Collateral and Guarantee Matters. The Lenders irrevocably authorize 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 under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than contingent indemnification obligations), (ii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document, or (iii) if approved, authorized or ratified in writing in accordance with Section 10.01; and (b) to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty if such Person ceases to be a Subsidiary as a result of 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 any Lien or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Subsidiary Guarantor from its obligations under the Guarantee, in each case in accordance with the terms of the Loan Documents and this Section 9.10.
Appears in 3 contracts
Sources: Senior Secured Term Loan Credit Agreement (Pacific Ethanol, Inc.), Senior Secured Term Loan Credit Agreement (Aventine Renewable Energy Holdings Inc), Senior Secured Term Loan Credit Agreement (Aventine Renewable Energy Holdings Inc)
Collateral and Guarantee Matters. The Lenders irrevocably authorize the Administrative Agent, at its option and in its discretion,
(a) to release any Lien on any property granted to or held by The Bank Secured Parties irrevocably authorize and direct the Administrative Agent under any Loan Document (i) upon termination of to execute and deliver the Aggregate Commitments Collateral Agreement and payment in full of all Obligations (other than contingent indemnification obligations), to exercise and enforce its rights and remedies and perform its obligations thereunder and (ii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document, or (iii) if approved, authorized or ratified in writing in accordance with Section 10.01; and
(b) to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty Guarantee Agreement if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunderunder the Loan Documents. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release any Lien or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty Guarantee Agreement pursuant to this Section 9.108.10(a). In each case as specified in this Section 9.10No Bank Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee of the Bank Obligations, it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Administrative Agent will, at (or any sub-agent thereof) on behalf of the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Subsidiary Guarantor from its obligations under the Guarantee, in each case Bank Secured Parties in accordance with the terms thereof
(b) The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Documents and this Section 9.10Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.
Appears in 3 contracts
Sources: Revolving Credit Agreement (Community Choice Financial Inc.), Revolving Credit Agreement (Reliant Software, Inc.), Revolving Credit Agreement (Community Choice Financial Inc.)
Collateral and Guarantee Matters. The Each of the Lenders irrevocably authorize authorizes the Administrative Collateral Agent, at its option and in its discretion,:
(a) to release any Lien on any property granted to or held by the Administrative Agent Collateral under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than contingent contingent, unasserted indemnification obligations) (the occurrence of the events described in this clause (i), the “Discharge of Obligations”), (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder (including, without limitation, in connection with a receivables facility described in clause (k) of the definition of Permitted Indebtedness) or under any other Loan DocumentDocument and, in the case of any Lien on any Real Estate Collateral Property, which sale or other disposition is made in accordance with the requirements of Section 9.21, (iii) in connection with a release permitted by and in accordance with Section 9.21 or (iv) subject to Section 9.08, if approved, authorized or ratified in writing in accordance with Section 10.01by the Required Lenders; and
(b) to release any Subsidiary Guarantor from its obligations under each of the Subsidiary Security Agreement and the Facility Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunderunder the Loan Documents. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Collateral Agent’s authority to release any Lien or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Subsidiary Facility Guaranty pursuant to this Section 9.109.20. In each case as specified in this Section 9.109.20, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such itemSecurity Documents, or to release such Subsidiary Guarantor from its obligations under the GuaranteeFacility Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.109.20. The Collateral Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Collateral Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.
Appears in 3 contracts
Sources: Amendment Agreement (Supervalu Inc), Amendment Agreement (Supervalu Inc), Term Loan Credit Agreement (Supervalu Inc)
Collateral and Guarantee Matters. The Without limiting the provisions of subsection 10.9, each of the Lenders irrevocably authorize 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 under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than contingent indemnification obligations), (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan DocumentDocument to a Person that is not a Loan Party, (iii) that constitutes “Excluded Property” (as such term is defined in the Guarantee and Collateral Agreement) or (iiiiv) if approved, authorized or ratified in writing in accordance with Section 10.01; andsubsection 11.1;
(b) to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty Collateral and Guarantee Agreement if such Person (i) ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunderunder the Loan Documents or (ii) becomes a FSHCO, a Non-Significant Subsidiary or a Broadcast License Subsidiary; and
(c) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by subsection 8.3(h). Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release any Lien or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty Collateral and Guarantee Agreement pursuant to this Section 9.10subsection 10.10. In each case as specified in this Section 9.10subsection 10.10, the Administrative Agent will, at the BorrowerBorrower Agent’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Security Documents or to subordinate its interest in such item, or to release such Subsidiary Guarantor from its obligations under the GuaranteeGuarantee and Collateral Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.10subsection 10.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.
Appears in 2 contracts
Sources: Credit Agreement (Cumulus Media Inc), Credit Agreement (Cumulus Media Inc)
Collateral and Guarantee Matters. The Lenders irrevocably authorize 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 under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than contingent indemnification obligations)obligations not yet accrued and payable) and the expiration or termination of all Letters of Credit, (ii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document, or (iii) subject to Section 10.1, if approved, authorized or ratified in writing in accordance with Section 10.01by the Required Lenders; and
(b) to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty Guarantee and Collateral Agreement if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s 's authority to release any Lien or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty Guarantee and Collateral Agreement pursuant to this Section 9.109.11. In each case as specified in this Section 9.109.11, the Administrative Agent will, at the Borrower’s 's expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such itemSecurity Documents, or to release such Subsidiary Guarantor from its obligations under the GuaranteeGuarantee and Collateral Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.109.11.
Appears in 2 contracts
Sources: Credit Agreement (Perkinelmer Inc), Credit Agreement (Perkinelmer Inc)
Collateral and Guarantee Matters. (a) The Lenders Secured Parties irrevocably authorize and direct the Administrative Agent, at its option and in its discretion,
(ai) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (iA) upon termination of at the Aggregate Commitments and payment in full of all Obligations (other than contingent indemnification obligations)Termination Date, (iiB) that is sold or otherwise Disposed of or to be sold or otherwise Disposed of as part of or in connection with any sale or other Disposition permitted hereunder under the Loan Documents to a Person that is not and is not required to become a Loan Party; provided, however, that any sale or Disposition of all or substantially all of the Collateral or all or substantially all of the value of the Guarantees under any other Loan Documentthe Guarantee Agreement shall be subject to Section 10.2(b), or (iiiC) subject to Section 10.2, if approved, authorized or ratified in writing in accordance with by the Required Lenders;
(ii) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 10.017.2(d); and
(biii) to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty Loan Documents if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunderunder the Loan Documents; provided, however, that the release of all or substantially all of the Collateral or all or substantially all of the value of the Guarantees under the Guarantee Agreement shall be subject to Section 10.2(b). Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release any Lien or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty Loan Documents pursuant to this Section 9.10. In each case as specified Notwithstanding anything contained herein or in this Section 9.10any other Loan Document to the contrary, in no event shall the Administrative Agent willbe obligated to execute or deliver any release, at the Borrower’s expense, execute and deliver to subordination or re-conveyance of Collateral or any Guarantor unless it shall have received a certificate executed by a duly authorized officer of the applicable Loan Party certifying that such documents as such release, subordination or re-conveyance is permitted by this Agreement and the other Loan Documents.
(b) The Administrative Agent shall not be responsible or liable for or have a duty to ascertain or inquire into (i) any representation or warranty regarding the existence, value or collectability of the Collateral, (ii) the existence, continuation or maintenance of the priority or perfection of the Administrative Agent’s Lien on the Collateral, (iv) the acquisition or maintenance of any insurance with respect to the Collateral or otherwise, (v) the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Collateral, or (vi) any certificate prepared by any Loan Party may reasonably request in connection therewith, nor shall the Administrative Agent be responsible or liable to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents Lenders for any failure to monitor or to subordinate its interest in such item, or to release such Subsidiary Guarantor from its obligations under the Guarantee, in each case in accordance with the terms maintain any portion of the Loan Documents and this Section 9.10Collateral.
Appears in 2 contracts
Sources: Credit Agreement (Mynaric AG), Credit Agreement (Mynaric AG)
Collateral and Guarantee Matters. (a) The Term Lenders irrevocably authorize the Administrative Collateral Agent, at its option and in its sole discretion,:
(ai) to release any Lien on any property granted to to, or held by by, the Administrative Collateral Agent under any Loan Document (ix) upon termination of on or after the Aggregate Commitments and payment in full of all date that the Obligations (other than contingent indemnification obligations)indemnity obligations as to which no claim has been made) have been paid in full, (iiy) with respect to any property that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other the Loan Document, Documents or (iii) z), if approved, authorized or ratified in writing in accordance with Section 10.01by the Required Lenders (or such other number of Term Lenders as shall be required hereunder); and
(bii) to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty Loan Documents if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder. under the Loan Documents.
(b) Upon request by the Administrative Collateral Agent at any time, the Required Lenders will confirm in writing writing, the Administrative Collateral Agent’s authority to release any Lien or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty Loan Documents pursuant to this Section 9.10. In each case as specified in this Section 9.108.09.
(c) The Collateral Agent shall not be responsible for, or have a duty to, ascertain or inquire into any representation or warranty regarding the existence, value or collectability of any Collateral, the Administrative existence, priority or perfection of the Collateral Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Collateral Agent will, at the Borrower’s expense, execute and deliver be responsible or liable to the applicable Loan Party such documents as such Loan Party may reasonably request Term Lenders for any failure to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents monitor or to subordinate its interest in such item, or to release such Subsidiary Guarantor from its obligations under the Guarantee, in each case in accordance with the terms maintain any portion of the Loan Documents and this Section 9.10Collateral.
Appears in 2 contracts
Sources: Credit Agreement (TreeHouse Foods, Inc.), Credit Agreement (TreeHouse Foods, Inc.)
Collateral and Guarantee Matters. The Lenders irrevocably authorize the Administrative Agent, at its option and in its discretion,
(a) to release any Lien on any property Collateral granted to or held by the Administrative Agent under any Loan Credit Document (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than contingent indemnification obligations)Obligations, (ii) that is sold or otherwise disposed of to be sold a Person that is not a Loan Party as part of or in connection with any sale or other Disposition permitted hereunder and under the other Credit Document or under any other Loan DocumentCasualty Event, or (iii) if approved, authorized or ratified in writing as approved in accordance with Section 10.0110.1; and
(b) to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty Guarantee if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunderunder the Credit Documents. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release any Lien or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Subsidiary Guarantor from its obligations under the Guarantee, in each case in accordance with pursuant to this Section 11.9. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the terms existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral. In the event that any Collateral shall be attached, garnished or levied upon by any court order, or the delivery thereof shall be stayed or enjoined by an order of a court, or any order, judgment or decree shall be made or entered by any court order affecting the Collateral, the Administrative Agent is hereby expressly authorized, in its sole discretion, to respond as it deems appropriate or to comply with all writs, orders or decrees so entered or issued, or which it is advised by legal counsel of its own choosing is binding upon it, whether with or without jurisdiction. In the event that the Administrative Agent obeys or complies with any such writ, order or decree it shall not be liable to any of the Parties or to any other person, firm or corporation, should, by reason of such compliance notwithstanding, such writ, order or decree be subsequently reversed, modified, annulled, set aside or vacated. The Administrative Agent shall have no obligation to give, execute, deliver, file, record, authorize or obtain any financing statements, notices, instruments, documents, agreements, consents or other papers as shall be necessary to (i) create, preserve, perfect or validate any security interest granted to the Administrative Agent pursuant to the Credit Documents or (ii) enable the Administrative Agent to exercise and this Section 9.10enforce its rights under the Credit Documents with respect to any such pledge and security interest. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.
Appears in 2 contracts
Sources: Credit Agreement (Acutus Medical, Inc.), Credit Agreement (Acutus Medical, Inc.)
Collateral and Guarantee Matters. (a) The Lenders Secured Parties irrevocably authorize the Administrative Agent, at its option and in its discretion,
(ai) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (iA) upon termination of below, at the Aggregate Commitments and payment in full of all Obligations (other than contingent indemnification obligations)Maturity Date, (iiB) that is sold or otherwise Disposed of or to be sold or otherwise Disposed of as part of or in connection with any sale or other Disposition permitted hereunder under the Loan Documents (including all of the Collateral of a Guarantor which is released from its obligations under the Loan Documents pursuant to clause (iii) below); provided, however, any sale or Disposition of all or substantially all of the Collateral or all or substantially all of the value of the Guarantee Obligation under any other Loan Documentthe Guarantee and Collateral Agreement shall be subject to Section 11.1, or (iiiC) subject to Section 11.1, if approved, authorized or ratified in writing in accordance with by the Required Lenders;
(ii) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document the holder of any Lien on such property that is permitted by Section 10.018.3(g); and
(biii) to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty Loan Documents if such Person ceases to be a Subsidiary as a result of the sale of such Guarantor’s equity interests to a transaction non-Affiliate for bona fide business purposes and as permitted hereunderunder the Loan Documents; provided, however, that the release of all or substantially all of the Collateral or all or substantially all of the value of the Guarantee Obligation under the Guarantee Agreement shall be subject to Section 11.1. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release any Lien or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty Loan Documents pursuant to this Section 9.10. In each case as specified 10.10.
(b) The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in this Section 9.10connection therewith, nor shall the Administrative Agent will, at the Borrower’s expense, execute and deliver be responsible or liable to the applicable Loan Party such documents as such Loan Party may reasonably request Lenders for any failure to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents monitor or to subordinate its interest in such item, or to release such Subsidiary Guarantor from its obligations under the Guarantee, in each case in accordance with the terms maintain any portion of the Loan Documents and this Section 9.10Collateral.
Appears in 2 contracts
Sources: Credit Agreement (Lantheus Holdings, Inc.), Credit Agreement (Lantheus Holdings, Inc.)
Collateral and Guarantee Matters. The Lenders and the Issuing Bank irrevocably authorize 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 under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than contingent indemnification obligations)obligations and Hedge Bank Obligations) and the expiration or termination of all Letters of Credit, (ii) that is sold or to be sold as part of or in connection with any sale expressly permitted hereunder or under any other Loan Document, or (iii) if approved, authorized or ratified in writing in accordance with Section 10.01; and;
(b) to release any Subsidiary Guarantor from its obligations guarantee under the Subsidiary Guaranty Guarantee and Collateral Agreement if such Person ceases to be a Subsidiary as a result of a transaction expressly permitted hereunder; and
(c) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.03(f). Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release any Lien or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations guarantee under the Subsidiary Guaranty Guarantee and Collateral Agreement pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest Liens granted under the Collateral Documents or to subordinate its interest in such item, or to release such Subsidiary Guarantor from its obligations guarantee under the GuaranteeGuarantee and Collateral Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.10.
Appears in 2 contracts
Sources: Credit Agreement (NGAS Resources Inc), Credit Agreement (NGAS Resources Inc)
Collateral and Guarantee Matters. The Lenders irrevocably authorize the Administrative Agent, at its option and in its discretion,Agent to:
(a) release (x) any Guarantor from the Guarantee or (y) any Lien on any property granted to release or held by the Administrative Agent under any Loan Document, (i) upon payment in full of all Obligations (other than unmatured, surviving contingent indemnification obligations) and the termination of all Revolving Commitments and the cancellation or expiration of all Letters of Credit (or Cash Collateralization of outstanding Letters of Credit at the Minimum Cash Collateral Amount), (ii) as expressly permitted under the Loan Documents, (iii) in connection with a merger, consolidation, amalgamation or sale of all or substantially all of the assets of a Restricted Subsidiary that is a Guarantor with or to the Borrower in accordance with Section 7.07(b) or (iv) in the case of clause (y), subject to Section 10.01, if approved, authorized or ratified in writing by Lenders having or holding Revolving Exposure and unused Revolving Commitments representing more than 66-2/3% of the aggregate Revolving Exposure and unused Revolving Commitments of all Revolving Lenders (provided that the aggregate amount of Revolving Exposure shall be determined with respect to any Defaulting Lender by disregarding the Revolving Exposure of such Defaulting Lender); and
(b) subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) upon termination to the holder of the Aggregate Commitments and payment in full of all Obligations (other than contingent indemnification obligations), (ii) any Lien on such property that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document, or (iii) if approved, authorized or ratified in writing in accordance with by Section 10.01; and
(b) to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder7.02(j). Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the authority of the Administrative Agent’s authority Agent to release any Lien or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Subsidiary Guarantor from its obligations under the Guarantee, in each case in accordance with the terms of the Loan Documents and this Section 9.10.
Appears in 2 contracts
Sources: Credit Agreement (KKR & Co. Inc.), Credit Agreement (KKR & Co. Inc.)
Collateral and Guarantee Matters. The Without limiting the provision of Section 9.09, each of the Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) and the L/C Issuers irrevocably authorize 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 under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than (A) contingent indemnification obligationsobligations and (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the L/C Issuers shall have been made), (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan DocumentDocument to a Person that is not a Loan Party, or (iii) that constitutes Excluded Property, (iv) if approved, authorized or ratified in writing in accordance with Section 10.01; andor (v) to effect any other transaction permitted by this Agreement;
(b) to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty Collateral Documents if such Person is or becomes an Excluded Subsidiary or ceases to be a Subsidiary as a result of a transaction permitted hereunder. under the Loan Documents; and
(c) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(j) Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release any Lien or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty Collateral Documents pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will, at the BorrowerCompany’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Subsidiary Guarantor from its obligations under the GuaranteeCollateral Documents, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.
Appears in 2 contracts
Sources: Credit Agreement (Arris Group Inc), Credit Agreement (Arris Group Inc)
Collateral and Guarantee Matters. No Secured Party shall have any right individually to realize upon any of the Collateralized L/C Collateral or to enforce any Guarantee, 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. The Lenders irrevocably authorize the Administrative Agent, at its option and in its discretion,Agent to:
(a) release (x) any Guarantor from the Guarantee or (y) any Lien on any property granted to release or held by the Administrative Agent under any Loan Document, (i) upon payment in full of all Obligations (other than unmatured, surviving contingent indemnification obligations) and the termination of all Revolving Commitments and the cancellation or expiration of all Letters of Credit (or Cash Collateralization of outstanding Letters of Credit at the Minimum Cash Collateral Amount), (ii) as expressly permitted under the Loan Documents, (iii) in connection with a merger, consolidation, amalgamation or sale of all or substantially all of the assets of a Restricted Subsidiary that is a Guarantor with or to the Borrower in accordance with Section 7.06(b) or (iv) in the case of clause (y), subject to Section 10.01, if approved, authorized or ratified in writing by Lenders having or holding Revolving Exposure and unused Revolving Commitments representing more than 66-2/3% of the aggregate Revolving Exposure and unused Revolving Commitments of all Revolving Lenders (provided that the aggregate amount of Revolving Exposure shall be determined with respect to any Defaulting Lender by disregarding the Revolving Exposure of such Defaulting Lender); and
(b) subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) upon termination to the holder of the Aggregate Commitments and payment in full of all Obligations (other than contingent indemnification obligations), (ii) any Lien on such property that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document, or (iii) if approved, authorized or ratified in writing in accordance with by Section 10.01; and
(b) to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder7.01(j). Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the authority of the Administrative Agent’s authority Agent to release any Lien or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Subsidiary Guarantor from its obligations under the Guarantee, in each case in accordance with the terms of the Loan Documents and this Section 9.10.
Appears in 2 contracts
Sources: Credit Agreement (KKR & Co. Inc.), Credit Agreement (KKR & Co. Inc.)
Collateral and Guarantee Matters. The Each of the Term Lenders irrevocably authorize the Administrative Agent, Agent to and upon the commercially reasonable request of the Borrower Representative (and at its option sole cost and in its discretionexpense) with reasonable advance notice, the Administrative Agent hereby agrees,
(a) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full in cash of all Obligations (other than contingent indemnification obligationsobligations that shall not have been asserted), (ii) that is sold or to be sold as part of or in connection with any sale permitted hereunder (including the Administrative Agent’s Lien on any of Holdings or under any other Loan DocumentIISI or their respective assets in connection with a Wind-Down Event or a dissolution of the legal existence of Holdings in connection with such Wind-Down Event but excluding sales among Credit Parties or assets sold pursuant to the Specified Disposition), or (iii) subject to Section 9.01, if approved, authorized or ratified in writing in accordance with Section 10.01; andby the Required Lenders;
(b) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.02(a); and
(c) to release any Subsidiary Guarantor Guarantor, Holdings or IISI from its obligations under the Subsidiary Guaranty Security Documents and release any related Collateral if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunderby Section 7.05. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release any Lien or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty Guaranties pursuant to this Section 9.108.12. In each case as specified The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Credit Party in this Section 9.10connection therewith, nor shall the Administrative Agent will, at the Borrower’s expense, execute and deliver be responsible or liable to the applicable Loan Party such documents as such Loan Party may reasonably request Term Lenders for any failure to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents monitor or to subordinate its interest in such item, or to release such Subsidiary Guarantor from its obligations under the Guarantee, in each case in accordance with the terms maintain any portion of the Loan Documents and this Section 9.10Collateral.
Appears in 1 contract
Sources: Credit Agreement (Intersections Inc)
Collateral and Guarantee Matters. The Lenders and the L/C Issuer irrevocably authorize each of the Administrative Agent and Collateral Agent, at its option and in its discretion,
(a) to release any Lien on any property granted to or held by the Administrative Collateral Agent under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all Secured Obligations (other than contingent indemnification obligations)) and the expiration or termination of all Letters of Credit, (ii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document, or (iii) subject to Section 10.01, if approved, authorized or ratified in writing in accordance with by the Required Lenders;
(b) to subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 10.017.01(l); and
(bc) to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty Guarantee if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder; provided that no such release shall occur if such Subsidiary Guarantor continues to be a guarantor in respect of any other Indebtedness of the Borrower unless and until such Subsidiary Guarantor is (or is being simultaneously) released from its guaranty with respect to such other Indebtedness. Upon request by the Administrative Agent or Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s or Collateral Agent’s, as the case may be, authority to release any Lien or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty Guarantee pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Subsidiary Guarantor from its obligations under the Guarantee, in each case in accordance with the terms of the Loan Documents and this Section 9.10.
Appears in 1 contract
Sources: Credit Agreement (Carter William Co)
Collateral and Guarantee Matters. The Each of the Lenders (including in its capacity as a potential Cash Management Bank) and the L/C Issuer irrevocably authorize authorizes the Administrative Agent, Agent at its option and in its discretion,
(a) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full in cash of all Obligations (other than contingent indemnification obligationsobligations ), (ii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any (other Loan Documentthan sales among Credit Parties), or (iii) subject to Section 10.01, if approved, authorized or ratified in writing in accordance with Section 10.01; andby the Required Lenders;
(b) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.02(a); and
(c) to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty Security Documents and release any related Collateral if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunderby Section 7.05. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release any Lien or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty Guarantees pursuant to this Section 9.10. In each case as specified The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in this Section 9.10connection therewith, nor shall the Administrative Agent will, at the Borrower’s expense, execute and deliver be responsible or liable to the applicable Loan Party such documents as such Loan Party may reasonably request Lenders for any failure to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents monitor or to subordinate its interest in such item, or to release such Subsidiary Guarantor from its obligations under the Guarantee, in each case in accordance with the terms maintain any portion of the Loan Documents and this Section 9.10Collateral.
Appears in 1 contract
Sources: Credit Agreement (PetIQ, Inc.)
Collateral and Guarantee Matters. The Lenders irrevocably authorize the Administrative Agent, at its option and in its discretion,
(a) to release any Lien on any property granted to or held by The Secured Parties irrevocably authorize and direct the Administrative Agent under any Loan Document (i) upon termination of to execute and deliver the Aggregate Commitments Collateral Agreement and payment in full of all Obligations (other than contingent indemnification obligations), to exercise and enforce its rights and remedies and perform its obligations thereunder and (ii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document, or (iii) if approved, authorized or ratified in writing in accordance with Section 10.01; and
(b) to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty Guarantee Agreement if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunderunder the Loan Documents. Upon request by the Administrative Agent at any time, the Required Lenders Bondholder Designee will confirm in writing the Administrative Agent’s authority to release any Lien or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty Guarantee Agreement pursuant to this Section 9.108.09(a). In each case as specified in this Section 9.10No Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee of the Loan Document Obligations, it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Administrative Agent will, at (or any sub-agent thereof) on behalf of the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Subsidiary Guarantor from its obligations under the Guarantee, in each case Secured Parties in accordance with the terms thereof
(b) The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Documents and this Section 9.10Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders or Holders for any failure to monitor or maintain any portion of the Collateral.
Appears in 1 contract
Collateral and Guarantee Matters. The Lenders and the L/C Issuer irrevocably authorize 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 under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than contingent indemnification obligations)) and the expiration or termination of all Letters of Credit, (ii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document, or (iii) subject to Section 10.01, if approved, authorized or ratified in writing in accordance with Section 10.01; andby the Required Lenders;
(b) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(i); and
(c) to release any Subsidiary Guarantor Guarantor, including Roadrunner Pipeline, L.L.C. and Lovington — Artesia, L.L.C., from its obligations under the Subsidiary Guaranty Guarantee and Collateral Agreement if such Person ceases to be a Subsidiary as a result of 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 any Lien or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty and Collateral Agreement pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Subsidiary Guarantor from its obligations under the GuaranteeGuaranty and Collateral Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.10.
Appears in 1 contract
Sources: Credit Agreement (Holly Corp)
Collateral and Guarantee Matters. The Lenders irrevocably authorize 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 under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than contingent indemnification obligations)obligations not yet accrued and payable) and the expiration or termination of all Letters of Credit, (ii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document, or (iii) subject to Section 10.1, if approved, authorized or ratified in writing in accordance with Section 10.01by the Required Lenders; and
(b) to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty Guarantee and Collateral Agreement if such Person ceases to be a Subsidiary as a result of 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 any Lien or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty Guarantee and Collateral Agreement pursuant to this Section 9.109.11. In each case as specified in this Section 9.109.11, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such itemSecurity Documents, or to release such Subsidiary Guarantor from its obligations under the GuaranteeGuarantee and Collateral Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.109.11.
Appears in 1 contract
Collateral and Guarantee Matters. The Each of the Lenders (including in its capacity as a potential Cash Management Bank or Hedge Bank) irrevocably authorize authorizes the Administrative Agent, Agent at its option and in its discretion,
(a) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full in cash of all Obligations (other than contingent indemnification obligationsobligations ), (ii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any (other Loan Documentthan sales among Credit Parties), or (iii) subject to Section 10.01, if approved, authorized or ratified in writing in accordance with Section 10.01; andby the Required Lenders;
(b) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.02(a); and
(c) to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty Security Documents and release any related Collateral if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunderby Section 7.05. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release any Lien or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty Guarantees pursuant to this Section 9.10. In each case as specified The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Credit Party in this Section 9.10connection therewith, nor shall the Administrative Agent will, at the Borrower’s expense, execute and deliver be responsible or liable to the applicable Loan Party such documents as such Loan Party may reasonably request Lenders for any failure to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents monitor or to subordinate its interest in such item, or to release such Subsidiary Guarantor from its obligations under the Guarantee, in each case in accordance with the terms maintain any portion of the Loan Documents and this Section 9.10Collateral.
Appears in 1 contract
Collateral and Guarantee Matters. The Lenders irrevocably authorize the Administrative Collateral Agent, at its option and in its discretion,:
(a) to release any Lien on any property granted to or held by the Administrative Collateral Agent under any Loan Document (i) upon the termination of the Aggregate Commitments and the indefeasible payment in full in cash of all Obligations (other than contingent indemnification obligationsObligations not then due and payable), (ii) that is sold or to be sold as part of of, or in connection with with, any sale transaction expressly permitted hereunder or under any other Loan Document, Document or (iii) if approved, authorized or ratified in writing in accordance with Section 10.0111.1; and
(b) to release any Subsidiary Guarantor from its obligations under guarantee of the Subsidiary Guaranty Obligations if such Person ceases to be a Subsidiary of the Borrower as a result of a transaction expressly permitted hereunder. Upon request by the Administrative Collateral Agent at any time, the Required Majority Lenders will confirm in writing the Administrative Collateral Agent’s authority to release any Lien or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under guarantee of the Subsidiary Guaranty Obligations pursuant to this Section 9.1010.11. In each case as specified in this Section 9.1010.11, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party Obligor such documents as such Loan Party Obligor may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such itemapplicable Security Document, or to release such Subsidiary Guarantor from its obligations under guarantee of the GuaranteeObligations, in each case in accordance with the terms of the Loan Documents and this Section 9.1010.11.
Appears in 1 contract
Collateral and Guarantee Matters. The Lenders irrevocably authorize the Administrative Agent, at its option and in its discretion,
(a) to release any Lien on any property Collateral granted to or held by the Administrative Agent under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than contingent indemnification obligations)Obligations, (ii) that is sold or otherwise disposed of to be sold a Person that is not a Loan Party as part of or in connection with any sale or other Disposition permitted hereunder or and under any the other Loan DocumentDocument or any Casualty Event, or (iii) if approved, authorized or ratified in writing as approved in accordance with Section 10.0110.1; and
(b) to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty Guarantee if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunderunder the Loan Documents. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release any Lien or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Subsidiary Guarantor from its obligations under the Guarantee, in each case in accordance with pursuant to this Section 11.9. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the terms existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Documents and this Section 9.10Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.
Appears in 1 contract
Collateral and Guarantee Matters. The Each of the Lenders (including in its capacity as a potential Cash Management Bank or Hedge Bank) irrevocably authorize authorizes the Administrative Agent, Agent at its option and in its discretion,
(a) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full in cash of all Obligations (other than contingent indemnification obligations), (ii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any (other Loan Documentthan sales among Credit Parties), or (iii) subject to Section 10.01, if approved, authorized or ratified in writing in accordance with Section 10.01; andby the Required Lenders;
(b) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.03(a); and
(c) to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty Security Documents and release any related Collateral if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunderby Section 7.05. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release any Lien or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty Guarantees pursuant to this Section 9.10. In each case as specified The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Credit Party in this Section 9.10connection therewith, nor shall the Administrative Agent will, at the Borrower’s expense, execute and deliver be responsible or liable to the applicable Loan Party such documents as such Loan Party may reasonably request Lenders for any failure to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents monitor or to subordinate its interest in such item, or to release such Subsidiary Guarantor from its obligations under the Guarantee, in each case in accordance with the terms maintain any portion of the Loan Documents and this Section 9.10Collateral.
Appears in 1 contract
Collateral and Guarantee Matters. (a) The Lenders Secured Parties (by virtue of their acceptance of the benefits of the Loan Documents) irrevocably authorize the Administrative Agent, at its option and in its discretionwithout any further consent of any Lender or any other Secured Party,
(ai) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (iA) upon termination of at the Aggregate Commitments and payment in full of all Obligations (other than contingent indemnification obligations)Termination Date, (iiB) that is sold sold, transferred or otherwise Disposed (whether voluntary or involuntary) of or to be sold sold, transferred or otherwise Disposed (whether voluntary or involuntary) of as part of or in connection with any sale sale, transfer or other Disposition (whether voluntary or involuntary) permitted hereunder or under any other the Loan Document, or Documents (including all of the Collateral of a Guarantor which is released from its obligations under the Loan Documents pursuant to clause (iii) below); provided, however, any sale, transfer or other Disposition (whether voluntary or involuntary) of all or substantially all of the Collateral or all or substantially all of the value of the Guarantees under the Guarantee Agreement, the HK Guarantee Agreement or the UK Collateral and Guarantee Agreement shall be subject to Section 10.2(b), (C) subject to Section 10.2, if approved, authorized or ratified in writing by the Required Lenders, or (D) to the extent provided in accordance with the Collateral Documents;
(ii) to subordinate any Lien on (A) any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 10.017.2(d) and (B) any Foreign Receivables and/or Foreign Inventory (and related rights, assets and/or Equity Interests) granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.2(k); and
(biii) to release any Subsidiary Borrower or Guarantor from its obligations under the Subsidiary Guaranty Loan Documents if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunderunder the Loan Documents or otherwise is no longer required to be a Borrower or Guarantor pursuant to the terms of the Loan Documents (including as the result of becoming an Excluded Subsidiary); provided, however, if any such Person ceases to be a Subsidiary as a result of the sale or other transfer of the Equity Interests in such Person to a Person that is not a Loan Party, such Person shall not be released from its obligations under the Loan Documents unless such sale or other transfer of Equity Interests is to a non-affiliated third party, provided further, that the release of all or substantially all of the Collateral or all or substantially all of the value of the Guarantees under the Guarantee Agreement, the HK Guarantee Agreement or the UK Collateral and Guarantee Agreement shall be subject to Section 10.2(b). Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release any Lien or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty Loan Documents pursuant to this Section 9.10. In each case as specified .
(b) The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in this Section 9.10connection therewith, nor shall the Administrative Agent will, at the Borrower’s expense, execute and deliver be responsible or liable to the applicable Loan Party such documents as such Loan Party may reasonably request Lenders for any failure to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents monitor or to subordinate its interest in such item, or to release such Subsidiary Guarantor from its obligations under the Guarantee, in each case in accordance with the terms maintain any portion of the Loan Documents and this Section 9.10Collateral.
Appears in 1 contract
Collateral and Guarantee Matters. The Each of the Lenders (including in its capacity as a potential Cash Management Bank) irrevocably authorize authorizes the Administrative Agent, Agent at its option and in its discretion,
(a) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full in cash of all Obligations (other than contingent indemnification obligationsobligations ), (ii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any (other Loan Documentthan sales among Credit Parties), or (iii) subject to Section 10.01, if approved, authorized or ratified in writing in accordance with Section 10.01; andby the Required Lenders;
(b) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.02(a); and
(c) to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty Security Documents and release any related Collateral if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunderby Section 7.05. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release any Lien or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty Guarantees pursuant to this Section 9.10. In each case as specified The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in this Section 9.10connection therewith, nor shall the Administrative Agent will, at the Borrower’s expense, execute and deliver be responsible or liable to the applicable Loan Party such documents as such Loan Party may reasonably request Lenders for any failure to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents monitor or to subordinate its interest in such item, or to release such Subsidiary Guarantor from its obligations under the Guarantee, in each case in accordance with the terms maintain any portion of the Loan Documents and this Section 9.10Collateral.
Appears in 1 contract
Sources: Credit Agreement (PetIQ, Inc.)
Collateral and Guarantee Matters. The Each of the Lenders (including in its capacity as a potential Cash Management Bank or Hedge Bank) irrevocably authorize authorizes the Administrative Agent, Agent at its option and in its discretion,
(a) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full in cash of all Obligations (other than contingent indemnification obligationsobligations ), (ii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any (other Loan Documentthan sales among Credit Parties), or (iii) subject to Section 10.01, if approved, authorized or ratified in writing in accordance with Section 10.01; andby the Required Lenders;
(b) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.02(a); and
(c) to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty Security Documents and release any related Collateral if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunderby Section 7.05. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release any Lien or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty Guarantees pursuant to this Section 9.10. In each case as specified The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in this Section 9.10connection therewith, nor shall the Administrative Agent will, at the Borrower’s expense, execute and deliver be responsible or liable to the applicable Loan Party such documents as such Loan Party may reasonably request Lenders for any failure to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents monitor or to subordinate its interest in such item, or to release such Subsidiary Guarantor from its obligations under the Guarantee, in each case in accordance with the terms maintain any portion of the Loan Documents and this Section 9.10Collateral.
Appears in 1 contract
Sources: Credit Agreement (PetIQ, Inc.)
Collateral and Guarantee Matters. The Lenders irrevocably authorize each of 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 Collateral Agent under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all Secured Obligations (other than contingent indemnification obligationsindemnity obligations with respect to unasserted claims), (ii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document, or (iii) in accordance with the requirements of the Intercreditor Agreement or (iv) subject to Section 10.01, if approved, authorized or ratified in writing in accordance with Section 10.01; andby the Required Lenders;
(b) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(n); and
(c) to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty Guarantee if such Person ceases to be a Subsidiary of a Loan Party as a result of a transaction permitted hereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of any other Indebtedness of the Borrower unless and until such Guarantor is (or is being simultaneously) released from its guarantee with respect to such other Indebtedness. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release any Lien or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty Guarantee pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Subsidiary Guarantor from its obligations under the Guarantee, in each case in accordance with the terms of the Loan Documents and this Section 9.10.
Appears in 1 contract
Sources: Credit Agreement (Toys R Us Inc)
Collateral and Guarantee Matters. The Lenders irrevocably authorize the Administrative Agent, at its option and in its discretion,
(a) to release any Lien on any property Collateral granted to or held by the Administrative Agent under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than contingent indemnification obligations)Obligations, (ii) that is sold or otherwise disposed of to be sold a Person that is not the Borrower or any Guarantor as part of or in connection with any sale or other Disposition permitted hereunder or and under any the other Loan DocumentDocument or any Casualty Event, or (iii) if approved, authorized or ratified in writing as approved in accordance with Section 10.0110.1; and
(b) to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty Guarantee if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunderunder the Loan Documents. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release any Lien or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Subsidiary Guarantor from its obligations under the Guarantee, in each case in accordance with pursuant to this Section 11.9. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the terms existence, value or collectability of the Loan Documents and this Section 9.10Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by the Borrower or any Guarantor in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.
Appears in 1 contract
Sources: Credit Agreement (Harmony Biosciences Holdings, Inc.)
Collateral and Guarantee Matters. The Each of the Term Lenders irrevocably authorize the Administrative Agent, Agent to and upon the commercially reasonable request of the Borrower Representative (and at its option sole cost and in its discretionexpense) with reasonable advance notice, the Administrative Agent hereby agrees,
(a) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full in cash of all Obligations (other than contingent indemnification obligationsobligations that shall not have been asserted), (ii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any (other Loan Documentthan sales among Credit Parties), or (iii) subject to Section 9.01, if approved, authorized or ratified in writing in accordance with Section 10.01; andby the Required Lenders;
(b) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.02(a); and
(c) to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty Security Documents and release any related Collateral if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunderby Section 7.05. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release any Lien or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty Guaranties pursuant to this Section 9.108.12. In each case as specified The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Credit Party in this Section 9.10connection therewith, nor shall the Administrative Agent will, at the Borrower’s expense, execute and deliver be responsible or liable to the applicable Loan Party such documents as such Loan Party may reasonably request Term Lenders for any failure to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents monitor or to subordinate its interest in such item, or to release such Subsidiary Guarantor from its obligations under the Guarantee, in each case in accordance with the terms maintain any portion of the Loan Documents and this Section 9.10.Collateral. DB1/ 85911004.13
Appears in 1 contract
Sources: Credit Agreement (Intersections Inc)
Collateral and Guarantee Matters. The Lenders Banks and the Letter of Credit Issuer irrevocably authorize 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 under any Loan Document Paper (i) upon termination of the Aggregate Commitments Total Commitment and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to Administrative Agent and the Letter of Credit Issuer shall have been made), (ii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan DocumentPaper, or (iii) subject to Section 14.2, if approved, authorized or ratified in writing in accordance with Section 10.01; andby the Required Banks;
(b) to subordinate or release any Lien on any property granted to or held by Administrative Agent under any Loan Paper to the holder of any Lien on such property that is permitted by clause (k) of the definition of the term “Permitted Encumbrances”; and
(c) to release GeoMet Operating, GeoMet Gathering or any existing or future Domestic Subsidiary Guarantor from its respective obligations under the Subsidiary Guaranty any Facility Guarantee if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder. Upon request by the Administrative Agent at any time, the Required Lenders Banks will confirm in writing the Administrative Agent’s authority to release any Lien or subordinate its interest in particular types or items of property, or to release GeoMet Operating, GeoMet Gathering or any existing or future Domestic Subsidiary Guarantor from its respective obligations under the Subsidiary Guaranty any Facility Guarantee pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Subsidiary Guarantor from its obligations under the Guarantee, in each case in accordance with the terms of the Loan Documents and this Section 9.1012.10.
Appears in 1 contract
Sources: Credit Agreement (GeoMet, Inc.)
Collateral and Guarantee Matters. The Each of the Lenders irrevocably authorize authorizes the Administrative Collateral Agent, at its option and in its discretion,:
(a) to release any Lien on any property granted to or held by the Administrative Agent Collateral under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than contingent contingent, unasserted indemnification obligations) (the occurrence of the events described in this clause (i), the “Discharge of Obligations”), (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan DocumentDocument and, in the case of any Lien on any Real Estate Collateral Property, which sale or other disposition is made in accordance with the requirements of Section 9.21, (iii) in connection with a release permitted by and in accordance with Section 9.21 or (iv) subject to Section 9.08, if approved, authorized or ratified in writing in accordance with Section 10.01by the Required Lenders; and
(b) to release any Subsidiary Guarantor from its obligations under each of the Subsidiary Security Agreement and the Facility Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunderunder the Loan Documents. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Collateral Agent’s authority to release any Lien or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Subsidiary Facility Guaranty pursuant to this Section 9.109.20. In each case as specified in this Section 9.109.20, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such itemSecurity Documents, or to release such Subsidiary Guarantor from its obligations under the GuaranteeFacility Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.109.20. The Collateral Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Collateral Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.
Appears in 1 contract
Collateral and Guarantee Matters. The Lenders and the L/C Issuer irrevocably authorize 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 under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than contingent indemnification obligations)) and the expiration or termination of all Letters of Credit, (ii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document, or (iii) subject to Section 10.01, if approved, authorized or ratified in writing in accordance with Section 10.01; andby the Required Lenders;
(b) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(i); and
(c) to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty Guarantee and Collateral Agreement if such Person ceases to be a Subsidiary as a result of 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 any Lien or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty and Collateral Agreement pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Subsidiary Guarantor from its obligations under the GuaranteeGuaranty and Collateral Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.10.
Appears in 1 contract
Sources: Credit Agreement (Holly Corp)
Collateral and Guarantee Matters. The Lenders irrevocably authorize the Administrative Agent, at its option and in its discretion,
(a) [Reserved].
(b) Each of the Lenders (including in its capacities as a potential Cash Management Bank with respect to rights granted under the Orders) and the Issuing Bank irrevocably authorizes and directs the Administrative Agent to, and the Administrative Agent shall, upon the request of the Borrower, release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) upon termination the occurrence of the Aggregate Commitments and payment in full of all Obligations (other than contingent indemnification obligations)Facility Termination Date, (ii) that is sold subject to Section 9.02, upon any sale, transfer or to be sold as part of or in connection with any sale permitted other disposition not prohibited hereunder or under any other Loan DocumentDocument to any Person other than a Loan Party, or (iii) subject to Section 9.02, if approved, authorized or ratified in writing by the Required Lenders, (iv) owned by a Subsidiary Guarantor upon (or substantially simultaneously with) release of such Subsidiary Guarantor from its obligations under its Guarantee Agreement pursuant to clause (c) below, or (v) subject to Section 9.02, as expressly provided in accordance with Section 10.01; andthe Collateral Documents.
(bc) to Each of the Lenders (including in its capacities as a potential Cash Management Bank) and the Issuing Bank irrevocably authorizes and directs the Administrative Agent to, and the Administrative Agent shall, upon the request of the Borrower, release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty Guarantee Agreement (i) in the event of dissolution of such Person, (ii) [reserved], (iii) if such Person ceases to be a Subsidiary the obligations under this Agreement are discharged in accordance with the terms of this Agreement or (iv) as a result of a transaction permitted hereunder. otherwise expressly provided in the Guarantee Agreement.
(d) Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release any Lien or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty pursuant to this Section 9.10Guarantee Agreement. In Table of Contents each case as specified in this Section 9.109.15, the Administrative Agent will, at the Borrower’s Loan Parties’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such itemDocuments, or to release such Subsidiary Guarantor from its obligations under the GuaranteeGuarantee Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.109.15; subject to receipt by the Administrative Agent of a certificate of an authorized officer of the Borrower certifying that such transaction and release are permitted under this Agreement and the other Loan Documents.
Appears in 1 contract
Sources: Superpriority Secured Debtor in Possession Credit Agreement (LSC Communications, Inc.)
Collateral and Guarantee Matters. The Lenders irrevocably authorize the Administrative Agent, at its option and in its discretion,
(a) to release any Lien on any property granted to or held by The Bank Secured Parties irrevocably authorize and direct the Administrative Agent under any Loan Document (i) upon termination of to execute and deliver the Aggregate Commitments Collateral Agreement and payment in full of all Obligations (other than contingent indemnification obligations), to exercise and enforce its rights and remedies and perform its obligations thereunder and (ii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document, or (iii) if approved, authorized or ratified in writing in accordance with Section 10.01; and
(b) to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty Guarantee Agreement if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunderunder the Loan Documents. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release any Lien or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty Guarantee Agreement pursuant to this Section 9.108.10(a). In each case as specified in this Section 9.10No Bank Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee of the Bank Obligations, it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Administrative Agent will, at (or any sub-agent thereof) on behalf of the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Subsidiary Guarantor from its obligations under the Guarantee, in each case Bank Secured Parties in accordance with the terms thereof
(b) The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Documents and this Section 9.10Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders or Holders for any failure to monitor or maintain any portion of the Collateral.
Appears in 1 contract
Sources: Revolving Credit Agreement (Community Choice Financial Inc.)
Collateral and Guarantee Matters. The Without limiting the provisions of subsection 10.9, each of the Lenders irrevocably authorize 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 under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than contingent indemnification obligations), (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan DocumentDocument to a Person that is not a Loan Party, (iii) that constitutes “Excluded Property” (as such term is defined in the Guarantee and Collateral Agreement) or (iiiiv) if approved, authorized or ratified in writing in accordance with Section 10.01; andsubsection 11.1;
(b) to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty Guarantee and Collateral and Guarantee Agreement if such Person (i) ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunderunder the Loan Documents or (ii) becomes a FSHCO, a Non-Significant Subsidiary or a Broadcast License Subsidiary; and
(c) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by subsection 8.3(h).[reserved]. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release any Lien or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty Guarantee and Collateral and Guarantee Agreement pursuant to this Section 9.10subsection 10.10. In each case as specified in this Section 9.10subsection 10.10, the Administrative Agent will, at the BorrowerBorrower Agent’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Security Documents or to subordinate its interest in such item, or to release such Subsidiary Guarantor from its obligations under the GuaranteeGuarantee and Collateral Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.10subsection 10.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.
Appears in 1 contract
Collateral and Guarantee Matters. The Without limiting the provision of Section 9.09, each of the Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) and the L/C Issuers irrevocably authorize 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 under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than (A) contingent indemnification obligationsobligations and (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the L/C Issuers shall have been made), (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan DocumentDocument to a Person that is not a Loan Party, or (iii) that constitutes Excluded Property, (iv) if approved, authorized or ratified in writing in accordance with Section 10.01; andor (v) to effect any other transaction permitted by this Agreement;
(b) to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty Collateral Documents if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder. under the Loan Documents; and
(c) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(j) Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release any Lien or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty Collateral Documents pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will, at the BorrowerCompany’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Subsidiary Guarantor from its obligations under the GuaranteeCollateral Documents, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.
Appears in 1 contract
Sources: Credit Agreement (Arris Group Inc)
Collateral and Guarantee Matters. The Lenders Secured Parties irrevocably authorize the Administrative Agent, at its option and in its discretion,
, (ai) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (iA) upon termination of at the Aggregate Commitments and payment in full of all Obligations (other than contingent indemnification obligations)Termination Date, (iiB) that is sold or otherwise Disposed of or to be sold or otherwise Disposed of as part of or in connection with any sale or other Disposition permitted hereunder under the Loan Documents (including all of the Collateral of a Guarantor which is released from its obligations under the Loan Documents pursuant to clause (iii) below) ; provided , however, any sale or Disposition of all or substantially all of the Collateral or all or substantially all of the value of the Guarantees under any other Loan Documentthe Guarantee Agreement shall be subject to Section 10 . 2 (b) , or (iiiC) subject to Section 10 . 2 , if approved, authorized or ratified in writing in accordance with by the Required Lenders ; (ii) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 10.017 . 2 (d) ; and
and (biii) to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty Loan Documents if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunderunder the Loan Documents, provided , however , that the release of all or substantially all of the Collateral or all or substantially all of the value of the Guarantees under the Guarantee Agreement shall be subject to Section 10 . 2 (b) . Upon request by the Administrative Agent at any time, the Required Lenders ▇▇▇▇▇▇▇ will confirm in writing the Administrative Agent’s authority to release any Lien or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Subsidiary Guarantor from its obligations under the Guarantee, in each case in accordance with the terms of the Loan Documents and this Section 9.10.122 NAI - 1543452693v1 1543452693v6
Appears in 1 contract
Collateral and Guarantee Matters. The Each of the Lenders (including in its capacity as an Other Creditor) irrevocably authorize 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 under any Loan Credit Document (i) upon termination of the Aggregate all Commitments and payment in full of have terminated all Credit Document Obligations (other than contingent indemnification obligations)obligations for which a claim has not been asserted) have been paid in full, (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan DocumentCredit Document to a Person that is not a Credit Party, (iii) that constitutes “Excluded Collateral” (as such term is defined in the Security Agreement), or (iiiiv) if approved, authorized or ratified in writing in accordance with Section 10.01; and11.11;
(b) to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty Guarantee if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunderunder the Credit Documents; and
(c) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Credit Document to the holder of any Lien on such property that is permitted by Section 8.01(vii). Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release any Lien or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty Guarantee pursuant to this Section 9.1010.11. In each case as specified in this Section 9.1010.11, the Administrative Agent will, at the BorrowerCompany’s expense, execute and deliver to the applicable Loan Credit Party such documents as such Loan Credit Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Security Documents or or, in the cause of clause (b) to subordinate its interest in such item, or to release such Subsidiary Guarantor from its obligations under the Guarantee, in each case in accordance with the terms of the Loan Documents and Credit this Section 9.1010.11; provided that the Company shall have delivered to the Administrative Agent a certificate signed by an Authorized Officer of the Company stating that the transaction and the release of the respective Collateral is permitted under the Credit Documents, upon which the Administrative Agent may rely conclusively. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Credit Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders or any other Secured Creditor for any failure to monitor or maintain any portion of the Collateral.
Appears in 1 contract
Collateral and Guarantee Matters. The Lenders Banks and the Letter of Credit Issuer irrevocably authorize 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 under any Loan Document Paper (i) upon termination of the Aggregate Commitments Total Commitment and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to Administrative Agent and the Letter of Credit Issuer shall have been made), (ii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan DocumentPaper, or (iii) subject to Section 14.2, if approved, authorized or ratified in writing in accordance with Section 10.01; andby the Required Banks;
(b) to subordinate any Lien on any property granted to or held by Administrative Agent under any Loan Paper to the holder of any Lien on such property that is permitted by clause (k) of the definition of the term “Permitted Encumbrances”; and
(c) to release GeoMet Operating, GeoMet Gathering or any existing or future Domestic Subsidiary Guarantor from its respective obligations under the Subsidiary Guaranty any Facility Guarantee if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder. Upon request by the Administrative Agent at any time, the Required Lenders Banks will confirm in writing the Administrative Agent’s authority to release any Lien or subordinate its interest in particular types or items of property, or to release GeoMet Operating, GeoMet Gathering or any existing or future Domestic Subsidiary Guarantor from its respective obligations under the Subsidiary Guaranty any Facility Guarantee pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Subsidiary Guarantor from its obligations under the Guarantee, in each case in accordance with the terms of the Loan Documents and this Section 9.1012.10.
Appears in 1 contract
Sources: Credit Agreement (GeoMet, Inc.)
Collateral and Guarantee Matters. (a) The Lenders Secured Parties irrevocably authorize the Administrative Agent, at its option and in its discretion,
(ai) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (iA) upon termination of at the Aggregate Commitments and payment in full of all Obligations (other than contingent indemnification obligations)Termination Date, (iiB) that is sold or otherwise Disposed of or to be sold or otherwise Disposed of as part of or in connection with any sale or other Disposition permitted hereunder under the Loan Documents (including all of the Collateral of a Guarantor which is released from its obligations under the Loan Documents pursuant to clause (iii) below); provided, however, any sale or Disposition of all or substantially all of the Collateral or all or substantially all of the value of the Guarantees under any other the Loan DocumentGuaranty shall be subject to Section 10.2(b), or (iiiC) subject to Section 10.2, if approved, authorized or ratified in writing in accordance with by the Required Lenders;
(ii) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 10.017.2(d); and
(biii) to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty Loan Documents if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunderunder the Loan Documents, provided, however, that the release of all or substantially all of the Collateral or all or substantially all of the value of the Guarantees under the Loan Guaranty shall be subject to Section 10.2(b). Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release any Lien or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty Loan Documents pursuant to this Section 9.10. In each case as specified .
(b) The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.
(c) Notwithstanding anything to the contrary set forth in this Section 9.10, : (i) any Lien on any property granted to or held by the Administrative Agent will, under any Loan Document will be released and terminated automatically and without further action by the Administrative Agent or any Credit Party: (A) at the Borrower’s expense, execute Termination Date; and deliver to the applicable Loan Party (B) if such documents as such Loan Party may reasonably request to evidence the release property is sold or otherwise Disposed of such item of Collateral from the assignment and security interest granted in connection with any sale or other Disposition expressly permitted under the Loan Documents (including all of the Collateral Documents or to subordinate its interest in such item, or to release such Subsidiary of a Guarantor which is released from its obligations under the Guarantee, in each case in accordance with the terms of Loan Documents pursuant to clause (ii) below); (ii) a Guarantor shall be released from its obligations under the Loan Documents automatically and this Section 9.10without further action by the Administrative Agent or any Credit Party if such Person ceases to be a Subsidiary as a result of a transaction expressly permitted under the Loan Documents; and (iii) the Administrative Agent shall promptly execute and/or deliver to Borrower Agent any releases, terminations, instruments or other documents reasonably requested by Borrower Agent to evidence or further effect a release or termination contemplated by clauses (c)(i) or (c)(ii).
Appears in 1 contract
Sources: Credit Agreement (Arhaus, Inc.)
Collateral and Guarantee Matters. The Lenders Bank Secured Parties irrevocably authorize the Administrative Agent, at its option and in its discretion,
(a) to release any Lien on any property granted to or held by direct the Administrative Agent under any Loan Document (i) upon termination of to execute and deliver the Aggregate Commitments Collateral Agreement and payment in full of all Obligations (other than contingent indemnification obligations), to exercise and enforce its rights and remedies and perform its obligations thereunder and (ii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document, or (iii) if approved, authorized or ratified in writing in accordance with Section 10.01; and
(b) to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty Guarantee Agreement if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunderunder the Loan Documents. Upon request by the Administrative Agent at any time, the Required Lenders Bondholder Designee will confirm in writing the Administrative Agent’s authority to release any Lien or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty Guarantee Agreement pursuant to this Section 9.108.09(a). In each case as specified in this Section 9.10No Bank Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee of the Bank Obligations, it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Administrative Agent will, at (or any sub-agent thereof) on behalf of the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Subsidiary Guarantor from its obligations under the Guarantee, in each case Bank Secured Parties in accordance with the terms thereof
(a) The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Documents and this Section 9.10Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders or Holders for any failure to monitor or maintain any portion of the Collateral.
Appears in 1 contract
Sources: Revolving Credit Agreement (Community Choice Financial Inc.)
Collateral and Guarantee Matters. The Lenders irrevocably authorize 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 under any Loan Document (i) upon the termination of the Aggregate Commitments and the payment in full of all Obligations (other than contingent indemnification obligationsObligations not then due and payable), (ii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document, or (iii) if approved, authorized or ratified in writing in accordance with Section 10.01; and11.1;
(b) to release any Subsidiary Guarantor from its obligations under guarantee of the Subsidiary Guaranty Obligations if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder; and
(c) to subordinate any Lien granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted under Section 7.2. NYI-4016648v10 Upon request by the Administrative Agent at any time, the Required Majority Lenders will confirm in writing the Administrative Agent’s authority to release any Lien or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under guarantee of the Subsidiary Guaranty Obligations pursuant to this Section 9.1010.10. In each case as specified in this Section 9.1010.10, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party Obligor such documents as such Loan Party Obligor may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Security Documents or to subordinate its interest in such item, or to release such Subsidiary Guarantor from its obligations under guarantee of the GuaranteeObligations, in each case in accordance with the terms of the Loan Documents and this Section 9.1010.10.
Appears in 1 contract
Collateral and Guarantee Matters. The Lenders irrevocably authorize the Administrative Agent, at its option and in its discretion,discretion and without further consent of the Lenders:
(a) to release any Lien on any property Property granted to or held by the Administrative Agent under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than contingent indemnification obligationsobligations and Rate Contracts), (ii) that is sold or to be sold or disposed of as part of or in connection with any sale Disposition expressly permitted hereunder or under any other Loan Document, or (iii) if approved, authorized or ratified in writing in accordance with Section 10.019.1; andit being understood, that a release described in clause (ii) shall be automatic upon such Disposition;
(b) to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty guarantee if such Person ceases to be a Subsidiary as a result of a transaction expressly permitted hereunderhereunder or under any other Loan Document; it being understood, that a release described in this clause (b) shall be automatic; and
(c) to subordinate any Lien on any Property granted to or held by Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 5.1(h). Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release any Lien or subordinate its interest in particular types or items of propertyProperty, or to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty guarantee pursuant to this Section 9.108.10. In each case as specified in this Section 9.108.10, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party Borrower such documents as such Loan Party Borrower may reasonably request to evidence the release of such item of Collateral from the assignment and security interest Liens granted under the Collateral Documents or to subordinate its interest in such item, or to release such Subsidiary Guarantor from its obligations under the Guaranteeguarantee, in each case in accordance with the terms of the Loan Documents and this Section 9.108.10.
Appears in 1 contract
Collateral and Guarantee Matters. The Each of the Lenders (including in its capacity as a potential Cash Management Bank or Hedge Bank) irrevocably authorize authorizes the Administrative Agent, Agent at its option and in its discretion,
(a) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full in cash of all Obligations (other than contingent indemnification obligationsobligations ), (ii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any (other Loan Documentthan sales among Credit Parties), or (iii) subject to Section 10.01, if approved, authorized or ratified in writing in accordance with Section 10.01; andby the Required Lenders;
(b) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.02(a); and
(c) to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty Security Documents and release any related Collateral if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunderby Section 7.05. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release any Lien or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty Guarantees pursuant to this Section 9.10. In each case as specified The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, 138 the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in this Section 9.10connection therewith, nor shall the Administrative Agent will, at the Borrower’s expense, execute and deliver be responsible or liable to the applicable Loan Party such documents as such Loan Party may reasonably request Lenders for any failure to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents monitor or to subordinate its interest in such item, or to release such Subsidiary Guarantor from its obligations under the Guarantee, in each case in accordance with the terms maintain any portion of the Loan Documents and this Section 9.10Collateral.
Appears in 1 contract
Sources: Credit Agreement
Collateral and Guarantee Matters. The Each of the Lenders (including in its capacities as a potential provider of Cash Management Services and a potential counterparty to a Specified Hedge Agreement) irrevocably authorize authorizes the Administrative Agent and the Collateral Agent, at its option and in its discretion,:
(a) to take such action and execute such documents as may be reasonably requested by Parent or the ABL Administrative Borrower pursuant to Section 9.14 to release any Lien on any property granted to or held by the Administrative Collateral Agent under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all the Obligations (other than Obligations in respect of (x) any Specified Hedge Agreements or Cash Management Obligations and (y) contingent reimbursement and indemnification obligations)) and termination of all Commitments, (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document, (iii) that is or becomes an Excluded Asset or (iiiiv) if approved, authorized or ratified in writing by the Required Lenders in accordance with Section 10.01; and9.2;
(b) to subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.3(g), or as set forth in the applicable Intercreditor Agreement; and
(c) to take such action and execute such documents as may be reasonably requested by Parent or the ABL Administrative Borrower pursuant to Section 9.14 to release any Subsidiary Guarantor from its Guarantee Obligations and other obligations under the Subsidiary Guaranty Loan Documents, and to release any Liens granted by it under the Loan Documents, if such Person ceases to be a Subsidiary or is or becomes an Excluded Subsidiary as a result of a transaction permitted hereunderunder the Loan Documents. Upon request by the Administrative Agent or the Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and the Collateral Agent’s authority to release any Lien or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty Guarantee Obligations or Liens pursuant to this Section 9.108.12. In each case as specified in this Section 9.108.12, the Administrative Agent and the Collateral Agent will, at the Borrower’s Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Subsidiary Guarantor from its obligations under the GuaranteeGuarantee and Collateral Agreement or the Canadian Guarantee and Collateral Agreement and to release the Liens granted by such Guarantor under the Loan Documents, in each case in accordance with the terms of the Loan Documents and this Section 9.108.12. Neither the Administrative Agent nor the Collateral Agent shall be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Collateral Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent or the Collateral Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.
Appears in 1 contract
Collateral and Guarantee Matters. (a) The Lenders Secured Parties irrevocably authorize the Administrative Agent, at its option and in its discretion,
(ai) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (iA) upon termination of at the Aggregate Commitments and payment in full of all Obligations (other than contingent indemnification obligations)Termination Date, (iiB) that is sold or otherwise Disposed of or to be sold or otherwise Disposed of as part of or in connection with any sale or other Disposition permitted hereunder under the Loan Documents to a Person that is not and is not required to become a Loan Party; provided, however, any sale or Disposition of all or substantially all of the Collateral or all or substantially all of the value of the Guarantees under any other Loan Documentthe Guarantee Agreement shall be subject to Section 10.2(b), or (iiiC) subject to Section 10.2, if approved, authorized or ratified in writing in accordance with by the Required Lenders;
(ii) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 10.017.2(d); and
(biii) to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty Loan Documents if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunderunder the Loan Documents, provided, however, that the release of all or substantially all of the Collateral or all or substantially all of the value of the Guarantees under the Guarantee Agreement shall be subject to Section 10.2(b). Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release any Lien or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty Loan Documents pursuant to this Section 9.10. In each case as specified .
(b) The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in this Section 9.10connection therewith, nor shall the Administrative Agent will, at the Borrower’s expense, execute and deliver be responsible or liable to the applicable Loan Party such documents as such Loan Party may reasonably request Lenders for any failure to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents monitor or to subordinate its interest in such item, or to release such Subsidiary Guarantor from its obligations under the Guarantee, in each case in accordance with the terms maintain any portion of the Loan Documents and this Section 9.10Collateral.
Appears in 1 contract
Sources: Credit Agreement (Ooma Inc)
Collateral and Guarantee Matters. (a) The Lenders Secured Parties irrevocably authorize the Administrative Agent, at its option and in its discretion,
(ai) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (iA) upon termination of at the Aggregate Commitments and payment in full of all Obligations (other than contingent indemnification obligations)Termination Date, (iiB) that is sold or otherwise Disposed of or to be sold or otherwise Disposed of as part of or in connection with any sale or other Disposition permitted hereunder under the Loan Documents to a Person that is not and is not required to become a Loan Party; provided, however, any sale or Disposition of all or substantially all of the Collateral or all or substantially all of the value of the Guarantees under any other Loan Documentthe Guarantee Agreement shall be subject to Section 10.2(b), or (iiiC) subject to Section 10.2, if approved, authorized or ratified in writing in accordance with by the Required Lenders;
(ii) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 10.017.2(d); and
(biii) to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty Loan Documents if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunderunder the Loan Documents, provided, however, that the release of all or substantially all of the Collateral or all or substantially all of the value of the Guarantees under the Guarantee Agreement shall be subject to Section 10.2(b). Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release any Lien or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty Loan Documents pursuant to this Section 9.10. In each case as specified .
(b) The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in this Section 9.10connection therewith, nor shall the Administrative Agent will, at the Borrower’s expense, execute and deliver be responsible or liable to the applicable Loan Party such documents as such Loan Party may reasonably request Lenders for any failure to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents monitor or to subordinate its interest in such item, or to release such Subsidiary Guarantor from its obligations under the Guarantee, in each case in accordance with the terms maintain any portion of the Loan Documents and this Section 9.10Collateral.
Appears in 1 contract
Collateral and Guarantee Matters. The Lenders irrevocably authorize the Administrative Agent, at its option and in its discretion,:
(a) to release any Lien on any property Collateral granted to or held by the Administrative Agent under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than contingent indemnification obligations)Termination Date, (ii) that is sold or otherwise disposed of to be sold a Person that is not the Borrower or any Guarantor as part of or in connection with any sale or other Disposition permitted hereunder or and under any the other Loan DocumentDocuments or any Casualty Event, or (iii) if approved, authorized owned by a Guarantor upon release of such Guarantor from its obligations under its Guarantee pursuant to Section 11.9(b) or ratified in writing (iv) as approved in accordance with Section 10.0110.1; and
(b) to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty Guarantee (i) upon the Termination Date or (ii) if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunderunder the Loan Documents. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release any Lien or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Subsidiary Guarantor from its obligations under the Guarantee, pursuant to this Section 11.9. In the event that any Collateral shall be attached, garnished or levied upon by any court order, or the delivery thereof shall be stayed or enjoined by an order of a court, or any order, judgment or decree shall be made or entered by any court order affecting the Collateral, the Administrative Agent is hereby expressly authorized, in each case in accordance its sole discretion, to respond as it deems appropriate or NY: 1219514-6- - to comply with all writs, orders or decrees so entered or issued, or which it is advised by legal counsel of its own choosing is binding upon it, whether with or without jurisdiction. In the terms event that the Administrative Agent obeys or complies with any such writ, order or decree it shall not be liable to any of the Parties or to any other person, firm or corporation, should, by reason of such compliance notwithstanding, such writ, order or decree be subsequently reversed, modified, annulled, set aside or vacated. The Administrative Agent shall have no obligation to give, execute, deliver, file, record, authorize or obtain any financing statements, notices, instruments, documents, agreements, consents or other papers as shall be necessary to (i) create, preserve, perfect or validate any security interest granted to the Administrative Agent pursuant to the Loan Documents or (ii) enable the Administrative Agent to exercise and this Section 9.10enforce its rights under the Loan Documents with respect to any such pledge and security interest. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by the Borrower or any Guarantor in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.
Appears in 1 contract