Collateral Matters. (a) Except with respect to the exercise of setoff rights in accordance with Section 9.08 or with respect to a Secured Party’s right to file a proof of claim in an insolvency proceeding, no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee of the Obligations, it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Administrative Agent on behalf of the Secured Parties in accordance with the terms thereof. In its capacity, the Administrative Agent is a “representative” of the Secured Parties within the meaning of the term “secured party” as defined in the UCC. In the event that any Collateral is hereafter pledged by any Person as collateral security for the Obligations, the Administrative Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver on behalf of the Secured Parties any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Administrative Agent on behalf of the Secured Parties. The Lenders hereby authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral (i) as described in Section 9.02(d); (ii) as permitted by, but only in accordance with, the terms of the applicable Loan Document; or (iii) if approved, authorized or ratified in writing by the Required Lenders, unless such release is required to be approved by all of the Lenders hereunder. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant hereto. Upon any sale or transfer to any Person that is not a Loan Party of assets constituting Collateral which is permitted pursuant to the terms of any Loan Document, or consented to in writing by the Required Lenders or all of the Lenders, as applicable, and upon at least five (5) Business Days’ prior written request by the Borrower to the Administrative Agent, the Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Administrative Agent for the benefit of the Secured Parties herein or pursuant hereto upon the Collateral that was sold or transferred; provided that, (i) the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s reasonable opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Loan Parties in respect of) all interests retained by any Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. Any execution and delivery by the Administrative Agent of documents in connection with any such release shall be without recourse to or warranty by the Administrative Agent.
Appears in 4 contracts
Samples: Credit Agreement (Waldencast PLC), Credit Agreement (Waldencast PLC), Credit Agreement (Waldencast PLC)
Collateral Matters. (a) Except with respect to Without limiting the exercise provisions of setoff rights in accordance with Section 9.08 or with respect to a Secured Party’s right to file a proof of claim in an insolvency proceeding9.09, no Secured Party shall have any right individually to realize upon any each of the Collateral or to enforce any Guarantee of the Obligations, it being understood Lenders (including in its capacities as a potential Cash Management Bank and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Administrative Agent on behalf of the Secured Parties in accordance with the terms thereof. In its capacity, the Administrative Agent is a “representative” of the Secured Parties within the meaning of the term “secured party” as defined in the UCC. In the event that any Collateral is hereafter pledged by any Person as collateral security for the Obligations, the Administrative Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver on behalf of the Secured Parties any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Administrative Agent on behalf of the Secured Parties. The Lenders hereby potential Hedge Bank) irrevocably authorize the Administrative Agent, at its option and in its discretion, discretion to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (A) upon any Collateral (i) as described in Section 9.02(d); (ii) as permitted by, but only in accordance with, the terms termination of the Term Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations and (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made), (B) that is sold or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document; Document or (iiiC) if approved, authorized or ratified in writing by the Required Lenders, unless such release is required to be approved by all of the Lenders hereunderin accordance with Section 10.01. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant hereto. Upon any sale or transfer to any Person that is not a Loan Party of assets constituting Collateral which is permitted property pursuant to the terms of any Loan Document, or consented to this Section 9.10. In each case as specified in writing by the Required Lenders or all of the Lenders, as applicable, and upon at least five (5) Business Days’ prior written request by the Borrower to the Administrative Agentthis Section 9.10, the Administrative Agent shall (will, at the Borrower’s expense, execute and is hereby irrevocably authorized by deliver to the Lenders to) execute Borrower such documents as the Borrower may be necessary reasonably request to evidence the release of such item of Collateral from the Liens assignment and security interest granted under the Security Agreement or to subordinate its interest in such item, in each case in accordance with the Administrative Agent for the benefit terms of the Secured Parties herein or pursuant hereto upon the Collateral that was sold or transferred; provided that, (i) the Loan Documents and this Section 9.10. The Administrative Agent shall not be required responsible for or have a duty to execute ascertain or inquire into any such document on terms whichrepresentation or warranty regarding the existence, in value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s reasonable opinionLien thereon, would expose or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to liability the Lenders for any failure to monitor or create maintain any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Loan Parties in respect of) all interests retained by any Loan Party, including the proceeds of the sale, all of which shall continue to constitute part portion of the Collateral. Any execution and delivery by the Administrative Agent of documents in connection with any such release shall be without recourse to or warranty by the Administrative Agent.
Appears in 4 contracts
Samples: Senior Secured Bridge Credit Agreement (Echo Pharma Acquisition LTD), Senior Secured Bridge Credit Agreement (Echo Pharma Acquisition LTD), Senior Secured Bridge Credit Agreement (Echo Pharma Acquisition LTD)
Collateral Matters. (a) Except with respect Each Lender authorizes and directs Administrative Agent to enter into the exercise other Loan Documents for the benefit of setoff rights Lenders. Each Lender hereby agrees that, except as otherwise set forth herein, any action taken by Administrative Agent or Required Lenders in accordance with Section 9.08 the provisions of this Agreement or with respect to a Secured Party’s right to file a proof of claim in an insolvency proceedingthe other Loan Documents, no Secured Party shall have any right individually to realize upon any of and the Collateral or to enforce any Guarantee of the Obligations, it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely exercise by the Administrative Agent on behalf or Required Lenders of the Secured Parties in accordance powers set forth herein or therein, together with the terms thereofsuch other powers as are reasonably incidental thereto, shall be authorized and binding upon all Lenders. In its capacity, the Administrative Agent is a “representative” of the Secured Parties within the meaning of the term “secured party” as defined in the UCC. In the event that any Collateral is hereafter pledged by any Person as collateral security for the Obligations, the Administrative Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver authorized on behalf of all Lenders, without the Secured Parties necessity of any notice to or further consent from any Lender to take any action with respect to any Collateral or Loan Documents which may be necessary or appropriate to grant perfect and perfect a Lien on such maintain perfected the Liens upon the Collateral in favor of granted pursuant to this Agreement and the Administrative Agent on behalf of the Secured Partiesother Loan Documents. The Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its discretion, (a) to release any Lien granted to or held by the Administrative Agent upon under any Collateral Document (i) as described upon payment in Section 9.02(d)full of all Term Loans and all other outstanding obligations of Borrower hereunder; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted by, but only in accordance with, hereunder (including the terms release of the applicable Loan Documentany guarantor); or (iii) subject to Section 15.1, if approved, authorized or ratified in writing by the Required Lenders, unless ; or (b) to subordinate its interest in any Collateral to any holder of a Lien on such release Collateral which is required to be approved permitted by all of Section 11.2(d)(i) or (d)(iii) (it being understood that Administrative Agent may conclusively rely on a certificate from Borrower in determining whether the Lenders hereunderDebt secured by any such Lien is permitted by Section 11.1(b)). Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release release, or subordinate its interest in, particular types or items of Collateral pursuant hereto. Upon any sale or transfer to any Person that is not a Loan Party of assets constituting Collateral which is permitted pursuant to the terms of any Loan Document, or consented to in writing by the Required Lenders or all of the Lenders, as applicable, and upon at least five (5) Business Days’ prior written request by the Borrower to the Administrative Agent, the Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Administrative Agent for the benefit of the Secured Parties herein or pursuant hereto upon the Collateral that was sold or transferred; provided that, (i) the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s reasonable opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Loan Parties in respect of) all interests retained by any Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. Any execution and delivery by the Administrative Agent of documents in connection with any such release shall be without recourse to or warranty by the Administrative Agentthis Section 14.10.
Appears in 4 contracts
Samples: Term Loan Credit Agreement (Qumu Corp), Term Loan Credit Agreement (Qumu Corp), Term Loan Credit Agreement
Collateral Matters. Each Lender Party (including in its capacity as a holder of obligations under any Qualified Hedging Agreement or Cash Management Obligation) irrevocably authorizes the Administrative Agent (and the Administrative Agent shall), (a) Except with respect to the exercise of setoff rights in accordance with Section 9.08 or with respect to a Secured Party’s right to file a proof of claim in an insolvency proceeding, no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee of the Obligations, it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Administrative Agent on behalf of the Secured Parties in accordance with the terms thereof. In its capacity, the Administrative Agent is a “representative” of the Secured Parties within the meaning of the term “secured party” as defined in the UCC. In the event that any Collateral is hereafter pledged by any Person as collateral security for the Obligations, the Administrative Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver on behalf of the Secured Parties any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Administrative Agent on behalf of the Secured Parties. The Lenders hereby authorize the Administrative Agent, at its option and in its discretion, to release any Lien on any property granted to or held by the Administrative Agent upon under any Collateral Document (i) upon termination of the Commitments and payment in full of all Loans and all other obligations of the Borrowers hereunder (other than contingent indemnification obligations not yet due and payable and as described in Section 9.02(dto which no claim has been made), the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements reasonably satisfactory to the Administrative Agent and the applicable Issuing Lender shall have been made) and the termination of all Qualified Hedging Agreements (other than Qualified Hedging Agreements as to which other arrangements reasonably satisfactory to the applicable Lender Party shall have been made); (ii) which is sold or to be sold or disposed of as part of or in connection with any disposition permitted by, but only in accordance with, the terms of the applicable Loan Document; hereunder or (iii) subject to Section 15.1, if approved, authorized or ratified in writing by the Required Lenders; (b) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Collateral Document to the holder of any Lien on such property which is permitted by Section 10.8(c), unless (d), (k) (with respect to Capital Leases), (l), (m), (q) or (r); or (c) to release any Subsidiary from its obligations under the applicable Subsidiary Guaranty if such release is required entity ceases to be approved by all a Subsidiary as a result of the Lenders a transaction permitted hereunder. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of Collateral property, or to release any Subsidiary from its obligations under the applicable Subsidiary Guaranty, pursuant heretoto this Section 14.10. Upon any sale or transfer The Administrative Agent will, for the benefit of the Loan Parties and at the Loan Parties’ expense, execute and deliver to any Person that is not a the applicable Loan Party of assets constituting Collateral which is permitted pursuant to the terms of any Loan Document, or consented to in writing by the Required Lenders or all of the Lenders, as applicable, and upon at least five (5) Business Days’ prior written request by the Borrower to the Administrative Agent, the Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as such Loan Party may be necessary reasonably request to evidence the release of the Liens such Lien granted to the Administrative Agent for the benefit on any item of the Secured Parties herein or pursuant hereto upon collateral under the Collateral that was sold Documents or transferred; provided thatto subordinate its interest in such item, (i) the Administrative Agent shall not be required or to execute release such Subsidiary Guarantor from its obligations under any such document on terms whichSubsidiary Guaranty, in each case in accordance with the Administrative Agent’s reasonable opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations terms of the Loan Parties Documents and this Section 14.10. Any release of Collateral or Subsidiary Guarantors effected in the manner permitted by this Agreement shall not require the consent of holders of obligations under any Qualified Hedging Agreement or Cash Management Obligations. No Lender Party to whom Cash Management Obligations or Hedging Obligations are owed that obtain the benefits of Section 12.3 or any Loan Document by virtue of the provisions hereof or thereof shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document or otherwise in respect of) all interests retained by any Loan Party, including the proceeds of the salecollateral (or to notice of or to consent to any amendment, all of which shall continue to constitute part waiver or modification of the Collateral. Any execution and delivery by provisions hereof or of any other Loan Document) other than in such Lender Party’s capacity as a Lender and, in such case, only to the Administrative Agent of documents extent expressly provided in connection with any such release shall be without recourse to or warranty by the Administrative AgentLoan Documents.
Appears in 3 contracts
Samples: Security Agreement (MIDDLEBY Corp), Credit Agreement (Middleby Corp), Pledge Agreement (Middleby Corp)
Collateral Matters. (a) Except with respect Each Lender authorizes and directs Administrative Agent to enter into the exercise of setoff rights in accordance with Section 9.08 or with respect to a Secured Party’s right to file a proof of claim in an insolvency proceeding, no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee of the Obligations, it being understood and agreed that all powers, rights and remedies under the other Loan Documents may be exercised solely for the benefit of Lenders. Each Lender hereby agrees that, except as otherwise set forth in this Agreement, any action taken by the Administrative Agent on behalf of the Secured Parties or Required Lenders in accordance with the terms thereof. In its capacityprovisions of this Agreement or the other Loan Documents, and the exercise by Administrative Agent is a “representative” or Required Lenders of the Secured Parties within the meaning of the term “secured party” powers set forth in this Agreement or therein, together with all other powers as defined in the UCCare reasonably incidental thereto, will be authorized by, and binding upon, all Lenders. In the event that any Collateral is hereafter pledged by any Person as collateral security for the Obligations, the Administrative Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver authorized on behalf of all Lenders, without the Secured Parties necessity of any notice to or further consent from any Lender to take any action with respect to any Collateral or Loan Documents which may be necessary or appropriate to grant perfect and perfect a Lien on such maintain perfected the Liens upon the Collateral in favor of granted pursuant to this Agreement and the Administrative Agent on behalf of the Secured Partiesother Loan Documents. The Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its discretion, to do any and all of the following: (a) to release any Lien granted to or held by the Administrative Agent upon under any Collateral Document (i) as described upon Payment in Section 9.02(d)Full; (ii) upon property sold or to be sold or disposed of as part of or in connection with any disposition permitted by, but only under this Agreement or otherwise consented to by the Required Lenders (including the release of any Guarantor in accordance with, the terms of the applicable Loan Documentconnection with any such disposition); or (iii) subject to Section 15.1, if approved, authorized or ratified approved in writing by the Required Lenders, unless ; or (b) to subordinate its interest in any Collateral to any holder of a Lien on that Collateral which is permitted by Section 11.2(d)(i) or 11.2(d)(iii) (it being understood that Administrative Agent may conclusively rely on a certificate from Borrower in determining whether the Debt secured by any such release Lien is required to be approved permitted by all of the Lenders hereunderSection 11.1(b)). Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release release, or subordinate its interest in, particular types or items of Collateral pursuant hereto. Upon any sale or transfer to any Person that is not a Loan Party of assets constituting Collateral which is permitted pursuant to the terms of any Loan Document, or consented to in writing by the Required Lenders or all of the Lenders, as applicable, and upon at least five (5) Business Days’ prior written request by the Borrower to the Administrative Agent, the Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Administrative Agent for the benefit of the Secured Parties herein or pursuant hereto upon the Collateral that was sold or transferred; provided that, (i) the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s reasonable opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Loan Parties in respect of) all interests retained by any Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. Any execution and delivery by the Administrative Agent of documents in connection with any such release shall be without recourse to or warranty by the Administrative Agentthis Section 14.11.
Appears in 3 contracts
Samples: Credit Agreement (Moneylion Inc.), Credit Agreement (Moneylion Inc.), Credit Agreement (Moneylion Inc.)
Collateral Matters. (a) Except with respect to the exercise of setoff rights in accordance with Section 9.08 or with respect to a Secured Party’s right to file a proof of claim in an insolvency proceeding, no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee of the Obligations, it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Administrative Agent on behalf of the Secured Parties in accordance with the terms thereof. In its capacity, the Administrative Agent is a “representative” of the Secured Parties within the meaning of the term “secured party” as defined in the UCC. In the event that any Collateral is hereafter pledged by any Person as collateral security for the Obligations, the Administrative Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver on behalf of the Secured Parties any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Administrative Agent on behalf of the Secured Parties. The Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its discretion, (a) to release any Lien granted to or held by the Administrative Agent upon under any Collateral Document (i) as described upon termination of the Commitments and payment in Section 9.02(dfull of all Loans and all other obligations of the Company hereunder (other than any Obligation arising solely from any Bank Product Agreement or contingent indemnification Obligations to the extent no claim giving rise thereto has been asserted) and the expiration or termination of all Letters of Credit (or Cash Collateralization of all such Letters of Credit); (ii) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted by, but only in accordance with, the terms of the applicable Loan Documenthereunder; or (iii) subject to Section 15.1, if approved, authorized or ratified in writing by the Required Lenders, unless ; or (b) to subordinate its interest in any Collateral to any holder of a Lien on such release Collateral which is required to be approved permitted by all of Section 11.2 (it being understood that the Lenders hereunderAdministrative Agent may conclusively rely on a certificate from the Company in determining whether the Debt secured by any such Lien is permitted by Section 11.1). Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release release, or subordinate its interest in, particular types or items of Collateral pursuant heretoto this Section 14.11. Upon any sale or transfer to any Person that is not a Loan Party of assets constituting Collateral which is permitted pursuant to the terms of any Loan Document, or consented to in writing by the Required Lenders or all of the Lenders, as applicable, and upon at least five (5) Business Days’ prior written request by the Borrower to the Administrative Agent, the Administrative Agent shall (and is Each Lender hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Administrative Agent for the benefit of the Secured Parties herein or pursuant hereto upon the Collateral that was sold or transferred; provided that, (i) the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s reasonable opinion, would expose authorizes the Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Loan Parties in respect of) all interests retained by any Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. Any execution and delivery by the Administrative Agent of documents give blockage notices in connection with any Subordinated Debt at the direction of Required Lenders and agrees that it will not act unilaterally to deliver such release shall be without recourse to or warranty by the Administrative Agentnotices.
Appears in 3 contracts
Samples: Credit Agreement, Credit Agreement (Continental Materials Corp), Credit Agreement (Continental Materials Corp)
Collateral Matters. (a) Except with respect Each Lender authorizes and directs the Collateral Agent to (x) enter into the Security Documents and the Intercreditor Agreement for the benefit of the Lenders and the other Secured Parties and (y) enter into any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to the exercise Intercreditor Agreement or enter into a separate intercreditor agreement in connection with the incurrence of setoff rights in accordance any Loan Party or any Subsidiary thereof of Additional Indebtedness (the “Intercreditor Agreement Supplement”) to permit such Additional Indebtedness to be secured by a valid, perfected lien (with Section 9.08 such priority as may be designated by the relevant Loan Party or with respect Subsidiary, to a Secured Party’s right the extent such priority is permitted by the Loan Documents). Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to file a proof of claim in an insolvency proceedingagree, no Secured Party shall have that, except as otherwise set forth herein, any right individually to realize upon any of action taken by the Collateral Agent or to enforce any Guarantee of the Obligations, it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Administrative Agent on behalf of the Secured Parties Required Lenders in accordance with the terms thereof. In its capacityprovisions of this Agreement, the Administrative Agent is a “representative” Security Documents or the Intercreditor Agreement (as amended by any Intercreditor Agreement Supplement), and the exercise by the Agents or the Required Lenders of the Secured Parties within the meaning powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the term “secured party” as defined in the UCCLenders. In the event that any The Collateral is hereafter pledged by any Person as collateral security for the Obligations, the Administrative Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver authorized on behalf of the Secured Parties any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Administrative Agent on behalf of the Secured Parties. The Lenders hereby authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral (i) as described in Section 9.02(d); (ii) as permitted by, but only in accordance with, the terms of the applicable Loan Document; or (iii) if approved, authorized or ratified in writing by the Required Lenders, unless such release is required to be approved by all of the Lenders hereunder. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant hereto. Upon any sale or transfer to any Person that is not a Loan Party of assets constituting Collateral which is permitted pursuant to the terms of any Loan Document, or consented to in writing by the Required Lenders or all of the Lenders, as applicablewithout the necessity of any notice to or further consent from any Lender, and upon at least five (5) Business Days’ prior written request by the Borrower from time to the Administrative Agenttime, the Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as to take any action with respect to any Collateral or Security Documents which may be necessary to evidence perfect and maintain perfected the release of the Liens granted to the Administrative Agent for the benefit of the Secured Parties herein or pursuant hereto security interest in and liens upon the Collateral that was sold or transferred; provided that, (i) granted pursuant to the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s reasonable opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Loan Parties in respect of) all interests retained by any Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. Any execution and delivery by the Administrative Agent of documents in connection with any such release shall be without recourse to or warranty by the Administrative AgentSecurity Documents.
Appears in 3 contracts
Samples: Credit Agreement (Nci Building Systems Inc), Credit Agreement (Nci Building Systems Inc), Investment Agreement (Nci Building Systems Inc)
Collateral Matters. (a) Except with respect to the exercise of setoff rights in accordance with Section 9.08 or with respect to a Secured Party’s right to file a proof of claim in an insolvency proceeding, no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee of the Obligations, it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Administrative Agent on behalf of the Secured The Lender Parties in accordance with the terms thereof. In its capacity, the Administrative Agent is a “representative” of the Secured Parties within the meaning of the term “secured party” as defined in the UCC. In the event that any Collateral is hereafter pledged by any Person as collateral security for the Obligations, the Administrative Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver on behalf of the Secured Parties any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Administrative Agent on behalf of the Secured Parties. The Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its discretion, (a) to release any Lien granted to or held by the Administrative Agent upon on any Collateral (i) as described in Section 9.02(d); upon the occurrence of the Facility Termination Date, (ii) at the time the property that is subject to such Lien is Disposed or to be Disposed as part of or in connection with any Disposition permitted by, but only in accordance with, the terms of the applicable hereunder or under any other Loan Document; , or (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required LendersLenders or (iv) if the property subject to such Lien is owned by a Guarantor, unless upon release of such Guarantor from its obligations under its Guarantee pursuant to clause (c) or (d) below; (b) (i) to subordinate any Lien on any property granted to or held by Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted under Section 7.02(i) and (ii) that the Administrative Agent is authorized to release is required or subordinate any Lien on any property granted to or held by the Administrative Agent in accordance with the terms of the Security Agreement; and (c) to release any Borrower or any Subsidiary from its obligations under the Loan Documents (and all Liens granted by such Borrower or Subsidiary) if such Person ceases to be approved by all a Borrower or a Subsidiary as a result of the Lenders a transaction permitted hereunder. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant hereto. Upon property, or to release any sale or transfer to any Person that is not a Loan Party of assets constituting Collateral which is permitted from its obligations under the Loan Documents pursuant to the terms of any Loan Documentthis Section 9.10. In each case as specified in this Section 9.10, or consented to in writing by the Required Lenders or all of the Lenders, as applicable, and upon at least five (5) Business Days’ prior written request by the Borrower to the Administrative Agent, each Lender irrevocably authorizes the Administrative Agent shall (to, at the Borrower’s expense, execute and is hereby irrevocably authorized by deliver to the Lenders to) execute applicable Loan Party such documents as such Loan Party may be necessary reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Security Instruments, or to evidence the release of such Guarantor from its obligations under the Liens granted to the Administrative Agent for the benefit of the Secured Parties herein or pursuant hereto upon the Collateral that was sold or transferred; provided that, (i) the Administrative Agent shall not be required to execute any such document on terms whichGuarantee, in each case in accordance with the Administrative Agent’s reasonable opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations terms of the Loan Parties in respect of) all interests retained by any Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. Any execution Documents and delivery by the Administrative Agent of documents in connection with any such release shall be without recourse to or warranty by the Administrative Agent.this Section 9.10
Appears in 3 contracts
Samples: Credit Agreement (e.l.f. Beauty, Inc.), Credit Agreement (e.l.f. Beauty, Inc.), Credit Agreement (e.l.f. Beauty, Inc.)
Collateral Matters. (a) Except with respect Each Lender authorizes and directs Administrative Agent to enter into the exercise of setoff rights in accordance with Section 9.08 or with respect to a Secured Party’s right to file a proof of claim in an insolvency proceeding, no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee of the Obligations, it being understood and agreed that all powers, rights and remedies under the other Loan Documents may be exercised solely for the benefit of Lenders. Each Lender hereby agrees that, except as otherwise set forth in this Agreement, any action taken by the Administrative Agent on behalf of the Secured Parties or Required Lenders in accordance with the terms thereof. In its capacityprovisions of this Agreement or the other Loan Documents, and the exercise by Administrative Agent is a “representative” or Required Lenders of the Secured Parties within the meaning of the term “secured party” powers set forth in this Agreement or therein, together with all other powers as defined in the UCCare reasonably incidental thereto, will be authorized by, and binding upon, all Lenders. In the event that any Collateral is hereafter pledged by any Person as collateral security for the Obligations, the Administrative Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver authorized on behalf of all Lenders, without the Secured Parties necessity of any notice to or further consent from any Lender to take any action with respect to any Collateral or Loan Documents which may be necessary or appropriate to grant perfect and perfect a Lien on such maintain perfected the Liens upon the Collateral in favor of granted pursuant to this Agreement and the Administrative Agent on behalf of the Secured Partiesother Loan Documents. The Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its discretion, to do any and all of the following: (a) to release any Lien granted to or held by the Administrative Agent upon under any Collateral Document (i) as described upon Payment in Section 9.02(d)Full; (ii) upon property sold or to be sold or disposed of as part of or in connection with any disposition permitted by, but only under this Agreement (including the release of any Guarantor in accordance with, the terms of the applicable Loan Documentconnection with any such disposition); or (iii) subject to Section 15.1 if approved, authorized or ratified approved in writing by the Required Lenders, unless ; or (b) to subordinate its interest in any Collateral to any holder of a Lien on that Collateral which is permitted by Section 11.2(d) (it being understood that Administrative Agent may conclusively rely on a certificate from Borrower Representative in determining whether the Debt secured by any such release Lien is required to be approved permitted by all of the Lenders hereunderSection 11.1(d)). Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release release, or subordinate its interest in, particular types or items of Collateral pursuant heretoto this Section 14.11. Upon any sale or transfer to any Person that is not a Loan Party of assets constituting Collateral which is permitted pursuant to the terms of any Loan Document, or consented to in writing by the Required Lenders or all of the Lenders, as applicable, and upon at least five (5) Business Days’ prior written request by the Borrower to the Administrative Agent, the Administrative Agent shall (and is Each Lender hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Administrative Agent for the benefit of the Secured Parties herein or pursuant hereto upon the Collateral that was sold or transferred; provided that, (i) the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s reasonable opinion, would expose the authorizes Administrative Agent to liability give blockage, enforcement or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Loan Parties in respect of) all interests retained by any Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. Any execution and delivery by the Administrative Agent of documents notices in connection with any such release shall be Subordinated Debt, including, without recourse to or warranty by limitation, the Administrative AgentSecond Lien Debt and AgileThought Earn-out Obligations.
Appears in 2 contracts
Samples: Credit Agreement (AgileThought, Inc.), Credit Agreement (LIV Capital Acquisition Corp.)
Collateral Matters. (a) Except with respect Each Lender authorizes and directs Agent to enter into the exercise of setoff rights in accordance with Section 9.08 or with respect to a Secured Party’s right to file a proof of claim in an insolvency proceeding, no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee of the Obligations, it being understood and agreed that all powers, rights and remedies under the other Loan Documents may be exercised solely for the benefit of Lenders. Each Lender hereby agrees that, except as otherwise set forth herein, any action taken by the Administrative Agent on behalf of the Secured Parties in accordance with the terms thereof. In its capacityprovisions of this Loan Agreement or the other Loan Documents, and the Administrative exercise by Agent is a “representative” of the Secured Parties within the meaning of the term “secured party” powers set forth herein or therein, together with such other powers as defined in the UCCare reasonably incidental thereto, shall be authorized and binding upon all Lenders. In the event that any Collateral is hereafter pledged by any Person as collateral security for the Obligations, the Administrative Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver authorized on behalf of all Lenders, without the Secured Parties necessity of any notice to or further consent from any Lender to take any action with respect to any Collateral or Loan Documents which may be necessary or appropriate to grant perfect and perfect a Lien on such maintain perfected the Liens upon the Collateral in favor of granted pursuant to this Loan Agreement and the Administrative Agent on behalf of the Secured Partiesother Loan Documents. The Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its discretion, (a) to release any Lien granted to or held by the Administrative Agent upon under any Collateral Loan Document (i) as described upon payment in Section 9.02(d)full of all Loans and all other outstanding obligations of Borrower hereunder; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted by, but only in accordance with, hereunder (including the terms release of the applicable Loan Documentany guarantor); or (iii) subject to Section 13.4, if approved, authorized or ratified in writing by the Required Lenders, unless ; or (b) to subordinate its interest in any Collateral to any holder of a Lien on such release Collateral which is required to be approved permitted hereunder (it being understood that Agent may conclusively rely on a certificate from Borrower in determining whether the Indebtedness secured by all of the Lenders any such Lien is permitted hereunder). Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release release, or subordinate its interest in, particular types or items of Collateral pursuant hereto. Upon any sale or transfer to any Person that is not a Loan Party of assets constituting Collateral which is permitted pursuant to the terms of any Loan Document, or consented to in writing by the Required Lenders or all of the Lenders, as applicable, and upon at least five (5) Business Days’ prior written request by the Borrower to the Administrative Agent, the Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Administrative Agent for the benefit of the Secured Parties herein or pursuant hereto upon the Collateral that was sold or transferred; provided that, (i) the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s reasonable opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Loan Parties in respect of) all interests retained by any Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. Any execution and delivery by the Administrative Agent of documents in connection with any such release shall be without recourse to or warranty by the Administrative Agentthis Section 12.11.
Appears in 2 contracts
Samples: Loan and Security Agreement (Agritech Worldwide, Inc.), Loan and Security Agreement (Agritech Worldwide, Inc.)
Collateral Matters. (a) Except Each Lender authorizes and directs the Security Agent to enter into the Security Documents and the Intercreditor Agreement, any Pari Passu Intercreditor Agreement, any Second Lien Intercreditor Agreement and any Other Intercreditor Agreement for the benefit of the Lenders and the other Secured Creditors (and any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements in connection with respect the incurrence by any Credit Party of any Permitted Pari Passu Refinancing Debt, or any Permitted Junior Priority Refinancing Debt or other Junior Lien Debt, in order to permit such Indebtedness to be secured by a valid, perfected lien (with such priority as may be designated by the Borrower or relevant Restricted Subsidiary, to the exercise of setoff rights in accordance with Section 9.08 or with respect to a Secured Party’s right to file a proof of claim in an insolvency proceeding, no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee of the Obligations, it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely extent such priority is permitted by the Administrative Agent on behalf Credit Documents)). Each Lender hereby agrees, and each holder of any Note by the Secured Parties acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the terms thereof. In its capacity, provisions of this Agreement or the Administrative Agent is a “representative” of the Secured Parties within the meaning of the term “secured party” as defined in the UCC. In the event that any Collateral is hereafter pledged by any Person as collateral security for the Obligations, the Administrative Agent is hereby authorizedSecurity Documents, and hereby granted a power of attorney, to execute and deliver on behalf of the Secured Parties any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Administrative Agent on behalf of the Secured Parties. The Lenders hereby authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral (i) as described in Section 9.02(d); (ii) as permitted by, but only in accordance with, the terms of the applicable Loan Document; or (iii) if approved, authorized or ratified in writing by the Required Lenders, unless such release is required to be approved by all of the Lenders hereunder. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant hereto. Upon any sale or transfer to any Person that is not a Loan Party of assets constituting Collateral which is permitted pursuant to the terms of any Loan Document, or consented to in writing exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Security Agent is hereby authorized on behalf of all of the Lenders, as applicablewithout the necessity of any notice to or further consent from any Lender, and upon at least five (5) Business Days’ from time to time prior written request by the Borrower to the Administrative Agentan Event of Default, the Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as to take any action with respect to any Collateral or Security Documents which may be necessary to evidence perfect and maintain perfected the release of the Liens granted to the Administrative Agent for the benefit of the Secured Parties herein or pursuant hereto security interest in and liens upon the Collateral that was sold or transferred; provided that, (i) granted pursuant to the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s reasonable opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Loan Parties in respect of) all interests retained by any Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. Any execution and delivery by the Administrative Agent of documents in connection with any such release shall be without recourse to or warranty by the Administrative AgentSecurity Documents.
Appears in 2 contracts
Samples: Intercreditor Agreement (AdvancePierre Foods Holdings, Inc.), Term Loan Credit Agreement (AdvancePierre Foods Holdings, Inc.)
Collateral Matters. (a) Except with respect to the exercise of setoff rights in accordance with Section 9.08 or with respect to a Secured Party’s right to file a proof of claim in an insolvency proceeding, no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee of the Secured Obligations, it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Administrative Agent on behalf of the Secured Parties in accordance with the terms thereof. In its capacity, the Administrative Agent is a “representative” of the Secured Parties within the meaning of the term “secured party” as defined in the UCC. In the event that any Collateral is hereafter pledged by any Person as collateral security for the Secured Obligations, the Administrative Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver on behalf of the Secured Parties any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Administrative Agent on behalf of the Secured Parties. (b) In furtherance of the foregoing and not in limitation thereof, no arrangements in respect of Banking Services the obligations under which constitute Secured Obligations and no Swap Agreement the obligations under which constitute Secured Obligations, will create (or be deemed to create) in favor of any Secured Party that is a party thereto any rights in connection with the management or release of any Collateral or of the obligations of any Loan Party under any Loan Document. By accepting the benefits of the Collateral, each Secured Party that is a party to any such arrangement in respect of Banking Services or Swap Agreement, as applicable, shall be deemed to have appointed the Administrative Agent to serve as administrative agent and collateral agent under the Loan Documents and agreed to be bound by the Loan Documents as a Secured Party thereunder, subject to the limitations set forth in this paragraph. (c) The Lenders hereby Secured Parties irrevocably authorize the Administrative Agent, at its option and in its discretion, to release subordinate any Lien on any property granted to or held by the Administrative Agent upon under any Collateral (i) as described in Section 9.02(d); (ii) as permitted by, but only in accordance with, Loan Document to the terms holder of the applicable Loan Document; or (iii) if approved, authorized or ratified in writing by the Required Lenders, unless any Lien on such release is required to be approved by all of the Lenders hereunder. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant hereto. Upon any sale or transfer to any Person property that is not a Loan Party of assets constituting Collateral which is permitted pursuant to the terms of any Loan Document, or consented to in writing by the Required Lenders or all of the Lenders, as applicable, and upon at least five (5) Business Days’ prior written request by the Borrower to the Administrative Agent, the Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Administrative Agent for the benefit of the Secured Parties herein or pursuant hereto upon the Collateral that was sold or transferred; provided that, (i) the Section 6.02(b). The Administrative Agent shall not be required responsible for or have a duty to execute ascertain or inquire into any such document on terms whichrepresentation or warranty regarding the existence, in value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s reasonable opinionLien thereon or any certificate prepared by any Loan Party in connection therewith, would expose nor shall the Administrative Agent be responsible or liable to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations Lenders or any Liens upon (other Secured Party for any failure to monitor or obligations of the Loan Parties in respect of) all interests retained by maintain any Loan Party, including the proceeds of the sale, all of which shall continue to constitute part portion of the Collateral. Any execution and delivery by the Administrative Agent of documents in connection with any such release shall be without recourse to or warranty by the Administrative AgentSECTION 8.08.
Appears in 2 contracts
Samples: Credit Agreement (Winnebago Industries Inc), Credit Agreement (Winnebago Industries Inc)
Collateral Matters. (a) Except with respect to the exercise of setoff rights in accordance with Section 9.08 or with respect to a Secured Party’s right to file a proof of claim in an insolvency proceeding, no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee of the Obligations, it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Administrative Agent on behalf of the Secured Parties in accordance with the terms thereof. In its capacity, the Administrative Agent is a “representative” of the Secured Parties within the meaning of the term “secured party” as defined in the UCC. In the event that any Collateral is hereafter pledged by any Person as collateral security for the Obligations, the Administrative Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver on behalf of the Secured Parties any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Administrative Agent on behalf of the Secured Parties. The Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its discretion, (a) to release any Lien granted to or held by the Administrative Agent upon under this Agreement and any Collateral other Financing Agreement (i) as described if all Liabilities are Paid in Section 9.02(d)Full; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted by, but only in accordance with, the terms of the applicable Loan Documenthereunder; or (iii) subject to Section 12.1, if approved, authorized or ratified in writing by the Required Lenders, unless ; or (b) to subordinate its interest in any Collateral to any holder of a Lien on such release Collateral which is required to be approved expressly permitted by all of the Lenders hereunderthis Agreement at any time. Upon request by the Administrative Agent at any time, the Lenders will promptly confirm in writing the Administrative Agent’s authority to release release, or subordinate its interest in, particular types or items of Collateral pursuant heretoto this Section 11.10. Upon Administrative Agent and each Lender hereby appoint each other Lender as agent for the purpose of perfecting Administrative Agent’s security interest in assets and Collateral which, in accordance with the Uniform Commercial Code in any sale applicable jurisdiction, can be perfected by possession or control. Should any Lender (other than Administrative Agent) obtain possession or control of any such assets or Collateral, such Lender shall promptly notify Administrative Agent thereof in writing, and, promptly upon Administrative Agent’s written request therefor, shall deliver such assets or Collateral to Administrative Agent or in accordance with Administrative Agent’s instructions or transfer control to Administrative Agent in accordance with Administrative Agent’s instructions. Each Lender agrees that, except as otherwise expressly provided herein, it will not have any Person that is not a Loan Party of assets constituting right individually to enforce or seek to enforce this Agreement or any Financing Agreement or to realize upon any Collateral which is permitted pursuant to for the terms of any Loan Document, or consented to Liabilities unless instructed in writing to do so by the Required Lenders or all of the Lenders, as applicable, and upon at least five (5) Business Days’ prior written request by the Borrower to the Administrative Agent, the Administrative Agent shall (it being understood and is hereby irrevocably authorized by the Lenders to) execute agreed that such documents as rights and remedies may be necessary to evidence the release of the Liens granted to the Administrative Agent for the benefit of the Secured Parties herein or pursuant hereto upon the Collateral that was sold or transferred; provided that, (i) the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s reasonable opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Loan Parties in respect of) all interests retained exercised only by any Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. Any execution and delivery by the Administrative Agent of documents in connection with any such release shall be without recourse to or warranty by the Administrative Agent.
Appears in 2 contracts
Samples: Loan and Security Agreement (ExamWorks Group, Inc.), Loan and Security Agreement (ExamWorks Group, Inc.)
Collateral Matters. (a) Except with respect to the exercise of setoff rights in accordance with Section 9.08 or with respect to a Secured Party’s right to file a proof of claim in an insolvency proceeding, no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee of the Obligations, it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Administrative Agent on behalf of the The Secured Parties in accordance with the terms thereof. In its capacity, the Administrative Agent is a “representative” of the Secured Parties within the meaning of the term “secured party” as defined in the UCC. In the event that any Collateral is hereafter pledged by any Person as collateral security for the Obligations, the Administrative Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver on behalf of the Secured Parties any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Administrative Agent on behalf of the Secured Parties. The Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its discretion, : (a) to release any Lien granted to or held by the Administrative Agent upon on any Collateral (i) as described in Section 9.02(d); upon the occurrence of the Facility Termination Date, (ii) that is Disposed or to be Disposed as part of or in connection with any Disposition permitted by, but only in accordance with, the terms of the applicable hereunder or under any other Loan Document; , or (iii) subject to Section 11.01, if approved, authorized or ratified in writing by the Required Lenders; (b) to release or subordinate any Lien (and any Indebtedness secured thereby) on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property (i) that is permitted by Section 8.02(i), unless so long as the Borrower Agent shall have delivered to the Administrative Agent on or prior to the date of release or subordination, as the case may be, a certificate of a Responsible Officer certifying that such Lien (and the Indebtedness secured thereby) is permitted by Section 8.02(i) (and the Administrative Agent may rely conclusively on any such certificate, without further inquiry), or (ii) if such release or subordination is required under the Term Loan Intercreditor Agreement; and (c) to release any Subsidiary from its obligations under the Loan Documents, and release any Lien granted by such Subsidiary thereunder, if such Person ceases to be approved a Subsidiary as a result of a transaction permitted hereunder, so long as the Borrower Agent shall have delivered to the Administrative Agent on or prior to the date of release a certificate of a Responsible Officer certifying that such transaction is permitted by all of this Agreement (and the Lenders hereunderAdministrative Agent may rely conclusively on any such certificate, without further inquiry). Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant hereto. Upon property, or to release any sale or transfer to any Person that is not a Loan Party of assets constituting Collateral which is permitted from its obligations under the Loan Documents pursuant to the terms of any Loan Document, or consented to in writing by the Required Lenders or all of the Lenders, as applicable, and upon at least five (5) Business Days’ prior written request by the Borrower to the Administrative Agent, the Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Administrative Agent for the benefit of the Secured Parties herein or pursuant hereto upon the Collateral that was sold or transferred; provided that, (i) the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s reasonable opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Loan Parties in respect of) all interests retained by any Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateralthis Section 10.11. Any execution and delivery by the Administrative Agent of documents in connection with any such release shall be without recourse to or warranty by the Administrative Agent.10.12
Appears in 2 contracts
Samples: Credit Agreement (Lifecore Biomedical, Inc. \De\), Credit Agreement (Lifecore Biomedical, Inc. \De\)
Collateral Matters. (a) Except Each Lender authorizes and directs the Agent to enter into the Security Documents for the benefit of the Lenders. Each Lender authorizes and directs the Administrative Agent to make such changes to the form of Acknowledgment Agreement attached hereto as Exhibit A as it deems necessary from time to time in order to obtain any Acknowledgment Agreement from any landlord, warehouseman, filler, packer, processor, mortgagee or any other party who has an interest in any real property where Collateral is located with respect to any Credit Party. Each Lender also authorizes and directs the exercise Agent to review and approve all agreements regarding the lockboxes and the lockbox accounts (including the Lockbox Agreements) on such terms as the Agent deems necessary. Each Lender hereby agrees, and each holder of setoff rights in accordance with Section 9.08 or with respect to a Secured Party’s right to file a proof of claim in an insolvency proceeding, no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee of the Obligations, it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely Note by the Administrative Agent on behalf of the Secured Parties in accordance with the terms thereof. In its capacityacceptance thereof will be deemed to agree, the Administrative Agent is a “representative” of the Secured Parties within the meaning of the term “secured party” that, except as defined in the UCC. In the event that otherwise set forth herein, any Collateral is hereafter pledged by any Person as collateral security for the Obligations, the Administrative Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver on behalf of the Secured Parties any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Administrative Agent on behalf of the Secured Parties. The Lenders hereby authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral (i) as described in Section 9.02(d); (ii) as permitted by, but only in accordance with, the terms of the applicable Loan Document; or (iii) if approved, authorized or ratified in writing by the Required Lenders, unless such release is required to be approved by all of the Lenders hereunder. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant hereto. Upon any sale or transfer to any Person that is not a Loan Party of assets constituting Collateral which is permitted pursuant to the terms of any Loan Document, or consented to in writing action taken by the Required Lenders or all each of the Lenders, as applicable, in accordance with the provisions of this Credit Agreement or the Security Documents, and upon at least five (5) Business Days’ prior written request the exercise by the Borrower to Required Lenders or each of the Administrative AgentLenders, as applicable, of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Administrative Agent shall (and is hereby irrevocably authorized by on behalf of all of the Lenders to) execute such documents as Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Document which may be necessary or appropriate to evidence perfect and maintain perfected the release of the Liens granted to the Administrative Agent for the benefit of the Secured Parties herein or pursuant hereto security interest in and liens upon the Collateral that was sold or transferred; provided that, (i) granted pursuant to the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s reasonable opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Loan Parties in respect of) all interests retained by any Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. Any execution and delivery by the Administrative Agent of documents in connection with any such release shall be without recourse to or warranty by the Administrative AgentSecurity Documents.
Appears in 2 contracts
Samples: Credit Agreement (Wolverine Tube Inc), Pledge Agreement (Wolverine Tube Inc)
Collateral Matters. (a) Except with respect Each Lender authorizes and directs Administrative Agent to enter into the exercise of setoff rights in accordance with Section 9.08 or with respect to a Secured Party’s right to file a proof of claim in an insolvency proceeding, no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee of the Obligations, it being understood and agreed that all powers, rights and remedies under the other Loan Documents may be exercised solely for the benefit of Lenders. Each Lender hereby agrees that, except as otherwise set forth herein, any action taken by the Administrative Agent on behalf of the Secured Parties Required Lenders in accordance with the terms thereof. In its capacityprovisions of this Agreement or the other Loan Documents, and the Administrative Agent is a “representative” exercise by the Required Lenders of the Secured Parties within the meaning of the term “secured party” powers set forth herein or therein, together with such other powers as defined in the UCCare reasonably incidental thereto, shall be authorized and binding upon all Lenders. In the event that any Collateral is hereafter pledged by any Person as collateral security for the Obligations, the Administrative Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver authorized on behalf of all Lenders, without the Secured Parties necessity of any notice to or further consent from any Lender to take any action with respect to any Collateral or Loan Documents which may be necessary or appropriate to grant perfect and perfect a Lien on such maintain perfected the Liens upon the Collateral in favor of granted pursuant to this Agreement and the Administrative Agent on behalf of the Secured Partiesother Loan Documents. The Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its discretion, (a) to release any Lien granted to or held by the Administrative Collateral Agent upon under any Collateral Document (i) as described upon termination of the Commitments and payment in Section 9.02(d)full of all Loans and all other obligations of Borrower hereunder and the expiration or termination of all Letters of Credit; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted by, but only in accordance with, hereunder (including the terms release of the applicable Loan Documentany Guarantor); or (iii) subject to Section 15.1, if approved, authorized or ratified in writing by the Required Lenders, unless ; or (b) to subordinate its interest in any Collateral to any holder of a Lien on such release Collateral which is required to be approved permitted by all of Section 11.2(d)(i) or (d)(iii) (it being understood that Administrative Agent may conclusively rely on a certificate from Borrower in determining whether the Lenders hereunderDebt secured by any such Lien is permitted by Section 11.1(b)). Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Collateral Agent’s authority to release release, or subordinate its interest in, particular types or items of Collateral pursuant heretoto this Section 14.11. Upon any sale or transfer to any Person that is not a Loan Party of assets constituting Collateral which is permitted pursuant to the terms of any Loan Document, or consented to in writing by the Required Lenders or all of the Lenders, as applicable, and upon at least five (5) Business Days’ prior written request by the Borrower to the Administrative Agent, the Administrative Agent shall (and is Each Lender hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Administrative Agent for the benefit of the Secured Parties herein or pursuant hereto upon the Collateral that was sold or transferred; provided that, (i) the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s reasonable opinion, would expose the authorizes Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Loan Parties in respect of) all interests retained by any Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. Any execution and delivery by the Administrative Agent of documents give blockage notices in connection with any Subordinated Debt at the direction of Required Lenders and agrees that it will not act unilaterally to deliver such release shall be without recourse to or warranty by the Administrative Agentnotices.
Appears in 2 contracts
Samples: Credit Agreement (Primoris Services Corp), Credit Agreement (Primoris Services Corp)
Collateral Matters. (a) Except with respect to the exercise of setoff rights in accordance with Section 9.08 or with respect to a Secured Party’s right to file a proof of claim in an insolvency proceeding, no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee of the Obligations, it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Administrative Agent on behalf of the Secured Parties in accordance with the terms thereof. In its capacity, the Administrative Agent is a “representative” of the Secured Parties within the meaning of the term “secured party” as defined in the UCC. In the event that any Collateral is hereafter pledged by any Person as collateral security for the Obligations, the Administrative Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver on behalf of the Secured Parties any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Administrative Agent on behalf of the Secured Parties. The Lenders hereby irrevocably authorize (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to designate, appoint and authorize) the Administrative Agent, at its option and in its discretion, discretion to release any security interest in, mortgage or Lien granted to or held by upon, any of the Administrative Agent upon any Collateral (i) as described in upon termination of the Commitments and payment and satisfaction of all of the Obligations and delivery of cash collateral to the extent required under Section 9.02(d); 14.12 below, or (ii) as permitted byconstituting property being sold or disposed of if the Administrative Borrower or any Loan Party certifies to the Administrative Agent that the sale or disposition is made in compliance with Section 10.5 (and the Administrative Agent may rely conclusively on any such certificate, but only in accordance withwithout further inquiry), the terms of the applicable Loan Document; or (iii) constituting property in which any Loan Party did not own an interest at the time the security interest, mortgage or Lien was granted or at any time thereafter, or (iv) if required or permitted under the terms of any of the other Loan Documents, or (v) subject to Section 14.2, if approved, authorized or ratified in writing by the Required Lenders, unless or (vi) having a value in the aggregate in any twelve (12) consecutive fiscal month period of less than $5,000,000, and to the extent the Administrative Agent may release its security interest in, and Lien upon, any such Collateral pursuant to the sale or other disposition thereof, such sale or other disposition shall be deemed consented to by the Lenders. Except as provided above, the Administrative Agent will not release is required to be approved by all any of the Lenders hereunderAdministrative Agent’s Liens without the prior written authorization of the Lenders; provided that the Administrative Agent may release the Administrative Agent’s Liens on Collateral which constitutes “Notes Priority Collateral”, as such term is defined in the Senior Notes Documents as in effect on the Closing Date, if required pursuant to the Intercreditor Agreement. Upon request by the Administrative Agent at any time, the Lenders will promptly confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant heretoto this Section 12.10. Upon In no event shall the consent or approval of Issuing Lender or any sale or transfer Bank Product Provider (in its capacity as such) to any Person that is not a Loan Party of assets constituting Collateral which is permitted pursuant to the terms of any Loan Document, or consented to in writing by the Required Lenders or all of the Lenders, as applicable, and upon at least five (5) Business Days’ prior written request by the Borrower to the Administrative Agent, the Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Administrative Agent for the benefit of the Secured Parties herein or pursuant hereto upon the Collateral that was sold or transferred; provided that, (i) the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s reasonable opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Loan Parties in respect of) all interests retained by any Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. Any execution and delivery by the Administrative Agent of documents in connection with any such release shall be without recourse to or warranty by the Administrative Agentrequired.
Appears in 2 contracts
Samples: Loan and Security Agreement (ADS Tactical, Inc.), Loan and Security Agreement (ADS Tactical, Inc.)
Collateral Matters. (a) Except Each Lender authorizes and directs each of the Agents to enter into the Security Documents for the benefit of the Lenders. Each Lender authorizes and directs the Administrative Agent to make such changes to the form of Acknowledgment Agreement attached hereto as Exhibit A as it deems necessary from time to time in order to obtain any Acknowledgment Agreement from any landlord, warehouseman, filler, packer, processor, mortgagee or any other party who has an interest in any real property where Collateral is located with respect to the exercise of setoff rights in accordance with Section 9.08 or with respect to a Secured any Credit Party’s right to file a proof of claim in an insolvency proceeding, no Secured Party shall have any right individually to realize upon any . Each Lender also authorizes and directs each of the Collateral or Agents to enforce review and approve all agreements regarding the lockboxes and the lockbox accounts (including the Lockbox Agreements) on such terms as the Agents deem necessary. Each Lender hereby agrees, and each holder of any Guarantee of the Obligations, it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely Note by the Administrative Agent on behalf of the Secured Parties in accordance with the terms thereof. In its capacityacceptance thereof will be deemed to agree, the Administrative Agent is a “representative” of the Secured Parties within the meaning of the term “secured party” that, except as defined in the UCC. In the event that otherwise set forth herein, any Collateral is hereafter pledged by any Person as collateral security for the Obligations, the Administrative Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver on behalf of the Secured Parties any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Administrative Agent on behalf of the Secured Parties. The Lenders hereby authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral (i) as described in Section 9.02(d); (ii) as permitted by, but only in accordance with, the terms of the applicable Loan Document; or (iii) if approved, authorized or ratified in writing by the Required Lenders, unless such release is required to be approved by all of the Lenders hereunder. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant hereto. Upon any sale or transfer to any Person that is not a Loan Party of assets constituting Collateral which is permitted pursuant to the terms of any Loan Document, or consented to in writing action taken by the Required Lenders or all each of the Lenders, as applicable, in accordance with the provisions of this Credit Agreement or the Security Documents, and upon at least five (5) Business Days’ prior written request the exercise by the Borrower to Required Lenders or each of the Lenders, as applicable, of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Administrative Agent and, with the prior approval of the Administrative Agent, the Administrative Agent shall (and Canadian Agent, is hereby irrevocably authorized by on behalf of all of the Lenders to) execute such documents as Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Document which may be necessary or appropriate to evidence perfect and maintain perfected the release of the Liens granted to the Administrative Agent for the benefit of the Secured Parties herein or pursuant hereto security interest in and liens upon the Collateral that was sold or transferred; provided that, (i) granted pursuant to the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s reasonable opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Loan Parties in respect of) all interests retained by any Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. Any execution and delivery by the Administrative Agent of documents in connection with any such release shall be without recourse to or warranty by the Administrative AgentSecurity Documents.
Appears in 2 contracts
Samples: Credit Agreement (Nacco Industries Inc), Credit Agreement (Cott Corp /Cn/)
Collateral Matters. (a) Except with respect Each Lender authorizes and directs Administrative Agent to enter into the exercise of setoff rights in accordance with Section 9.08 or with respect to a Secured Party’s right to file a proof of claim in an insolvency proceeding, no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee of the Obligations, it being understood and agreed that all powers, rights and remedies under the other Loan Documents may be exercised solely for the benefit of Lenders. Each Lender hereby agrees that, except as otherwise set forth in this Agreement, any action taken by the Administrative Agent on behalf of the Secured Parties or Required Lenders in accordance with the terms thereof. In its capacityprovisions of this Agreement or the other Loan Documents, and the exercise by Administrative Agent is a “representative” or Required Lenders of the Secured Parties within the meaning of the term “secured party” powers set forth in this Agreement or therein, together with all other powers as defined in the UCCare reasonably incidental thereto, will be authorized by, and binding upon, all Lenders. In the event that any Collateral is hereafter pledged by any Person as collateral security for the Obligations, the Administrative Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver authorized on behalf of all Lenders, without the Secured Parties necessity of any notice to or further consent from any Lender to take any action with respect to any Collateral or Loan Documents which may be necessary or appropriate to grant perfect and perfect a Lien on such maintain perfected the Liens upon the Collateral in favor of granted pursuant to this Agreement and the Administrative Agent on behalf of the Secured Partiesother Loan Documents. The Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its discretion, to do any and all of the following: (a) to release any Lien granted to or held by the Administrative Agent upon under any Collateral Document (i) as described upon Payment in Section 9.02(d)Full; (ii) upon property sold or to be sold or disposed of as part of or in connection with any disposition permitted by, but only under this Agreement (including the release of any Guarantor in accordance with, the terms of the applicable Loan Documentconnection with any such disposition); or (iii) subject to Section 15.1, if approved, authorized or ratified approved in writing by the Required Lenders; or (b) to subordinate its interest in any Collateral to any holder of a Lien on that Collateral which is permitted by Section 11.2(d)(i), unless 11.2(d)(iii) or 11.2(k) (it being understood that Administrative Agent may conclusively rely on a certificate from Borrower Representative in determining whether the Debt secured by any such release Lien is required to be approved permitted by all of the Lenders hereunderSection 11.1(b)). Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release release, or subordinate its interest in, particular types or items of Collateral pursuant hereto. Upon any sale or transfer to any Person that is not a Loan Party of assets constituting Collateral which is permitted pursuant to the terms of any Loan Document, or consented to in writing by the Required Lenders or all of the Lenders, as applicable, and upon at least five (5) Business Days’ prior written request by the Borrower to the Administrative Agent, the Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Administrative Agent for the benefit of the Secured Parties herein or pursuant hereto upon the Collateral that was sold or transferred; provided that, (i) the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s reasonable opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Loan Parties in respect of) all interests retained by any Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. Any execution and delivery by the Administrative Agent of documents in connection with any such release shall be without recourse to or warranty by the Administrative Agentthis Section 14.11.
Appears in 2 contracts
Samples: Credit Agreement (Quest Resource Holding Corp), Credit Agreement (Quest Resource Holding Corp)
Collateral Matters. (a) Except with respect to the exercise of setoff rights in accordance with Section 9.08 or with respect to a Secured Party’s right to file a proof of claim in an insolvency proceeding, no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee of the Secured Obligations, it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Administrative Agent on behalf of the Secured Parties in accordance with the terms thereof. In its capacity, the Administrative Agent is a “representative” of the Secured Parties within the meaning of the term “secured party” as defined in the UCC. In the event that any Collateral is hereafter pledged by any Person as collateral security for the Secured Obligations, the Administrative Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver on behalf of the Secured Parties any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Administrative Agent on behalf of the Secured Parties. The Lenders hereby authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral (i) as described in Section 9.02(d) or in Section 5.09(e); (ii) as permitted by, but only in accordance with, the terms of the applicable Loan Document; or (iii) if approved, authorized or ratified in writing by the Required Lenders, unless such release is required to be approved by all of the Lenders hereunder. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant hereto. Upon any sale or transfer to any Person that is not a Loan Party of assets constituting Collateral which is permitted pursuant to the terms of any Loan Document, or consented to in writing by the Required Lenders or all of the Lenders, as applicableapplicable (or otherwise in connection with any permitted release), and upon at least five (5) Business Days’ prior promptly after written request by the Borrower or any other Loan Party to the Administrative Agent, the Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary or reasonably requested to evidence the release of the Liens granted to the Administrative Agent for the benefit of the Secured Parties herein in or pursuant hereto to any Loan Document upon the Collateral that was sold or transferredtransferred or otherwise permitted to be released from any such Liens; provided thatprovided, however, that (i) the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s reasonable and good faith opinion, would expose the Administrative Agent to liability or create any obligation (other than customary further assurances) or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Secured Obligations or any Liens upon (or obligations of the Loan Parties in 105 respect of) all interests retained by any Loan Party, including (without limitation) the proceeds of the sale, all of which shall continue to constitute part of the Collateral. Any execution and delivery by the Administrative Agent of documents in connection with any such release shall be without recourse to or warranty by the Administrative Agent.
Appears in 1 contract
Collateral Matters. (a) Except with respect to the exercise of setoff rights in accordance with Section 9.08 10.08 or with respect to a Secured PartyLender’s right to file a proof of claim in an insolvency proceeding, no Secured Party Lender shall have any right individually to realize upon any of the Collateral collateral or to enforce any Guarantee part of this Agreement, the other Loan Documents or the Required Third Party Documents with respect to the Obligations, it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Administrative Agent on behalf of the Secured Parties Lenders in accordance with the terms thereof. In its capacity, the Administrative Agent is a “representative” of the Secured Parties Lenders within the meaning of the term “secured party” as defined in the UCC. In the event that any Collateral collateral is hereafter pledged by any Person as collateral security for the Obligations, the Administrative Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver on behalf of the Secured Parties Lenders any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral collateral in favor of the Administrative Agent on behalf of the Secured PartiesLenders. The Lenders hereby authorize the Administrative Agent, at its option and in its discretion, With respect to release any Lien granted to or held action by the Administrative Agent upon any Collateral (i) as described in Section 9.02(d); (ii) as permitted byto enforce the rights and remedies of Administrative Agent and the Lenders under this Agreement and the other Loan Documents, but only in accordance with, each Lender hereby consents to the terms jurisdiction of the applicable Loan Document; or (iii) if approvedcourt in which such action is maintained, authorized or ratified in writing by the Required Lenders, unless such release is required and agrees to be approved by all of the Lenders hereunder. Upon request by the deliver its Note to Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant hereto. Upon any sale or transfer to any Person that is not a Loan Party of assets constituting Collateral which is permitted pursuant to the terms of any Loan Document, or consented to in writing by the Required Lenders or all of the Lenders, as applicable, and upon at least five (5) Business Days’ prior written request by the Borrower to the Administrative Agent, the Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be extent necessary to evidence enforce the release rights and remedies of the Liens granted to the Administrative Agent for the benefit of the Secured Parties herein or pursuant hereto upon Lenders under the Collateral that was sold or transferred; provided that, (i) Mortgage in accordance with the Administrative Agent shall not be required provisions hereof. Each Lender agrees to execute any such document on terms which, in the Administrative Agent’s reasonable opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations indemnify each of the Loan Parties in respect ofother Lenders for any loss or damage suffered or cost incurred by such other Lender (including without limitation, attorneys’ fees and expenses and other costs of defense) all interests retained by any Loan Party, including the proceeds as a result of the sale, all breach of which shall continue to constitute part of the Collateral. Any execution and delivery this Section 10.07 by the Administrative Agent of documents in connection with any such release shall be without recourse to or warranty by the Administrative AgentLender.
Appears in 1 contract
Samples: Revolving Loan and Security Agreement (Cottonwood Communities, Inc.)
Collateral Matters. (a) Except with respect to the exercise of setoff rights in accordance with Section 9.08 or with respect to a Secured Party’s right to file a proof of claim in an insolvency proceeding, no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee of the Obligations, it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Administrative Agent on behalf of the Secured Parties in accordance with the terms thereof. In its capacity, the Administrative Agent is a “representative” of the Secured Parties within the meaning of the term “secured party” as defined in the UCC. In the event that any Collateral is hereafter pledged by any Person as collateral security for the Obligations, the Administrative Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver on behalf of the Secured Parties any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Administrative Agent on behalf of the Secured Parties. The Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its discretion, to (i) release any Lien granted to or held by the Administrative Agent under any Security Document (A) upon termination of the Delayed Draw Commitment and payment in full of all Obligations or (B) constituting property sold or disposed of as part of or in connection with any Collateral disposition permitted under any Financing Document (iit being understood and agreed that Administrative Agent may conclusively rely without further inquiry on a certificate of a Responsible Officer as to the sale or other disposition of property being made in full compliance with the provisions of the Financing Documents), (ii) as release or subordinate any Lien granted to or held by Administrative Agent under any Security Document constituting property described in Section 9.02(d5.2(d) (it being understood and agreed that Administrative Agent may conclusively rely without further inquiry on a certificate of a Responsible Officer as to the identification of any property described in Section 5.2(d); (ii) as permitted by), but only in accordance with, the terms of the applicable Loan Document; or and (iii) if approved, authorized release any Guarantor from the Guaranty shall be terminated (and release any Lenders Lien granted to or ratified held by Administrative Agent on the assets of such Guarantor and the Equity Interestsequity interests in writing by such Guarantor shall be terminated) as to any Guarantor) at such time as such Guarantor shall have been designated an Unrestricted Subsidiary pursuant to the Required Lenders, unless Financing Documents or such release is required Guarantor shallceases to be approved by all sold, merged, consolidated, dissolved or liquidated in accordance witha Subsidiary as a result of the Lenders hereundera transaction permitted under this Agreement. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release and/or subordinate particular types or items of Collateral pursuant heretoto this Section 10.9. Upon any sale or transfer to any Person Each Lender acknowledges that is not it has received a Loan Party of assets constituting Collateral which is permitted pursuant to the terms of any Loan Document, or consented to in writing by the Required Lenders or all copy of the LendersIntercreditor Agreements, as applicable, and upon at least five (5) Business Days’ prior written request by the Borrower to the Administrative Agent, the Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Administrative Agent for the benefit of the Secured Parties herein or pursuant hereto upon the Collateral that was sold or transferred; provided that, (i) the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s reasonable opinion, would expose authorizes the Administrative Agent to liability or create any obligation or entail any consequence other than enter into the release of such Liens without recourse or warrantysame, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Loan Parties in respect of) all interests retained agrees to be bound by any Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. Any execution and delivery by the Administrative Agent of documents in connection with any such release shall be without recourse to or warranty by the Administrative Agentits terms.
Appears in 1 contract
Collateral Matters. (a) Except with respect to the exercise of setoff rights in accordance with Section 9.08 or with respect to a Secured Party’s right to file a proof of claim in an insolvency proceeding, no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee of the Obligations, it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Administrative Agent on behalf of the Secured Parties in accordance with the terms thereof. In its capacity, the Administrative Agent is a “representative” of the Secured Parties within the meaning of the term “secured party” as defined in the UCC. In the event that any Collateral is hereafter pledged by any Person as collateral security for the Obligations, the Administrative Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver on behalf of the Secured Parties any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Administrative Agent on behalf of the Secured Parties. The Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its discretion, (a) to release any Lien granted to or held by the Administrative Agent upon under this Agreement and any Collateral other Financing Agreement (i) as described if all Liabilities are indefeasibly paid in Section 9.02(d)full in cash; (ii) constituting property sold or to be sold or disposed of, financed or refinanced, as part of or in connection with any sale, disposition, financing or refinancing which is expressly permitted by, but only in accordance with, by this Agreement or the terms of the applicable Revolving Loan DocumentAgreement at any time; or (iii) subject to Section 13.1, if approved, authorized or ratified in writing by the Required Lenders, unless ; or (b) to subordinate its interest in any Collateral to any holder of a Lien on such release Collateral which is required to be approved expressly permitted by all of this Agreement or the Lenders hereunderRevolving Loan Agreement at any time. Upon request by the Administrative Agent at any time, the Lenders will promptly confirm in writing the Administrative Agent’s authority to release release, or subordinate its interest in, particular types or items of Collateral pursuant heretoto this Section 13.10. Upon Administrative Agent and each Lender hereby appoint each other Lender as agent for the purpose of perfecting Administrative Agent’s security interest in assets and Collateral which, in accordance with the Uniform Commercial Code in any sale applicable jurisdiction, can be perfected by possession or control. Should any Lender (other than Administrative Agent) obtain possession or control of any such assets or Collateral, such Lender shall promptly notify Administrative Agent thereof in writing, and, promptly upon Administrative Agent’s written request therefor, shall deliver such assets or Collateral to Administrative Agent or in accordance with Administrative Agent’s instructions or transfer control to Administrative Agent in accordance with Administrative Agent’s instructions. Each Lender agrees that, except as otherwise expressly provided herein, it will not have any Person that is not a Loan Party of assets constituting right individually to enforce or seek to enforce this Agreement or any Financing Agreement or to realize upon any Collateral which is permitted pursuant to for the terms of any Loan Document, or consented to Liabilities unless instructed in writing to do so by the Required Lenders or all of the Lenders, as applicable, and upon at least five (5) Business Days’ prior written request by the Borrower to the Administrative Agent, the Administrative Agent shall (it being understood and is hereby irrevocably authorized by the Lenders to) execute agreed that such documents as rights and remedies may be necessary to evidence the release of the Liens granted to the Administrative Agent for the benefit of the Secured Parties herein or pursuant hereto upon the Collateral that was sold or transferred; provided that, (i) the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s reasonable opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Loan Parties in respect of) all interests retained exercised only by any Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. Any execution and delivery by the Administrative Agent of documents in connection with any such release shall be without recourse to or warranty by the Administrative Agent.
Appears in 1 contract
Collateral Matters. (a) Except with respect to the exercise of setoff rights in accordance with Section 9.08 or with respect to a Secured Party’s right to file a proof of claim in an insolvency proceeding, no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee of the Obligations, it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Administrative Agent on behalf of the Secured The Lender Parties in accordance with the terms thereof. In its capacity, the Administrative Agent is a “representative” of the Secured Parties within the meaning of the term “secured party” as defined in the UCC. In the event that any Collateral is hereafter pledged by any Person as collateral security for the Obligations, the Administrative Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver on behalf of the Secured Parties any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Administrative Agent on behalf of the Secured Parties. The Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its discretion, (a) to release any Lien granted to or held by the Administrative Agent upon on any Collateral (i) as described in Section 9.02(d); upon the occurrence of the Facility Termination Date, (ii) at the time the property that is subject to such Lien is Disposed or to be Disposed as part of or in connection with any Disposition permitted by, but only in accordance with, the terms of the applicable hereunder or under any other Loan Document; , or (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required LendersLenders or (iv) if the property subject to such Lien is owned by a Guarantor, unless upon release of such Guarantor from its obligations under its Guarantee pursuant to clause (c) or (d) below; (b) (i) to subordinate any Lien on any property granted to or held by Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted under Section 7.02(i) and (ii) that the Administrative Agent is authorized to release is required or subordinate any Lien on any property granted to or held by the Administrative Agent in accordance with the terms of the Security Agreement; and (c) to release any Borrower or any Subsidiary from its obligations under the Loan Documents (and all Liens granted by such Borrower or Subsidiary) if such Person ceases to be approved by all a Borrower or a Subsidiary as a result of the Lenders a transaction permitted hereunder. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant hereto. Upon property, or to release any sale or transfer to any Person that is not a Loan Party of assets constituting Collateral which is permitted from its obligations under the Loan Documents pursuant to the terms of any Loan Documentthis Section 9.10. In each case as specified in this Section 9.10, or consented to in writing by the Required Lenders or all of the Lenders, as applicable, and upon at least five (5) Business Days’ prior written request by the Borrower to the Administrative Agent, each Lender irrevocably authorizes the Administrative Agent shall (to, at the Borrower’s expense, execute and is hereby irrevocably authorized by deliver to the Lenders to) execute applicable Loan Party such documents as such Loan Party may be necessary reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Security Instruments, or to evidence the release of such Guarantor from its obligations under the Liens granted to the Administrative Agent for the benefit of the Secured Parties herein or pursuant hereto upon the Collateral that was sold or transferred; provided that, (i) the Administrative Agent shall not be required to execute any such document on terms whichGuarantee, in each case in accordance with the Administrative Agent’s reasonable opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations terms of the Loan Parties in respect of) all interests retained by any Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. Any execution Documents and delivery by the Administrative Agent of documents in connection with any such release shall be without recourse to or warranty by the Administrative Agentthis Section 9.10.
Appears in 1 contract
Collateral Matters. (a) Except with respect Each Lender authorizes and directs the Agent to enter into the Security Documents for the benefit of the Lenders. Each Lender authorizes and directs the Agent to make such changes to the exercise of setoff rights form Acknowledgment Agreement attached hereto as Exhibit A as the Agent deems necessary in accordance with Section 9.08 order to obtain any Acknowledgment Agreement from any landlord, warehouseman, filler, packer or with respect to a Secured Party’s right to file a proof of claim in an insolvency proceeding, no Secured Party shall have any right individually to realize upon any processor of the Collateral Borrower. Each Lender also authorizes and directs the Agent to review and approve all agreements regarding lockboxes and lockbox accounts and blocked accounts (including the related lockbox or to enforce blocked account agreements) on such terms as the Agent deems necessary. Each Lender hereby agrees, and each holder of any Guarantee of the Obligations, it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely Note by the Administrative Agent on behalf of the Secured Parties in accordance with the terms thereof. In its capacityacceptance thereof will be deemed to agree, the Administrative Agent is a “representative” of the Secured Parties within the meaning of the term “secured party” that, except as defined in the UCC. In the event that otherwise set forth herein, any Collateral is hereafter pledged by any Person as collateral security for the Obligations, the Administrative Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver on behalf of the Secured Parties any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Administrative Agent on behalf of the Secured Parties. The Lenders hereby authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral (i) as described in Section 9.02(d); (ii) as permitted by, but only in accordance with, the terms of the applicable Loan Document; or (iii) if approved, authorized or ratified in writing by the Required Lenders, unless such release is required to be approved by all of the Lenders hereunder. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant hereto. Upon any sale or transfer to any Person that is not a Loan Party of assets constituting Collateral which is permitted pursuant to the terms of any Loan Document, or consented to in writing action taken by the Required Lenders or all each of the Lenders, as applicable, in accordance with the provisions of this Credit Agreement or the Security Documents, and upon at least five (5) Business Days’ prior written request the exercise by the Borrower to Required Lenders or each of the Administrative AgentLenders, as applicable, of the Administrative powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Agent shall (and is hereby irrevocably authorized by on behalf of all of the Lenders to) execute such documents as Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Document which may be necessary or appropriate to evidence perfect and maintain perfected the release of the Liens granted to the Administrative Agent for the benefit of the Secured Parties herein or pursuant hereto security interest in and liens upon the Collateral that was sold or transferred; provided that, (i) granted pursuant to the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s reasonable opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Loan Parties in respect of) all interests retained by any Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the CollateralSecurity Documents. Any execution and delivery by the Administrative Agent of documents in connection with any such release shall be without recourse to or warranty by the Administrative Agent.105
Appears in 1 contract
Samples: Credit Agreement (Chiquita Brands International Inc)
Collateral Matters. (a) Except with respect to the exercise of setoff rights in accordance with Section 9.08 or with respect to a Secured Party’s right to file a proof of claim in an insolvency proceeding, no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee of the Obligations, it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Administrative Agent on behalf of the Secured Parties in accordance with the terms thereof. In its capacity, the The Administrative Agent is a “representative” of the Lenders and the other Secured Parties within the meaning of the term “secured party” as defined in the UCC. Each Lender authorizes the Administrative Agent to enter into each of the Collateral Documents and the other Loan Documents and to take all action contemplated by such documents. Each Lender agrees that no Lender (other than the Administrative Agent) shall have the right individually to seek to realize upon the security granted by any Collateral Document, it being understood and agreed that such rights and remedies may be exercised solely by the Administrative Agent for the benefit of the Secured Parties upon the terms of the Collateral Documents. In the event that any Collateral is hereafter pledged by any Person as collateral security for the Obligations, the Administrative Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver on behalf of the Secured Parties Lenders any Loan Collateral Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Administrative Agent on behalf of the Secured Parties. The Lenders hereby authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral (i) as described in Section 9.02(d)9.4; (ii) as permitted by, but only in accordance with, the terms of the applicable Loan Document or Collateral Document; or (iii) if approved, authorized or ratified in writing by the Required Majority Lenders, unless such release is required to be approved by all of the Lenders hereunder. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the 159 Administrative Agent’s authority to release particular types or items of Collateral pursuant hereto. Upon any sale or transfer to any Person that is not a Loan Party of assets constituting Collateral which is permitted pursuant to the terms of this Agreement or any other Loan Document, or consented to in writing by the Required Majority Lenders or all of the Lenders, as applicable, and upon at least five (5) Business Days’ prior written request by the Borrower to the Administrative Agent, the Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) to execute such documents as may be necessary to evidence the release of the Liens granted to the Administrative Agent for the benefit of the Secured Parties herein or pursuant hereto upon the Collateral that was sold or transferred; provided thatprovided, however, that (i) the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s reasonable opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Loan Parties Borrower or any Relevant Party in respect of) all interests retained by Borrower or any Loan Partyof its Affiliates, including (without limitation) the proceeds of the sale, all of which shall continue to constitute part of the Collateral. Any execution and delivery by the Administrative Agent of documents in connection with any such release shall be without recourse to or warranty by the Administrative Agent.
Appears in 1 contract
Collateral Matters. (a) Except Each Lender hereby irrevocably (subject to Section 7.9) appoints, designates and authorizes Administrative Agent to take such action on its behalf and on behalf of any other Financing Party under the provisions of this Agreement and each other Operative Agreement and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Operative Agreement, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Operative Agreement, Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein and in any other Security Document to which it is a party, nor shall Administrative Agent have or be deemed to have any fiduciary relationship with any Financing Party or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Operative Agreement or otherwise exist against Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Agreement with reference to Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Without limiting the generality of Section 7.8, each Lender hereby acknowledges and agrees that the Administrative Agent is acting as a collateral agent for itself and the Financing Parties under the Security Documents (other than the Pledge Agreement); and each Lender hereby authorizes the Administrative Agent to carry out all those obligations and the Administrative Agent shall be entitled to all the rights and benefits of the collateral agent described in the Security Documents to which it is a party. In addition, each Lender acknowledges that the Administrative Agent shall enter into the Intercreditor Agreement and may enter into amendments hereto from time to time; each Lender authorizes the Administrative Agent to enter into the Intercreditor Agreement and amendments thereto on its behalf and agrees to be bound thereby. Administrative Agent shall have all of the benefits and immunities (i) provided to Administrative Agent in this Section 7 with respect to the exercise of setoff rights Operative Agreements and the transactions contemplated therein, including without limitations any acts taken or omissions suffered by Administrative Agent in accordance connection with or contemplated by such documents or transactions as fully as if the term “Administrative Agent” as used in this Section 9.08 or 7 included Administrative Agent with respect to a Secured Party’s right to file a proof of claim in an insolvency proceedingsuch documents, no Secured Party shall have any right individually to realize upon any of the Collateral transactions, acts or to enforce any Guarantee of the Obligations, it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Administrative Agent on behalf of the Secured Parties in accordance with the terms thereof. In its capacity, the Administrative Agent is a “representative” of the Secured Parties within the meaning of the term “secured party” as defined in the UCC. In the event that any Collateral is hereafter pledged by any Person as collateral security for the Obligations, the Administrative Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver on behalf of the Secured Parties any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Administrative Agent on behalf of the Secured Parties. The Lenders hereby authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral (i) as described in Section 9.02(d); (ii) as permitted by, but only in accordance with, the terms of the applicable Loan Document; or (iii) if approved, authorized or ratified in writing by the Required Lenders, unless such release is required to be approved by all of the Lenders hereunder. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant hereto. Upon any sale or transfer to any Person that is not a Loan Party of assets constituting Collateral which is permitted pursuant to the terms of any Loan Document, or consented to in writing by the Required Lenders or all of the Lenders, as applicable, and upon at least five (5) Business Days’ prior written request by the Borrower to the Administrative Agent, the Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Administrative Agent for the benefit of the Secured Parties herein or pursuant hereto upon the Collateral that was sold or transferred; provided that, (i) the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s reasonable opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warrantyomissions, and (ii) such release shall not as additionally provided in any manner discharge, affect or impair this Agreement and the Obligations or any Liens upon (or obligations of the Loan Parties in other Operative Agreements with respect of) all interests retained by any Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. Any execution and delivery by the Administrative Agent of documents in connection with any such release shall be without recourse to or warranty by the Administrative Agent.
Appears in 1 contract
Samples: Credit Agreement (Tech Data Corp)
Collateral Matters. (a) Except Administrative Agent is authorized on behalf of the Lenders, without the necessity of any notice to or further consent from the Lenders, from time to time, to take any actions with respect to any Collateral or Security Instruments which may be necessary to perfect and maintain Acceptable Security Interests in and Liens upon the exercise of setoff rights in accordance with Section 9.08 or with respect Collateral granted pursuant to a Secured Party’s right to file a proof of claim in an insolvency proceeding, no Secured Party shall have any right individually to realize upon any the Security Instruments. Administrative Agent is further authorized on behalf of the Collateral Lenders, without the necessity of any notice to or further consent from the Lenders, from time to enforce time, to take any Guarantee action (other than enforcement actions requiring the consent of, or request by, the Required Lenders as set forth in Section 7.02 or Section 7.03 above) in exigent circumstances as may be reasonably necessary to preserve any rights or privileges of the Obligations, it being understood and agreed that all powers, rights and remedies Lenders under the Loan Documents may be exercised solely by the or applicable law. Each Lender irrevocably authorizes Administrative Agent on behalf of the Secured Parties in accordance with the terms thereof. In its capacity, the Administrative Agent is a “representative” of the Secured Parties within the meaning of the term “secured party” as defined in the UCC. In the event that any Collateral is hereafter pledged by any Person as collateral security for the Obligations, the Administrative Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver on behalf of the Secured Parties any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Administrative Agent on behalf of the Secured Parties. The Lenders hereby authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral Collateral: (ia) as described in Section 9.02(d); (ii) as permitted by, but only in accordance with, the terms upon termination of the applicable Commitments, termination or expiration of all Letters of Credit, and payment in full of all Obligations payable under this Agreement and under any other Loan Document; (b) constituting Property sold or to be sold or disposed of as part of or in connection with any disposition permitted under this Agreement or the other Loan Documents; (c) constituting Property in which the Borrower or any Subsidiary owned no interest at the time the Lien was granted or at any time thereafter; (d) constituting Property leased to the Borrower or any Subsidiary under a lease which has expired or has been terminated in a transaction permitted under this Agreement or is about to expire and which has not been, and is not intended by the Borrower or such Subsidiary to be, renewed or extended; or (iiie) if approved, authorized or ratified in writing by the applicable Required Lenders or all the Lenders, unless such release is as the case may be, as required to be approved by all of the Lenders hereunderSection 9.01. Upon the request by of the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant hereto. Upon any sale or transfer to any Person that is not a Loan Party of assets constituting Collateral which is permitted pursuant to the terms of any Loan Document, or consented to in writing by the Required Lenders or all of the Lenders, as applicable, and upon at least five (5) Business Days’ prior written request by the Borrower to the Administrative Agent, the Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Administrative Agent for the benefit of the Secured Parties herein or pursuant hereto upon the Collateral that was sold or transferred; provided that, (i) the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s reasonable opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Loan Parties in respect of) all interests retained by any Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. Any execution and delivery by the Administrative Agent of documents in connection with any such release shall be without recourse to or warranty by the Administrative Agentthis Section 8.09.
Appears in 1 contract
Collateral Matters. (a) Except with respect to the exercise of setoff rights in accordance with Section 9.08 or with respect to a Secured Party’s right to file a proof of claim in an insolvency proceeding, no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee of the Obligations, it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Administrative Agent on behalf of the Secured Parties in accordance with the terms thereof. In its capacity, the Administrative Agent is a “representative” of the Secured Parties within the meaning of the term “secured party” as defined in the UCC. In the event that any Collateral is hereafter pledged by any Person as collateral security for the Obligations, the Administrative Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver on behalf of the Secured Parties any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Administrative Agent authorized on behalf of the Secured Parties, without the necessity of any notice to or further consent from the Secured Parties, from time to time, to take any actions with respect to any Collateral or Security Instruments which may be necessary to perfect and maintain Acceptable Security Interests in and Liens upon the Collateral granted pursuant to the Security Instruments. The Administrative Agent is further authorized on behalf of the Secured Parties, without the necessity of any notice to or further consent from the Secured Parties, from time to time, to take any action (other than enforcement actions requiring the consent of, or request by, the Majority Lenders as set forth in Section 7.02 or Section 7.03 above) in exigent circumstances as may be reasonably necessary to preserve any rights or privileges of the Secured Parties under the Loan Documents or applicable law. By accepting the benefit of the Liens granted pursuant to the Security Instruments, each Secured Party not party hereto hereby authorize agrees to the terms of this paragraph (a). Each Secured Party irrevocably authorizes Administrative Agent, at its option and in its discretion, Agent to release any Lien granted to or held by the Administrative Agent upon any Collateral Collateral: (i) as described upon termination of the Commitments, termination, and payment in Section 9.02(d)full of all Obligations payable under this Agreement, under any other Loan Document; (ii) constituting Property sold or to be sold or otherwise disposed of as part of or in connection with any disposition permitted byunder this Agreement or the other Loan Documents; (iii) constituting Property in which the Borrower or any Subsidiary owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting Property leased to the Borrower or any Subsidiary under a lease which has expired or has been terminated in a transaction permitted under this Agreement or is about to expire and which has not been, but only in accordance withand is not intended by the Borrower or such Subsidiary to be, the terms of the applicable Loan Documentrenewed or extended; or (iiiv) if approved, authorized or ratified in writing by the Required applicable Majority Lenders or all the Lenders, unless such release is as the case may be, as required to be approved by all of the Lenders hereunderSection 9.01. Upon the request by of the Administrative Agent at any time, the Lenders Secured Parties will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant heretoto this Section 8.10. Upon any sale or transfer By accepting the benefit of the Liens granted pursuant to any Person that is the Security Instruments, each Secured Party not a Loan Party of assets constituting Collateral which is permitted pursuant party hereto hereby agrees to the terms of any Loan Document, this paragraph (b). The Administrative Agent has adopted internal policies and procedures requirements placed on federally regulated lenders under the National Flood Insurance Reform Act of 1994 and related legislation (the “Flood Laws”). The Administrative Agent will post on the applicable electronic platform (or consented otherwise distribute to each Lender) documents that it receives in writing by connection with the Required Lenders or all of the Lenders, as applicable, and upon at least five (5) Business Days’ prior written request by the Borrower to the Administrative AgentFlood Laws. However, the Administrative Agent shall (reminds each Lender and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted participant that, pursuant to the Administrative Agent Flood Laws, each federally regulated lender (whether acting as a Lender or participant) is responsible for assuring its own compliance with the benefit of the Secured Parties herein or pursuant hereto upon the Collateral that was sold or transferred; provided that, (i) the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s reasonable opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Loan Parties in respect of) all interests retained by any Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. Any execution and delivery by the Administrative Agent of documents in connection with any such release shall be without recourse to or warranty by the Administrative Agentflood insurance requirements.
Appears in 1 contract
Collateral Matters. (a) Except with respect to the exercise of setoff rights in accordance with Section 9.08 or with respect to a Secured Party’s right to file a proof of claim in an insolvency proceeding, no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee of the Secured Obligations, it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Administrative Agent on behalf of the Secured Parties in accordance with the terms thereof. In its capacity, the Administrative Agent is a “representative” of the Secured Parties within the meaning of the term “secured party” as defined in the UCC. In the event that any Collateral is hereafter pledged by any Person as collateral security for the Secured Obligations, the Administrative Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver on behalf of the Secured Parties any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Administrative Agent on behalf of the Secured Parties. The Lenders hereby authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral (i) as described in Section 9.02(d); (ii) as permitted by, but only in accordance with, the terms of the applicable Loan Document; or (iii) if approved, authorized or ratified in writing by the Required Lenders, unless such release is required to be approved by all of the Lenders hereunder. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant hereto. Upon any sale or transfer to any Person that is not a Loan Party of assets constituting Collateral which is permitted pursuant to the terms of any Loan Document, or consented to in writing by the Required Lenders or all of the Lenders, as applicable, and upon at least five (5) Business Days’ prior written request by the Borrower to the Administrative Agent, the Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Administrative Agent for the benefit of the Secured Parties herein or pursuant hereto upon the Collateral that was sold or transferred; provided thatprovided, however, that (i) the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s reasonable opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Secured Obligations or any Liens upon (or obligations of the Loan Parties in respect of) all interests retained by any Loan Party, including (without limitation) the proceeds of the sale, all of which shall continue to constitute part of the Collateral. Any execution and delivery by the Administrative Agent of documents in connection with any such release shall be without recourse to or warranty by the Administrative Agent.
Appears in 1 contract
Collateral Matters. (a) Except with respect to the exercise of setoff rights in accordance with Section 9.08 or with respect to a Secured Party’s right to file a proof of claim in an insolvency proceeding, no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee of the Obligations, it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Administrative Agent on behalf of the Secured The Lender Parties in accordance with the terms thereof. In its capacity, the Administrative Agent is a “representative” of the Secured Parties within the meaning of the term “secured party” as defined in the UCC. In the event that any Collateral is hereafter pledged by any Person as collateral security for the Obligations, the Administrative Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver on behalf of the Secured Parties any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Administrative Agent on behalf of the Secured Parties. The Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its discretion, (a) to release any Lien granted to or held by the Administrative Agent upon on any Collateral (i) as described in Section 9.02(d); upon the occurrence of the Facility Termination Date, (ii) as permitted by, but only in accordance with, the terms that is Disposed (other than to a Loan Party) or to be Disposed (provided such release occurs substantially concurrently with or at any time after consummation of the applicable Disposition) as part of or in connection with any Disposition permitted hereunder or under any other Loan Document; Document (provided that the Borrower shall, upon the reasonable request of the Administrative Agent, certify to the Administrative Agent that any such Disposition and release of the Administrative Agent’s Lien is permitted by the Loan Documents), or (iii) subject to Section 10.01, if approved, authorized or ratified in writing by the Required Lenders, unless ; (b) to subordinate any Lien on any property granted to or held by Administrative Agent under any Loan Document to the holder of any Lien on such release property that is required expressly permitted hereunder to be approved senior to the Liens securing the Obligations; and (c) to release any Subsidiary from its obligations under the Loan Documents (and all Liens granted by all such Subsidiary) if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder; provided, that with respect to the foregoing clauses (a)(ii) and (c), such release(s) shall not be subject to Administrative Agent’s discretion if such Disposition is made in compliance with the terms of the Lenders hereunderLoan Documents. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant hereto. Upon property, or to release any sale or transfer to any Person that is not a Loan Party of assets constituting Collateral which is permitted from its obligations under the Loan Documents pursuant to the terms of any Loan Document, or consented to in writing by the Required Lenders or all of the Lenders, as applicable, and upon at least five (5) Business Days’ prior written request by the Borrower to the Administrative Agent, the Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Administrative Agent for the benefit of the Secured Parties herein or pursuant hereto upon the Collateral that was sold or transferred; provided that, (i) the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s reasonable opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Loan Parties in respect of) all interests retained by any Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. Any execution and delivery by the Administrative Agent of documents in connection with any such release shall be without recourse to or warranty by the Administrative Agentthis Section 9.10.
Appears in 1 contract
Samples: Credit Agreement (GSR II Meteora Acquisition Corp.)
Collateral Matters. (a) Except with respect Each Lender authorizes and directs the Agent to enter into the Security Documents for the benefit of the Lenders. Each Lender authorizes and directs the Agent to make such changes to the exercise form Acknowledgment Agreement attached hereto as Exhibit A as the Agent deems necessary in order to obtain any Acknowledgment Agreement from any landlord, warehouseman, filler, packer or processor of setoff rights in accordance with Section 9.08 any Borrower. Each Lender also authorizes and directs the Agent to review and approve all agreements regarding lockboxes and lockbox accounts and blocked accounts (including the related lockbox or with respect to a Secured Party’s right to file a proof blocked account agreements) on such terms as the Agent deems necessary. Each Lender hereby agrees, and each holder of claim in an insolvency proceeding, no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee of the Obligations, it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely Note by the Administrative Agent on behalf of the Secured Parties in accordance with the terms thereof. In its capacityacceptance thereof will be deemed to agree, the Administrative Agent is a “representative” of the Secured Parties within the meaning of the term “secured party” that, except as defined in the UCC. In the event that otherwise set forth herein, any Collateral is hereafter pledged by any Person as collateral security for the Obligations, the Administrative Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver on behalf of the Secured Parties any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Administrative Agent on behalf of the Secured Parties. The Lenders hereby authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral (i) as described in Section 9.02(d); (ii) as permitted by, but only in accordance with, the terms of the applicable Loan Document; or (iii) if approved, authorized or ratified in writing by the Required Lenders, unless such release is required to be approved by all of the Lenders hereunder. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant hereto. Upon any sale or transfer to any Person that is not a Loan Party of assets constituting Collateral which is permitted pursuant to the terms of any Loan Document, or consented to in writing action taken by the Required Lenders or all each of the Lenders, as applicable, in accordance with the provisions of this Credit Agreement or the Security Documents, and upon at least five (5) Business Days’ prior written request the exercise by the Borrower to Required Lenders or each of the Administrative AgentLenders, as applicable, of the Administrative powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Agent shall (and is hereby irrevocably authorized by on behalf of all of the Lenders to) execute such documents as Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Document which may be necessary or appropriate to evidence perfect and maintain perfected the release of the Liens granted to the Administrative Agent for the benefit of the Secured Parties herein or pursuant hereto security interest in and liens upon the Collateral that was sold or transferred; provided that, (i) granted pursuant to the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s reasonable opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Loan Parties in respect of) all interests retained by any Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. Any execution and delivery by the Administrative Agent of documents in connection with any such release shall be without recourse to or warranty by the Administrative AgentSecurity Documents.
Appears in 1 contract
Samples: Credit Agreement (Chiquita Brands International Inc)
Collateral Matters. (a) Except with respect to the exercise of setoff rights in accordance with Section 9.08 or with respect to a Secured Party’s 's right to file a proof of claim in an insolvency proceeding, no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee of the Secured Obligations, it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Administrative Agent on behalf of the Secured Parties in accordance with the terms thereof. In its capacity, the Administrative Agent is a “"representative” " of the Secured Parties within the meaning of the term “"secured party” " as defined in the UCC. In the event that any Collateral is hereafter pledged by any Person as collateral security for the Secured Obligations, the Administrative Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver on behalf of the Secured Parties any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Administrative Agent on behalf of the Secured Parties. (b) In furtherance of the foregoing and not in limitation thereof, no arrangements in respect of Banking Services the obligations under which constitute Secured Obligations and no Swap Agreement the obligations under which constitute Secured Obligations, will create (or be deemed to create) in favor of any Secured Party that is a party thereto any rights in connection with the management or release of any Collateral or of the obligations of any Loan Party under any Loan Document. By accepting the benefits of the Collateral, each Secured Party that is a party to any such arrangement in respect of Banking Services or Swap Agreement, as applicable, shall be deemed to have appointed the Administrative Agent to serve as administrative agent and collateral agent under the Loan Documents and agreed to be bound by the Loan Documents as a Secured Party thereunder, subject to the limitations set forth in this paragraph. (c) The Lenders hereby Secured Parties irrevocably authorize the Administrative Agent, at its option and in its discretion, to release subordinate any Lien on any property granted to or held by the Administrative Agent upon under any Collateral (i) as described in Section 9.02(d); (ii) as permitted by, but only in accordance with, Loan Document to the terms holder of the applicable Loan Document; or (iii) if approved, authorized or ratified in writing by the Required Lenders, unless any Lien on such release is required to be approved by all of the Lenders hereunder. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant hereto. Upon any sale or transfer to any Person property that is not a Loan Party of assets constituting Collateral which is permitted pursuant to the terms of any Loan Document, or consented to in writing by the Required Lenders or all of the Lenders, as applicable, and upon at least five (5) Business Days’ prior written request by the Borrower to the Administrative Agent, the Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Administrative Agent for the benefit of the Secured Parties herein or pursuant hereto upon the Collateral that was sold or transferred; provided that, (i) the Section 6.02(b). The Administrative Agent shall not be required responsible for or have a duty to execute ascertain or inquire into any such document on terms whichrepresentation or warranty regarding the existence, in value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s reasonable opinion's Lien thereon or any certificate prepared by any Loan Party in connection therewith, would expose nor shall the Administrative Agent be responsible or liable to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations Lenders or any Liens upon (other Secured Party for any failure to monitor or obligations of the Loan Parties in respect of) all interests retained by maintain any Loan Party, including the proceeds of the sale, all of which shall continue to constitute part portion of the Collateral. Any execution and delivery by the Administrative Agent of documents in connection with any such release shall be without recourse to or warranty by the Administrative Agent.SECTION 8.08
Appears in 1 contract
Collateral Matters. (a) Except Each Lender hereby irrevocably (subject to Section 6.9) appoints, designates and authorizes Administrative Agent to take such action on its behalf and on behalf of any other Financing Party under the provisions of this Agreement and each other Operative Agreement and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Operative Agreement, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Operative Agreement, Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein and in any other Security Document to which it is a party, nor shall Administrative Agent have or be deemed to have any fiduciary relationship with any Financing Party or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Operative Agreement or otherwise exist against Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Agreement with reference to Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Without limiting the generality of Section 6.8, each Lender hereby acknowledges and agrees that the Administrative Agent is acting as a collateral agent for itself and the Financing Parties under the Security Documents; and each Lender hereby authorizes the Administrative Agent to carry out all those obligations and the Administrative Agent shall be entitled to all the rights and benefits of the collateral agent described in the Security Documents to which it is a party. Administrative Agent shall have all of the benefits and immunities (i) provided to Administrative Agent in this Section 6 with respect to the exercise of setoff rights Operative Agreements and the transactions contemplated therein, including without limitations any acts taken or omissions suffered by Administrative Agent in accordance connection with or contemplated by such documents or transactions as fully as if the term “Administrative Agent” as used in this Section 9.08 or 6 included Administrative Agent with respect to a Secured Party’s right to file a proof of claim in an insolvency proceedingsuch documents, no Secured Party shall have any right individually to realize upon any of the Collateral transactions, acts or to enforce any Guarantee of the Obligations, it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Administrative Agent on behalf of the Secured Parties in accordance with the terms thereof. In its capacity, the Administrative Agent is a “representative” of the Secured Parties within the meaning of the term “secured party” as defined in the UCC. In the event that any Collateral is hereafter pledged by any Person as collateral security for the Obligations, the Administrative Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver on behalf of the Secured Parties any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Administrative Agent on behalf of the Secured Parties. The Lenders hereby authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral (i) as described in Section 9.02(d); (ii) as permitted by, but only in accordance with, the terms of the applicable Loan Document; or (iii) if approved, authorized or ratified in writing by the Required Lenders, unless such release is required to be approved by all of the Lenders hereunder. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant hereto. Upon any sale or transfer to any Person that is not a Loan Party of assets constituting Collateral which is permitted pursuant to the terms of any Loan Document, or consented to in writing by the Required Lenders or all of the Lenders, as applicable, and upon at least five (5) Business Days’ prior written request by the Borrower to the Administrative Agent, the Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Administrative Agent for the benefit of the Secured Parties herein or pursuant hereto upon the Collateral that was sold or transferred; provided that, (i) the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s reasonable opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warrantyomissions, and (ii) such release shall not as additionally provided in any manner discharge, affect or impair this Agreement and the Obligations or any Liens upon (or obligations of the Loan Parties in other Operative Agreements with respect of) all interests retained by any Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. Any execution and delivery by the Administrative Agent of documents in connection with any such release shall be without recourse to or warranty by the Administrative Agent.
Appears in 1 contract
Samples: Credit Agreement (Tech Data Corp)
Collateral Matters. (a) Except with respect to the exercise of setoff rights in accordance with Section 9.08 or with respect to a Secured Party’s right to file a proof of claim in an insolvency proceeding, no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee of the Obligations, it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Administrative Agent on behalf of the Secured Parties in accordance with the terms thereof. In its capacity, the Administrative Agent is a “representative” of the Secured Parties within the meaning of the term “secured party” as defined in the UCC. In the event that any Collateral is hereafter pledged by any Person as collateral security for the Obligations, the Administrative Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver on behalf of the Secured Parties any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Administrative Agent authorized on behalf of the Secured Parties, without the necessity of any notice to or further consent from the Secured Parties, from time to time, to take any actions with respect to any Collateral or Security Instruments which may be necessary to perfect and maintain Acceptable Security Interests in and Liens upon the Collateral granted pursuant to the Security Instruments. The Administrative Agent is further authorized on behalf of the Secured Parties, without the necessity of any notice to or further consent from the Secured Parties, from time to time, to take any action (other than enforcement actions requiring the consent of, or request by, the Majority Lenders as set forth in Section 7.02 or Section 7.03 above) in exigent circumstances as may be reasonably necessary to preserve any rights or privileges of the Secured Parties under the Loan Documents or applicable law. By accepting the benefit of the Liens granted pursuant to the Security Instruments, each Secured Party not party hereto hereby authorize agrees to the terms of this paragraph (a). Each Secured Party irrevocably authorizes Administrative Agent, at its option and in its discretion, Agent to release any Lien granted to or held by the Administrative Agent upon any Collateral Collateral: (i) upon termination of the Commitments, termination or expiration of all Letters of Credit (other than Letters of Credit as described to which other arrangements satisfactory to the applicable Issuing Lender have been made), and payment in Section 9.02(dfull of all Obligations payable under this Agreement, under any other Loan Document and termination of all Hedge Contracts with any Swap Counterparty (other than Hedge Contracts with any Swap Counterparty with respect to which other arrangements satisfactory to the Swap Counterparty have been made; provided that, unless a Swap Counterparty notifies the Administrative Agent in writing at least 2 Business Days prior to the expected termination of the Commitments that such arrangements have not been made, then solely for purposes of this clause (b), it shall be deemed that such satisfactory arrangements have been made); (ii) constituting Property sold or to be sold or otherwise disposed of as part of or in connection with any disposition permitted byunder this Agreement or the other Loan Documents; (iii) constituting Property in which the Borrower or any Subsidiary owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting Property leased to the Borrower or any Subsidiary under a lease which has expired or has been terminated in a transaction permitted under this Agreement or is about to expire and which has not been, but only in accordance withand is not intended by the Borrower or such Subsidiary to be, the terms of the applicable Loan Documentrenewed or extended; or (iiiv) if approved, authorized or ratified in writing by the Required applicable Majority Lenders or all the Lenders, unless such release is as the case may be, as required to be approved by all of the Lenders hereunderSection 9.01. Upon the request by of the Administrative Agent at any time, the Lenders Secured Parties will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant heretoto this Section 8.10. Upon any sale or transfer By accepting the benefit of the Liens granted pursuant to any Person that is the Security Instruments, each Secured Party not a Loan Party of assets constituting Collateral which is permitted pursuant party hereto hereby agrees to the terms of any Loan Document, this paragraph (b). The Administrative Agent has adopted internal policies and procedures that address requirements placed on federally regulated lenders under the National Flood Insurance Reform Act of 1994 and related legislation (the “Flood Laws”). The Administrative Agent will post on the applicable electronic platform (or consented otherwise distribute to each Lender) documents that it receives in writing by connection with the Required Lenders or all of the Lenders, as applicable, and upon at least five (5) Business Days’ prior written request by the Borrower to the Administrative AgentFlood Laws. However, the Administrative Agent shall (reminds each Lender and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted participant that, pursuant to the Administrative Agent Flood Laws, each federally regulated lender (whether acting as a Lender or participant) is responsible for assuring its own compliance with the benefit of the Secured Parties herein or pursuant hereto upon the Collateral that was sold or transferred; provided that, (i) the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s reasonable opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Loan Parties in respect of) all interests retained by any Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. Any execution and delivery by the Administrative Agent of documents in connection with any such release shall be without recourse to or warranty by the Administrative Agentflood insurance requirements.
Appears in 1 contract
Collateral Matters. (a) Except The benefit of the Security Documents and the provisions of this Agreement and the other Loan Documents relating to the Collateral shall also extend to, secure and be available on a pro rata basis (as set forth in Section 10.06) to (i) each Lender Derivative Party with respect to the exercise any Obligations of setoff rights in accordance Parent, Borrower or any Subsidiary arising under Derivative Transactions with Section 9.08 or with respect to a Secured Party’s right to file a proof of claim in an insolvency proceeding, no Secured Lender Derivative Party shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee of the Obligations, it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Administrative Agent on behalf of the Secured Parties in accordance with the terms thereof. In its capacity, the Administrative Agent is a “representative” of the Secured Parties within the meaning of the term “secured party” as defined in the UCC. In the event that any Collateral is hereafter pledged by any Person as collateral security for the Obligations, the Administrative Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver on behalf of the Secured Parties any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Administrative Agent on behalf of the Secured Parties. The Lenders hereby authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral (i) as described in Section 9.02(d); (ii) as permitted by, but only in accordance with, the terms of the applicable Loan Document; or (iii) if approved, authorized or ratified in writing by the Required Lenders, unless such release is required to be approved by all of the Lenders hereunder. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant hereto. Upon any sale or transfer to any Person that is not a Loan Party of assets constituting Collateral which is permitted pursuant to the terms of any Loan Document, or consented to in writing by the Required Lenders or all of the Lenders, as applicable, and upon at least five (5) Business Days’ prior written request by the Borrower to the Administrative Agent, the Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Administrative Agent for the benefit of the Secured Parties herein or pursuant hereto upon the Collateral that was sold or transferred; provided that, (i) the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s reasonable opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in each Cash Management Bank with respect to any manner dischargeCash Management Obligations of Parent, affect or impair the Obligations Borrower or any Liens upon Subsidiary arising under Cash Management Agreements with a Cash Management Bank, in each case, until the Security Termination Date (and notwithstanding that the outstanding Loan Obligations have been repaid in full and the Commitments have terminated); provided that with respect to any Derivative Transaction with a Lender Derivative Party that is secured at such time as the counterparty thereto is not a Lender or obligations an Affiliate of a Lender or the outstanding Loan Obligations have been repaid in full and the Commitments have terminated, the provisions of Article XI shall also continue to apply to such counterparty in consideration of its benefits hereunder and each such counterparty shall, if requested by Administrative Agent, promptly execute and deliver to Administrative Agent all such other documents, agreements and instruments reasonably requested by Administrative Agent to evidence the continued applicability of the Loan Parties in respect of) all interests retained provisions of Article XI. Notwithstanding the foregoing, no Lender Derivative Party and no Cash Management Bank shall have any voting or consent rights under this Agreement or any Security Document as a result of the existence of Obligations owed to it under any Derivative Transactions, Derivative Contracts or Cash Management Agreements that are secured by any Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. Any execution and delivery by the Administrative Agent of documents in connection with any such release shall be without recourse to or warranty by the Administrative AgentSecurity Document.
Appears in 1 contract
Samples: Credit Agreement (Midstates Petroleum Company, Inc.)
Collateral Matters. (a) Except with respect to the exercise of setoff rights in accordance with Section 9.08 or with respect to a Secured Party’s right to file a proof of claim in an insolvency proceeding, no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee of the Obligations, it being understood Each Lender authorizes and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by directs the Administrative Agent on behalf to act as its collateral agent and, in such capacity, to enter into the Security Documents for the benefit of the Secured Parties in accordance with the terms thereofLenders. In its capacity, Each Lender authorizes and directs the Administrative Agent is a “representative” of to make such changes to the Secured Parties within the meaning of the term “secured party” forms Acknowledgment Agreement attached hereto as defined in the UCC. In the event that any Collateral is hereafter pledged by any Person Exhibits B and C as collateral security for the Obligations, the Administrative Agent is hereby authorizeddeems necessary in order to obtain any Acknowledgment Agreement from any customer, landlord, warehouseman, filler, packer or processor of any Credit Party. Each Lender also authorizes and hereby granted a power of attorney, to execute and deliver on behalf of the Secured Parties any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of directs the Administrative Agent to review and approve all agreements regarding the Lockboxes and the Lockbox Accounts (including the Lockbox Accounts Agreements) on behalf of the Secured Parties. The Lenders hereby authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by such terms as the Administrative Agent upon deems necessary. Each Lender hereby agrees, and each holder of any Collateral (i) as described in Section 9.02(d); (ii) as permitted by, but only in accordance with, the terms of the applicable Loan Document; or (iii) if approved, authorized or ratified in writing Note by the Required Lendersacceptance thereof will be deemed to agree, unless such release is required to be approved by all of the Lenders hereunder. Upon request by the Administrative Agent at that, except as otherwise set forth herein, any time, the Lenders will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant hereto. Upon any sale or transfer to any Person that is not a Loan Party of assets constituting Collateral which is permitted pursuant to the terms of any Loan Document, or consented to in writing action taken by the Required Lenders or all each of the Lenders, as applicable, in accordance with the provisions of this Agreement or the Security Documents, and upon at least five (5) Business Days’ prior written request the exercise by the Borrower to Required Lenders or each of the Administrative AgentLenders, as applicable, of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Administrative Agent shall (and is hereby irrevocably authorized by on behalf of all of the Lenders to) execute such documents as Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Document which may be necessary or appropriate to evidence perfect and maintain perfected the release of the Liens granted to the Administrative Agent for the benefit of the Secured Parties herein or pursuant hereto security interest in and liens upon the Collateral that was sold or transferred; provided that, (i) granted pursuant to the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s reasonable opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Loan Parties in respect of) all interests retained by any Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. Any execution and delivery by the Administrative Agent of documents in connection with any such release shall be without recourse to or warranty by the Administrative AgentSecurity Documents.
Appears in 1 contract
Samples: Credit Agreement (Industrial Distribution Group Inc)
Collateral Matters. (a) Except with respect Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents and the Senior Secured Notes Intercreditor Agreement for the benefit of the Lenders and the other Secured Creditors. In addition, from immediately prior to and after the issuance of any Second Lien Notes, each Lender, for the benefit of all parties to this Agreement, authorizes and directs the Collateral Agent to enter into the Second Lien Notes Intercreditor Agreement and any amendments to the exercise of setoff rights Security Documents that may be necessary in accordance with Section 9.08 or with respect to a Secured Party’s right to file a proof of claim in an insolvency proceeding, no Secured Party shall have any right individually to realize upon any connection therewith for the benefit of the Lenders and the Secured Creditors. The Collateral or Agent agrees, for the benefit of all parties to enforce this Agreement, to negotiate in good faith and in a timely manner the Second Lien Notes Intercreditor Agreement and any Guarantee necessary amendments to the Security Documents, in each case, on customary terms and, to the extent that the respective parties have agreed to such terms, to enter into such documents immediately prior to such issuance. Each Lender hereby agrees, and each holder of the Obligations, it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely any Note by the Administrative Agent on behalf of acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Secured Parties Required Lenders in accordance with the terms thereof. In its capacityprovisions of this Agreement, the Administrative Agent is a “representative” of the Senior Secured Parties within the meaning of the term “secured party” as defined in the UCC. In the event that any Collateral is hereafter pledged by any Person as collateral security for the ObligationsNotes Intercreditor Agreement, the Administrative Agent is hereby authorizedSecond Lien Notes Intercreditor Agreement or the Security Documents, and hereby granted a power of attorney, to execute and deliver on behalf of the Secured Parties any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Administrative Agent on behalf of the Secured Parties. The Lenders hereby authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral (i) as described in Section 9.02(d); (ii) as permitted by, but only in accordance with, the terms of the applicable Loan Document; or (iii) if approved, authorized or ratified in writing by the Required Lenders, unless such release is required to be approved by all of the Lenders hereunder. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant hereto. Upon any sale or transfer to any Person that is not a Loan Party of assets constituting Collateral which is permitted pursuant to the terms of any Loan Document, or consented to in writing exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, as applicablewithout the necessity of any notice to or further consent from any Lender, and upon at least five (5) Business Days’ from time to time prior written request by the Borrower to the Administrative Agentan Event of Default, the Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as to take any action with respect to any Collateral or Security Documents which may be necessary to evidence perfect and maintain perfected the release of the Liens granted to the Administrative Agent for the benefit of the Secured Parties herein or pursuant hereto security interest in and liens upon the Collateral that was sold or transferred; provided that, (i) granted pursuant to the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s reasonable opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Loan Parties in respect of) all interests retained by any Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. Any execution and delivery by the Administrative Agent of documents in connection with any such release shall be without recourse to or warranty by the Administrative AgentSecurity Documents.
Appears in 1 contract
Samples: Credit Agreement (Pyramid Communication Services, Inc.)
Collateral Matters. (a) Except with respect Each Lender authorizes and directs Administrative Agent to enter into the exercise other Loan Documents for the benefit of setoff rights Lenders. Each Lender hereby agrees that, except as otherwise set forth herein, any action taken by Administrative Agent or Required Lenders in accordance with Section 9.08 the provisions of this Agreement or with respect to a Secured Party’s right to file a proof of claim in an insolvency proceedingthe other Loan Documents, no Secured Party shall have any right individually to realize upon any of and the Collateral or to enforce any Guarantee of the Obligations, it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely exercise by the Administrative Agent on behalf or Required Lenders of the Secured Parties in accordance powers set forth herein or therein, together with the terms thereofsuch other powers as are reasonably incidental thereto, shall be authorized and binding upon all Lenders. In its capacity, the Administrative Agent is a “representative” of the Secured Parties within the meaning of the term “secured party” as defined in the UCC. In the event that any Collateral is hereafter pledged by any Person as collateral security for the Obligations, the Administrative Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver authorized on behalf of all Lenders, without the Secured Parties necessity of any notice to or further consent from any Lender to take any action with respect to any Collateral or Loan Documents which may be necessary or appropriate to grant perfect and perfect a Lien on such maintain perfected the Liens upon the Collateral in favor of granted pursuant to this Agreement and the Administrative Agent on behalf of the Secured Partiesother Loan Documents. The Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its discretion, (a) to release any Lien granted to or held by the Administrative Agent upon under any Collateral Document (i) as described upon termination of the Commitments and payment in Section 9.02(d)full of all Loans and all other outstanding obligations of Borrower hereunder and the expiration or termination or Cash Collateralization of all Letters of Credit; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted by, but only in accordance with, hereunder (including the terms release of the applicable Loan Documentany guarantor); or (iii) subject to Section 15.1, if approved, authorized or ratified in writing by the Required Lenders, unless ; or (b) to subordinate its interest in any Collateral to any holder of a Lien on such release Collateral which is required to be approved permitted by all of Section 11.2(d)(i) or (d)(iii) (it being understood that Administrative Agent may conclusively rely on a certificate from Borrower in determining whether the Lenders hereunderDebt secured by any such Lien is permitted by Section 11.1(b)). Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release release, or subordinate its interest in, particular types or items of Collateral pursuant heretoto this Section 14.11. Upon any sale or transfer to any Person that is not a Loan Party of assets constituting Collateral which is permitted pursuant to the terms of any Loan Document, or consented to in writing by the Required Lenders or all of the Lenders, as applicable, and upon at least five (5) Business Days’ prior written request by the Borrower to the Administrative Agent, the Administrative Agent shall (and is Each Lender hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Administrative Agent for the benefit of the Secured Parties herein or pursuant hereto upon the Collateral that was sold or transferred; provided that, (i) the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s reasonable opinion, would expose the authorizes Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Loan Parties in respect of) all interests retained by any Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. Any execution and delivery by the Administrative Agent of documents give blockage notices in connection with any such release shall be without recourse to or warranty by the Administrative AgentSubordinated Debt.
Appears in 1 contract
Samples: Credit Agreement (Cyalume Technologies Holdings, Inc.)
Collateral Matters. (aA) Except with respect Each Lender authorizes and directs the Agent to enter into the Security Documents for the benefit of the Lenders. Each Lender authorizes and directs the Agent to make such changes to the exercise of setoff rights form Acknowledgment Agreement attached hereto as EXHIBIT A as the Agent deems necessary in accordance with Section 9.08 order to obtain any Acknowledgment Agreement from any landlord, warehouseman, filler, packer or with respect to a Secured Party’s right to file a proof of claim in an insolvency proceeding, no Secured Party shall have any right individually to realize upon any processor of the Collateral Borrower. Each Lender also authorizes and directs the Agent to review and approve all agreements regarding lockboxes and lockbox accounts and blocked accounts (including the related lockbox or to enforce blocked account agreements) on such terms as the Agent deems necessary. Each Lender hereby agrees, and each holder of any Guarantee of the Obligations, it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely Note by the Administrative Agent on behalf of the Secured Parties in accordance with the terms thereof. In its capacityacceptance thereof will be deemed to agree, the Administrative Agent is a “representative” of the Secured Parties within the meaning of the term “secured party” that, except as defined in the UCC. In the event that otherwise set forth herein, any Collateral is hereafter pledged by any Person as collateral security for the Obligations, the Administrative Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver on behalf of the Secured Parties any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Administrative Agent on behalf of the Secured Parties. The Lenders hereby authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral (i) as described in Section 9.02(d); (ii) as permitted by, but only in accordance with, the terms of the applicable Loan Document; or (iii) if approved, authorized or ratified in writing by the Required Lenders, unless such release is required to be approved by all of the Lenders hereunder. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant hereto. Upon any sale or transfer to any Person that is not a Loan Party of assets constituting Collateral which is permitted pursuant to the terms of any Loan Document, or consented to in writing action taken by the Required Lenders or all each of the Lenders, as applicable, in accordance with the provisions of this Credit Agreement or the Security Documents, and upon at least five (5) Business Days’ prior written request the exercise by the Borrower to Required Lenders or each of the Administrative AgentLenders, as applicable, of the Administrative powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Agent shall (and is hereby irrevocably authorized by on behalf of all of the Lenders to) execute such documents as Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Document which may be necessary or appropriate to evidence perfect and maintain perfected the release of the Liens granted to the Administrative Agent for the benefit of the Secured Parties herein or pursuant hereto security interest in and liens upon the Collateral that was sold or transferred; provided that, (i) granted pursuant to the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s reasonable opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Loan Parties in respect of) all interests retained by any Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. Any execution and delivery by the Administrative Agent of documents in connection with any such release shall be without recourse to or warranty by the Administrative AgentSecurity Documents.
Appears in 1 contract
Samples: Credit Agreement (Chiquita Brands International Inc)
Collateral Matters. (a) Except with respect to the exercise of setoff rights in accordance with Section 9.08 or with respect to a Secured Party’s right to file a proof of claim in an insolvency proceeding, no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee of the ObligationsGuaranteed Obligations (as defined in the Guarantee and Security Agreement), it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Administrative Agent and/or the Collateral Agent on behalf of the Secured Parties in accordance with the terms thereof. (b) In its capacityfurtherance of the foregoing and not in limitation thereof, no arrangements in respect of any Hedging Agreement the obligations under which constitute Hedging Agreement Obligations, will create (or be deemed to create) in favor of any Secured Party that is a party thereto any rights in connection with the management or release of any Collateral or of the obligations of any Obligor under any Loan Document. By accepting the benefits of the Collateral, each Secured Party that is a party to any such arrangement in respect of Hedging Agreements shall be deemed to have appointed the Administrative Agent is and Collateral Agent to serve as administrative agent and collateral agent, respectively, under the Loan Documents and agreed to be bound by the Loan Documents as a “representative” of Secured Party thereunder, subject to the Secured Parties within the meaning of the term “secured party” as defined limitations set forth in the UCCthis paragraph. In the event that any Collateral is hereafter pledged by any Person as collateral security for the Obligations, (c) Neither the Administrative Agent is hereby authorizednor the Collateral Agent shall be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, and hereby granted a power of attorney, to execute and deliver on behalf value or collectability of the Secured Parties any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Administrative Agent on behalf of the Secured Parties. The Lenders hereby authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral (i) as described in Section 9.02(d); (ii) as permitted by, but only in accordance withCollateral, the terms existence, priority or perfection of the applicable Loan Document; or (iii) if approved, authorized or ratified in writing by the Required Lenders, unless such release is required to be approved by all of the Lenders hereunder. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release particular types or items of the Collateral pursuant hereto. Upon Agent’s Lien thereon or any sale or transfer to certificate prepared by any Person that is not a Loan Party of assets constituting Collateral which is permitted pursuant to the terms of any Loan DocumentObligor in connection therewith, or consented to in writing by the Required Lenders or all of the Lenders, as applicable, and upon at least five (5) Business Days’ prior written request by the Borrower to the Administrative Agent, nor shall the Administrative Agent shall (and is hereby irrevocably authorized by or the Collateral Agent be responsible or liable to the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Administrative Agent for the benefit of the Secured Parties herein or pursuant hereto upon the Collateral that was sold or transferred; provided that, (i) the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s reasonable opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens upon (other Secured Party for any failure to monitor or obligations of the Loan Parties in respect of) all interests retained by maintain any Loan Party, including the proceeds of the sale, all of which shall continue to constitute part portion of the Collateral. Any execution and delivery by the Administrative Agent of documents in connection with any such release shall be without recourse to or warranty by the Administrative Agent.(139)
Appears in 1 contract
Collateral Matters. (a) Except with respect to the exercise of setoff rights in accordance with Section 9.08 or with respect to a Secured Party’s right to file a proof of claim in an insolvency proceeding, no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee of the Obligations, it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Administrative Agent on behalf of the Secured Parties in accordance with the terms thereof. In its capacitycapacity as Administrative Agent, the Administrative Agent is a “representative” of the Secured Parties within the meaning of the term “secured party” as defined in the UCCNew York Uniform Commercial Code. Each Lender authorizes the Administrative Agent to enter into each of the Security Documents to which it is a party and to take all action contemplated by such documents. Each Lender agrees that no Secured Party (other than the Administrative Agent) shall have the right individually to seek to realize upon the security granted by any Security Document, it being understood and agreed that such rights and remedies may be exercised solely by the Administrative Agent for the benefit of the Secured Parties upon the terms of the Security Documents. In the event that any Collateral Pledged Equity is hereafter pledged by any Person as collateral security for the Obligations, the Administrative Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver on behalf of the Secured Parties any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral Pledged Equity in favor of the Administrative Agent on behalf of the Secured Parties. The Lenders hereby authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral Pledged Equity: (i) as described in Section 9.02(d); (ii) as permitted by, but only in accordance with, the terms of the applicable Loan Document; or (iii) if approved, authorized or ratified in writing by the Required Lenders, unless such release is required to be approved by all of the Lenders hereunder. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral Pledged Equity pursuant hereto. Upon any sale or transfer to any Person that is not a Loan Party of assets constituting Collateral Pledged Equity which is permitted pursuant to the terms of any Loan Document, or consented to in writing by the Required Lenders or all of the Lenders, as applicable, and upon at least five (5) Business Days’ prior written request by the Borrower to the Administrative Agent, the Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Administrative Agent for the benefit of the Secured Parties herein or pursuant hereto upon the Collateral Pledged Equity that was sold or transferred; provided thatprovided, however, that (i) the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s reasonable opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Loan Parties Borrower or any Subsidiary in respect of) all interests retained by the Borrower or any Loan PartySubsidiary, including (without limitation) the proceeds of the sale, all of which shall continue to constitute part of the Collateral. Any execution and delivery by the Administrative Agent of documents in connection with any such release shall be without recourse to or warranty by the Administrative AgentPledged Equity.
Appears in 1 contract
Samples: Credit Agreement (Amtrust Financial Services, Inc.)
Collateral Matters. The Secured Parties irrevocably authorize the Administrative Agent when directed by the Required Lenders, (a) Except with respect to the exercise of setoff rights in accordance with Section 9.08 or with respect to a Secured Party’s right to file a proof of claim in an insolvency proceeding, no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee of the Obligations, it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Administrative Agent on behalf of the Secured Parties in accordance with the terms thereof. In its capacity, the Administrative Agent is a “representative” of the Secured Parties within the meaning of the term “secured party” as defined in the UCC. In the event that any Collateral is hereafter pledged by any Person as collateral security for the Obligations, the Administrative Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver on behalf of the Secured Parties any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Administrative Agent on behalf of the Secured Parties. The Lenders hereby authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon on any Collateral (i) as described in Section 9.02(d); upon the occurrence of the Facility Termination Date, (ii) that is Disposed or to be Disposed as part of or in connection with any Disposition permitted by, but only in accordance with, the terms of the applicable hereunder or under any other Loan Document; , or (iii) subject to Section 11.01, if approved, authorized or ratified in writing by the Required Lenders; (b) to release or subordinate any Lien (and any Indebtedness secured thereby) on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property (i) that is permitted by Section 8.02(i), unless so long as the Borrower Agent shall have delivered to the Administrative Agent on or prior to the date of release or subordination, as the case may be, a certificate of a Responsible Officer certifying that such Lien (and the Indebtedness secured thereby) is permitted by Section 8.02(i) (and the Administrative Agent may rely conclusively on any such certificate, without further inquiry), or (ii) if such release or subordination is required under the Intercreditor Agreement; and (c) to release any Subsidiary from its obligations under the Loan Documents, and release any Lien granted by such Subsidiary thereunder, if such Person ceases to be approved a Subsidiary as a result of a transaction permitted hereunder, so long as the Borrower Agent shall have delivered to the Administrative Agent on or prior to the date of release a certificate of a Responsible Officer certifying that such transaction is permitted by all of this Agreement (and the Lenders hereunderAdministrative Agent may rely conclusively on any such certificate, without further inquiry). Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant hereto. Upon property, or to release any sale or transfer to any Person that is not a Loan Party of assets constituting Collateral which is permitted from its obligations under the Loan Documents pursuant to the terms of any Loan Document, or consented to in writing by the Required Lenders or all of the Lenders, as applicable, and upon at least five (5) Business Days’ prior written request by the Borrower to the Administrative Agent, the Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Administrative Agent for the benefit of the Secured Parties herein or pursuant hereto upon the Collateral that was sold or transferred; provided that, (i) the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s reasonable opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Loan Parties in respect of) all interests retained by any Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateralthis Section 10.10. Any execution and delivery by the Administrative Agent of documents in connection with any such release shall be without recourse to or warranty by the Administrative Agent.10.11
Appears in 1 contract
Samples: Credit Agreement (Roadrunner Transportation Systems, Inc.)
Collateral Matters. (a) Except with respect Each Lender authorizes and directs Administrative Agent to enter into the exercise of setoff rights in accordance with Section 9.08 or with respect to a Secured Party’s right to file a proof of claim in an insolvency proceeding, no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee of the Obligations, it being understood and agreed that all powers, rights and remedies under the other Loan Documents may be exercised solely for the benefit of Lenders. Each Lender hereby agrees that, except as otherwise set forth in this Agreement, any action taken by the Administrative Agent on behalf of the Secured Parties or Required Lenders in accordance with the terms thereof. In its capacityprovisions of this Agreement or the other Loan Documents, and the exercise by Administrative Agent is a “representative” or Required Lenders of the Secured Parties within the meaning of the term “secured party” powers set forth in this Agreement or therein, together with all other powers as defined in the UCCare reasonably incidental thereto, will be authorized by, and binding upon, all Lenders. In the event that any Collateral is hereafter pledged by any Person as collateral security for the Obligations, the Administrative Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver authorized on behalf of all Lenders, without the Secured Parties necessity of any notice to or further consent from any Lender to take any action with respect to any Collateral or Loan Documents which may be necessary or appropriate to grant perfect and perfect a Lien on such maintain perfected the Liens upon the Collateral in favor of granted pursuant to this Agreement and the Administrative Agent on behalf of the Secured Partiesother Loan Documents. The Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its discretion, to do any and all of the following: (a) to release any Lien granted to or held by the Administrative Agent upon under any Collateral Document (i) as described upon Payment in Section 9.02(d)Full; (ii) upon property sold or to be sold or disposed of as part of or in connection with any disposition permitted by, but only under this Agreement (including the release of any Guarantor in accordance with, the terms of the applicable Loan Documentconnection with any such disposition); or (iii) subject to Section 15.1 if approved, authorized or ratified approved in writing by the Required Lenders, unless ; or (b) to subordinate its interest in any Collateral to any holder of a Lien on that Collateral which is permitted by Section 11.2(d) (it being understood that Administrative Agent may conclusively rely on a certificate from Borrower Representative in determining whether the Debt secured by any such release Lien is required to be approved permitted by all of the Lenders hereunderSection 11.1(d)). Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release release, or subordinate its interest in, particular types or items of Collateral pursuant heretoto this Section 14.11. Upon any sale or transfer to any Person that is not a Loan Party of assets constituting Collateral which is permitted pursuant to the terms of any Loan Document, or consented to in writing by the Required Lenders or all of the Lenders, as applicable, and upon at least five (5) Business Days’ prior written request by the Borrower to the Administrative Agent, the Administrative Agent shall (and is Each Lender hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Administrative Agent for the benefit of the Secured Parties herein or pursuant hereto upon the Collateral that was sold or transferred; provided that, (i) the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s reasonable opinion, would expose the authorizes 107 Administrative Agent to liability give blockage, enforcement or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Loan Parties in respect of) all interests retained by any Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. Any execution and delivery by the Administrative Agent of documents notices in connection with any such release shall be Subordinated Debt, including, without recourse to or warranty by limitation, the Administrative AgentSecond Lien Debt and AgileThought Earn-out Obligations.
Appears in 1 contract
Collateral Matters. (a) Except with respect to the exercise of setoff rights in accordance with Section 9.08 or with respect to a Secured Party’s right to file a proof of claim in an insolvency proceeding, no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee of the Secured Obligations, it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Administrative Agent on behalf of the Secured Parties in accordance with the terms thereof. In its capacity, the Administrative Agent is a “representative” of the Secured Parties within the meaning of the term “secured party” as defined in the UCC. In the event that any Collateral is hereafter pledged by any Person as collateral security for the Secured Obligations, the Administrative Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver on behalf of the Secured Parties any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Administrative Agent on behalf of the Secured Parties. The Lenders hereby authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral (i) as described in Section 9.02(d9.02(e); (ii) as permitted by, but only in accordance with, the terms of the applicable Loan Document; or (iii) if approved, authorized or ratified in writing by the Required Lenders, unless such release is required to be approved by all of the Lenders hereunder. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant hereto. Upon any sale or transfer to any Person that is not a Loan Party of assets constituting Collateral to any Person other than another Loan Party which is permitted pursuant to the terms of any Loan Document, or consented to in writing by the Required Lenders or all of the Lenders, as applicable, and upon at least five (5) Business Days’ prior written request by the Borrower to the Administrative Agent, the Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Administrative Agent for the benefit of the Secured Parties herein or pursuant hereto upon the Collateral that was sold or transferred; provided thatprovided, however, that (i) the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s reasonable opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Secured Obligations or any Liens upon (or obligations of the Loan Parties in respect of) all interests retained by any Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. Any execution and delivery by the Administrative Agent of documents in connection with any such release shall be without recourse to or warranty by the Administrative Agent.. 106
Appears in 1 contract
Samples: Credit Agreement (Grindr Inc.)
Collateral Matters. (a) Except with respect to the exercise of setoff rights in accordance with Section 9.08 or with respect to a Secured Party’s right to file a proof of claim in an insolvency proceeding, no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee of the Obligations, it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by The Lenders hereby irrevocably authorize the Administrative Agent on behalf to, and upon request of the Secured Parties in accordance with the terms thereof. In its capacityFoamex, the Administrative Agent is a “representative” of the Secured Parties within the meaning of the term “secured party” as defined in the UCC. In the event that any Collateral is hereafter pledged by any Person as collateral security for the Obligationsshall, the Administrative Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver on behalf of the Secured Parties any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Administrative Agent on behalf of the Secured Parties. The Lenders hereby authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent Agent's Liens upon any Collateral (i) as described upon payment and satisfaction in Section 9.02(dfull by the Borrowers of all Obligations and the payment and satisfaction in full of all other Obligations (other than Contingent Obligations at Termination); (ii) as permitted by, but only in accordance with, the terms constituting property being sold or disposed of or property of a Subsidiary all of the applicable equity interests of which are being sold or disposed of if a Borrower certifies to the Administrative Agent (and the Administrative Agent agrees with such certification) that the sale or disposition is made in compliance with Section 7.11 (and the Administrative Agent may rely conclusively on any such certificate, without further inquiry); (iii) constituting property in which each of the Loan DocumentParties certifies that no Loan Party owned an interest in such property at the time the Lien was granted or at any time thereafter; or (iiiiv) if approvedconstituting property leased to a Loan Party under a lease which has expired or been terminated in a transaction permitted under this Agreement. Except as provided above, authorized or ratified the Administrative Agent will not release any of the Agent's Liens without the prior written authorization of the Lenders; provided that the Administrative Agent may, in writing by its discretion, release the Required Lenders, unless such release is required to be approved by all Agent's Liens on Collateral valued in the aggregate not in excess of $2,000,000 during the term of this Agreement without the prior written authorization of the Lenders hereunderand the Administrative Agent may release the Agent's Liens on Collateral valued in the aggregate not in excess of $3,500,000 during the term of this Agreement with the prior written authorization of the Majority Lenders. Upon request by the Administrative Agent or a Borrower at any time, the Lenders will confirm in writing the Administrative Agent’s 's authority to release any Agent's Liens upon particular types or items of Collateral pursuant hereto. Upon any sale or transfer to any Person that is not a Loan Party of assets constituting Collateral which is permitted pursuant to the terms of any Loan Document, or consented to in writing by the Required Lenders or all of the Lenders, as applicable, and upon at least five (5) Business Days’ prior written request by the Borrower to the Administrative Agent, the Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Administrative Agent for the benefit of the Secured Parties herein or pursuant hereto upon the Collateral that was sold or transferred; provided that, (i) the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s reasonable opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Loan Parties in respect of) all interests retained by any Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. Any execution and delivery by the Administrative Agent of documents in connection with any such release shall be without recourse to or warranty by the Administrative Agentthis Section 12.11.
Appears in 1 contract
Collateral Matters. (a) Except with respect to the exercise of setoff rights in accordance with Section 9.08 or with respect to a Secured Party’s right to file a proof of claim in an insolvency proceeding, no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee of the Obligations, it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the The Administrative Agent on behalf of the Secured Parties in accordance with the terms thereof. In its capacity, the Administrative Agent such capacity is a “representative” of the Secured Parties Lenders within the meaning of the term “secured party” as defined in the UCCUniform Commercial Code. Each Lender authorizes the Administrative Agent to enter into each of the Facility Documents to which it is a party and to take all action contemplated by such documents. Each Lender agrees that no Lender (other than the Administrative Agent) shall have the right individually to seek to realize upon the security granted by any Facility Document, it being understood and agreed that such rights and remedies may be exercised solely by the Administrative Agent for the benefit of the Lenders upon the terms of such documents. In the event that any Collateral and/or Pledged Collateral is hereafter pledged by any Person as collateral security for the Secured Obligations, the Administrative Agent is hereby authorized, and is hereby granted a power of attorney, to execute and deliver on behalf of the Secured Parties Lenders any Loan Facility Documents necessary or appropriate to grant and perfect a Lien on such Collateral and Pledged Collateral in favor of the Administrative Agent on behalf of the Secured PartiesLenders. The Lenders hereby authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral and Pledged Collateral (i) as described in Section 9.02(d)herein and the Pledge Agreement; (ii) as permitted by, but only in accordance with, the terms of the applicable Loan Facility Document; or (iii) if approved, authorized or ratified in writing by the Required Majority Lenders, unless such release is required to be approved by all of the Lenders hereunder. Upon request by the Administrative Agent at any time, the Lenders will shall confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral and Pledged Collateral pursuant hereto. Upon any sale or transfer to any Person that is not a Loan Party of assets constituting Collateral and/or Pledged Collateral which is permitted pursuant to the terms of any Loan Facility Document, or consented to in writing by the Required Lenders or all of the Majority Lenders, as applicable, and upon at least five (5) Business Days’ prior written request by the Borrower to the Administrative Agent, the Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute take such documents actions as may be necessary to evidence set forth herein and the release of the Liens granted to the Administrative Agent for the benefit of the Secured Parties herein or pursuant hereto upon the Collateral Pledge Agreement, as applicable; provided, however, that was sold or transferred; provided that, (i) the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s reasonable opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, warranty and (ii) such release shall not in any manner discharge, affect or impair the Secured Obligations or any Liens upon (or obligations of any Borrower or the Loan Parties Pledgor in respect of) all interests retained by any Loan Partythe Borrower, including (without limitation) the proceeds of the sale, all of which shall continue to constitute part of the Collateral. Any execution Collateral and delivery all interests retained by the Administrative Agent Pledgor, including (without limitation) the proceeds of documents in connection with any such release the sale, all of which shall be without recourse continue to or warranty by constitute part of the Administrative AgentPledged Collateral.
Appears in 1 contract
Collateral Matters. (a) Except with respect Each Lender authorizes and directs Administrative Agent to enter into the exercise of setoff rights in accordance with Section 9.08 or with respect to a Secured Party’s right to file a proof of claim in an insolvency proceeding, no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee of the Obligations, it being understood and agreed that all powers, rights and remedies under the other Loan Documents may be exercised solely for the benefit of Lenders. Each Lender hereby agrees that, except as otherwise set forth in this Agreement, any action taken by the Administrative Agent on behalf of the Secured Parties or Required Lenders in accordance with the terms thereof. In its capacityprovisions of this Agreement or the other Loan Documents, and the exercise by Administrative Agent is a “representative” or Required Lenders of the Secured Parties within the meaning of the term “secured party” powers set forth in this Agreement or therein, together with all other powers as defined in the UCCare reasonably incidental thereto, will be authorized by, and binding upon, all Lenders. In the event that any Collateral is hereafter pledged by any Person as collateral security for the Obligations, the Administrative Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver authorized on behalf of all Lenders, without the Secured Parties necessity of any notice to or further consent from any Lender to take any action with respect to any Collateral or Loan Documents which may be necessary or appropriate to grant perfect and perfect a Lien on such maintain perfected the Liens upon the Collateral in favor of granted pursuant to this Agreement and the Administrative Agent on behalf of the Secured Partiesother Loan Documents. The Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its discretion, to do any and all of the following: (a) to release any Lien granted to or held by the Administrative Agent upon under any Collateral Document (i) as described upon Payment in Section 9.02(d)Full; (ii) upon property sold or to be sold or disposed of as part of or in connection with any disposition permitted by, but only under this Agreement (including the release of any Guarantor in accordance with, the terms of the applicable Loan Documentconnection with any such disposition); or (iii) subject to Section 15.1, if approved, authorized or ratified approved in writing by the Required Lenders, unless ; or (b) to subordinate its interest in any Collateral to any holder of a Lien on that Collateral which is permitted by Section 11.2(d)(i) or 11.2(d)(iii) (it being understood that Administrative Agent may conclusively rely on a certificate from Borrower Representative in determining whether the Debt secured by any such release Lien is required to be approved permitted by all of the Lenders hereunderSection 11.1(b)). Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release release, or subordinate its interest in, particular types or items of Collateral pursuant hereto. Upon any sale or transfer to any Person that is not a Loan Party of assets constituting Collateral which is permitted pursuant to the terms of any Loan Document, or consented to in writing by the Required Lenders or all of the Lenders, as applicable, and upon at least five (5) Business Days’ prior written request by the Borrower to the Administrative Agent, the Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Administrative Agent for the benefit of the Secured Parties herein or pursuant hereto upon the Collateral that was sold or transferred; provided that, (i) the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s reasonable opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Loan Parties in respect of) all interests retained by any Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. Any execution and delivery by the Administrative Agent of documents in connection with any such release shall be without recourse to or warranty by the Administrative Agentthis Section 14.11.
Appears in 1 contract
Collateral Matters. (a) Except with respect Each Lender authorizes and directs the Agent to enter into the Security Documents for the benefit of the Lenders. Each Lender authorizes and directs the Agent to make such changes to the exercise form Acknowledgment Agreement attached hereto as EXHIBIT A as the Agent deems necessary in order to obtain any Acknowledgment Agreement from any landlord, warehouseman, filler, packer or processor of setoff rights in accordance with Section 9.08 any Borrower. Each Lender also authorizes and directs the Agent to review and approve all agreements regarding lockboxes and lockbox accounts and blocked accounts (including the related lockbox or with respect to a Secured Party’s right to file a proof blocked account agreements) on such terms as the Agent deems necessary. Each Lender hereby agrees, and each holder of claim in an insolvency proceeding, no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee of the Obligations, it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely Note by the Administrative Agent on behalf of the Secured Parties in accordance with the terms thereof. In its capacityacceptance thereof will be deemed to agree, the Administrative Agent is a “representative” of the Secured Parties within the meaning of the term “secured party” that, except as defined in the UCC. In the event that otherwise set forth herein, any Collateral is hereafter pledged by any Person as collateral security for the Obligations, the Administrative Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver on behalf of the Secured Parties any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Administrative Agent on behalf of the Secured Parties. The Lenders hereby authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral (i) as described in Section 9.02(d); (ii) as permitted by, but only in accordance with, the terms of the applicable Loan Document; or (iii) if approved, authorized or ratified in writing by the Required Lenders, unless such release is required to be approved by all of the Lenders hereunder. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant hereto. Upon any sale or transfer to any Person that is not a Loan Party of assets constituting Collateral which is permitted pursuant to the terms of any Loan Document, or consented to in writing action taken by the Required Lenders or all each of the Lenders, as applicable, in accordance with the provisions of this Credit Agreement or the Security Documents, and upon at least five (5) Business Days’ prior written request the exercise by the Borrower to Required Lenders or each of the Administrative AgentLenders, as applicable, of the Administrative powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Agent shall (and is hereby irrevocably authorized by on behalf of all of the Lenders to) execute such documents as Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Document which may be necessary or appropriate to evidence perfect and maintain perfected the release of the Liens granted to the Administrative Agent for the benefit of the Secured Parties herein or pursuant hereto security interest in and liens upon the Collateral that was sold or transferred; provided that, (i) granted pursuant to the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s reasonable opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Loan Parties in respect of) all interests retained by any Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. Any execution and delivery by the Administrative Agent of documents in connection with any such release shall be without recourse to or warranty by the Administrative AgentSecurity Documents.
Appears in 1 contract
Samples: Credit Agreement (Chiquita Brands International Inc)
Collateral Matters. (a) Except with respect Each Lender authorizes and directs the Agent to enter into the Security Documents for the benefit of the Lenders. Each Lender authorizes and directs the Agent to make such changes to the exercise form Acknowledgment Agreement attached hereto as Exhibit A as the Agent deems necessary in order to obtain any Acknowledgment Agreement from any landlord, warehouseman, filler, packer or processor of setoff rights in accordance with Section 9.08 or with respect any Borrower. Each Lender also authorizes and directs the Agent to a Secured Party’s right to file a proof review and approve all agreements regarding the Lockboxes and the Lockbox Accounts (including the Lockbox Agreements) on such terms as the Agent deems necessary. Each Lender hereby agrees, and each holder of claim in an insolvency proceeding, no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee of the Obligations, it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely Revolving Note by the Administrative Agent on behalf of the Secured Parties in accordance with the terms thereof. In its capacityacceptance thereof will be deemed to agree, the Administrative Agent is a “representative” of the Secured Parties within the meaning of the term “secured party” that, except as defined in the UCC. In the event that otherwise set forth herein, any Collateral is hereafter pledged by any Person as collateral security for the Obligations, the Administrative Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver on behalf of the Secured Parties any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Administrative Agent on behalf of the Secured Parties. The Lenders hereby authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral (i) as described in Section 9.02(d); (ii) as permitted by, but only in accordance with, the terms of the applicable Loan Document; or (iii) if approved, authorized or ratified in writing by the Required Lenders, unless such release is required to be approved by all of the Lenders hereunder. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant hereto. Upon any sale or transfer to any Person that is not a Loan Party of assets constituting Collateral which is permitted pursuant to the terms of any Loan Document, or consented to in writing action taken by the Required Lenders or all each of the Lenders, as applicable, in accordance with the provisions of this Credit Agreement or the Security Documents, and upon at least five (5) Business Days’ prior written request the exercise by the Borrower to Required Lenders or each of the Administrative AgentLenders, as applicable, of the Administrative powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Agent shall (and is hereby irrevocably authorized by on behalf of all of the Lenders to) execute such documents as Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Document which may be necessary or appropriate to evidence perfect and maintain perfected the release of the Liens granted to the Administrative Agent for the benefit of the Secured Parties herein or pursuant hereto security interest in and liens upon the Collateral that was sold or transferred; provided that, (i) granted pursuant to the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s reasonable opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Loan Parties in respect of) all interests retained by any Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. Any execution and delivery by the Administrative Agent of documents in connection with any such release shall be without recourse to or warranty by the Administrative AgentSecurity Documents.
Appears in 1 contract
Samples: Credit Agreement (Fresh Foods Inc)
Collateral Matters. (a) Except with respect to the exercise of setoff rights in accordance with Section 9.08 or with respect to a Secured Party’s right to file a proof of claim in an insolvency proceeding, no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee of the Obligations, it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Administrative Agent on behalf of the Secured Parties in accordance with the 105 terms thereof. In its capacity, the Administrative Agent is a “representative” of the Secured Parties within the meaning of the term “secured party” as defined in the UCC. In the event that any Collateral is hereafter pledged by any Person as collateral security for the Obligations, the Administrative Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver on behalf of the Secured Parties any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Administrative Agent on behalf of the Secured Parties. The Lenders hereby authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral (i) as described in Section 9.02(d); (ii) as permitted by, but only in accordance with, the terms of the applicable Loan Document; or (iii) if approved, authorized or ratified in writing by the Required Lenders, unless such release is required to be approved by all of the Lenders hereunder. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant hereto. Upon any sale or transfer to any Person that is not a Loan Party of assets constituting Collateral which is permitted pursuant to the terms of any Loan Document, or consented to in writing by the Required Lenders or all of the Lenders, as applicable, and upon at least five (5) Business Days’ prior written request by the Borrower Company to the Administrative Agent, the Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Administrative Agent for the benefit of the Secured Parties herein or pursuant hereto upon the Collateral that was sold or transferred; provided thatprovided, however, that (i) the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s reasonable opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Secured Obligations or any Liens upon (or obligations of the Loan Parties Company or any Subsidiary in respect of) all interests retained by the Company or any Loan PartySubsidiary, including (without limitation) the proceeds of the sale, all of which shall continue to constitute part of the Collateral. Any execution and delivery by the Administrative Agent of documents in connection with any such release shall be without recourse to or warranty by the Administrative Agent.
Appears in 1 contract
Collateral Matters. (a) Except with respect to the exercise of setoff rights in accordance with Section 9.08 or with respect to a Secured Party’s right to file a proof of claim in an insolvency proceeding, no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee of the Obligations, it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Administrative Agent on behalf of the Secured Parties in accordance with the terms thereof. In its capacity, the Administrative Agent is a “representative” of the Secured Parties within the meaning of the term “secured party” as defined in the UCC. In the event that any Collateral is hereafter pledged by any Person as collateral security for the Obligations, the Administrative Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver on behalf of the Secured Parties any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Administrative Agent authorized on behalf of the Secured Parties, without the necessity of any notice to or further consent from the Secured Parties, from time to time, to take any actions with respect to any Collateral or Security Instruments which may be necessary to perfect and maintain Acceptable Security Interests in and Liens upon the Collateral granted pursuant to the Security Instruments. The Administrative Agent is further authorized on behalf of the Secured Parties, without the necessity of any notice to or further consent from the Secured Parties, from time to time, to take any action (other than enforcement actions requiring the consent of, or request by, the Required Lenders as set forth in Section 7.02 or Section 7.03 above) in exigent circumstances as may be reasonably necessary to preserve any rights or privileges of the Secured Parties under the Loan Documents or applicable law. By accepting the benefit of the Liens granted pursuant to the Security Instruments, each Secured Party not party hereto hereby authorize agrees to the terms of this paragraph (a). (b) Each Secured Party irrevocably authorizes Administrative Agent, at its option and in its discretion, Agent to release any Lien granted to or held by the Administrative Agent upon any Collateral Collateral: (i) upon termination of the Commitments, termination or expiration of all Letters of Credit (other than Letters of Credit as described to which other arrangements satisfactory to the Administrative Agent and the Issuing Lender have been made), termination of all Hedge Contracts with Swap Counterparties that are secured by the Liens on the Collateral (other than Hedge Contracts with any Swap Counterparty with respect to which other arrangements satisfactory to the Swap Counterparty and the Borrower have been made; provided that, unless a Swap Counterparty notifies the Administrative Agent in Section 9.02(dwriting at least 2 Business Days prior to the expected termination of the Commitments that such arrangements have not been made, then solely for purposes of this clause (b), it shall be deemed that such satisfactory arrangements have been made), and payment in full of all Obligations (other than Obligations arising under Hedge Contracts with any Swap Counterparty with respect to which other arrangements satisfactory to the Swap Counterparty and the Borrower have been made; provided that, unless a Swap Counterparty notifies the Administrative Agent in writing at least 2 Business Days prior to the expected termination of the Commitments that such arrangements have not been made, then solely for purposes of this clause (b), it shall be deemed that such satisfactory arrangements have been made); (ii) constituting Property sold or to be sold or otherwise disposed of as part of or in connection with any disposition permitted byunder this Agreement or the other Loan Documents; (iii) constituting Property in which the Borrower or any Subsidiary owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting Property leased to the Borrower or any Subsidiary under a lease which has expired or has been terminated in a transaction permitted under this Agreement or is about to expire and which has not been, but only in accordance withand is not intended by the Borrower or such Subsidiary to be, the terms of the applicable Loan Documentrenewed or extended; or (iiiv) if approved, authorized or ratified in writing by the applicable Required Lenders or all the Lenders, unless such release is as the case may be, as required to be approved by all of the Lenders hereunderSection 9.01. Upon the request by of the Administrative Agent at any time, the Lenders Secured Parties will confirm in writing the Administrative Agent’s 's authority to release particular types or items of Collateral pursuant heretoto this Section 8.08. Upon any sale or transfer 76 By accepting the benefit of the Liens granted pursuant to any Person that is the Security Instruments, each Secured Party not a Loan Party of assets constituting Collateral which is permitted pursuant party hereto hereby agrees to the terms of any Loan Document, or consented to in writing by the Required Lenders or all of the Lenders, as applicable, and upon at least five this paragraph (5) Business Days’ prior written request by the Borrower to the Administrative Agent, the Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Administrative Agent for the benefit of the Secured Parties herein or pursuant hereto upon the Collateral that was sold or transferred; provided that, (i) the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s reasonable opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Loan Parties in respect of) all interests retained by any Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. Any execution and delivery by the Administrative Agent of documents in connection with any such release shall be without recourse to or warranty by the Administrative Agentb).
Appears in 1 contract
Collateral Matters. Each Lender (a) Except with respect to and by accepting the exercise benefits of setoff rights in accordance with Section 9.08 or with respect to a the Collateral, each other Secured Party’s right ) authorizes and directs Administrative Agent to file a proof enter into the other Loan Documents for the benefit of claim in an insolvency proceeding, no Lenders (and such other Secured Parties). Each Secured Party shall have hereby agrees that, except as otherwise set forth herein, any right individually to realize upon any of the Collateral or to enforce any Guarantee of the Obligations, it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely action taken by the Administrative Agent on behalf of the Secured Parties Required Lenders in accordance with the terms thereof. In its capacityprovisions of this Agreement or the other Loan Documents, and the Administrative Agent is a “representative” exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all Secured Parties within the meaning of the term “secured party” as defined in the UCCParties. In the event that any Collateral is hereafter pledged by any Person as collateral security for the Obligations, the Administrative Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver authorized on behalf of all Secured Parties, without the necessity of any notice to or further consent from any Secured Party to take any action with respect to any Collateral or Loan Documents which may be necessary to perfect and maintain perfected Liens upon the Collateral granted pursuant to this Agreement and the other Loan Documents. The Secured Parties any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Administrative Agent on behalf of the Secured Parties. The Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon under any Collateral Document (i) as described upon termination of the Commitments and payment in Section 9.02(dfull of all Loans and all other obligations of the Company hereunder and the expiration or termination of all Letters of Credit (other than contingent indemnification obligations which are not threatened or pending); (ii) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted by, but only in accordance with, the terms of the applicable Loan Documenthereunder; or (iii) subject to Section 15.1, if approved, authorized or ratified in writing by the Required Lenders, unless such release is required to be approved by all of the Lenders hereunder. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release release, or subordinate its interest in, particular types or items of Collateral pursuant heretoto this Section 14.11. Upon At no time shall any sale or transfer to any Person Secured Party that is not a Loan Party of assets constituting Collateral which is permitted pursuant to the terms of any Loan Document, or consented to in writing by the Required Lenders or all of the Lenders, as applicable, and upon at least five (5) Business Days’ prior written request by the Borrower to the Administrative Agent, the Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary or a Lender hereunder have a right to evidence the release of the Liens granted to the Administrative Agent for the benefit of the Secured Parties herein or pursuant hereto upon the Collateral that was sold or transferred; provided that, (i) the Administrative Agent shall not be required to execute vote on any such document on terms which, in the Administrative Agent’s reasonable opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Loan Parties in respect of) all interests retained by any Loan Partymatters hereunder, including the proceeds full release of the sale, all of which shall continue to constitute part of Liens on the Collateral. Any execution and delivery by the Administrative Agent of documents in connection with any such release shall be without recourse to or warranty by the Administrative Agent.
Appears in 1 contract
Collateral Matters. (a) Except with respect Each Lender authorizes and directs Administrative Agent to enter into the exercise of setoff rights in accordance with Section 9.08 or with respect to a Secured Party’s right to file a proof of claim in an insolvency proceeding, no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee of the Obligations, it being understood and agreed that all powers, rights and remedies under the other Loan Documents may be exercised solely for the benefit of Lenders. Each Lender hereby agrees that, except as otherwise set forth herein, any action taken by the Administrative Agent on behalf of the Secured Parties Required Lenders in accordance with the terms thereof. In its capacityprovisions of this Agreement or the other Loan Documents, and the Administrative Agent is a “representative” exercise by the Required Lenders of the Secured Parties within the meaning of the term “secured party” powers set forth herein or therein, together with such other powers as defined in the UCCare reasonably incidental thereto, shall be authorized and binding upon all Lenders. In the event that any Collateral is hereafter pledged by any Person as collateral security for the Obligations, the Administrative Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver authorized on behalf of all Lenders, without the Secured Parties necessity of any notice to or further consent from any Lender to take any action with respect to any Collateral or Loan Documents which may be necessary or appropriate to grant perfect and perfect a Lien on such maintain perfected the Liens upon the Collateral in favor of granted pursuant to this Agreement and the Administrative Agent on behalf of the Secured Partiesother Loan Documents. The Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its discretion, (a) to release any Lien granted to or held by the Administrative Collateral Agent upon under any Collateral Document (i) as described upon termination of the Commitments and payment in Section 9.02(d)full of all Loans and all other obligations of Borrower hereunder and the expiration or termination of all Letters of Credit; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted by, but only in accordance with, hereunder (including the terms release of the applicable Loan Documentany Guarantor); or (iii) subject to Section 15.1, if approved, authorized or ratified in writing by the Required Lenders, unless ; or (b) to subordinate its interest in any Collateral to any holder of a Lien on such release Collateral which is required to be approved permitted by all of Section 11.2(d)(i) or (d)(iii) (it being understood that Administrative Agent may conclusively rely on a certificate from Borrower in determining whether the Lenders hereunderDebt secured by any such Lien is permitted by Section 11.1(b)). Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Collateral Agent’s authority to release release, or subordinate its interest in, particular types or items of Collateral pursuant heretoto this Section 14.11. Upon any sale or transfer to any Person that is not a Loan Party of assets constituting Collateral which is permitted pursuant to the terms of any Loan Document, or consented to in writing by the Required Lenders or all of the Lenders, as applicable, and upon at least five (5) Business Days’ prior written request by the Borrower to the Administrative Agent, the Administrative Agent shall (and is Each Lender hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Administrative Agent for the benefit of the Secured Parties herein or pursuant hereto upon the Collateral that was sold or transferred; provided that, (i) the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s reasonable opinion, would expose the authorizes Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Loan Parties in respect of) all interests retained by any Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. Any execution and delivery by the Administrative Agent of documents give blockage notices in connection with any Subordinated Debt at the direction of Required Lenders and agrees that it will not act unilaterally to deliver such release shall be without recourse to or warranty by the Administrative Agentnotices.
Appears in 1 contract
Collateral Matters. (a) Except Each Lender authorizes and directs the Collateral Agent to enter into (x) the Security Documents, the ABL/Term Loan Intercreditor Agreement, and any Other Intercreditor Agreement for the benefit of the Lenders and the other Secured Parties, and (y) any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to the Security Documents, the ABL/Term Loan Intercreditor Agreement, and any Other Intercreditor Agreement in connection with the incurrence by any Loan Party of Indebtedness pursuant to Section 8.01(c) or Permitted Incremental Equivalent Debt, as applicable, or to permit such Indebtedness to be secured by a valid, perfected lien (with such priority as may be designated by the Borrower or relevant Subsidiary, to the extent such priority is permitted by Section 8.01(b) or (c) or Permitted Incremental Equivalent Debt, as applicable). Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents which may be necessary to perfect and maintain perfected the exercise security interest in and liens upon the Collateral granted pursuant to the Security Documents and in the case of setoff rights the ABL/Term Loan Intercreditor Agreement, any Other Intercreditor Agreement or any other Intercreditor Agreement to take all actions (and execute all documents) required or deemed advisable by it in accordance with Section 9.08 the terms thereof. Notwithstanding anything contained in this Agreement or with respect to a any Collateral or Security Documents, the Borrower, the Administrative Agent, the Collateral Agent and each Secured Party’s right to file a proof of claim in an insolvency proceeding, Party hereby agree that (i) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee of the ObligationsGuarantee, it being understood and agreed that all powers, rights and remedies hereunder and under any of the Loan Documents may be exercised solely by the Administrative Agent on behalf or Collateral Agent, as applicable, for the benefit of the Secured Parties in accordance with the terms hereof and thereof and all powers, rights and remedies under the Collateral and Security Documents may be exercised solely by Collateral Agent for the benefit of the Secured Parties in accordance with the terms thereof. In its capacity, the Administrative Agent is a “representative” of the Secured Parties within the meaning of the term “secured party” as defined in the UCC. In the event that any Collateral is hereafter pledged by any Person as collateral security for the Obligations, the Administrative Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver on behalf of the Secured Parties any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Administrative Agent on behalf of the Secured Parties. The Lenders hereby authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral (i) as described in Section 9.02(d); (ii) as permitted by, but only in accordance with, the terms of the applicable Loan Document; or (iii) if approved, authorized or ratified in writing by the Required Lenders, unless such release is required to be approved by all of the Lenders hereunder. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant hereto. Upon any sale or transfer to any Person that is not a Loan Party of assets constituting Collateral which is permitted pursuant to the terms of any Loan Document, or consented to in writing by the Required Lenders or all of the Lenders, as applicable, and upon at least five (5) Business Days’ prior written request by the Borrower to the Administrative Agent, the Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Administrative Agent for the benefit of the Secured Parties herein or pursuant hereto upon the Collateral that was sold or transferred; provided that, (i) the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s reasonable opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) in the event of a foreclosure or similar enforcement action by Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition (including, without limitation, pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or otherwise of the Bankruptcy Code), Collateral Agent (or any Lender, except with respect to a “credit bid” pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or otherwise of the Bankruptcy Code,) may be the purchaser or licensor of any or all of such release Collateral at any such sale or other disposition and Collateral Agent, as agent for and representative of Secured Parties (but not any Lender or Lenders in its or their respective individual capacities) shall not in be entitled, upon instructions from the Required Lenders, for the purpose of bidding and making settlement or payment of the purchase price for all or any manner dischargeportion of the Collateral sold at any such sale or disposition, affect or impair to use and apply any of the Obligations or any Liens upon (or obligations as a credit on account of the Loan Parties in respect of) all interests retained purchase price for any collateral payable by Collateral Agent at such sale or other disposition. Notwithstanding the provisions of this Section 11.10, the Collateral Agent shall be authorized, without the consent of any Loan Party, including Lender and without the proceeds requirement that an asset sale consisting of the sale, all of which shall continue transfer or other disposition having occurred, to constitute part of the Collateral. Any execution and delivery release any security interest in any building, structure or improvement located in an area determined by the Administrative Agent of documents in connection with any such release shall be without recourse Federal Emergency Management Agency to or warranty by the Administrative Agenthave special flood hazards.
Appears in 1 contract
Samples: Credit and Guarantee Agreement (Janus International Group, Inc.)
Collateral Matters. (a) Except with respect to the exercise of setoff rights in accordance with Section 9.08 or with respect to a Secured Party’s right to file a proof of claim in an insolvency proceeding, no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee of the Obligations, it being understood Each Lender authorizes and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by directs the Administrative Agent on behalf to enter into the Security Documents for the benefit of the Secured Parties in accordance with the terms thereofLenders. In its capacity, Each Lender authorizes and directs the Administrative Agent is a “representative” of to make such changes to the Secured Parties within the meaning of the term “secured party” form Acknowledgment Agreement attached hereto as defined in the UCC. In the event that any Collateral is hereafter pledged by any Person Exhibit A as collateral security for the Obligations, the Administrative Agent is hereby authorizeddeems necessary in order to obtain any Acknowledgment Agreement from any customer, landlord, warehouseman, filler, packer or processor of any Obligor. Each Lender also authorizes and hereby granted a power of attorney, to execute and deliver on behalf of the Secured Parties any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of directs the Administrative Agent to review and approve all agreements regarding the Lockboxes and the Lockbox Accounts (including the Lockbox Accounts Agreements) on behalf of the Secured Parties. The Lenders hereby authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by such terms as the Administrative Agent upon deems necessary. Each Lender hereby agrees, and each holder of any Collateral (i) as described in Section 9.02(d); (ii) as permitted by, but only in accordance with, the terms of the applicable Loan Document; or (iii) if approved, authorized or ratified in writing Note by the Required Lendersacceptance thereof will be deemed to agree, unless such release is required to be approved by all of the Lenders hereunder. Upon request by the Administrative Agent at that, except as otherwise set forth herein, any time, the Lenders will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant hereto. Upon any sale or transfer to any Person that is not a Loan Party of assets constituting Collateral which is permitted pursuant to the terms of any Loan Document, or consented to in writing action taken by the Required Lenders or all each of the Lenders, as applicable, in accordance with the provisions of this Credit Agreement or the Security Documents, and upon at least five (5) Business Days’ prior written request the exercise by the Borrower to Required Lenders or each of the Administrative AgentLenders, as applicable, of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Administrative Agent shall (and is hereby irrevocably authorized by on behalf of all of the Lenders to) execute such documents as Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Document which may be necessary or appropriate to evidence perfect and maintain perfected the release of the Liens granted to the Administrative Agent for the benefit of the Secured Parties herein or pursuant hereto security interest in and liens upon the Collateral that was sold or transferred; provided that, (i) granted pursuant to the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s reasonable opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Loan Parties in respect of) all interests retained by any Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. Any execution and delivery by the Administrative Agent of documents in connection with any such release shall be without recourse to or warranty by the Administrative AgentSecurity Documents.
Appears in 1 contract
Samples: Credit Agreement (Industrial Distribution Group Inc)
Collateral Matters. (a) Except with respect to the exercise of setoff rights in accordance with Section 9.08 or with respect to a Secured Party’s right to file a proof of claim in an insolvency proceeding, no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee of the Secured Obligations, it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Administrative Agent on behalf of the Secured Parties in accordance with the terms thereof. In its capacity, the Administrative Agent is a ““ representative” of the Secured Parties within the meaning of the term ““ secured party” as defined in the UCC. In the event that any Collateral is hereafter pledged by any Person as collateral security for the Secured Obligations, the Administrative Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver on behalf of the Secured Parties any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Administrative Agent on behalf of the Secured Parties. (b) In furtherance of the foregoing and not in limitation thereof, no arrangements in respect of Banking Services the obligations under which constitute Banking Services Obligations and no Swap Agreement the obligations under which constitute Swap Agreement Obligations, will create (or be deemed to create) in favor of any Secured Party that is a party thereto any rights in connection with the management or release of any Collateral or of the obligations of any Loan Party under any Loan Document. By accepting the benefits of the Collateral, each Secured Party that is a party to any such arrangement in respect of Banking Services or Swap Agreement, as applicable, shall be deemed to have appointed the Administrative Agent to serve as administrative agent and collateral agent under the Loan Documents and agreed to be bound by the Loan Documents as a Secured Party thereunder, subject to the limitations set forth in this paragraph. (c) The Lenders hereby Secured Parties irrevocably authorize the Administrative Agent, at its option and in its discretion, to release subordinate any Lien on any property granted to or held by the Administrative Agent upon under any Collateral (i) as described in Section 9.02(d); (ii) as permitted by, but only in accordance with, Loan Document to the terms holder of the applicable Loan Document; or (iii) if approved, authorized or ratified in writing by the Required Lenders, unless any Lien on such release is required to be approved by all of the Lenders hereunder. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant hereto. Upon any sale or transfer to any Person property that is not a Loan Party of assets constituting Collateral which is permitted pursuant to the terms of any Loan Document, or consented to in writing by the Required Lenders or all of the Lenders, as applicable, and upon at least five (5) Business Days’ prior written request by the Borrower to the Administrative Agent, the Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Administrative Agent for the benefit of the Secured Parties herein or pursuant hereto upon the Collateral that was sold or transferred; provided that, (i) the Section 6.02(a). The Administrative Agent shall not be required responsible for or have a duty to execute ascertain or inquire into any such document on terms whichrepresentation or warranty regarding the existence, in value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s reasonable opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations Lien thereon or any Liens upon (or obligations of the Loan Parties in respect of) all interests retained certificate prepared by any Loan PartyParty in connection therewith, including the proceeds of the sale, all of which nor shall continue to constitute part of the Collateral. Any execution and delivery by the Administrative Agent of documents in connection with any such release shall be without recourse to or warranty by the Administrative Agent.94
Appears in 1 contract
Collateral Matters. (a) Except Each Lender hereby irrevocably (subject to Section 6.9) appoints, designates and authorizes Administrative Agent to take such action on its behalf and on behalf of any other Financing Party under the provisions of this Agreement and each other Operative Agreement and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Operative Agreement, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Operative Agreement, Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein and in any other Security Document to which it is a party, nor shall Administrative Agent have or be deemed to have any fiduciary relationship with any Financing Party or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Operative Agreement or otherwise exist against Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Agreement with reference to Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Without limiting the generality of Section 6.8, each Lender hereby acknowledges and agrees that the Administrative Agent is acting as a collateral agent for itself and the Financing Parties under the Security Documents (other than the Pledge Agreement); and each Lender hereby authorizes the Administrative Agent to carry out all those obligations and the Administrative Agent shall be entitled to all the rights and benefits of the collateral agent described in the Security Documents to which it is a party. In addition, each Lender acknowledges that the Administrative Agent shall enter into the Intercreditor Agreement and may enter into amendments hereto from time to time; each Lender authorizes the Administrative Agent to enter into the Intercreditor Agreement and amendments thereto on its behalf and agrees to be bound thereby. Administrative Agent shall have all of the benefits and immunities (i) provided to Administrative Agent in this Section 6 with respect to the exercise of setoff rights Operative Agreements and the transactions contemplated therein, including without limitations any acts taken or omissions suffered by Administrative Agent in accordance connection with or contemplated by such documents or transactions as fully as if the term “Administrative Agent” as used in this Section 9.08 or 6 included Administrative Agent with respect to a Secured Party’s right to file a proof of claim in an insolvency proceedingsuch documents, no Secured Party shall have any right individually to realize upon any of the Collateral transactions, acts or to enforce any Guarantee of the Obligations, it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Administrative Agent on behalf of the Secured Parties in accordance with the terms thereof. In its capacity, the Administrative Agent is a “representative” of the Secured Parties within the meaning of the term “secured party” as defined in the UCC. In the event that any Collateral is hereafter pledged by any Person as collateral security for the Obligations, the Administrative Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver on behalf of the Secured Parties any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Administrative Agent on behalf of the Secured Parties. The Lenders hereby authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral (i) as described in Section 9.02(d); (ii) as permitted by, but only in accordance with, the terms of the applicable Loan Document; or (iii) if approved, authorized or ratified in writing by the Required Lenders, unless such release is required to be approved by all of the Lenders hereunder. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant hereto. Upon any sale or transfer to any Person that is not a Loan Party of assets constituting Collateral which is permitted pursuant to the terms of any Loan Document, or consented to in writing by the Required Lenders or all of the Lenders, as applicable, and upon at least five (5) Business Days’ prior written request by the Borrower to the Administrative Agent, the Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Administrative Agent for the benefit of the Secured Parties herein or pursuant hereto upon the Collateral that was sold or transferred; provided that, (i) the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s reasonable opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warrantyomissions, and (ii) such release shall not as additionally provided in any manner discharge, affect or impair this Agreement and the Obligations or any Liens upon (or obligations of the Loan Parties in other Operative Agreements with respect of) all interests retained by any Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. Any execution and delivery by the Administrative Agent of documents in connection with any such release shall be without recourse to or warranty by the Administrative Agent.
Appears in 1 contract
Samples: Credit Agreement (Tech Data Corp)
Collateral Matters. (a) Except with respect Each Lender authorizes and directs Administrative Agent to enter into the exercise of setoff rights in accordance with Section 9.08 or with respect to a Secured Party’s right to file a proof of claim in an insolvency proceeding, no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee of the Obligations, it being understood and agreed that all powers, rights and remedies under the other Loan Documents may be exercised solely for the benefit of Lenders. Each Lender hereby agrees that, except as otherwise set forth herein, any action taken by the Administrative Agent on behalf of the Secured Parties Required Lenders in accordance with the terms thereof. In its capacityprovisions of this Agreement or the other Loan Documents, and the Administrative Agent is a “representative” exercise by the Required Lenders of the Secured Parties within the meaning of the term “secured party” powers set forth herein or therein, together with such other powers as defined in the UCCare reasonably incidental thereto, shall be authorized and binding upon all Lenders. In the event that any Collateral is hereafter pledged by any Person as collateral security for the Obligations, the Administrative Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver authorized on behalf of all Lenders, without the Secured Parties necessity of any notice to or further consent from any Lender to take any action with respect to any Collateral or Loan Documents which may be necessary or appropriate to grant perfect and perfect a Lien on such maintain perfected Liens upon the Collateral in favor of granted pursuant to this Agreement and the Administrative Agent on behalf of the Secured Partiesother Loan Documents. The Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon under any Collateral Document (i) as described upon termination of the Commitments and payment in Section 9.02(dfull of all Loans and all other obligations of the Company hereunder and the expiration or termination of all Letters of Credit (other than contingent indemnification obligations which are not threatened or pending); (ii) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted by, but only in accordance with, hereunder (including the terms release of the applicable Loan Documentany guarantor); or (iii) subject to Section 15.1, if approved, authorized or ratified in writing by the Required Lenders, unless such release is required to be approved by all of the Lenders hereunder. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release release, or subordinate its interest in, particular types or items of Collateral pursuant hereto. Upon any sale or transfer to any Person that is not a Loan Party of assets constituting Collateral which is permitted collateral pursuant to the terms of any Loan Document, or consented to in writing by the Required Lenders or all of the Lenders, as applicable, and upon at least five (5) Business Days’ prior written request by the Borrower to the Administrative Agent, the Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Administrative Agent for the benefit of the Secured Parties herein or pursuant hereto upon the Collateral that was sold or transferred; provided that, (i) the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s reasonable opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Loan Parties in respect of) all interests retained by any Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. Any execution and delivery by the Administrative Agent of documents in connection with any such release shall be without recourse to or warranty by the Administrative Agentthis Section 14.11.
Appears in 1 contract
Samples: Credit Agreement (Morgan Stanley Direct Lending Fund)
Collateral Matters. (a) Except with respect to the exercise of setoff rights in accordance with Section 9.08 or with respect to a Secured Party’s right to file a proof of claim in an insolvency proceeding, no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee of the Obligations, it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Administrative Agent on behalf of the Secured Parties in accordance with the terms thereof. In its capacity, the Administrative Agent is a “representative” of the Secured Parties within the meaning of the term “secured party” as defined in the UCC. In the event that any Collateral is hereafter pledged by any Person as collateral security for the Obligations, the Administrative Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver on behalf of the Secured Parties any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Administrative Agent on behalf of the Secured Parties. The Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its sole discretion, to release any Lien granted to or held by the Administrative Agent Agent's Liens upon any Collateral (i) as described upon the termination of the Commitments and payment and satisfaction in Section 9.02(d)full by Borrowers of all Loans and reimbursement obligations in respect of Letters of Credit and Credit Support, and the termination of all outstanding Letters of Credit (whether or not any of such obligations are due) and all other Obligations; (ii) as permitted byconstituting property being sold or disposed of if the Borrowers certify to the Administrative Agent that the sale or disposition is made in compliance with SECTION 7.9 (and the Administrative Agent may rely conclusively on any such certificate, but only without further inquiry); (iii) constituting property in accordance with, which the terms of Borrowers owned no interest at the applicable Loan Documenttime the Lien was granted or at any time thereafter; or (iiiiv) if approvedconstituting property leased to the Borrowers under a lease which has expired or been terminated in a transaction permitted under this Agreement. Except as provided above, authorized the Administrative Agent will not release any of the Administrative Agent's Liens without the prior written authorization of the Lenders; PROVIDED that the Administrative Agent may, in its discretion, release the Administrative Agent's Liens on Collateral valued in the aggregate not in excess of $500,000, or ratified in writing by the Required LendersForeign Currency Equivalent thereof, unless such release is required to be approved by all during each Fiscal Year without the prior written authorization of the Lenders hereunderand the Administrative Agent may release the Administrative Agent's Liens on Collateral valued in the aggregate not in excess of $1,000,000, or the Foreign Currency Equivalent thereof, during each Fiscal Year with the prior written authorization of Required Lenders. Upon request by the Administrative Agent or the Borrowers at any time, the Lenders will confirm in writing the Administrative Agent’s 's authority to release any Administrative Agent's Liens upon particular types or items of Collateral pursuant hereto. Upon any sale or transfer to any Person that is not a Loan Party of assets constituting Collateral which is permitted pursuant to the terms of any Loan Document, or consented to in writing by the Required Lenders or all of the Lenders, as applicable, and upon at least five (5) Business Days’ prior written request by the Borrower to the Administrative Agent, the Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Administrative Agent for the benefit of the Secured Parties herein or pursuant hereto upon the Collateral that was sold or transferred; provided that, (i) the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s reasonable opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Loan Parties in respect of) all interests retained by any Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. Any execution and delivery by the Administrative Agent of documents in connection with any such release shall be without recourse to or warranty by the Administrative Agentthis SECTION 12.11.
Appears in 1 contract
Collateral Matters. (a) Except with respect Each Lender authorizes and directs Administrative Agent to enter into the exercise of setoff rights in accordance with Section 9.08 or with respect to a Secured Party’s right to file a proof of claim in an insolvency proceeding, no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee of the Obligations, it being understood and agreed that all powers, rights and remedies under the other Loan Documents may be exercised solely for the benefit of Lenders. Each Lender hereby agrees that, except as otherwise set forth in this Agreement, any action taken by the Administrative Agent on behalf of the Secured Parties or Required Lenders in accordance with the terms thereof. In its capacityprovisions of this Agreement or the other Loan Documents, and the exercise by Administrative Agent is a “representative” or Required Lenders of the Secured Parties within the meaning of the term “secured party” powers set forth in this Agreement or therein, together with all other powers as defined in the UCCare reasonably incidental thereto, will be authorized by, and binding upon, all Lenders. In the event that any Collateral is hereafter pledged by any Person as collateral security for the Obligations, the Administrative Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver authorized on behalf of all Lenders, without the Secured Parties necessity of any notice to or further consent from any Lender to take any action with respect to any Collateral or Loan Documents which may be necessary or appropriate to grant perfect and perfect a Lien on such maintain perfected the Liens upon the Collateral in favor of granted pursuant to this Agreement and the Administrative Agent on behalf of the Secured Partiesother Loan Documents. The Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its discretion, to do any and all of the following: (a) to release any Lien granted to or held by the Administrative Agent upon under any Collateral Document (i) as described upon Payment in Section 9.02(d)Full; (ii) upon property sold or to be sold or disposed of as part of or in connection with any disposition permitted by, but only under this Agreement (including the release of any Guarantor in accordance with, the terms of the applicable Loan Documentconnection with any such disposition); or (iii) subject to Section 15.1, if approved, authorized or ratified approved in writing by the Required Lenders, unless ; or (b) to subordinate its interest in any Collateral to any holder of a Lien on that Collateral which is permitted by Section 11.2(d)(i) or 11.2(d)(iii) (it being understood that Administrative Agent may conclusively rely on a certificate from Borrower in determining whether the Debt secured by any such release Lien is required to be approved permitted by all of the Lenders hereunderSection 11.1(b)). Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release release, or subordinate its interest in, particular types or items of Collateral pursuant hereto. Upon any sale or transfer to any Person that is not a Loan Party of assets constituting Collateral which is permitted pursuant to the terms of any Loan Document, or consented to in writing by the Required Lenders or all of the Lenders, as applicable, and upon at least five (5) Business Days’ prior written request by the Borrower to the Administrative Agent, the Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Administrative Agent for the benefit of the Secured Parties herein or pursuant hereto upon the Collateral that was sold or transferred; provided that, (i) the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s reasonable opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Loan Parties in respect of) all interests retained by any Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. Any execution and delivery by the Administrative Agent of documents in connection with any such release shall be without recourse to or warranty by the Administrative Agentthis Section 14.11.
Appears in 1 contract
Samples: Credit Agreement (American Virtual Cloud Technologies, Inc.)
Collateral Matters. (a) Except with respect to the exercise of setoff rights in accordance with Section 9.08 or with respect to a Secured Party’s right to file a proof of claim in an insolvency proceeding, no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee of the Secured Obligations, it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Administrative Agent on behalf of the Secured Parties in accordance with the terms thereof. In its capacity, the Administrative Agent is a “representative” of the Secured Parties within the meaning of the term “secured party” as defined in the UCC. In the event that any Collateral is hereafter pledged by any Person as collateral security for the Secured Obligations, the Administrative Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver on behalf of the Secured Parties any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Administrative Agent on behalf of the Secured Parties. The Lenders hereby authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral (i) as described in Section 9.02(d); (ii) as permitted by, but only in accordance with, the terms of the applicable Loan Document; or (iii) if approved, authorized or ratified in writing by the Required Lenders, unless such release is required to be approved by all of the Lenders hereunder. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant hereto. Upon any sale or transfer to any Person that is not a Loan Party of 109 assets constituting Collateral which is permitted pursuant to the terms of any Loan Document, or consented to in writing by the Required Lenders or all of the Lenders, as applicable, and upon at least five (5) Business Days’ prior written request by the Borrower to the Administrative Agent, the Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Administrative Agent for the benefit of the Secured Parties herein or pursuant hereto upon the Collateral that was sold or transferred; provided thatprovided, however, that (i) the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s reasonable opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Secured Obligations or any Liens upon (or obligations of the Loan Parties in respect of) all interests retained by any Loan Party, including (without limitation) the proceeds of the sale, all of which shall continue to constitute part of the Collateral. Any execution and delivery by the Administrative Agent of documents in connection with any such release shall be without recourse to or warranty by the Administrative Agent.
Appears in 1 contract
Collateral Matters. (a) SECTION 8.07. Except with respect to the exercise of setoff rights in accordance with with(a) Section 9.08 or with respect to a Secured Party’s right to file a proof of claim in an insolvency proceeding, no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee of the Secured Obligations, it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Administrative Agent on behalf of the Secured Parties in accordance with the terms thereof. In its capacity, the Administrative Agent is a “representative” of the Secured Parties within the meaning of the term “secured party” as defined in the UCC. In the event that any Collateral is hereafter pledged by any Person as collateral security for the Secured Obligations, the Administrative Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver on behalf of the Secured Parties any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Administrative Agent on behalf of the Secured Parties. In furtherance of the foregoing and not in limitation thereof, no(b) arrangements in respect of Banking Services the obligations under which constitute Secured Obligations and no Swap Agreement the obligations under which constitute Secured Obligations, will create (or be deemed to create) in favor of any Secured Party that is a party thereto any rights in connection with the management or release of any Collateral or of the obligations of any Loan Party under any Loan Document. By accepting the benefits of the Collateral, each Secured Party that is a party to any such arrangement in respect of Banking Services or Swap Agreement, as applicable, shall be deemed to have appointed the Administrative Agent to serve as administrative agent and collateral agent under the Loan Documents and agreed to be bound by the Loan Documents as a Secured Party thereunder, subject to the limitations set forth in this paragraph. The Lenders hereby Secured Parties irrevocably authorize the Administrative Agent, at its its(c) option and in its discretion, to release subordinate any Lien on any property granted to or held by the Administrative Agent upon under any Collateral (i) as described in Section 9.02(d); (ii) as permitted by, but only in accordance with, Loan Document to the terms holder of the applicable Loan Document; or (iii) if approved, authorized or ratified in writing by the Required Lenders, unless any Lien on such release is required to be approved by all of the Lenders hereunder. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant hereto. Upon any sale or transfer to any Person property that is not a Loan Party of assets constituting Collateral which is permitted pursuant to the terms of any Loan Document, or consented to in writing by the Required Lenders or all of the Lenders, as applicable, and upon at least five (5) Business Days’ prior written request by the Borrower to the Administrative Agent, the Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Administrative Agent for the benefit of the Secured Parties herein or pursuant hereto upon the Collateral that was sold or transferred; provided that, (i) the Section 6.02(b). The Administrative Agent shall not be required responsible for or have a duty to execute ascertain or inquire into any such document on terms whichrepresentation or warranty regarding the existence, in value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s reasonable opinionLien thereon or any certificate prepared by any Loan Party in connection therewith, would expose nor shall the Administrative Agent to liability be responsible or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Loan Parties in respect of) all interests retained by any Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. Any execution and delivery by the Administrative Agent of documents in connection with any such release shall be without recourse to or warranty by the Administrative Agent.109
Appears in 1 contract
Samples: Credit Agreement (Potbelly Corp)
Collateral Matters. (a) Except with respect Each Lender authorizes and directs the Agent to enter into the Security Documents for the benefit of the Lenders. Each Lender authorizes and directs the Agent to make such changes to the exercise form Acknowledgment Agreement attached hereto as Exhibit A as the Agent deems necessary in --------- order to obtain any Acknowledgment Agreement from any landlord, warehouseman, filler, packer or processor of setoff rights in accordance with Section 9.08 any Borrower. Each Lender also authorizes and directs the Agent to review and approve all agreements regarding lockboxes and lockbox accounts and blocked accounts (including 91 the related lockbox or with respect to a Secured Party’s right to file a proof blocked account agreements) on such terms as the Agent deems necessary. Each Lender hereby agrees, and each holder of claim in an insolvency proceeding, no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee of the Obligations, it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely Note by the Administrative Agent on behalf of the Secured Parties in accordance with the terms thereof. In its capacityacceptance thereof will be deemed to agree, the Administrative Agent is a “representative” of the Secured Parties within the meaning of the term “secured party” that, except as defined in the UCC. In the event that otherwise set forth herein, any Collateral is hereafter pledged by any Person as collateral security for the Obligations, the Administrative Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver on behalf of the Secured Parties any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Administrative Agent on behalf of the Secured Parties. The Lenders hereby authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral (i) as described in Section 9.02(d); (ii) as permitted by, but only in accordance with, the terms of the applicable Loan Document; or (iii) if approved, authorized or ratified in writing by the Required Lenders, unless such release is required to be approved by all of the Lenders hereunder. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant hereto. Upon any sale or transfer to any Person that is not a Loan Party of assets constituting Collateral which is permitted pursuant to the terms of any Loan Document, or consented to in writing action taken by the Required Lenders or all each of the Lenders, as applicable, in accordance with the provisions of this Credit Agreement or the Security Documents, and upon at least five (5) Business Days’ prior written request the exercise by the Borrower to Required Lenders or each of the Administrative AgentLenders, as applicable, of the Administrative powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Agent shall (and is hereby irrevocably authorized by on behalf of all of the Lenders to) execute such documents as Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Document which may be necessary or appropriate to evidence perfect and maintain perfected the release of the Liens granted to the Administrative Agent for the benefit of the Secured Parties herein or pursuant hereto security interest in and liens upon the Collateral that was sold or transferred; provided that, (i) granted pursuant to the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s reasonable opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Loan Parties in respect of) all interests retained by any Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. Any execution and delivery by the Administrative Agent of documents in connection with any such release shall be without recourse to or warranty by the Administrative AgentSecurity Documents.
Appears in 1 contract
Samples: Credit Agreement (Chiquita Brands International Inc)
Collateral Matters. (a) Except with respect to the exercise of setoff rights in accordance with Section 9.08 or with respect to a Secured Party’s right to file a proof of claim in an insolvency proceeding, no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee of the Obligations, it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Administrative Agent on behalf of the Secured Parties in accordance with the terms thereof. In its capacity, the Administrative Agent is a “representative” of the Secured Parties within the meaning of the term “secured party” as defined in the UCC. In the event that any Collateral is hereafter pledged by any Person as collateral security for the Obligations, the Administrative Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver on behalf of the Secured Parties any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Administrative Agent on behalf of the Secured Parties. The Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its discretion, (a) to release any Lien granted to or held by the Administrative Agent upon under any Collateral Document (i) as described upon termination of the Commitments and payment in Section 9.02(d)full of all Loans and all other obligations of Borrowers hereunder and the expiration or termination of all Letters of Credit; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted by, but only in accordance with, the terms of the applicable Loan Documenthereunder; or (iii) subject to Section 15.1, if approved, authorized or ratified in writing by the Required Lenders; or (b) to subordinate its interest in any Collateral to any holder of a Lien on such Collateral which is permitted by Section 11.2(d)(i) or (d)(ii) (it being understood that the Administrative Agent may conclusively rely on a certificate from Borrower Representative in determining whether the Debt secured by any such Lien is permitted by Section 11.1(b)). The Lenders further irrevocably authorize the Administrative Agent to release any Lien held by the Administrative Agent with respect to certain real property previously owned by Roadrunner (and sold by Roadrunner prior to the Closing Date) located in Vilas County, unless Wisconsin, and the Administrative Agent hereby agrees to deliver such release is required to be approved by all of Borrowers on or promptly following the Lenders hereunderClosing Date. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release release, or subordinate its interest in, particular types or items of Collateral pursuant heretoto this Section 14.11. Upon any sale or transfer to any Person that is not a Loan Party of assets constituting Collateral which is permitted pursuant to the terms of any Loan Document, or consented to in writing by the Required Lenders or all of the Lenders, as applicable, and upon at least five (5) Business Days’ prior written request by the Borrower to the Administrative Agent, the Administrative Agent shall (and is Each Lender hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Administrative Agent for the benefit of the Secured Parties herein or pursuant hereto upon the Collateral that was sold or transferred; provided that, (i) the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s reasonable opinion, would expose authorizes the Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Loan Parties in respect of) all interests retained by any Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. Any execution and delivery by the Administrative Agent of documents give blockage notices in connection with any Subordinated Debt at the direction of Required Lenders and agrees that it will not act unilaterally to deliver such release shall be without recourse to or warranty by the Administrative Agentnotices.
Appears in 1 contract
Samples: Credit Agreement (Roadrunner Transportation Services Holdings, Inc.)
Collateral Matters. (a) Except with respect Each Lender authorizes and directs Administrative Agent to enter into the exercise of setoff rights in accordance with Section 9.08 or with respect to a Secured Party’s right to file a proof of claim in an insolvency proceeding, no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee of the Obligations, it being understood and agreed that all powers, rights and remedies under the other Loan Documents may be exercised solely for the benefit of Lenders. Each Lender hereby agrees that, except as otherwise set forth herein, any action taken by the Administrative Agent on behalf of the Secured Parties Required Lenders in accordance with the terms thereof. In its capacityprovisions of this Agreement or the other Loan Documents, and the Administrative Agent is a “representative” exercise by the Required Lenders of the Secured Parties within the meaning of the term “secured party” powers set forth herein or therein, together with such other powers as defined in the UCCare reasonably incidental thereto, shall be authorized and binding upon all Lenders. In the event that any Collateral is hereafter pledged by any Person as collateral security for the Obligations, the Administrative Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver authorized on behalf of all Lenders, without the Secured Parties necessity of any notice to or further consent from any Lender to take any action with respect to any Collateral or Loan Documents which may be necessary or appropriate to grant perfect and perfect a Lien on such maintain perfected the Liens upon the Collateral in favor of granted pursuant to this Agreement and the Administrative Agent on behalf of the Secured Partiesother Loan Documents. The Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its discretion, (a) to release any Lien granted to or held by the Administrative Agent upon under any Collateral Document (i) as described upon termination of the Commitments and payment in Section 9.02(d)full of all Loans and all other obligations of Borrower hereunder and the expiration or termination of all Letters of Credit; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted by, but only in accordance with, hereunder (including the terms release of the applicable Loan Documentany guarantor); or (iii) subject to Section 15.1, if approved, authorized or ratified in writing by the Required Lenders, unless ; or (b) to subordinate its interest in any Collateral to any holder of a Lien on such release Collateral which is required to be approved permitted by all of Section 11.2(d)(i) or (d)(iii) (it being understood that Administrative Agent may conclusively rely on a certificate from Borrower in determining whether the Lenders hereunderDebt secured by any such Lien is permitted by Section 11.1(b)). Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release release, or subordinate its interest in, particular types or items of Collateral pursuant heretoto this Section 14.11. Upon any sale or transfer to any Person that is not a Loan Party of assets constituting Collateral which is permitted pursuant to the terms of any Loan Document, or consented to in writing by the Required Lenders or all of the Lenders, as applicable, and upon at least five (5) Business Days’ prior written request by the Borrower to the Administrative Agent, the Administrative Agent shall (and is Each Lender hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Administrative Agent for the benefit of the Secured Parties herein or pursuant hereto upon the Collateral that was sold or transferred; provided that, (i) the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s reasonable opinion, would expose the authorizes Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Loan Parties in respect of) all interests retained by any Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. Any execution and delivery by the Administrative Agent of documents give blockage notices in connection with any Subordinated Debt at the direction of Required Lenders and agrees that it will not act unilaterally to deliver such release shall be without recourse to or warranty by the Administrative Agentnotices.
Appears in 1 contract
Samples: Credit Agreement (Infrastructure & Energy Alternatives, Inc.)
Collateral Matters. (a) Except with respect to the exercise of setoff rights in accordance with Section 9.08 or with respect to a Secured Party’s right to file a proof of claim in an insolvency proceeding, no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee of the ObligationsGuaranteed Obligations (as defined in the Guarantee and Security Agreement), it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Administrative Agent and/or the Collateral Agent on behalf of the Secured Parties in accordance with the terms thereof. (b) In its capacityfurtherance of the foregoing and not in limitation thereof, no arrangements in respect of any Hedging Agreement the obligations under which constitute Hedging Agreement Obligations, will create (or be deemed to create) in favor of any Secured Party that is a party thereto any rights in connection with the management or release of any Collateral or of the obligations of any Obligor under any Loan Document. By accepting the benefits of the Collateral, each Secured Party that is a party to any such arrangement in respect of Hedging Agreements shall be deemed to have appointed the Administrative Agent is and Collateral Agent to serve as administrative agent and collateral agent, respectively, under the Loan Documents and agreed to be bound by the Loan Documents as a “representative” of Secured Party thereunder, subject to the Secured Parties within the meaning of the term “secured party” as defined limitations set forth in the UCCthis paragraph. In the event that any Collateral is hereafter pledged by any Person as collateral security for the Obligations, (c) Neither the Administrative Agent is hereby authorizednor the Collateral Agent shall be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, and hereby granted a power of attorney, to execute and deliver on behalf value or collectability of the Secured Parties any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Administrative Agent on behalf of the Secured Parties. The Lenders hereby authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral (i) as described in Section 9.02(d); (ii) as permitted by, but only in accordance withCollateral, the terms existence, priority or perfection of the applicable Loan Document; or (iii) if approved, authorized or ratified in writing by the Required Lenders, unless such release is required to be approved by all of the Lenders hereunder. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release particular types or items of the Collateral pursuant hereto. Upon Agent’s Lien thereon or any sale or transfer to certificate prepared by any Person that is not a Loan Party of assets constituting Collateral which is permitted pursuant to the terms of any Loan DocumentObligor in connection therewith, or consented to in writing by the Required Lenders or all of the Lenders, as applicable, and upon at least five (5) Business Days’ prior written request by the Borrower to the Administrative Agent, nor shall the Administrative Agent shall (and is hereby irrevocably authorized by or the Collateral Agent be responsible or liable to the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Administrative Agent for the benefit of the Secured Parties herein or pursuant hereto upon the Collateral that was sold or transferred; provided that, (i) the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s reasonable opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens upon (other Secured Party for any failure to monitor or obligations of the Loan Parties in respect of) all interests retained by maintain any Loan Party, including the proceeds of the sale, all of which shall continue to constitute part portion of the Collateral. Any execution and delivery by the Administrative Agent of documents in connection with any such release shall be without recourse to or warranty by the Administrative Agent126 00000000.00.
Appears in 1 contract
Samples: Secured Revolving Credit Agreement (Capital Southwest Corp)
Collateral Matters. (a) Except with respect to the exercise of setoff rights in accordance with Section 9.08 or with respect to a Secured Party’s right to file a proof of claim in an insolvency proceeding, no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee of the Obligations, it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Administrative Agent on behalf of the Secured Parties in accordance with the terms thereof. In its capacity, the Administrative Agent is a “representative” of the Secured Parties within the meaning of the term “secured party” as defined in the UCC. In the event that any Collateral is hereafter pledged by any Person as collateral security for the Secured Obligations, the Administrative Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver on behalf of the Secured Parties any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Administrative Agent on behalf of the Secured Parties. The Lenders hereby authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral (i) as described in Section 9.02(d9.02(e); (ii) as permitted by, but only in accordance with, the terms of the applicable Loan Document; or (iii) if approved, authorized or ratified in writing by the Required Lenders, unless such release is required to be approved by all of the Lenders hereunder. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant hereto. Upon any sale or transfer to any Person that is not a Loan Party of assets constituting Collateral which is permitted pursuant to the terms of any Loan Document, or consented to in writing by the Required Lenders or all of the Lenders, as applicable, and upon at least five (5) Business Days’ prior written request by the Borrower Holdings to the Administrative Agent, the Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Administrative Agent for the benefit of the Secured Parties herein or pursuant hereto upon the Collateral that was sold or transferred; provided thatprovided, however, that (i) the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s reasonable opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner 103 discharge, affect or impair the Secured Obligations or any Liens upon (or obligations of the Loan Parties Holdings or any Subsidiary in respect of) all interests retained by Holdings or any Loan PartySubsidiary, including (without limitation) the proceeds of the sale, all of which shall continue to constitute part of the Collateral. Any execution and delivery by the Administrative Agent of documents in connection with any such release shall be without recourse to or warranty by the Administrative Agent.
Appears in 1 contract
Collateral Matters. (a) Except Each Secured Party authorizes and directs the Agent to enter into the Guaranty and the Pledge Agreement, and any other Security Documents. The Agent is hereby authorized on behalf of each Secured Party, without the necessity of any notice to or further consent from any Secured Party, from time to time prior to an Event of Default, to take any action with respect to any Collateral, the exercise of setoff rights in accordance with Section 9.08 Notes, or with respect to a Secured Party’s right to file a proof of claim in an insolvency proceeding, no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee of the Obligations, it being understood and agreed other Security Documents that all powers, rights and remedies under the Loan Documents may be exercised solely by the Administrative Agent on behalf of the Secured Parties in accordance with the terms thereof. In its capacity, the Administrative Agent is a “representative” of the Secured Parties within the meaning of the term “secured party” as defined in the UCC. In the event that any Collateral is hereafter pledged by any Person as collateral security for the Obligations, the Administrative Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver on behalf of the Secured Parties any Loan Documents necessary or appropriate to grant perfect and perfect a Lien on such maintain perfected the security interest in and liens upon the Collateral in favor granted pursuant to any of the Administrative Agent on behalf of the foregoing documents. Secured Parties. The Lenders Parties hereby authorize the Administrative Agent, at its his option and in its his discretion, to release any Lien lien granted to or held by the Administrative Agent upon any Collateral (i) as described in Section 9.02(d); (ii) as permitted by, but only in accordance with, the terms upon termination of the applicable Loan Document; or (iii) if approved, authorized or ratified Secured Obligations and payment in writing by the Required Lenders, unless such release is required to be approved by cash and satisfaction of all of the Lenders hereunderobligations at any time arising under or in respect of this Agreement, the Notes, the other Security Documents, or the transactions contemplated hereby or thereby. Upon request by the Administrative Agent at any time, the Lenders Secured Parties will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant heretoto this Section 9(i). Upon any sale or and transfer to any Person that is not a Loan Party of assets constituting Collateral which is expressly permitted pursuant to the terms of any Loan Documentthis Agreement, or consented to in writing by the Required Lenders or all of the LendersSecured Parties, as applicable, and upon at least five (5) Business Daysbusiness days’ prior written request by the Borrower to the Administrative Agentany Debtor, the Administrative Agent shall (and is hereby irrevocably authorized by the Lenders Secured Parties to) execute such documents as may be necessary to evidence the release of the Liens liens granted to the Administrative Agent for the benefit of the Secured Parties herein or pursuant hereto upon the Collateral that was sold or transferred; provided thatprovided, that (i) the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s reasonable opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens liens without recourse or warranty, warranty and (ii) such release shall not in any manner discharge, affect or impair the Secured Obligations or any Liens liens upon (or obligations of the Loan Parties in respect of) all interests retained by any Loan PartyDebtor, including (without limitation) the proceeds of the sale, all of which shall continue to constitute part of the Collateral. Any execution and delivery In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, the Agent shall be authorized to deduct all of the expenses reasonably incurred by the Administrative Agent from the proceeds of documents in connection with any such release sale, transfer or foreclosure. The Agent shall be without recourse have no obligation whatsoever to Secured Parties or warranty to any other person to assure that the Collateral exists or is owned by any Debtor or is cared for, protected or insured or that the Administrative liens granted to the Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Agent in this Section 9(i) or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Agent may act in any manner he may deem appropriate, in his sole discretion, given the Agent’s own interest in the Collateral as one of Secured Parties and that the Agent shall have no duty or liability whatsoever to Secured Parties, except for his gross negligence or willful misconduct.
Appears in 1 contract
Collateral Matters. (a) Except Each Lender authorizes and directs the Collateral Agent to enter into (x) the Security Documents, the ABL/Term Loan Intercreditor Agreement, and any Other Intercreditor Agreement for the benefit of the Lenders and the other Secured Parties, and (y) any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to the Security Documents, the ABL/Term Loan Intercreditor Agreement, and any Other Intercreditor Agreement in connection with the incurrence by any Loan Party of Indebtedness pursuant to Section 8.01(c) or Permitted Incremental Equivalent Debt, as applicable, or to permit such Indebtedness to be secured by a valid, perfected lien (with such priority as may be designated by the Borrower or relevant Subsidiary, to the extent such priority is permitted by Section 8.01(b) or (c) or Permitted Incremental Equivalent Debt, as applicable). Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents which may be necessary to perfect and maintain perfected the exercise security interest in and liens upon the Collateral granted pursuant to the Security Documents and in the case of setoff rights the ABL/Term Loan Intercreditor Agreement, any Other Intercreditor Agreement or any other Intercreditor Agreement to take all actions (and execute all documents) required or deemed advisable by it in accordance with Section 9.08 the terms thereof. Notwithstanding anything contained in this Agreement or with respect to a any Collateral or Security Documents, the Borrower, the Administrative Agent, the Collateral Agent and each Secured Party’s right to file a proof of claim in an insolvency proceeding, Party hereby agree that (i) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee of the ObligationsGuarantee, it being understood and agreed that all powers, rights and remedies hereunder and under any of the Loan Documents may be exercised solely by the Administrative Agent on behalf or Collateral Agent, as applicable, for the benefit of the Secured Parties in accordance with the terms hereof and thereof and all powers, rights and remedies under the Collateral and Security Documents may be exercised solely by Collateral Agent for the benefit of the Secured Parties in accordance with the terms thereof. In its capacity, the Administrative Agent is a “representative” of the Secured Parties within the meaning of the term “secured party” as defined in the UCC. In the event that any Collateral is hereafter pledged by any Person as collateral security for the Obligations, the Administrative Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver on behalf of the Secured Parties any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Administrative Agent on behalf of the Secured Parties. The Lenders hereby authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral (i) as described in Section 9.02(d); (ii) as permitted by, but only in accordance with, the terms of the applicable Loan Document; or (iii) if approved, authorized or ratified in writing by the Required Lenders, unless such release is required to be approved by all of the Lenders hereunder. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant hereto. Upon any sale or transfer to any Person that is not a Loan Party of assets constituting Collateral which is permitted pursuant to the terms of any Loan Document, or consented to in writing by the Required Lenders or all of the Lenders, as applicable, and upon at least five (5) Business Days’ prior written request by the Borrower to the Administrative Agent, the Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Administrative Agent for the benefit of the Secured Parties herein or pursuant hereto upon the Collateral that was sold or transferred; provided that, (i) the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s reasonable opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) in the event of a foreclosure or similar enforcement action by Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition (including, without limitation, pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or otherwise of the Bankruptcy Code), Collateral Agent (or any Lender, except with respect to a “credit bid” pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or otherwise of the Bankruptcy Code,) may be the purchaser or licensor of any or all of such release Collateral at any such sale or other disposition and Collateral Agent, as agent for and representative of Secured Parties (but not any Lender or Lenders in its or their respective individual capacities) shall not in be entitled, upon instructions from the Required Lenders, for the purpose of bidding and making settlement or payment of the purchase price for all or any manner dischargeportion of the Collateral sold at any such sale or disposition, affect or impair to use and apply any of the Obligations or any Liens upon (or obligations as a credit on account of the Loan Parties in respect of) all interests retained purchase price for any collateral payable by any Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. Any execution and delivery by the Administrative Collateral Agent of documents in connection with any at such release shall be without recourse to sale or warranty by the Administrative Agentother disposition.
Appears in 1 contract
Samples: Abl Credit and Guarantee Agreement (Janus International Group, Inc.)
Collateral Matters. (a) Except with respect Each Lender authorizes and directs the Agent to enter into the Security Documents for the benefit of the Lenders. Each Lender authorizes and directs the Agent to make such changes to the exercise form Acknowledgment Agreement attached hereto as EXHIBIT A as the Agent deems necessary in order to obtain any Acknowledgment Agreement from any landlord, warehouseman, filler, packer or processor of setoff rights in accordance with Section 9.08 any Credit Party. Each Lender also authorizes and directs the Agent to review and approve all Lockbox/Deposit Account Control Agreements regarding the Lockboxes and the Lockbox Accounts, Third-Party Accounts, the Cash Concentration Account and all other deposit or with respect to a Secured Party’s right to file a proof other accounts on such terms as the Agent deems necessary. Each Lender hereby agrees, and each holder of claim in an insolvency proceeding, no Secured Party shall have any right individually to realize upon Loans and any of the Collateral or to enforce any Guarantee of the Obligations, it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely Note by the Administrative Agent on behalf of the Secured Parties in accordance with the terms thereof. In its capacityacceptance thereof will be deemed to agree, the Administrative Agent is a “representative” of the Secured Parties within the meaning of the term “secured party” that, except as defined in the UCC. In the event that otherwise set forth herein, any Collateral is hereafter pledged by any Person as collateral security for the Obligations, the Administrative Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver on behalf of the Secured Parties any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Administrative Agent on behalf of the Secured Parties. The Lenders hereby authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral (i) as described in Section 9.02(d); (ii) as permitted by, but only in accordance with, the terms of the applicable Loan Document; or (iii) if approved, authorized or ratified in writing by the Required Lenders, unless such release is required to be approved by all of the Lenders hereunder. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant hereto. Upon any sale or transfer to any Person that is not a Loan Party of assets constituting Collateral which is permitted pursuant to the terms of any Loan Document, or consented to in writing action taken by the Required Lenders or all each of the Lenders, as applicable, in accordance with the provisions of this Credit Agreement or the Security Documents, and upon at least five (5) Business Days’ prior written request the exercise by the Borrower to Required Lenders or each of the Administrative AgentLenders, as applicable, of the Administrative powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Agent shall (and is hereby irrevocably authorized by on behalf of all of the Lenders to) execute such documents as Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Document which may be necessary or appropriate to evidence perfect and maintain perfected the release of the Liens granted to the Administrative Agent for the benefit of the Secured Parties herein or pursuant hereto security interest in and liens upon the Collateral that was sold or transferred; provided that, (i) granted pursuant to the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s reasonable opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Loan Parties in respect of) all interests retained by any Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the CollateralSecurity Documents. Any execution and delivery by the Administrative Agent of documents in connection with any such release shall be without recourse to or warranty by the Administrative Agent.115
Appears in 1 contract
Collateral Matters. (a) Except Each Lender authorizes and directs each of the Agents to enter into the Security Documents for the benefit of the Lenders. Each Lender authorizes and directs the Administrative Agent to make such changes to the form of Acknowledgment Agreement attached hereto as Exhibit A as it deems necessary from time to time in order to obtain any Acknowledgment Agreement from any landlord, warehouseman, filler, packer, processor, mortgagee or any other party who has an interest in any real property where Collateral is located with respect to the exercise of setoff rights in accordance with Section 9.08 or with respect to a Secured any Credit Party’s right to file a proof of claim in an insolvency proceeding, no Secured Party shall have any right individually to realize upon any . Each Lender also authorizes and directs each of the Collateral or Agents to enforce review and approve all agreements regarding the lockboxes and the lockbox accounts (including the Lockbox Agreements) on such terms as the Agents deem necessary. Each Lender hereby agrees, and each holder of any Guarantee of the Obligations, it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely Note by the Administrative Agent on behalf of the Secured Parties in accordance with the terms thereof. In its capacityacceptance thereof will be deemed to agree, the Administrative Agent is a “representative” of the Secured Parties within the meaning of the term “secured party” that, except as defined in the UCC. In the event that otherwise set forth herein, any Collateral is hereafter pledged by any Person as collateral security for the Obligations, the Administrative Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver on behalf of the Secured Parties any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Administrative Agent on behalf of the Secured Parties. The Lenders hereby authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral (i) as described in Section 9.02(d); (ii) as permitted by, but only in accordance with, the terms of the applicable Loan Document; or (iii) if approved, authorized or ratified in writing by the Required Lenders, unless such release is required to be approved by all of the Lenders hereunder. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant hereto. Upon any sale or transfer to any Person that is not a Loan Party of assets constituting Collateral which is permitted pursuant to the terms of any Loan Document, or consented to in writing action taken by the Required Lenders or all each of the Lenders, as applicable, in 116 accordance with the provisions of this Credit Agreement or the Security Documents, and upon at least five (5) Business Days’ prior written request the exercise by the Borrower to Required Lenders or each of the Lenders, as applicable, of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Administrative Agent and, with the prior approval of the Administrative Agent, the Administrative Agent shall (and Canadian Agent, is hereby irrevocably authorized by on behalf of all of the Lenders to) execute such documents as Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Document which may be necessary or appropriate to evidence perfect and maintain perfected the release of the Liens granted to the Administrative Agent for the benefit of the Secured Parties herein or pursuant hereto security interest in and liens upon the Collateral that was sold or transferred; provided that, (i) granted pursuant to the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s reasonable opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Loan Parties in respect of) all interests retained by any Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. Any execution and delivery by the Administrative Agent of documents in connection with any such release shall be without recourse to or warranty by the Administrative AgentSecurity Documents.
Appears in 1 contract
Collateral Matters. (a) Except with respect to the exercise of setoff rights in accordance with Section 9.08 or with respect to a Secured Party’s right to file a proof of claim in an insolvency proceeding, no Secured Each Lender Party shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee of the Obligations, it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Administrative Agent on behalf of the Secured Parties in accordance with the terms thereof. In its capacity, the Administrative Agent is a “representative” of the Secured Parties within the meaning of the term “secured party” as defined in the UCC. In the event that any Collateral is hereafter pledged by any Person as collateral security for the Obligations, the Administrative Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver on behalf of the Secured Parties any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Administrative Agent on behalf of the Secured Parties. The Lenders hereby authorize irrevocably authorizes the Administrative Agent, at its option and in its discretion, (a) to release any Lien on any property granted to or held by the Administrative Agent upon under any Collateral Document (i) upon termination of the Commitments and payment in full of all Loans and all other obligations of the Borrowers hereunder (other than contingent indemnification obligations not yet due and payable and as described in Section 9.02(dto which no claim has been made), the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements reasonably satisfactory to the Administrative Agent and the applicable Issuing Lender shall have been made) and the termination of all Qualified Hedging Agreement (other than Qualified Hedging Agreements as to which other arrangements satisfactory to the applicable Lender Party shall have been made); (ii) which is sold or to be sold or disposed of as part of or in connection with any disposition permitted by, but only in accordance with, the terms of the applicable Loan Document; hereunder 109 or (iii) subject to Section 15.1, if approved, authorized or ratified in writing by the Required Lenders; (b) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Collateral Document to the holder of any Lien on such property which is permitted by Section 10.8(c), unless (d), (k) (with respect to Capital Leases), (l), (m), (q) or (r); or (c) to release any Subsidiary from its obligations under the applicable Subsidiary Guaranty if such release is required entity ceases to be approved by all a Subsidiary as a result of the Lenders a transaction permitted hereunder. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Subsidiary from its obligations under the Subsidiary Guaranty, pursuant to this Section 14.10. Any release of Collateral pursuant heretoor Guarantors effected in the manner permitted by this Agreement shall not require the consent of holders of obligations under any Qualified Hedging Agreement or Cash Management Obligations. Upon No Lender Party to whom Cash Management Obligations or Hedging Obligations are owed that obtain the benefits of Section 12.3 or any sale Loan Document by virtue of the provisions hereof or transfer thereof shall have any right to notice of any action or to consent to, direct or object to any Person that is not action hereunder or under any other Loan Document or otherwise in respect of the collateral (or to notice of or to consent to any amendment, waiver or modification of the provisions hereof or of any other Loan Document) other than in such Lender Party’s capacity as a Loan Party of assets constituting Collateral which is permitted pursuant Lender and, in such case, only to the terms of any Loan Document, or consented to in writing by the Required Lenders or all of the Lenders, as applicable, and upon at least five (5) Business Days’ prior written request by the Borrower to the Administrative Agent, the Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Administrative Agent for the benefit of the Secured Parties herein or pursuant hereto upon the Collateral that was sold or transferred; extent expressly provided that, (i) the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s reasonable opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Loan Parties in respect of) all interests retained by any Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. Any execution and delivery by the Administrative Agent of documents in connection with any such release shall be without recourse to or warranty by the Administrative AgentDocuments.
Appears in 1 contract
Samples: Security Agreement (Middleby Corp)
Collateral Matters. (a) Except with respect to the exercise of setoff rights in accordance with Section 9.08 or with respect to a Secured Party’s right to file a proof of claim in an insolvency proceeding, no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee of the Obligations, it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Administrative Agent on behalf of the Secured Parties in accordance with the terms thereof. In its capacity, the Administrative Agent is a “representative” of the Secured Parties within the meaning of the term “secured party” as defined in the UCC. In the event that any Collateral is hereafter pledged by any Person as collateral security for the Obligations, the Administrative Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver on behalf of the Secured Parties any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Administrative Agent on behalf of the Secured Parties. The Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its discretion, (a) to release any Lien granted to or held by the Administrative Agent upon under this Agreement and any Collateral other Financing Agreement (i) as described if all Liabilities are indefeasibly paid in Section 9.02(d)full in cash; (ii) constituting property sold or to be sold or disposed of, financed or refinanced, as part of or in connection with any sale, disposition, financing or refinancing which is expressly permitted by, but only in accordance with, by this Agreement or the terms of the applicable Term Loan DocumentAgreement at any time; or (iii) subject to Section 13.1, if approved, authorized or ratified in writing by the Required Lenders, unless ; or (b) to subordinate its interest in any Collateral to any holder of a Lien on such release Collateral which is required to be approved expressly permitted by all of the Lenders hereunderthis Agreement at any time. Upon request by the Administrative Agent at any time, the Lenders will promptly confirm in writing the Administrative Agent’s authority to release release, or subordinate its interest in, particular types or items of Collateral pursuant heretoto this Section 13.10. Upon Administrative Agent and each Lender hereby appoint each other Lender as agent for the purpose of perfecting Administrative Agent’s security interest in assets and Collateral which, in accordance with the Uniform Commercial Code in any sale applicable jurisdiction, can be perfected by possession or control. Should any Lender (other than Administrative Agent) obtain possession or control of any such assets or Collateral, such Lender shall promptly notify Administrative Agent thereof in writing, and, promptly upon Administrative Agent’s written request therefor, shall deliver such assets or Collateral to Administrative Agent or in accordance with Administrative Agent’s instructions or transfer control to Administrative Agent in accordance with Administrative Agent’s instructions. Each Lender agrees that, except as otherwise expressly provided herein, it will not have any Person that is not a Loan Party of assets constituting right individually to enforce or seek to enforce this Agreement or any Financing Agreement or to realize upon any Collateral which is permitted pursuant to for the terms of any Loan Document, or consented to Liabilities unless instructed in writing to do so by the Required Lenders or all of the Lenders, as applicable, and upon at least five (5) Business Days’ prior written request by the Borrower to the Administrative Agent, the Administrative Agent shall (it being understood and is hereby irrevocably authorized by the Lenders to) execute agreed that such documents as rights and remedies may be necessary to evidence the release of the Liens granted to the Administrative Agent for the benefit of the Secured Parties herein or pursuant hereto upon the Collateral that was sold or transferred; provided that, (i) the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s reasonable opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Loan Parties in respect of) all interests retained exercised only by any Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. Any execution and delivery by the Administrative Agent of documents in connection with any such release shall be without recourse to or warranty by the Administrative Agent.
Appears in 1 contract
Samples: Revolving Loan and Security Agreement (Advocat Inc)
Collateral Matters. Each of the Lenders (aincluding in its capacities as a potential Cash Management Bank, a potential Hedge Bank and a potential LOC Bank), the L/C Issuers and the Swing Line Lender hereby (A) Except with respect consents to the exercise of setoff rights in accordance with Section 9.08 or with respect to a Secured Party’s right to file a proof of claim in an insolvency proceeding, no Secured Party shall have any right individually to realize upon any terms of the Collateral or to enforce any Guarantee of the ObligationsIntercreditor Agreement, it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by (B) authorizes the Administrative Agent to enter into the Intercreditor Agreement on behalf of the Secured Parties in accordance with the terms thereof. In its capacity, the Administrative Agent is a “representative” of the Secured Parties within the meaning of the term “secured party” as defined in the UCC. In the event that any Collateral is hereafter pledged by any Person as collateral security for the Obligations, the Administrative Agent is hereby authorizedBank Creditors, and hereby granted a power of attorney, (C) authorizes the Collateral Agent to execute and deliver enter into the Intercreditor Agreement on behalf of the Secured Parties any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor Creditors. Without limiting the provisions of Section 9.09, the Administrative Agent, each of the Administrative Agent on behalf of Lenders (including in its capacities as a potential Cash Management Bank, a potential Hedge Bank and a potential LOC Bank), the Secured Parties. The Lenders hereby L/C Issuers and the Swing Line Lender irrevocably authorize the Administrative Collateral Agent, at its option and in its discretion, : to release any Pledged Interest and any Lien on any property granted to or held by the Administrative Collateral Agent upon under any Collateral Loan Document (i) as described in Section 9.02(d); upon the occurrence of the Facility Termination Date subject to the Intercreditor Agreement, (ii) that is sold or to be sold or otherwise disposed of as part of or in connection with any sale or disposition permitted by, but only in accordance with, the terms of the applicable hereunder or under any other Loan Document; , or (iii) subject to Section 10.01, if approved, authorized or ratified in writing by the Required LendersLenders subject to the Intercreditor Agreement; and to acknowledge in writing, unless such release is required in form and substance satisfactory to be approved the Collateral Agent, the priority of any Lien granted under any indemnity agreement or surety agreement in favor of a surety providing a bond to the Company and/or its Subsidiaries as permitted by all clause (c) of the Lenders hereunderdefinition of “Customary Permitted Lien”. Upon request by the Administrative Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative Collateral Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant hereto. Upon any sale or transfer to any Person that is not a Loan Party of assets constituting Collateral which is permitted property pursuant to the terms of any Loan Document, or consented to in writing by the Required Lenders or all of the Lenders, as applicable, and upon at least five (5) Business Days’ prior written request by the Borrower to the Administrative Agent, the Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Administrative Agent for the benefit of the Secured Parties herein or pursuant hereto upon the this Section 9.10. 134 90295627_3 The Collateral that was sold or transferred; provided that, (i) the Administrative Agent shall not be required responsible for or have a duty to execute ascertain or inquire into any such document on terms whichrepresentation or warranty regarding the existence, in value or collectability of the Administrative Collateral, the existence, priority or perfection of the Collateral Agent’s reasonable opinionLien thereon, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Loan Parties in respect of) all interests retained certificate prepared by any Loan PartyParty in connection therewith, including nor shall the proceeds of Collateral Agent be responsible or liable to the sale, all of which shall continue Lenders for any failure to constitute part monitor or maintain any portion of the Collateral. Any execution and delivery by the Administrative Agent of documents in connection with any such release shall be without recourse to or warranty by the Administrative Agent.
Appears in 1 contract
Samples: Revolving Credit Agreement (Chicago Bridge & Iron Co N V)
Collateral Matters. (a) Except with respect to the exercise of setoff rights in accordance with Section 9.08 or with respect to a Secured Credit Party’s right to file a proof of claim in an insolvency proceeding, no Secured Credit Party shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee of the Obligations, it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Administrative Agent on behalf of the Secured Credit Parties in accordance with the terms thereof. (b) In its capacityfurtherance of the foregoing and not in limitation thereof, no arrangements in respect of Banking Services the obligations under which constitute secured Banking Services Obligations and no Hedging Agreement the obligations under which constitute Secured Hedging Obligations, will create (or be deemed to create) in favor of any Credit Party that is a party thereto any rights in connection with the management or release of any Collateral or of the obligations of any Loan Party under any Loan Document. By accepting the benefits of the Collateral, each Credit Party that is a party to any such arrangement in respect of Banking Services or a Hedging Agreement, as applicable, shall be deemed to have appointed the Administrative Agent is a “representative” of to serve as administrative agent and collateral agent under the Secured Parties within the meaning of the term “secured party” as defined in the UCC. In the event that any Collateral is hereafter pledged by any Person as collateral security for the Obligations, the Administrative Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver on behalf of the Secured Parties any Loan Documents necessary or appropriate and agreed to grant and perfect be bound by the Loan Documents as a Lien on such Collateral Credit Party thereunder, subject to the limitations set forth in favor of the Administrative Agent on behalf of the Secured Partiesthis paragraph. (c) The Lenders hereby Credit Parties irrevocably authorize the Administrative Agent, at its option and in its discretion, to release subordinate any Lien on any property granted to or held by the Administrative Agent upon under any Collateral (i) as described in Section 9.02(d); (ii) as permitted by, but only in accordance with, Loan Document to the terms holder of the applicable Loan Document; or (iii) if approved, authorized or ratified in writing by the Required Lenders, unless any Lien on such release is required to be approved by all of the Lenders hereunder. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant hereto. Upon any sale or transfer to any Person property that is not a Loan Party of assets constituting Collateral which is permitted pursuant to the terms of any Loan Document, or consented to in writing by the Required Lenders or all of the Lenders, as applicable, and upon at least five (5) Business Days’ prior written request by the Borrower to the Administrative Agent, the Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Administrative Agent for the benefit of the Secured Parties herein or pursuant hereto upon the Collateral that was sold or transferred; provided that, (i) the Section 7.03(b)(ii). The Administrative Agent shall not be required responsible for or have a duty to execute ascertain or inquire into any such document on terms whichrepresentation or warranty regarding the existence, in value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s reasonable opinionLien thereon or any certificate prepared by any Loan Party in connection therewith, would expose nor shall the Administrative Agent be responsible or liable to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations Lenders or any Liens upon (other Credit Party for any failure to monitor or obligations of the Loan Parties in respect of) all interests retained by maintain any Loan Party, including the proceeds of the sale, all of which shall continue to constitute part portion of the Collateral. Any execution and delivery by the Administrative Agent of documents in connection with any such release shall be without recourse to or warranty by the Administrative Agent.Section 11.09
Appears in 1 contract
Collateral Matters. (a) Except with respect Anything contained in any of the Credit Documents to the exercise contrary notwithstanding, the Borrower, the Administrative Agent, the Agent-Related Persons, the Lenders and the Letter of setoff rights in accordance with Section 9.08 or with respect to a Secured Party’s right to file a proof of claim in an insolvency proceeding, Credit Issuing Banks hereby agree that (i) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Security Agreement or any Guarantee of the Obligationsother Security Document, it being understood and agreed that all powers, rights and remedies under any of the Loan Security Documents may be exercised solely by the Administrative Agent, the Collateral Agent on behalf or the Sub-Collateral Agent, as applicable, for the benefit of the Secured Parties in accordance with the terms thereof and all powers, rights and remedies under the Security Documents may be exercised solely by the Collateral Agent or Sub-Collateral Agent for the benefit of the Secured Parties in accordance with the terms thereof. In its capacity, the Administrative Agent is a “representative” of the Secured Parties within the meaning of the term “secured party” as defined and (ii) in the UCC. In the event that any Collateral is hereafter pledged of a foreclosure or similar enforcement action by any Person as collateral security for the Obligations, the Administrative Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver on behalf of the Secured Parties any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Administrative Agent on behalf of the Secured Parties. The Lenders hereby authorize the Administrative Agent, at its option and in its discretion, to release Collateral Agent (or the Sub-Collateral Agent) on any Lien granted to or held by the Administrative Agent upon any Collateral (i) as described in Section 9.02(d); (ii) as permitted by, but only in accordance with, the terms of the applicable Loan Document; Collateral pursuant to a public or private sale or other disposition (iiiincluding, without limitation, pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) if approved, authorized or ratified in writing by the Required Lenders, unless such release is required to be approved by all otherwise of the Lenders hereunder. Upon request by the Administrative Agent at any timeBankruptcy Code), the Lenders will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant hereto. Upon any sale or transfer to any Person that is not a Loan Party of assets constituting Collateral which is permitted pursuant to the terms of any Loan Document, or consented to in writing by the Required Lenders or all of the Lenders, as applicable, and upon at least five (5) Business Days’ prior written request by the Borrower to the Administrative Agent, the Administrative Collateral Agent shall or the Sub-Collateral Agent (and is hereby irrevocably authorized by or any Lender, except with respect to a “credit bid” pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or otherwise of the Lenders toBankruptcy Code) execute such documents as may be necessary to evidence the release purchaser or licensor of the Liens granted to any or all of such Collateral at any such sale or other disposition and the Administrative Agent, the Collateral Agent or the Sub-Collateral Agent as agent for the benefit and representative of the Secured Parties herein (but not any Lender or pursuant hereto Lenders in its or their respective individual capacities) shall be entitled, upon instructions from the Required Lenders, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral that was sold or transferred; provided that, (i) the Administrative Agent shall not be required to execute at any such document on terms whichsale or disposition, in the Administrative Agent’s reasonable opinion, would expose the Administrative Agent to liability or create use and apply any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations as a credit on account of the Loan Parties in respect of) all interests retained by purchase price for any Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. Any execution and delivery by the Administrative Agent of documents in connection with any such release shall be without recourse to or warranty collateral payable by the Administrative Agent, the Collateral Agent or the Sub-Collateral Agent at such sale or other disposition.
Appears in 1 contract
Samples: Uncommitted Credit Agreement (Par Pacific Holdings, Inc.)
