with the second succeeding sentence and Section 25 of the Guarantee), (vi) as required by the Collateral Agreement so long as such Guarantor is no longer a Loan Party hereunderAgent to effect any sale, transfer or other disposition of Collateral in connection with any exercise of remedies of the Collateral Agent pursuant to the Security Documents and (vivii) to the extent such Collateral ceases to be Collateralotherwise becomes Excluded Capital Stock or Excluded Property. Any such release shall not in any manner discharge, affect, or impair the Secured Obligations or any Liens (other than those being released) upon (or obligations (other than those being released) of the Loan Credit Parties in respect of) all interests retained by the Loan Credit Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral except to the extent otherwise released in accordance with the provisions of the Loan Credit Documents. Additionally, the Lenders (and each other Secured Party by accepting the benefits of the Collateral) hereby irrevocably agree that the Guarantors any Subsidiary Guarantor shall be released from its obligations under the Guarantees Guarantee upon consummation of any transaction permitted hereunder resulting in such Subsidiary Guarantor ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary, in each case, solely to the extent such Subsidiary ceasing to constitute a Restricted Subsidiary or otherwise becoming an Excluded Subsidiary is not prohibited by this Agreement, or, in the case of a Successor Holdings, the prior Holdings shall be released in accordance with the conditions set forth in Section 7.11. The Lenders (and each other Secured Party by accepting the benefits of the Collateral) hereby authorize the Administrative Agent and the Collateral Agent, as applicable, at the expense of the Borrower, to execute and deliver any instruments, documents, and agreements necessary or desirable to evidence and confirm the release of any Guarantor or Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lender. Any representation, warranty or covenant contained in any Loan Credit Document relating to any such Collateral or Guarantor shall no longer be deemed to be repeated solely with respect to such Collateral or Guarantorrepeated.
Appears in 1 contract
Samples: Credit Agreement (Amsurg Corp)
Release of Collateral and Guarantee Obligations; Subordination of Liens. (a) The Lenders and each Agent (and each other Secured Party by accepting Upon the benefits reasonable request of the Collateral) hereby irrevocably agree that Borrower , the Liens granted to the Secured Parties by Administrative Agent shall, take such actions as shall be reasonably required, at the Loan Parties on any Collateral shall be automatically released Parties’ sole expense, to release (i) its security interest in full, as set forth any Collateral upon termination of the Aggregate Revolving Commitments and payment in clause full of all Obligations (bother than (x) belowcontingent indemnification or reimbursement obligations for which no claim has been asserted, (iiy) upon the Disposition of such Collateral obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to any Person other than another Loan Party, which arrangements reasonably satisfactory to the extent such Disposition is permitted hereunder applicable Cash Management Bank or Hedge Bank shall have been made and (and z) Letters of Credit as to which other arrangements reasonably satisfactory to the Administrative Agent and the L/C Issuer shall have been made or that have been Cash Collateralized in the amount of the Minimum Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Party upon its reasonable request without further inquiryAmount), or (iiiii) (a) its security interest in any Collateral transferred, sold or disposed of to the extent such Collateral is comprised of property leased to persons other than Loan Parties or Subsidiaries in Loan Parties in a Loan Party by a Person that is not a Loan Party, upon termination transaction permitted under this Agreement or expiration of such lease, (iv) if the release of such Lien is approved, authorized or ratified in writing approved by the Required Lenders pursuant to Section 11.01, and (b) any Guaranty hereunder or under any Loan Document of any Person if the ownership interests in such Guarantor are transferred, sold or disposed to persons other percentage than Loan Parties or Subsidiaries of the Lenders whose consent may be required Loan Parties in accordance with Section 10.1)a transaction permitted under this Agreement, (v) in each case to the extent the property constituting such Collateral is owned by any Guarantor, upon the release necessary to permit consummation of such Guarantor from its Guarantee Obligations under the Guarantee and Collateral Agreement so long as such Guarantor is no longer a Loan Party hereundertransfer, and (vi) to the extent such Collateral ceases to be Collateral. Any such release shall not in any manner discharge, affect, sale or impair the Secured Obligations or any Liens (other than those being released) upon (or obligations (other than those being released) of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral except to the extent otherwise released disposition in accordance with the provisions of the Loan Documents. Additionally, the Lenders (and each other Secured Party by accepting the benefits of the Collateral) hereby irrevocably agree that the Guarantors shall be released from the Guarantees upon consummation of any transaction permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary, in each case, solely to the extent such Subsidiary ceasing to constitute a Restricted Subsidiary or otherwise becoming an Excluded Subsidiary is not prohibited by this Agreement, or, in the case of a Successor Holdings, the prior Holdings shall be released in accordance with the conditions set forth in Section 7.11. The Lenders (and each other Secured Party by accepting the benefits of the Collateral) hereby authorize the Administrative Agent and the Collateral Agent, as applicable, at the expense of the Borrower, to execute and deliver any instruments, documents, and agreements necessary or desirable to evidence and confirm the release of any Guarantor or Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lender. Any representation, warranty or covenant contained in any Loan Document relating to any such Collateral property so Disposed, transferred, sold or Guarantor disposed of (other than property Disposed of to the Borrower or any Loan Party) shall no longer be deemed to be repeated solely with respect to once such Collateral property is so Disposed, transferred, sold or Guarantordisposed of.
Appears in 1 contract
