Administration by Administrative Agent. (a) The general administration of the Fundamental Documents and any other documents contemplated by this Credit Agreement shall be by the Administrative Agent or its designees. Except as otherwise expressly provided herein each of the Lenders hereby irrevocably authorizes the Administrative Agent, at its discretion, to take or refrain from taking such actions as Administrative Agent on its behalf and to exercise or refrain from exercising such powers under the Fundamental Documents, the Notes and any other documents contemplated by this Credit Agreement as are expressly delegated by the terms hereof or thereof, as appropriate, together with all powers reasonably incidental thereto. The Administrative Agent shall have no duties or responsibilities except as set forth in the Fundamental Documents. (b) The Lenders hereby authorize the Administrative Agent (in its sole discretion): (i) in connection with the sale or other disposition of any asset included in the Collateral or all of the capital stock of any Guarantor, to the extent undertaken in accordance with the terms of this Credit Agreement, to release a Lien granted to it (for the benefit of the Administrative Agent, the Issuing Bank and the Lenders) on such asset and/or release such Guarantor from its obligations hereunder; (ii) to determine that the cost to the Borrower or another Credit Party is disproportionate to the benefit to be realized by the Administrative Agent, the Issuing Bank and the Lenders by perfecting a Lien in a given asset or group of assets included in the Collateral (other than any item which is to be included in the Borrowing Base) and that the Borrower or other Credit Party should not be required to perfect such Lien in favor of the Administrative Agent for the benefit of itself, the Issuing Bank and the Lenders; (iii) to appoint subagents to be the holder of record of a Lien to be granted to the Administrative Agent for the benefit of itself, the Issuing Bank and the Lenders; (iv) to confirm in writing the right of Quiet Enjoyment of licensees and other parties pursuant to the terms of Section 8.13; (v) in connection with an item of Product being produced by a Credit Party, the principal photography of which is being done outside the United States, to approve arrangements with such Credit Party as shall be satisfactory to the Administrative Agent with respect to the temporary storage of the original negative film, the original sound track materials or other Physical Materials of such item of Product in a production laboratory located outside the United States; (vi) to enter into and perform its obligations under the other Fundamental Documents; (vii) to enter into intercreditor and/or subordination agreements on terms acceptable to the Administrative Agent with (i) the unions and/or the guilds with respect to the security interests in favor of such unions and/or guilds required pursuant to the terms of the collective bargaining agreements and (ii) other Persons holding Liens permitted by Section 6.2(b) and/or Liens set forth on Schedule 6.2; (viii) to accept commitments from Persons which satisfy the definition of "Eligible Assignee" for the remaining $7,000,000 of the Facility not committed to as of the date hereof by (i) obtaining an executed counterpart of this Agreement from each such Person, (ii) amending Schedule 1.1 hereto to add each such Person’s name and Commitment and circulating the amended Schedule 1.1 to the Issuing Bank, the Lenders and the Credit Parties and (iii) recording in the Register (as defined in Section 13.3(e) hereof) the name and address of each such Person and the Commitment of, and principal amount of the Loans owing to, it, whereupon (x) the Borrower shall execute and deliver to the Administrative Agent a Note (substantially in the form of Exhibit A hereto) to the order of each such Person in an amount equal to its Commitment and (y) each such Person shall be a party hereto, have the rights and obligations of a Lender hereunder and under the other Fundamental Documents and shall be bound by the provisions hereof; and (ix) upon the acceptance of additional commitments pursuant to Section 12.1(b)(viii) hereof, to allocate equitably among the Lenders the Alternate Base Rate Loans and Eurodollar Loans so as to achieve pro rata status.
Appears in 1 contract
Administration by Administrative Agent. (a) The general administration of the Fundamental Documents and any other documents contemplated by this Credit Agreement shall be by the Administrative Agent or its designees. Except as otherwise expressly provided herein herein, each of the Lenders and the Issuing Bank hereby irrevocably authorizes the Administrative Agent, at its discretion, to take or refrain from taking such actions as Administrative Agent on its behalf and to exercise or refrain from exercising such powers under the Fundamental Documents, the Notes and any other documents contemplated by this Credit Agreement or any other Fundamental Document as are expressly delegated to the Administrative Agent by the terms hereof or thereof, as appropriate, together with all powers reasonably incidental thereto. The Administrative Agent shall have no duties or responsibilities except as set forth in the Fundamental Documents.
(b) The Lenders and the Issuing Bank hereby authorize the Administrative Agent (in its sole discretion):
(i) in connection with the sale or other disposition of any asset included in the Collateral or all of the capital stock of any GuarantorCollateral, to the extent undertaken in accordance with the terms of this Credit Agreement, to release a Lien granted to it (for the benefit of the Administrative Agent, the Issuing Bank and the LendersLenders ) on such asset and/or release such Guarantor from its obligations hereunderasset;
(ii) to determine that the cost to the Borrower or another Credit a Transaction Party is disproportionate to the benefit to be realized by the Administrative Agent, the Issuing Bank and the Lenders by perfecting a Lien in a given asset or group of assets included in the Collateral collateral under any Fundamental Document (other than any item which in either case is to be included not material in the Borrowing Basevalue or importance) and that the Borrower or other Credit Transaction Party should not be required to perfect such Lien in favor of the Administrative Agent (for the benefit of itself, the Lenders and the Issuing Bank and the Lenders;Bank); and
(iii) to appoint subagents to be the holder of record of a Lien to be granted to the Administrative Agent (for the benefit of itself, the Issuing Bank and the Lenders;
(iv) to confirm in writing the right of Quiet Enjoyment of licensees and other parties pursuant to the terms of Section 8.13;
(v) in connection with an item of Product being produced by a Credit Party, the principal photography of which is being done outside the United States, to approve arrangements with such Credit Party as shall be satisfactory to the Administrative Agent with respect to the temporary storage of the original negative film, the original sound track materials or other Physical Materials of such item of Product in a production laboratory located outside the United States;
(vi) to enter into and perform its obligations under the other Fundamental Documents;
(vii) to enter into intercreditor and/or subordination agreements on terms acceptable to the Administrative Agent with (i) the unions and/or the guilds with respect to the security interests in favor of such unions and/or guilds required pursuant to the terms of the collective bargaining agreements and (ii) other Persons holding Liens permitted by Section 6.2(b) and/or Liens set forth on Schedule 6.2;
(viii) to accept commitments from Persons which satisfy the definition of "Eligible Assignee" for the remaining $7,000,000 of the Facility not committed to as of the date hereof by (i) obtaining an executed counterpart of this Agreement from each such Person, (ii) amending Schedule 1.1 hereto to add each such Person’s name and Commitment and circulating the amended Schedule 1.1 to the Issuing Bank, the Lenders and the Credit Parties and (iiiIssuing Bank) recording in the Register (as defined in Section 13.3(e) hereof) the name and address or to hold on behalf of each such Person and the Commitment of, and principal amount of the Loans owing to, it, whereupon (x) the Borrower shall execute and deliver to the Administrative Agent a Note (substantially in the form of Exhibit A hereto) to the order of each such Person in an amount equal to its Commitment and (y) each such Person shall be a party hereto, have the rights and obligations of a Lender hereunder and under the other Fundamental Documents and shall be bound by the provisions hereof; and
(ix) upon the acceptance of additional commitments pursuant to Section 12.1(b)(viii) hereof, to allocate equitably among the Lenders the Alternate Base Rate Loans and Eurodollar Loans so as to achieve pro rata statuscollateral or instruments relating thereto.
Appears in 1 contract
Sources: Credit, Guaranty, Security and Pledge Agreement (Gci Inc)
Administration by Administrative Agent. (a) The general administration of the Fundamental Documents and any other documents contemplated by this Credit Agreement shall be by the Administrative Agent or its designees. Except as otherwise expressly provided herein each of the Lenders hereby irrevocably authorizes the Administrative Agent, at its discretion, to take or refrain from taking such actions as Administrative Agent on its behalf and to exercise or refrain from exercising such powers under the Fundamental Documents, the Notes and any other documents contemplated by this Credit Agreement as are expressly delegated by the terms hereof or thereof, as appropriate, together with all powers reasonably incidental thereto. The Administrative Agent shall have no duties or responsibilities except as set forth in the Fundamental Documents.
(b) The Lenders hereby authorize the Administrative Agent (in its sole discretion):
(i) in connection with the sale or other disposition of any asset included in the Collateral or all of the capital stock of any Guarantor, to the extent undertaken in accordance with the terms of this Credit Agreement, to release a Lien granted to it (for the benefit of the Administrative Agent, the Issuing Fronting Bank and the Lenders) on such asset and/or release such Guarantor from its obligations hereunder;
(ii) to determine that the cost to the Borrower Borrowers or another Credit Party is disproportionate to the benefit to be realized by the Administrative Agent, the Issuing Fronting Bank and the Lenders by perfecting a Lien in a given asset or group of assets included in the Collateral (other than any item which is to be included in the Borrowing Base) and that the Borrower Borrowers or other Credit Party should not be required to perfect such Lien in favor of the Administrative Agent (for the benefit of itself, the Issuing Bank and the Lenders);
(iii) to appoint subagents or Lenders to be the holder of record of a Lien to be granted to the Administrative Agent (for the benefit of itself, the Issuing Bank and the Lenders) or to hold on behalf of the Administrative Agent such collateral or instruments relating thereto;
(iv) to confirm grant in writing the right of Quiet Enjoyment of to licensees and other parties pursuant to the terms of Section 8.13;
(v) in connection with an item of Product being produced by a Credit Party, the principal photography of which is being done outside the United States, States to approve arrangements with such Credit Party as shall be satisfactory to the Administrative Agent with respect to the temporary storage of the original negative film, the original sound track materials or other Physical Materials of such item of Product Picture in a production laboratory located outside the United States;
(vi) to enter into and perform its obligations under the other Fundamental Documents;
(vii) to enter into intercreditor and/or guild subordination agreements on terms acceptable to the Administrative Agent with (i) the unions and/or the guilds with respect to the security interests in favor of such unions and/or the guilds required pursuant to the terms of the collective bargaining agreements;
(vii) to enter into subordination agreements and (iiin such form as the Administrative Agent may deem appropriate) other Persons holding in connection with transactions permitted under Section 6.1(g) whereby the claims of the Lenders against the Special Purpose Producer which is the borrower in such transaction and/or Liens permitted by Section 6.2(bin favor of the Administrative Agent (for the benefit of the Lenders) in their respective assets may be subordinated to the claims and/or Liens of third party lenders; and
(viii) to enter into subordination agreements in connection with existing Liens set forth on Schedule 6.2;
(viii) to accept commitments from Persons which satisfy 6.2 hereof in substantially the definition of "Eligible Assignee" for same form as previously executed by the remaining $7,000,000 of the Facility not committed to as of the date hereof by (i) obtaining an executed counterpart of this Agreement from each such Person, (ii) amending Schedule 1.1 hereto to add each such Person’s name and Commitment and circulating the amended Schedule 1.1 to the Issuing Bank, the Lenders and the Credit Parties and (iii) recording in the Register (as defined in Section 13.3(e) hereof) the name and address of each such Person and the Commitment of, and principal amount of the Loans owing to, it, whereupon (x) the Borrower shall execute and deliver to the Administrative Agent a Note (substantially in the form of Exhibit A hereto) to the order of each such Person in an amount equal to its Commitment and (y) each such Person shall be a party hereto, have the rights and obligations of a Lender hereunder and agent under the other Fundamental Documents and shall be bound by the provisions hereof; and
(ix) upon the acceptance of additional commitments pursuant to Section 12.1(b)(viii) hereof, to allocate equitably among the Lenders the Alternate Base Rate Loans and Eurodollar Loans so as to achieve pro rata statusBofA Facility.
Appears in 1 contract
Sources: Credit, Security, Guaranty and Pledge Agreement (Trimark Holdings Inc)
Administration by Administrative Agent. (a) The general administration of the Fundamental Documents and any other documents contemplated by this Credit Agreement shall be by the Administrative Agent or its designees. Except as otherwise expressly provided herein herein, each of the Lenders hereby irrevocably authorizes the Administrative Agent, at its discretion, to take or refrain from taking such actions as Administrative Agent on its behalf and to exercise or refrain from exercising such powers under the Fundamental Documents, the Notes and any other documents contemplated by this Credit Agreement or any other Fundamental Document as are expressly delegated to the Administrative Agent by the terms hereof or thereof, as appropriate, together with all powers reasonably incidental thereto. The Administrative Agent shall have no duties or responsibilities except as set forth in the Fundamental Documents.
(b) The Lenders hereby authorize the Administrative Agent (in its sole discretion):
(i) in connection with the sale or other disposition of any asset included in the Collateral or all of the capital stock of any GuarantorCollateral, to the extent undertaken in accordance with the terms of this Credit Agreement, to release a Lien granted to it (for the benefit of the Administrative Agent, the Issuing Bank and the LendersLenders ) on such asset and/or release such Guarantor from its obligations hereunderasset;
(ii) to determine that the cost to the Borrower or another Credit a Transaction Party is disproportionate to the benefit to be realized by the Administrative Agent, the Issuing Bank Agent and the Lenders by perfecting a Lien in a given asset or group of assets included in the Collateral (other than collateral under any item which is to be included in the Borrowing Base) Fundamental Document and that the Borrower or other Credit Transaction Party should not be required to perfect such Lien in favor of the Administrative Agent (for the benefit of itself, the Issuing Bank and the Lenders);
(iii) to appoint subagents to be the holder of record of a Lien to be granted to the Administrative Agent (for the benefit of itself, the Issuing Bank and the Lenders) or to hold on behalf of the Administrative Agent such collateral or instruments relating thereto;
(iv) to confirm grant in writing the right of Quiet Enjoyment of licensees and other parties to licensees, lessees or purchasers pursuant to the terms of Section 8.13;8.12 hereof; and
(v) in connection with an item of Product being produced by a Credit Party, the principal photography of which is being done outside the United States, to approve arrangements with such Credit Party as shall be satisfactory to the Administrative Agent with respect to the temporary storage of the original negative film, the original sound track materials or other Physical Materials of such item of Product in a production laboratory located outside the United States;
(vi) to enter into and perform its obligations under the Intercreditor Agreements and the other Fundamental Documents;
(vii) to enter into intercreditor and/or subordination agreements on terms acceptable to the Administrative Agent with (i) the unions and/or the guilds with respect to the security interests in favor of such unions and/or guilds required pursuant to the terms of the collective bargaining agreements and (ii) other Persons holding Liens permitted by Section 6.2(b) and/or Liens set forth on Schedule 6.2;
(viii) to accept commitments from Persons which satisfy the definition of "Eligible Assignee" for the remaining $7,000,000 of the Facility not committed to as of the date hereof by (i) obtaining an executed counterpart of this Agreement from each such Person, (ii) amending Schedule 1.1 hereto to add each such Person’s name and Commitment and circulating the amended Schedule 1.1 to the Issuing Bank, the Lenders and the Credit Parties and (iii) recording in the Register (as defined in Section 13.3(e) hereof) the name and address of each such Person and the Commitment of, and principal amount of the Loans owing to, it, whereupon (x) the Borrower shall execute and deliver to the Administrative Agent a Note (substantially in the form of Exhibit A hereto) to the order of each such Person in an amount equal to its Commitment and (y) each such Person shall be a party hereto, have the rights and obligations of a Lender hereunder and under the other Fundamental Documents and shall be bound by the provisions hereof; and
(ix) upon the acceptance of additional commitments pursuant to Section 12.1(b)(viii) hereof, to allocate equitably among the Lenders the Alternate Base Rate Loans and Eurodollar Loans so as to achieve pro rata status.
Appears in 1 contract
Sources: Credit and Security Agreement (General Communication Inc)