Collateral Documents and Guaranties. (a) Each Lender hereby further authorizes Global Agent, on behalf of and for the benefit of Lenders, to be the agent for and representative of Lenders with respect to the Guaranty and the Collateral. Without further written consent or authorization from Lenders, Global Agent shall execute any documents or instruments necessary to (i) release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted hereby, that secures a Real Estate Asset being developed in connection with the incurrence of any Indebtedness permitted pursuant to Section 6.1(l), that secures any Leasehold Property that is being terminated or otherwise abandoned, or to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented or (ii) release any Guarantor from the Guaranty if all of the equity Securities of such Guarantor is sold to any Person (other than an Affiliate of Company) pursuant to Section 7.13 or to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented. 128 (b) Anything contained in any of the Credit Documents to the contrary notwithstanding, Company, Global Agent and each Lender hereby agree that (i) no Lender shall have any right individually to realize upon any of the Collateral or to enforce the Guaranty, it being understood and agreed that all powers, rights and remedies hereunder may be exercised solely by Global Agent for the benefit of Lenders in accordance with the terms hereof, and (ii) in the event of a foreclosure by Global Agent on any of the Collateral pursuant to a public or private sale, Global Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Global Agent, as agent for and representative of Lenders (but not any Lender or Lenders in its or their respective individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by Global Agent at such sale. (c) It is the purpose hereof and the other Credit Documents that there shall be no violation of any law of any jurisdiction denying or restricting the right of banking corporations or associations to transact business as agent or trustee in such jurisdiction. It is recognized that in case of litigation hereunder or any of the other Credit Documents, and in particular in case of the enforcement of any of the Credit Documents, or in case Global Agent deems that by reason of any present or future law of any jurisdiction it may not exercise any of the rights, powers or remedies granted herein or in any of the other Credit Documents or take any other action which may be desirable or necessary in connection therewith, it may be necessary that Global Agent appoint an additional individual or institution as a separate trustee, co-trustee, collateral agent or collateral co-agent (a "Supplemental Collateral Agent''). In the event that Global Agent appoints a Supplemental Collateral Agent with respect to any Collateral, (i) each and every right, power, privilege or duty expressed or intended hereby or any of the other Credit Documents to be exercised by or vested in or conveyed to Global Agent with respect to such Collateral shall be exercisable by and vest in such Supplemental Collateral Agent to the extent, and only to the extent, necessary to enable such Supplemental Collateral Agent to exercise such rights, powers and privileges with respect to such Collateral and to perform such duties with respect to such Collateral, and every covenant and obligation contained in the Credit Documents and necessary to the exercise or performance thereof by such Supplemental Collateral Agent shall run to and be enforceable by either Agent or such Supplemental Collateral Agent, and (ii) the provisions of this Section 9 and of Sections 10.2 and 10.3 that refer to Global Agent shall inure to the benefit of such Supplemental Collateral Agent and all references therein to Global Agent shall be deemed to be references to Global Agent and/or such Supplemental Collateral Agent, as the context may require. Should any instrument in writing from Company or any other Credit Party be required by any Supplemental Collateral Agent so appointed by Global Agent for more fully and certainly vesting in and confirming to him or it such rights, powers, privileges and duties, Company shall, or shall cause such Credit Party to, execute, acknowledge and deliver any and all such instruments promptly upon request by Global Agent. In case any Supplemental Collateral Agent, or a successor thereto, shall die, become incapable of acting, resign or be removed, all the rights, powers, privileges and duties of such Supplemental Collateral Agent, to the extent permitted by law, shall vest in and be exercised by Global Agent until the appointment of a new Supplemental Collateral Agent. 121 129
Appears in 1 contract
Collateral Documents and Guaranties. (a) Each Lender hereby further authorizes Global Administrative Agent, on behalf of and for the benefit of Lenders, to enter into the Intercreditor Agreement and to appoint the Collateral Agent thereunder as agent for and representative of Lenders. Under the terms of the Intercreditor Agreement, the Collateral Agent is authorized to enter into each Collateral Document as secured party and to be the agent for and representative of Lenders with respect Secured Parties under the Subsidiary Guaranty, and each Lender agrees to be bound by the Guaranty terms of the Intercreditor Agreement, each Collateral Document and the CollateralSubsidiary Guaranty. Without Administrative Agent shall not enter into or consent to any material amendment, modification or termination of the Intercreditor Agreement without the prior consent of Requisite Lenders. Each Lender acknowledges that under the terms of the Intercreditor Agreement without further written consent or authorization from Lenders, Global Collateral Agent shall may execute any documents or instruments necessary to (ia) release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted hereby, that secures a Real Estate Asset being developed in connection with the incurrence of any Indebtedness permitted pursuant to Section 6.1(l), that secures any Leasehold Property that is being terminated or otherwise abandoned, by this Agreement or to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented or (iib) release any Subsidiary Guarantor from the Subsidiary Guaranty if all of the equity Securities capital stock of such Subsidiary Guarantor is sold to any Person (other than an Affiliate of Company) pursuant to Section 7.13 a sale or other disposition permitted hereunder or to which Requisite Lenders or Lenders (or such other Lenders as may be required to give such consent under Section 10.5applicable) have otherwise consented. 128
(b) Anything contained in any of the Credit AXEL Loan Documents to the contrary notwithstanding, Company, Global Administrative Agent and each Lender hereby agree that (iX) no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce the Subsidiary Guaranty, it being understood and agreed that all powers, rights and remedies hereunder under the Collateral Documents and the Subsidiary Guaranty may be exercised solely by Global Collateral Agent for the benefit of Lenders Secured Parties in accordance with the terms hereofthereof, and (iiY) in the event of a foreclosure by Global Collateral Agent on any of the Collateral pursuant to a public or private sale, Global Collateral Agent or any Lender Secured Party may be the purchaser of any or all of such Collateral at any such sale and Global Collateral Agent, as agent for and representative of Lenders Secured Parties (but not any Lender Secured Party or Lenders Secured Parties in its or their respective individual capacities AXEL CREDIT AGREEMENT EXECUTION 111 118 unless Requisite Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by Global Collateral Agent at such sale.
(c) It is . The Lenders each further acknowledge and agree that pursuant to the purpose hereof Intercreditor Agreement and the other Credit Documents that there shall be no violation of any law of any jurisdiction denying or restricting Collateral Documents, Collateral Agent will act as the right of banking corporations or associations to transact business as agent or trustee in such jurisdiction. It is recognized that in case of litigation hereunder or any fonde de pouvoir (holder of the other Credit Documents, and in particular in case power of attorney) of the enforcement holders from time to time of Notes issued pursuant hereto to the extent necessary or desirable for the purposes of creating, maintaining or enforcing any Liens or guarantees created or established under any Collateral Documents contemplated hereby to be executed under the laws of the Credit DocumentsProvince of Quebec, Canada including, without limiting the generality of the foregoing, entering into any such Collateral Documents and exercising all or in case Global Agent deems that by reason of any present or future law of any jurisdiction it may not exercise any of the rights, powers powers, trusts or remedies granted herein or in any of duties conferred upon the other Credit Documents or take any other action which may be desirable or necessary in connection therewith, it may be necessary that Global Agent appoint an additional individual or institution as a separate trustee, co-trustee, collateral agent or collateral co-agent (a "Supplemental Collateral Agent''). In the event that Global Agent appoints a Supplemental Collateral Agent with respect to any Collateral, (i) each therein and every right, power, privilege or duty expressed or intended hereby or any of the other Credit Documents to be exercised by or vested in or conveyed to Global Agent with respect to such Collateral shall be exercisable by and vest in such Supplemental Collateral Agent to the extent, and only to the extent, necessary to enable such Supplemental Collateral Agent to exercise such rights, powers and privileges with respect to such Collateral and to perform such duties with respect to such Collateral, and every covenant and obligation contained in the Credit Documents Intercreditor Agreement and necessary to the exercise or performance thereof each holder of Notes by such Supplemental Collateral Agent shall run to receiving and be enforceable by either Agent or such Supplemental Collateral Agent, holding same accepts and (ii) the provisions of this Section 9 and of Sections 10.2 and 10.3 that refer to Global Agent shall inure to the benefit of such Supplemental Collateral Agent and all references therein to Global Agent shall be deemed to be references to Global Agent and/or such Supplemental Collateral Agent, as the context may require. Should any instrument in writing from Company or any other Credit Party be required by any Supplemental Collateral Agent so appointed by Global Agent for more fully and certainly vesting in and confirming to him or it such rights, powers, privileges and duties, Company shall, or shall cause such Credit Party to, execute, acknowledge and deliver any and all such instruments promptly upon request by Global Agent. In case any Supplemental Collateral Agent, or a successor thereto, shall die, become incapable of acting, resign or be removed, all the rights, powers, privileges and duties of such Supplemental Collateral Agent, to the extent permitted by law, shall vest in and be exercised by Global Agent until confirms the appointment of a new Supplemental the Collateral Agent. 121 129Agent as fonde de pouvoir (holder of the power of attorney) of such holder for such purposes.
Appears in 1 contract
Sources: Credit Agreement (JCS Realty Corp)
Collateral Documents and Guaranties. (a) Each Lender hereby further authorizes Global Administrative Agent, on behalf of and for the benefit of Lenders, to enter into each Collateral Document as secured party and to be the agent for and representative of Lenders with respect under each Guaranty, and each Lender agrees to be bound by the terms of each Collateral Document and such Guaranty; provided that Administrative Agent shall not (i) enter into or consent to any material amendment, modification, termination or waiver of any provision contained in any Collateral Document or such Guaranty or (ii) release any Collateral (except as otherwise expressly permitted or required pursuant to the Guaranty and terms of this Agreement or the Collateral. Without applicable Collateral Document), in each case without the prior consent of Requisite Lenders (or, if required pursuant to subsection 10.6, all Lenders); provided further, however, that, without further written consent or authorization from Lenders, Global Administrative Agent shall may execute any documents or instruments necessary to (ia) release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted hereby, that secures a Real Estate Asset being developed in connection with the incurrence of any Indebtedness permitted pursuant to Section 6.1(l), that secures any Leasehold Property that is being terminated or otherwise abandoned, by this Agreement or to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented or (iib) release any Subsidiary Guarantor from the Subsidiary Guaranty if all of the equity Securities capital stock of such Subsidiary Guarantor is sold to any Person (other than an Affiliate of Company) pursuant to Section 7.13 a sale or other disposition permitted hereunder or to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented. 128
(b) Anything contained in any of the Credit Loan Documents to the contrary notwithstanding, Company, Global Administrative Agent and each Lender hereby agree that (iX) no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce the any Guaranty, it being understood and agreed that all powers, rights and remedies hereunder under the Collateral Documents and the Guaranties may be exercised solely by Global Administrative Agent for the benefit of Lenders in accordance with the terms hereofthereof, and (iiY) in the event of a foreclosure by Global Administrative Agent on any of the Collateral pursuant to a public or private sale, Global Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Global Administrative Agent, as agent for and representative of Lenders (but not any Lender or Lenders in its or their respective individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by Global Administrative Agent at such sale.
(c) It is the purpose hereof and the other Credit Documents that there shall be no violation of any law of any jurisdiction denying or restricting the right of banking corporations or associations to transact business as agent or trustee in such jurisdiction. It is recognized that in case of litigation hereunder or any of the other Credit Documents, and in particular in case of the enforcement of any of the Credit Documents, or in case Global Agent deems that by reason of any present or future law of any jurisdiction it may not exercise any of the rights, powers or remedies granted herein or in any of the other Credit Documents or take any other action which may be desirable or necessary in connection therewith, it may be necessary that Global Agent appoint an additional individual or institution as a separate trustee, co-trustee, collateral agent or collateral co-agent (a "Supplemental Collateral Agent''). In the event that Global Agent appoints a Supplemental Collateral Agent with respect to any Collateral, (i) each and every right, power, privilege or duty expressed or intended hereby or any of the other Credit Documents to be exercised by or vested in or conveyed to Global Agent with respect to such Collateral shall be exercisable by and vest in such Supplemental Collateral Agent to the extent, and only to the extent, necessary to enable such Supplemental Collateral Agent to exercise such rights, powers and privileges with respect to such Collateral and to perform such duties with respect to such Collateral, and every covenant and obligation contained in the Credit Documents and necessary to the exercise or performance thereof by such Supplemental Collateral Agent shall run to and be enforceable by either Agent or such Supplemental Collateral Agent, and (ii) the provisions of this Section 9 and of Sections 10.2 and 10.3 that refer to Global Agent shall inure to the benefit of such Supplemental Collateral Agent and all references therein to Global Agent shall be deemed to be references to Global Agent and/or such Supplemental Collateral Agent, as the context may require. Should any instrument in writing from Company or any other Credit Party be required by any Supplemental Collateral Agent so appointed by Global Agent for more fully and certainly vesting in and confirming to him or it such rights, powers, privileges and duties, Company shall, or shall cause such Credit Party to, execute, acknowledge and deliver any and all such instruments promptly upon request by Global Agent. In case any Supplemental Collateral Agent, or a successor thereto, shall die, become incapable of acting, resign or be removed, all the rights, powers, privileges and duties of such Supplemental Collateral Agent, to the extent permitted by law, shall vest in and be exercised by Global Agent until the appointment of a new Supplemental Collateral Agent. 121 129
Appears in 1 contract
Sources: Credit Agreement (Blackbaud Inc)
Collateral Documents and Guaranties. (a) Each Lender hereby further authorizes Global Agent, on behalf of and for the benefit of Lenders, to enter into each Collateral Document as secured party and to be the agent for and representative of Lenders with respect under the Subsidiary Guaranty, and each Lender agrees to be bound by the terms of each Collateral Document and the Subsidiary Guaranty; PROVIDED that Agent shall not (i) enter into or consent to any material amendment, modification, termination or waiver of any provision contained in any Collateral Document or the Subsidiary Guaranty or (ii) release any Collateral (except as otherwise expressly permitted or required pursuant to the Guaranty and terms of this Agreement or the Collateral. Without applicable Collateral Document), in each case without the prior consent of Requisite Lenders (or, if required pursuant to subsection 10.6, all Lenders); PROVIDED FURTHER, HOWEVER, that, without further written consent or authorization from Lenders, Global Agent shall may execute any documents or instruments necessary to (ia) release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted hereby, that secures a Real Estate Asset being developed in connection with the incurrence of any Indebtedness permitted pursuant to Section 6.1(l), that secures any Leasehold Property that is being terminated or otherwise abandoned, by this Agreement or to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented or (iib) release any Subsidiary Guarantor from the Subsidiary Guaranty if all of the equity Securities capital stock of such Subsidiary Guarantor is sold to any Person (other than an Affiliate of Company) pursuant to Section 7.13 a sale or other disposition permitted hereunder or to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented. 128
(b) Anything contained in any of the Credit Loan Documents to the contrary notwithstanding, Company, Global Agent and each Lender hereby agree that (iX) no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce the Subsidiary Guaranty, it being understood and agreed that all powers, rights and remedies hereunder under the Collateral Documents and the Subsidiary Guaranty may be exercised solely by Global Agent for the benefit of Lenders in accordance with the terms hereofthereof, and (iiY) in the event of a foreclosure by Global Agent on any of the Collateral pursuant to a public or private sale, Global Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Global Agent, as agent for and representative of Lenders (but not any Lender or Lenders in its or their respective individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by Global Agent at such sale.
(c) It is the purpose hereof and the other Credit Documents that there shall be no violation of any law of any jurisdiction denying or restricting the right of banking corporations or associations to transact business as agent or trustee in such jurisdiction. It is recognized that in case of litigation hereunder or any of the other Credit Documents, and in particular in case of the enforcement of any of the Credit Documents, or in case Global Agent deems that by reason of any present or future law of any jurisdiction it may not exercise any of the rights, powers or remedies granted herein or in any of the other Credit Documents or take any other action which may be desirable or necessary in connection therewith, it may be necessary that Global Agent appoint an additional individual or institution as a separate trustee, co-trustee, collateral agent or collateral co-agent (a "Supplemental Collateral Agent''). In the event that Global Agent appoints a Supplemental Collateral Agent with respect to any Collateral, (i) each and every right, power, privilege or duty expressed or intended hereby or any of the other Credit Documents to be exercised by or vested in or conveyed to Global Agent with respect to such Collateral shall be exercisable by and vest in such Supplemental Collateral Agent to the extent, and only to the extent, necessary to enable such Supplemental Collateral Agent to exercise such rights, powers and privileges with respect to such Collateral and to perform such duties with respect to such Collateral, and every covenant and obligation contained in the Credit Documents and necessary to the exercise or performance thereof by such Supplemental Collateral Agent shall run to and be enforceable by either Agent or such Supplemental Collateral Agent, and (ii) the provisions of this Section 9 and of Sections 10.2 and 10.3 that refer to Global Agent shall inure to the benefit of such Supplemental Collateral Agent and all references therein to Global Agent shall be deemed to be references to Global Agent and/or such Supplemental Collateral Agent, as the context may require. Should any instrument in writing from Company or any other Credit Party be required by any Supplemental Collateral Agent so appointed by Global Agent for more fully and certainly vesting in and confirming to him or it such rights, powers, privileges and duties, Company shall, or shall cause such Credit Party to, execute, acknowledge and deliver any and all such instruments promptly upon request by Global Agent. In case any Supplemental Collateral Agent, or a successor thereto, shall die, become incapable of acting, resign or be removed, all the rights, powers, privileges and duties of such Supplemental Collateral Agent, to the extent permitted by law, shall vest in and be exercised by Global Agent until the appointment of a new Supplemental Collateral Agent. 121 129
Appears in 1 contract
Collateral Documents and Guaranties. (a) Each Lender hereby further authorizes Global Administrative Agent, on behalf of and for the benefit of Lenders, to enter into each Collateral Document as secured party and to be the agent for and representative of Lenders with respect under the Subsidiary Guaranty, and each Lender agrees to be bound by the terms of each Collateral Document and the Subsidiary Guaranty; provided that Administrative Agent shall not (i) enter into or consent to any material amendment, modification, termination or waiver of any provision contained in any Collateral Document or the Subsidiary Guaranty or (ii) release any Collateral (except as otherwise expressly permitted or required pursuant to the Guaranty and terms of this Agreement or the Collateral. Without applicable Collateral Document), in each case without the prior consent of Requisite Lenders (or, if required pursuant to subsection 9.6, all Lenders); provided further, however, that, without further written consent or authorization from Lenders, Global Administrative Agent shall may execute any documents or instruments necessary to (ia) release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted hereby, that secures a Real Estate Asset being developed in connection with the incurrence of any Indebtedness permitted pursuant to Section 6.1(l), that secures any Leasehold Property that is being terminated or otherwise abandoned, by this Agreement or to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented or (iib) release any Subsidiary Guarantor from the Subsidiary Guaranty if all of the equity Securities Capital Stock of such Subsidiary Guarantor is sold to any Person (other than an Affiliate of Company) pursuant to Section 7.13 a sale or other disposition permitted hereunder or to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented. 128
In the event Collateral is sold in an Asset Sale permitted hereunder or otherwise consented to by Requisite Lenders, Administrative Agent may, without further consent or authorization from Lenders, release the Liens granted under the Collateral Documents on the Collateral that is the subject of such Asset Sale concurrently with the consummation of such Asset Sale; provided that Administrative Agent shall have received (bi) reasonable, and in any event not less than 30 days' prior written notice of such Asset Sale from Company unless a shorter notice period is agreed to by Administrative Agent; (ii) an Officers' Certificate (1) certifying that no Event of Default or Potential Event of Default shall have occurred and be continuing as of the date of such release of Collateral, (2) setting forth a detailed description of the Collateral subject to such Asset Sale, and (3) certifying that such Asset Sale is permitted under this Agreement and that all conditions precedent to such Asset Sale under this Agreement have been met; and (iii) Administrative Agent shall have received all Net Cash Proceeds of Asset Sale, if any, required to be applied to repay Secured Obligations under this Agreement. Upon payment in full of all of the Obligations and termination of the Commitments, Administrative Agent shall release the Liens on such Collateral granted pursuant to the Collateral Documents. Upon any release of Collateral pursuant to the foregoing, Administrative Agent 109 118 shall, at Borrowers' expense, execute and deliver such documents (without recourse or representation or warranty) as reasonably requested to evidence such release. Anything contained in any of the Credit Loan Documents to the contrary notwithstanding, Company, Global Administrative Agent and each Lender hereby agree that (i1) no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce the Subsidiary Guaranty, it being understood and agreed that all powers, rights and remedies hereunder under the Collateral Documents and the Subsidiary Guaranty may be exercised solely by Global Administrative Agent for the benefit of Lenders in accordance with the terms hereofthereof, and (ii2) in the event of a foreclosure by Global Administrative Agent on any of the Collateral pursuant to a public or private sale, Global Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Global Administrative Agent, as agent for and representative of Lenders (but not any Lender or Lenders in its or their respective individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by Global Administrative Agent at such sale.
(c) It is the purpose hereof and the other Credit Documents that there shall be no violation of any law of any jurisdiction denying or restricting the right of banking corporations or associations to transact business as agent or trustee in such jurisdiction. It is recognized that in case of litigation hereunder or any of the other Credit Documents, and in particular in case of the enforcement of any of the Credit Documents, or in case Global Agent deems that by reason of any present or future law of any jurisdiction it may not exercise any of the rights, powers or remedies granted herein or in any of the other Credit Documents or take any other action which may be desirable or necessary in connection therewith, it may be necessary that Global Agent appoint an additional individual or institution as a separate trustee, co-trustee, collateral agent or collateral co-agent (a "Supplemental Collateral Agent''). In the event that Global Agent appoints a Supplemental Collateral Agent with respect to any Collateral, (i) each and every right, power, privilege or duty expressed or intended hereby or any of the other Credit Documents to be exercised by or vested in or conveyed to Global Agent with respect to such Collateral shall be exercisable by and vest in such Supplemental Collateral Agent to the extent, and only to the extent, necessary to enable such Supplemental Collateral Agent to exercise such rights, powers and privileges with respect to such Collateral and to perform such duties with respect to such Collateral, and every covenant and obligation contained in the Credit Documents and necessary to the exercise or performance thereof by such Supplemental Collateral Agent shall run to and be enforceable by either Agent or such Supplemental Collateral Agent, and (ii) the provisions of this Section 9 and of Sections 10.2 and 10.3 that refer to Global Agent shall inure to the benefit of such Supplemental Collateral Agent and all references therein to Global Agent shall be deemed to be references to Global Agent and/or such Supplemental Collateral Agent, as the context may require. Should any instrument in writing from Company or any other Credit Party be required by any Supplemental Collateral Agent so appointed by Global Agent for more fully and certainly vesting in and confirming to him or it such rights, powers, privileges and duties, Company shall, or shall cause such Credit Party to, execute, acknowledge and deliver any and all such instruments promptly upon request by Global Agent. In case any Supplemental Collateral Agent, or a successor thereto, shall die, become incapable of acting, resign or be removed, all the rights, powers, privileges and duties of such Supplemental Collateral Agent, to the extent permitted by law, shall vest in and be exercised by Global Agent until the appointment of a new Supplemental Collateral Agent. 121 129
Appears in 1 contract
Collateral Documents and Guaranties. (a) Each Lender hereby further authorizes Global Administrative Agent, on behalf of and for the benefit of Lenders, to enter into each Collateral Document as secured party and to be the agent for and representative of Lenders with respect under each Guaranty, and each Lender agrees to be bound by the terms of each Collateral Document and the Subsidiary Guaranty; provided that Administrative Agent shall -------- not (i) enter into or consent to any material amendment, modification, termination or waiver of any provision contained in any Collateral Document or the Subsidiary Guaranty or (ii) release any Collateral (except as otherwise expressly permitted or required pursuant to the Guaranty and terms of this Agreement or the Collateral. Without applicable Collateral Document), in each case without the prior consent of Requisite Lenders (or, if required pursuant to subsection 10.6, all Lenders); provided further, however, that, without further written consent or -------- ------- ------- authorization from Lenders, Global Administrative Agent shall may execute any documents or instruments necessary to (ia) release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted hereby, that secures a Real Estate Asset being developed in connection with the incurrence of any Indebtedness permitted pursuant to Section 6.1(l), that secures any Leasehold Property that is being terminated or otherwise abandoned, by this Agreement or to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented or (iib) release any Subsidiary Guarantor from the Subsidiary Guaranty if all of the equity Securities capital stock of such Subsidiary Guarantor is sold to any Person (other than an Affiliate of Company) pursuant to Section 7.13 a sale or other disposition permitted hereunder or to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented. 128
(b) Anything contained in any of the Credit Loan Documents to the contrary notwithstanding, Company, Global Administrative Agent and each Lender hereby agree that (iX) no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce the any Subsidiary Guaranty, it being understood and agreed that all powers, rights and remedies hereunder under the Collateral Documents and the Guaranties may be exercised solely by Global Administrative Agent for the benefit of Lenders in accordance with the terms hereof, thereof; and (iiY) in the event of a foreclosure by Global Administrative Agent on any of the Collateral pursuant to a public or private sale, Global Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Global Administrative Agent, as agent for and representative of Lenders (but not any Lender or Lenders in its or their respective individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by Global Administrative Agent at such sale.
(c) It is the purpose hereof and the other Credit Documents that there shall be no violation of any law of any jurisdiction denying or restricting the right of banking corporations or associations to transact business as agent or trustee in such jurisdiction. It is recognized that in case of litigation hereunder or any of the other Credit Documents, and in particular in case of the enforcement of any of the Credit Documents, or in case Global Agent deems that by reason of any present or future law of any jurisdiction it may not exercise any of the rights, powers or remedies granted herein or in any of the other Credit Documents or take any other action which may be desirable or necessary in connection therewith, it may be necessary that Global Agent appoint an additional individual or institution as a separate trustee, co-trustee, collateral agent or collateral co-agent (a "Supplemental Collateral Agent''). In the event that Global Agent appoints a Supplemental Collateral Agent with respect to any Collateral, (i) each and every right, power, privilege or duty expressed or intended hereby or any of the other Credit Documents to be exercised by or vested in or conveyed to Global Agent with respect to such Collateral shall be exercisable by and vest in such Supplemental Collateral Agent to the extent, and only to the extent, necessary to enable such Supplemental Collateral Agent to exercise such rights, powers and privileges with respect to such Collateral and to perform such duties with respect to such Collateral, and every covenant and obligation contained in the Credit Documents and necessary to the exercise or performance thereof by such Supplemental Collateral Agent shall run to and be enforceable by either Agent or such Supplemental Collateral Agent, and (ii) the provisions of this Section 9 and of Sections 10.2 and 10.3 that refer to Global Agent shall inure to the benefit of such Supplemental Collateral Agent and all references therein to Global Agent shall be deemed to be references to Global Agent and/or such Supplemental Collateral Agent, as the context may require. Should any instrument in writing from Company or any other Credit Party be required by any Supplemental Collateral Agent so appointed by Global Agent for more fully and certainly vesting in and confirming to him or it such rights, powers, privileges and duties, Company shall, or shall cause such Credit Party to, execute, acknowledge and deliver any and all such instruments promptly upon request by Global Agent. In case any Supplemental Collateral Agent, or a successor thereto, shall die, become incapable of acting, resign or be removed, all the rights, powers, privileges and duties of such Supplemental Collateral Agent, to the extent permitted by law, shall vest in and be exercised by Global Agent until the appointment of a new Supplemental Collateral Agent. 121 129
Appears in 1 contract
Sources: Credit Agreement (Digitas Inc)
Collateral Documents and Guaranties. (a) Each Lender hereby further authorizes Global Administrative Agent, on behalf of and for the benefit of Lenders, to enter into each Collateral Document as secured party and to be the agent for and representative of Lenders with respect to the Guaranty and the Collateral, and each Lender agrees to be bound by the terms of each Collateral Document. Without Subject to SECTION 10.5, without further written consent or authorization from Lenders, Global Administrative Agent shall may execute any documents or instruments necessary to (i) release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted hereby, that secures a Real Estate Asset being developed in connection with the incurrence of any Indebtedness permitted pursuant to Section 6.1(l), that secures any Leasehold Property that is being terminated or otherwise abandoned, hereby or to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section SECTION 10.5) have otherwise consented or (ii) release any Subsidiary Guarantor from the Guaranty if all of the equity Securities capital stock of such Subsidiary Guarantor is sold to any Person (other than an Affiliate of Company) pursuant to Section 7.13 a sale or other disposition permitted hereunder or to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section SECTION 10.5) have otherwise consented. 128.
(b) Anything contained in any of the Credit Documents to the contrary notwithstanding, Company, Global Administrative Agent and each Lender hereby agree that (iI) no Lender shall have any right individually to realize upon any of the Collateral or to enforce the Guaranty, it being understood and agreed that all powers, rights and remedies hereunder and under the Collateral Documents may be exercised solely by Global Administrative Agent for the benefit of Lenders in accordance with the terms hereof, and (ii) in the event of a foreclosure by Global Administrative Agent on any of the Collateral pursuant to a public or private sale, Global Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Global Administrative Agent, as agent for and representative 115 122 of Lenders (but not any Lender or Lenders in its or their respective individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by Global Administrative Agent at such sale.
(c) It is the purpose hereof and of the other Credit Documents that there shall be no violation of any law of any jurisdiction denying or restricting the right of banking corporations or associations to transact business as agent or trustee in such jurisdiction. It is recognized that in case of litigation hereunder or under any of the other Credit Documents, and in particular in case of the enforcement of any of the Credit Documents, or in case Global Administrative Agent deems that by reason of any present or future law of any jurisdiction it may not exercise any of the rights, powers or remedies granted herein or in any of the other Credit Documents or take any other action which may be desirable or necessary in connection therewith, it may be necessary that Global Administrative Agent appoint an additional individual or institution as a separate trustee, co-trustee, collateral agent or collateral co-agent (a "Supplemental Collateral Agent''SUPPLEMENTAL COLLATERAL AGENT"). In the event that Global Administrative Agent appoints a Supplemental Collateral Agent with respect to any Collateral, (i) each and every right, power, privilege or duty expressed or intended hereby or by any of the other Credit Documents to be exercised by or vested in or conveyed to Global Administrative Agent with respect to such Collateral shall be exercisable by and vest in such Supplemental Collateral Agent to the extent, and only to the extent, necessary to enable such Supplemental Collateral Agent to exercise such rights, powers and privileges with respect to such Collateral and to perform such duties with respect to such Collateral, and every covenant and obligation contained in the Credit Documents and necessary to the exercise or performance thereof by such Supplemental Collateral Agent shall run to and be enforceable by either Agent or such Supplemental Collateral Agent, and (ii) the provisions of this Section SECTION 9 and of Sections SECTIONS 10.2 and 10.3 that refer to Global Administrative Agent shall inure to the benefit of such Supplemental Collateral Agent and all references therein to Global Administrative Agent shall be deemed to be references to Global Administrative Agent and/or such Supplemental Collateral Agent, as the context may require. Should any instrument in writing from Company or any other Credit Party be required by any Supplemental Collateral Agent so appointed by Global Administrative Agent for more fully and certainly vesting in and confirming to him or it such rights, powers, privileges and duties, Company shall, or shall cause such Credit Party to, execute, acknowledge and deliver any and all such instruments promptly upon request by Global Administrative Agent. In case any Supplemental Collateral Agent, or a successor thereto, shall die, become incapable of acting, resign or be removed, all the rights, powers, privileges and duties of such Supplemental Collateral Agent, to the extent permitted by law, shall vest in and be exercised by Global Administrative Agent until the appointment of a new Supplemental Collateral Agent. 121 129.
Appears in 1 contract
Collateral Documents and Guaranties. (a) Each Lender hereby further authorizes Global Administrative Agent, on behalf of and for the benefit of Lenders, to enter into each Collateral Document as secured party and to be the administrative agent for and representative of Lenders with respect under the Subsidiary Guaranty, and each Lender agrees to be bound by the terms of each Collateral Document and the Subsidiary Guaranty; provided that Administrative Agent shall not (i) enter into or consent to any material amendment, modification, termination or waiver of any provision contained in any Collateral Document or the Subsidiary Guaranty or (ii) release any Collateral (except as otherwise expressly permitted or required pursuant to the Guaranty and terms of this Agreement or the Collateral. Without applicable Collateral Document), in each case without the prior consent of Requisite Lenders (or, if required pursuant to subsection 10.6, all Lenders); provided further, however, that, without further written consent or authorization from Lenders, Global Administrative Agent shall may execute any documents or instruments necessary to (ia) release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted hereby, that secures a Real Estate Asset being developed in connection with the incurrence of any Indebtedness permitted pursuant to Section 6.1(l), that secures any Leasehold Property that is being terminated or otherwise abandoned, by this Agreement or to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented or (iib) release any Subsidiary Guarantor from the Subsidiary Guaranty if all of the equity Securities Capital Stock of such Subsidiary Guarantor is sold to any Person (other than an Affiliate of CompanyBorrower) pursuant to Section 7.13 a sale or other disposition permitted hereunder or to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented. 128
(b) Anything contained in any of the Credit Loan Documents to the contrary notwithstanding, CompanyBorrower, Global Administrative Agent and each Lender hereby agree that (iX) no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce the Subsidiary Guaranty, it being understood and agreed that all powers, rights and remedies hereunder under the Collateral Documents and the Subsidiary Guaranty may be exercised solely by Global Administrative Agent for the benefit of Lenders in accordance with the terms hereofthereof, and (iiY) in the event of a foreclosure by Global Administrative Agent on any of the Collateral pursuant to a public or private sale, Global Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Global Administrative Agent, as administrative agent for and representative of Lenders (but not any Lender or Lenders in its or their respective individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral Collateral payable by Global Administrative Agent at such sale.
(c) It is the purpose hereof and the other Credit Documents that there shall be no violation of any law of any jurisdiction denying or restricting the right of banking corporations or associations to transact business as agent or trustee in such jurisdiction. It is recognized that in case of litigation hereunder or any of the other Credit Documents, and in particular in case of the enforcement of any of the Credit Documents, or in case Global Agent deems that by reason of any present or future law of any jurisdiction it may not exercise any of the rights, powers or remedies granted herein or in any of the other Credit Documents or take any other action which may be desirable or necessary in connection therewith, it may be necessary that Global Agent appoint an additional individual or institution as a separate trustee, co-trustee, collateral agent or collateral co-agent (a "Supplemental Collateral Agent''). In the event that Global Agent appoints a Supplemental Collateral Agent with respect to any Collateral, (i) each and every right, power, privilege or duty expressed or intended hereby or any of the other Credit Documents to be exercised by or vested in or conveyed to Global Agent with respect to such Collateral shall be exercisable by and vest in such Supplemental Collateral Agent to the extent, and only to the extent, necessary to enable such Supplemental Collateral Agent to exercise such rights, powers and privileges with respect to such Collateral and to perform such duties with respect to such Collateral, and every covenant and obligation contained in the Credit Documents and necessary to the exercise or performance thereof by such Supplemental Collateral Agent shall run to and be enforceable by either Agent or such Supplemental Collateral Agent, and (ii) the provisions of this Section 9 and of Sections 10.2 and 10.3 that refer to Global Agent shall inure to the benefit of such Supplemental Collateral Agent and all references therein to Global Agent shall be deemed to be references to Global Agent and/or such Supplemental Collateral Agent, as the context may require. Should any instrument in writing from Company or any other Credit Party be required by any Supplemental Collateral Agent so appointed by Global Agent for more fully and certainly vesting in and confirming to him or it such rights, powers, privileges and duties, Company shall, or shall cause such Credit Party to, execute, acknowledge and deliver any and all such instruments promptly upon request by Global Agent. In case any Supplemental Collateral Agent, or a successor thereto, shall die, become incapable of acting, resign or be removed, all the rights, powers, privileges and duties of such Supplemental Collateral Agent, to the extent permitted by law, shall vest in and be exercised by Global Agent until the appointment of a new Supplemental Collateral Agent. 121 129
Appears in 1 contract
Collateral Documents and Guaranties. (a) Each Lender hereby further authorizes Global Administrative Agent, on behalf of and for the benefit of Lenders, to enter into each Collateral Document as secured party and to be the agent for and representative of Lenders with respect under the Subsidiary Guaranty, and each Lender agrees to be bound by the terms of each Collateral Document and the Subsidiary Guaranty; provided that Administrative Agent shall not (i) enter into or consent to any material amendment, modification, termination or waiver of any provision contained in any Collateral Document or the Subsidiary Guaranty or (ii) release any Collateral (except as otherwise expressly permitted or required pursuant to the Guaranty and terms of this Agreement or the Collateral. Without applicable Collateral Document), in each case without the prior consent of Requisite Lenders (or, if required pursuant to subsection 10.6, all Lenders); provided further, however, that, without further written consent or authorization from Lenders, Global Administrative Agent shall may execute any documents or instruments necessary to 108 109
(ia) release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted hereby, that secures a Real Estate Asset being developed in connection with the incurrence of any Indebtedness permitted pursuant to Section 6.1(l), that secures any Leasehold Property that is being terminated or otherwise abandoned, by this Agreement or to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented or consented, (iib) release any Subsidiary Guarantor from the Subsidiary Guaranty if all of the equity Securities Capital Stock of such Subsidiary Guarantor is sold to any Person (other than an Affiliate of Company) pursuant to Section 7.13 a sale or other disposition permitted hereunder or to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consentedconsented or (c) subordinate the Liens of Administrative Agent, on behalf of Lenders, to any Liens permitted by subsection 7.2. 128
(b) Anything contained in any of the Credit Loan Documents to the contrary notwithstanding, Company, Global Administrative Agent and each Lender hereby agree that (i1) no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce the Subsidiary Guaranty, it being understood and agreed that all powers, rights and remedies hereunder under the Collateral Documents and the Subsidiary Guaranty may be exercised solely by Global Administrative Agent for the benefit of Lenders in accordance with the terms hereofthereof, and (ii2) in the event of a foreclosure by Global Administrative Agent on any of the Collateral pursuant to a public or private sale, Global Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Global Administrative Agent, as agent for and representative of Lenders (but not any Lender or Lenders in its or their respective individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by Global Administrative Agent at such sale.
(c) It is the purpose hereof and the other Credit Documents that there shall be no violation of any law of any jurisdiction denying or restricting the right of banking corporations or associations to transact business as agent or trustee in such jurisdiction. It is recognized that in case of litigation hereunder or any of the other Credit Documents, and in particular in case of the enforcement of any of the Credit Documents, or in case Global Agent deems that by reason of any present or future law of any jurisdiction it may not exercise any of the rights, powers or remedies granted herein or in any of the other Credit Documents or take any other action which may be desirable or necessary in connection therewith, it may be necessary that Global Agent appoint an additional individual or institution as a separate trustee, co-trustee, collateral agent or collateral co-agent (a "Supplemental Collateral Agent''). In the event that Global Agent appoints a Supplemental Collateral Agent with respect to any Collateral, (i) each and every right, power, privilege or duty expressed or intended hereby or any of the other Credit Documents to be exercised by or vested in or conveyed to Global Agent with respect to such Collateral shall be exercisable by and vest in such Supplemental Collateral Agent to the extent, and only to the extent, necessary to enable such Supplemental Collateral Agent to exercise such rights, powers and privileges with respect to such Collateral and to perform such duties with respect to such Collateral, and every covenant and obligation contained in the Credit Documents and necessary to the exercise or performance thereof by such Supplemental Collateral Agent shall run to and be enforceable by either Agent or such Supplemental Collateral Agent, and (ii) the provisions of this Section 9 and of Sections 10.2 and 10.3 that refer to Global Agent shall inure to the benefit of such Supplemental Collateral Agent and all references therein to Global Agent shall be deemed to be references to Global Agent and/or such Supplemental Collateral Agent, as the context may require. Should any instrument in writing from Company or any other Credit Party be required by any Supplemental Collateral Agent so appointed by Global Agent for more fully and certainly vesting in and confirming to him or it such rights, powers, privileges and duties, Company shall, or shall cause such Credit Party to, execute, acknowledge and deliver any and all such instruments promptly upon request by Global Agent. In case any Supplemental Collateral Agent, or a successor thereto, shall die, become incapable of acting, resign or be removed, all the rights, powers, privileges and duties of such Supplemental Collateral Agent, to the extent permitted by law, shall vest in and be exercised by Global Agent until the appointment of a new Supplemental Collateral Agent. 121 129
Appears in 1 contract
Collateral Documents and Guaranties. (a) Each Lender hereby further authorizes Global Administrative Agent, on behalf of and for the benefit of Lenders, to enter into each Collateral Document as secured party and to be the agent for and representative of Lenders with respect under the Subsidiary Guaranty, and each Lender agrees to be bound by the terms of each Collateral Document and the Subsidiary Guaranty; provided that Administrative Agent shall not (i) enter into or consent to any material amendment, modification, termination or waiver of any provision contained in any Collateral Document or the Subsidiary Guaranty or (ii) release any Collateral (except as otherwise expressly permitted or required pursuant to the Guaranty and terms of this Agreement or the Collateral. Without applicable Collateral Document), in each case without the prior consent of Requisite Lenders (or, if required pursuant to subsection 10.6, all Lenders); provided further, however, that, without further written consent or authorization from Lenders, Global Administrative Agent shall may execute any documents or instruments necessary to (ia) release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted hereby, that secures a Real Estate Asset being developed in connection with the incurrence of any Indebtedness permitted pursuant to Section 6.1(l), that secures any Leasehold Property that is being terminated or otherwise abandoned, by this Agreement or to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented or consented, (iib) release any Subsidiary Guarantor from the Subsidiary Guaranty if all of the equity Securities Capital Stock of such Subsidiary Guarantor is sold to any Person (other than an Affiliate of Company) pursuant to Section 7.13 a sale or other disposition permitted hereunder or to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consentedconsented or (c) subordinate the Liens of Administrative Agent, on behalf of Lenders, to any Liens permitted by subsection 7.2A which are permitted under this Agreement to be senior to such Liens of Administrative Agent. 128
(b) Anything contained in any of the Credit Loan Documents to the contrary notwithstanding, Companyeach Borrower, Global Administrative Agent and each Lender hereby agree that (i1) no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce the Subsidiary Guaranty, it being understood and agreed that all powers, rights and remedies hereunder under the Collateral Documents and the Subsidiary Guaranty may be exercised solely by Global Administrative Agent for the benefit of Lenders in accordance with the terms hereofthereof, and (ii2) in the event of a foreclosure by Global Administrative Agent on any of the Collateral pursuant to a public or private sale, Global Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Global Administrative Agent, as agent for and representative of Lenders (but not any Lender or Lenders in its or their respective individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral Collateral payable by Global Administrative Agent at such sale.
(c) It is the purpose hereof and the other Credit Documents that there shall be no violation of any law of any jurisdiction denying or restricting the right of banking corporations or associations to transact business as agent or trustee in such jurisdiction. It is recognized that in case of litigation hereunder or any of the other Credit Documents, and in particular in case of the enforcement of any of the Credit Documents, or in case Global Agent deems that by reason of any present or future law of any jurisdiction it may not exercise any of the rights, powers or remedies granted herein or in any of the other Credit Documents or take any other action which may be desirable or necessary in connection therewith, it may be necessary that Global Agent appoint an additional individual or institution as a separate trustee, co-trustee, collateral agent or collateral co-agent (a "Supplemental Collateral Agent''). In the event that Global Agent appoints a Supplemental Collateral Agent with respect to any Collateral, (i) each and every right, power, privilege or duty expressed or intended hereby or any of the other Credit Documents to be exercised by or vested in or conveyed to Global Agent with respect to such Collateral shall be exercisable by and vest in such Supplemental Collateral Agent to the extent, and only to the extent, necessary to enable such Supplemental Collateral Agent to exercise such rights, powers and privileges with respect to such Collateral and to perform such duties with respect to such Collateral, and every covenant and obligation contained in the Credit Documents and necessary to the exercise or performance thereof by such Supplemental Collateral Agent shall run to and be enforceable by either Agent or such Supplemental Collateral Agent, and (ii) the provisions of this Section 9 and of Sections 10.2 and 10.3 that refer to Global Agent shall inure to the benefit of such Supplemental Collateral Agent and all references therein to Global Agent shall be deemed to be references to Global Agent and/or such Supplemental Collateral Agent, as the context may require. Should any instrument in writing from Company or any other Credit Party be required by any Supplemental Collateral Agent so appointed by Global Agent for more fully and certainly vesting in and confirming to him or it such rights, powers, privileges and duties, Company shall, or shall cause such Credit Party to, execute, acknowledge and deliver any and all such instruments promptly upon request by Global Agent. In case any Supplemental Collateral Agent, or a successor thereto, shall die, become incapable of acting, resign or be removed, all the rights, powers, privileges and duties of such Supplemental Collateral Agent, to the extent permitted by law, shall vest in and be exercised by Global Agent until the appointment of a new Supplemental Collateral Agent. 121 129
Appears in 1 contract
Sources: Debtor in Possession Credit Agreement (Covanta Energy Corp)
Collateral Documents and Guaranties. (a) Each Lender hereby further authorizes Global Administrative Agent, on behalf of and for the benefit of Lenders, to enter into each Collateral Document as secured party and to be the agent Administrative Agent for and representative of Lenders with respect under the Guaranties, and each Lender agrees to be bound by the terms of each Collateral Document and the Guaranties; provided that Administrative Agent shall not (i) enter into or consent to any material amendment, modification, termination or waiver of any provision contained in any Collateral Document or the Guaranties or (ii) release any Collateral (except as otherwise expressly permitted or required pursuant to the Guaranty and terms of this Agreement or the Collateral. Without applicable Collateral Document), in each case without the prior consent of Requisite Lenders (or, if required pursuant to subsection 11.6, all Lenders); provided further, however, that, without further written consent or authorization from Lenders, Global Administrative Agent shall may execute any documents or instruments necessary to (ia) release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted hereby, that secures a Real Estate Asset being developed in connection with the incurrence of any Indebtedness permitted pursuant to Section 6.1(l), that secures any Leasehold Property that is being terminated or otherwise abandoned, by this Agreement or to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented or (iib) release any Subsidiary Guarantor from the Subsidiary Guaranty if all of the equity Securities capital stock of such Subsidiary Guarantor is sold to any Person (other than an Affiliate of CompanyHoldings or Borrower) pursuant to Section 7.13 a sale or other disposition permitted hereunder or to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented. 128
(b) Anything contained in any of the Credit Loan Documents to the contrary notwithstanding, CompanyHoldings, Global Borrower, Administrative Agent and each Lender hereby agree that (iX) no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce the any Guaranty, it being understood and agreed that all powers, rights and remedies hereunder under the Collateral Documents and the Guaranties may be exercised solely by Global Administrative Agent for the benefit of Lenders in accordance with the terms hereofthereof, and (iiY) in the event of a foreclosure by Global Administrative Agent on any of the Collateral pursuant to a public or private sale, Global Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Global Administrative Agent, as agent Administrative Agent for and representative of Lenders (but not any Lender or Lenders in its or their respective individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral Collateral payable by Global Administrative Agent at such sale.
(c) It is the purpose hereof and the other Credit Documents that there shall be no violation of any law of any jurisdiction denying or restricting the right of banking corporations or associations to transact business as agent or trustee in such jurisdiction. It is recognized that in case of litigation hereunder or any of the other Credit Documents, and in particular in case of the enforcement of any of the Credit Documents, or in case Global Agent deems that by reason of any present or future law of any jurisdiction it may not exercise any of the rights, powers or remedies granted herein or in any of the other Credit Documents or take any other action which may be desirable or necessary in connection therewith, it may be necessary that Global Agent appoint an additional individual or institution as a separate trustee, co-trustee, collateral agent or collateral co-agent (a "Supplemental Collateral Agent''). In the event that Global Agent appoints a Supplemental Collateral Agent with respect to any Collateral, (i) each and every right, power, privilege or duty expressed or intended hereby or any of the other Credit Documents to be exercised by or vested in or conveyed to Global Agent with respect to such Collateral shall be exercisable by and vest in such Supplemental Collateral Agent to the extent, and only to the extent, necessary to enable such Supplemental Collateral Agent to exercise such rights, powers and privileges with respect to such Collateral and to perform such duties with respect to such Collateral, and every covenant and obligation contained in the Credit Documents and necessary to the exercise or performance thereof by such Supplemental Collateral Agent shall run to and be enforceable by either Agent or such Supplemental Collateral Agent, and (ii) the provisions of this Section 9 and of Sections 10.2 and 10.3 that refer to Global Agent shall inure to the benefit of such Supplemental Collateral Agent and all references therein to Global Agent shall be deemed to be references to Global Agent and/or such Supplemental Collateral Agent, as the context may require. Should any instrument in writing from Company or any other Credit Party be required by any Supplemental Collateral Agent so appointed by Global Agent for more fully and certainly vesting in and confirming to him or it such rights, powers, privileges and duties, Company shall, or shall cause such Credit Party to, execute, acknowledge and deliver any and all such instruments promptly upon request by Global Agent. In case any Supplemental Collateral Agent, or a successor thereto, shall die, become incapable of acting, resign or be removed, all the rights, powers, privileges and duties of such Supplemental Collateral Agent, to the extent permitted by law, shall vest in and be exercised by Global Agent until the appointment of a new Supplemental Collateral Agent. 121 129
Appears in 1 contract
Collateral Documents and Guaranties. (a) Each Lender hereby further authorizes Global Administrative Agent, on behalf of and for the benefit of Lenders, to enter into each Collateral Document as secured party and to be the agent for and representative of Lenders with respect under the Subsidiary Guaranty, and each Lender agrees to be bound by the terms of each Collateral Document and the Subsidiary Guaranty; provided that Administrative -------- Agent shall not (i) enter into or consent to any material amendment, modification, termination or waiver of any provision contained in any Collateral Document or the Subsidiary Guaranty or (ii) release any Collateral (except as otherwise expressly permitted or required pursuant to the Guaranty and terms of this Agreement or the Collateral. Without applicable Collateral Document), in each case without the prior consent of Requisite Lenders (or, if required pursuant to subsection 10.6, all Lenders); provided further, however, that, without further written consent or -------- ------- ------- authorization from Lenders, Global Administrative Agent shall may execute any documents or instruments necessary to (ia) release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted hereby, that secures a Real Estate Asset being developed in connection with the incurrence of any Indebtedness permitted pursuant to Section 6.1(l), that secures any Leasehold Property that is being terminated or otherwise abandoned, by this Agreement or to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented or (iib) release any Subsidiary Guarantor from the Subsidiary Guaranty if all of the equity Securities Capital Stock of such Subsidiary Guarantor is sold to any Person (other than an Affiliate of 131 Company) pursuant to Section 7.13 a sale or other disposition permitted hereunder or to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented. 128
(b) Anything contained in any of the Credit Loan Documents to the contrary notwithstanding, Company, Global Administrative Agent and each Lender hereby agree that (i1) no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce the Subsidiary Guaranty, it being understood and agreed that all powers, rights and remedies hereunder under the Collateral Documents and the Subsidiary Guaranty may be exercised solely by Global Administrative Agent for the benefit of Lenders in accordance with the terms hereofthereof, and (ii2) in the event of a foreclosure by Global Administrative Agent on any of the Collateral pursuant to a public or private sale, Global Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Global Administrative Agent, as agent for and representative of Lenders (but not any Lender or Lenders in its or their respective individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by Global Administrative Agent at such sale.
(c) It is the purpose hereof and the other Credit Documents that there shall be no violation of any law of any jurisdiction denying or restricting the right of banking corporations or associations to transact business as agent or trustee in such jurisdiction. It is recognized that in case of litigation hereunder or any of the other Credit Documents, and in particular in case of the enforcement of any of the Credit Documents, or in case Global Agent deems that by reason of any present or future law of any jurisdiction it may not exercise any of the rights, powers or remedies granted herein or in any of the other Credit Documents or take any other action which may be desirable or necessary in connection therewith, it may be necessary that Global Agent appoint an additional individual or institution as a separate trustee, co-trustee, collateral agent or collateral co-agent (a "Supplemental Collateral Agent''). In the event that Global Agent appoints a Supplemental Collateral Agent with respect to any Collateral, (i) each and every right, power, privilege or duty expressed or intended hereby or any of the other Credit Documents to be exercised by or vested in or conveyed to Global Agent with respect to such Collateral shall be exercisable by and vest in such Supplemental Collateral Agent to the extent, and only to the extent, necessary to enable such Supplemental Collateral Agent to exercise such rights, powers and privileges with respect to such Collateral and to perform such duties with respect to such Collateral, and every covenant and obligation contained in the Credit Documents and necessary to the exercise or performance thereof by such Supplemental Collateral Agent shall run to and be enforceable by either Agent or such Supplemental Collateral Agent, and (ii) the provisions of this Section 9 and of Sections 10.2 and 10.3 that refer to Global Agent shall inure to the benefit of such Supplemental Collateral Agent and all references therein to Global Agent shall be deemed to be references to Global Agent and/or such Supplemental Collateral Agent, as the context may require. Should any instrument in writing from Company or any other Credit Party be required by any Supplemental Collateral Agent so appointed by Global Agent for more fully and certainly vesting in and confirming to him or it such rights, powers, privileges and duties, Company shall, or shall cause such Credit Party to, execute, acknowledge and deliver any and all such instruments promptly upon request by Global Agent. In case any Supplemental Collateral Agent, or a successor thereto, shall die, become incapable of acting, resign or be removed, all the rights, powers, privileges and duties of such Supplemental Collateral Agent, to the extent permitted by law, shall vest in and be exercised by Global Agent until the appointment of a new Supplemental Collateral Agent. 121 129
Appears in 1 contract
Sources: Credit Agreement (Urs Corp /New/)
Collateral Documents and Guaranties. (a) Each Lender hereby further authorizes Global Administrative Agent, on behalf of and for the benefit of Lenders, to enter into each Collateral Document as secured party and to be the agent for and representative of Lenders with respect under each Guaranty and each Lender agrees to be bound by the terms of each Collateral Document and Guaranty; PROVIDED that Administrative Agent shall not (i) enter into or consent to any material amendment, modification, termination or waiver of any provision contained in any Collateral Document or Guaranty or (ii) release any Collateral (except as otherwise expressly permitted or required pursuant to the Guaranty and terms of this Agreement or the Collateral. Without applicable Collateral Document), in each case without the prior consent of Requisite Lenders (or, if required pursuant to subsection 10.6, all Lenders); PROVIDED FURTHER, HOWEVER, that, without further written consent or authorization from Lenders, Global Administrative Agent shall may execute any documents or instruments necessary to (ia) release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted hereby, that secures a Real Estate Asset being developed in connection with the incurrence of any Indebtedness permitted pursuant to Section 6.1(l), that secures any Leasehold Property that is being terminated or otherwise abandoned, by this Agreement or to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented or (iib) release any Subsidiary Guarantor from the Subsidiary Guaranty if all of the equity Securities capital stock of such Subsidiary Guarantor is sold to any Person (other than an Affiliate of Company) pursuant to Section 7.13 a sale or other disposition permitted hereunder or to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented. 128
(b) Anything contained in any of the Credit Loan Documents to the contrary notwithstanding, Company, Global Administrative Agent and each Lender hereby agree that (ix) no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce the any Guaranty, it being understood and agreed that all powers, rights and remedies hereunder under the Collateral Documents and the Guaranties may be exercised solely by Global Administrative Agent for the benefit of Lenders in accordance with the terms hereofthereof, and (iiy) in the event of a foreclosure by Global Administrative Agent on any of the Collateral pursuant to a public or private sale, Global Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Global Administrative Agent, as agent for and representative of Lenders (but not any Lender or Lenders in its or their respective individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by Global Administrative Agent at such sale.
(c) It is the purpose hereof and the other Credit Documents that there shall be no violation of any law of any jurisdiction denying or restricting the right of banking corporations or associations to transact business as agent or trustee in such jurisdiction. It is recognized that in case of litigation hereunder or any of the other Credit Documents, and in particular in case of the enforcement of any of the Credit Documents, or in case Global Agent deems that by reason of any present or future law of any jurisdiction it may not exercise any of the rights, powers or remedies granted herein or in any of the other Credit Documents or take any other action which may be desirable or necessary in connection therewith, it may be necessary that Global Agent appoint an additional individual or institution as a separate trustee, co-trustee, collateral agent or collateral co-agent (a "Supplemental Collateral Agent''). In the event that Global Agent appoints a Supplemental Collateral Agent with respect to any Collateral, (i) each and every right, power, privilege or duty expressed or intended hereby or any of the other Credit Documents to be exercised by or vested in or conveyed to Global Agent with respect to such Collateral shall be exercisable by and vest in such Supplemental Collateral Agent to the extent, and only to the extent, necessary to enable such Supplemental Collateral Agent to exercise such rights, powers and privileges with respect to such Collateral and to perform such duties with respect to such Collateral, and every covenant and obligation contained in the Credit Documents and necessary to the exercise or performance thereof by such Supplemental Collateral Agent shall run to and be enforceable by either Agent or such Supplemental Collateral Agent, and (ii) the provisions of this Section 9 and of Sections 10.2 and 10.3 that refer to Global Agent shall inure to the benefit of such Supplemental Collateral Agent and all references therein to Global Agent shall be deemed to be references to Global Agent and/or such Supplemental Collateral Agent, as the context may require. Should any instrument in writing from Company or any other Credit Party be required by any Supplemental Collateral Agent so appointed by Global Agent for more fully and certainly vesting in and confirming to him or it such rights, powers, privileges and duties, Company shall, or shall cause such Credit Party to, execute, acknowledge and deliver any and all such instruments promptly upon request by Global Agent. In case any Supplemental Collateral Agent, or a successor thereto, shall die, become incapable of acting, resign or be removed, all the rights, powers, privileges and duties of such Supplemental Collateral Agent, to the extent permitted by law, shall vest in and be exercised by Global Agent until the appointment of a new Supplemental Collateral Agent. 121 129134
Appears in 1 contract
Collateral Documents and Guaranties. (a) Each Lender hereby further authorizes Global Administrative Agent, on behalf of and for the benefit of Lenders, to enter into each Collateral Document as secured party and to be the agent -107- 115 for and representative of Lenders with respect under the Subsidiary Guaranty, and each Lender agrees to be bound by the terms of each Collateral Document and the Subsidiary Guaranty; provided that Administrative Agent shall not (i) enter into or consent to any material amendment, modification, termination or waiver of any provision contained in any Collateral Document or the Subsidiary Guaranty or (ii) release any Collateral (except as otherwise expressly permitted or required pursuant to the Guaranty and terms of this Agreement or the Collateral. Without applicable Collateral Document), in each case without the prior consent of Requisite Lenders (or, if required pursuant to subsection 10.6, all Lenders); provided further, however, that, without further written consent or authorization from Lenders, Global Administrative Agent shall may execute any documents or instruments necessary to (ia) release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted hereby, that secures a Real Estate Asset being developed in connection with the incurrence of any Indebtedness permitted pursuant to Section 6.1(l), that secures any Leasehold Property that is being terminated or otherwise abandoned, by this Agreement or to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented or (iib) release any Subsidiary Guarantor from the Subsidiary Guaranty if all of the equity Securities capital stock of such Subsidiary Guarantor is sold to any Person (other than an Affiliate of Company) pursuant to Section 7.13 a sale or other disposition permitted hereunder or to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented. 128
Upon payment in full of all of the Obligations, all outstanding Letters of Credit being terminated or returned for cancellation and termination of the Commitments, Administrative Agent shall release the Liens on such Collateral granted pursuant to the Collateral Documents. Upon any release of Collateral pursuant to the foregoing, Administrative Agent shall, at Borrowers' expense, execute and deliver such documents (bwithout recourse or representation or warranty) as reasonably requested to evidence such release. Anything contained in any of the Credit Loan Documents to the contrary notwithstanding, Company, Global Administrative Agent and each Lender hereby agree that (i1) no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce the Subsidiary Guaranty, it being understood and agreed that all powers, rights and remedies hereunder under the Collateral Documents and the Subsidiary Guaranty may be exercised solely by Global Administrative Agent for the benefit of Lenders in accordance with the terms hereofthereof, and (ii2) in the event of a foreclosure by Global Administrative Agent on any of the Collateral pursuant to a public or private sale, Global Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Global Administrative Agent, as agent for and representative of Lenders (but not any Lender or Lenders in its or their respective individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by Global Administrative Agent at such sale.
(c) It is the purpose hereof and the other Credit Documents that there shall be no violation of any law of any jurisdiction denying or restricting the right of banking corporations or associations to transact business as agent or trustee in such jurisdiction. It is recognized that in case of litigation hereunder or any of the other Credit Documents, and in particular in case of the enforcement of any of the Credit Documents, or in case Global Agent deems that by reason of any present or future law of any jurisdiction it may not exercise any of the rights, powers or remedies granted herein or in any of the other Credit Documents or take any other action which may be desirable or necessary in connection therewith, it may be necessary that Global Agent appoint an additional individual or institution as a separate trustee, co-trustee, collateral agent or collateral co-agent (a "Supplemental Collateral Agent''). In the event that Global Agent appoints a Supplemental Collateral Agent with respect to any Collateral, (i) each and every right, power, privilege or duty expressed or intended hereby or any of the other Credit Documents to be exercised by or vested in or conveyed to Global Agent with respect to such Collateral shall be exercisable by and vest in such Supplemental Collateral Agent to the extent, and only to the extent, necessary to enable such Supplemental Collateral Agent to exercise such rights, powers and privileges with respect to such Collateral and to perform such duties with respect to such Collateral, and every covenant and obligation contained in the Credit Documents and necessary to the exercise or performance thereof by such Supplemental Collateral Agent shall run to and be enforceable by either Agent or such Supplemental Collateral Agent, and (ii) the provisions of this Section 9 and of Sections 10.2 and 10.3 that refer to Global Agent shall inure to the benefit of such Supplemental Collateral Agent and all references therein to Global Agent shall be deemed to be references to Global Agent and/or such Supplemental Collateral Agent, as the context may require. Should any instrument in writing from Company or any other Credit Party be required by any Supplemental Collateral Agent so appointed by Global Agent for more fully and certainly vesting in and confirming to him or it such rights, powers, privileges and duties, Company shall, or shall cause such Credit Party to, execute, acknowledge and deliver any and all such instruments promptly upon request by Global Agent. In case any Supplemental Collateral Agent, or a successor thereto, shall die, become incapable of acting, resign or be removed, all the rights, powers, privileges and duties of such Supplemental Collateral Agent, to the extent permitted by law, shall vest in and be exercised by Global Agent until the appointment of a new Supplemental Collateral Agent. 121 129
Appears in 1 contract
Sources: Credit Agreement (Zilog Inc)
Collateral Documents and Guaranties. (a) Each Lender hereby further authorizes Global Administrative Agent, on behalf of and for the benefit of Lenders, to enter into the Intercreditor Agreement and to appoint the Collateral Agent thereunder as agent for and representative of Lenders. Under the terms of the Intercreditor Agreement, the Collateral Agent is authorized to enter into each Collateral Document as secured party and to be the agent for and representative of Lenders with respect Secured Parties under the Subsidiary Guaranty, and each Lender agrees to be bound by the Guaranty terms of the Intercreditor Agreement, each Collateral Document and the CollateralSubsidiary Guaranty. Without Administrative Agent shall not enter into or consent to any material amendment, modification or termination of the Intercreditor Agreement without the prior consent of Requisite Lenders. Each Lender acknowledges that under the terms of the Intercreditor Agreement without further written consent or authorization from Lenders, Global Collateral Agent shall may execute any documents or instruments necessary to (ia) release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted hereby, that secures a Real Estate Asset being developed in connection with the incurrence of any Indebtedness permitted pursuant to Section 6.1(l), that secures any Leasehold Property that is being terminated or otherwise abandoned, by this Agreement or to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented or (iib) release any Subsidiary Guarantor from the Subsidiary Guaranty if all of the equity Securities capital stock of such Subsidiary Guarantor is sold to any Person (other than an Affiliate of Company) pursuant to Section 7.13 a sale or other disposition permitted hereunder or to which Requisite Lenders or Lenders (or such other Lenders as may be required to give such consent under Section 10.5applicable) have otherwise consented. 128
(b) Anything contained in any of the Credit AXEL Loan Documents to the contrary notwithstanding, Company, Global Administrative Agent and each Lender hereby agree that (iX) no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce the Subsidiary Guaranty, it being understood and agreed that all powers, rights and remedies hereunder under the Collateral Documents and the Subsidiary Guaranty may be exercised solely by Global Collateral Agent for the benefit of Lenders Secured Parties in accordance with the terms hereofthereof, and (iiY) in the event of a foreclosure by Global Collateral Agent on any of the Collateral pursuant to a public or private sale, Global Collateral Agent or any Lender Secured Party may be the purchaser of any or all of such Collateral at any such sale and Global Collateral Agent, as agent for and representative of Lenders Secured Parties (but not any Lender Secured Party or Lenders Secured Parties in its or their respective individual capacities 118 unless Requisite Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by Global Collateral Agent at such sale.
(c) It is . The Lenders each further acknowledge and agree that pursuant to the purpose hereof Intercreditor Agreement and the other Credit Documents that there shall be no violation of any law of any jurisdiction denying or restricting Collateral Documents, Collateral Agent will act as the right of banking corporations or associations to transact business as agent or trustee in such jurisdiction. It is recognized that in case of litigation hereunder or any fonde de pouvoir (holder of the other Credit Documents, and in particular in case power of attorney) of the enforcement holders from time to time of Notes issued pursuant hereto to the extent necessary or desirable for the purposes of creating, maintaining or enforcing any Liens or guarantees created or established under any Collateral Documents contemplated hereby to be executed under the laws of the Credit DocumentsProvince of Quebec, Canada including, without limiting the generality of the foregoing, entering into any such Collateral Documents and exercising all or in case Global Agent deems that by reason of any present or future law of any jurisdiction it may not exercise any of the rights, powers powers, trusts or remedies granted herein or in any of duties conferred upon the other Credit Documents or take any other action which may be desirable or necessary in connection therewith, it may be necessary that Global Agent appoint an additional individual or institution as a separate trustee, co-trustee, collateral agent or collateral co-agent (a "Supplemental Collateral Agent''). In the event that Global Agent appoints a Supplemental Collateral Agent with respect to any Collateral, (i) each therein and every right, power, privilege or duty expressed or intended hereby or any of the other Credit Documents to be exercised by or vested in or conveyed to Global Agent with respect to such Collateral shall be exercisable by and vest in such Supplemental Collateral Agent to the extent, and only to the extent, necessary to enable such Supplemental Collateral Agent to exercise such rights, powers and privileges with respect to such Collateral and to perform such duties with respect to such Collateral, and every covenant and obligation contained in the Credit Documents Intercreditor Agreement and necessary to the exercise or performance thereof each holder of Notes by such Supplemental Collateral Agent shall run to receiving and be enforceable by either Agent or such Supplemental Collateral Agent, holding same accepts and (ii) the provisions of this Section 9 and of Sections 10.2 and 10.3 that refer to Global Agent shall inure to the benefit of such Supplemental Collateral Agent and all references therein to Global Agent shall be deemed to be references to Global Agent and/or such Supplemental Collateral Agent, as the context may require. Should any instrument in writing from Company or any other Credit Party be required by any Supplemental Collateral Agent so appointed by Global Agent for more fully and certainly vesting in and confirming to him or it such rights, powers, privileges and duties, Company shall, or shall cause such Credit Party to, execute, acknowledge and deliver any and all such instruments promptly upon request by Global Agent. In case any Supplemental Collateral Agent, or a successor thereto, shall die, become incapable of acting, resign or be removed, all the rights, powers, privileges and duties of such Supplemental Collateral Agent, to the extent permitted by law, shall vest in and be exercised by Global Agent until confirms the appointment of a new Supplemental the Collateral Agent. 121 129Agent as fonde de pouvoir (holder of the power of attorney) of such holder for such purposes.
Appears in 1 contract
Collateral Documents and Guaranties. (a) Each Lender hereby further authorizes Global Administrative Agent, on behalf of and for the benefit of Lenders, to enter into the Intercreditor Agreement and to appoint the Collateral Agent thereunder as agent for and representative of Lenders. Under the terms of the Intercreditor Agreement the Collateral Agent is authorized to enter into each Collateral Document as secured party and to be the agent for and representative of Lenders with respect Secured Parties under the Subsidiary Guaranty, and each Lender agrees to be bound by the Guaranty terms of the Intercreditor Agreement, each Collateral Document and the CollateralSubsidiary Guaranty. Without Administrative Agent shall not enter into or consent to any material amendment, modification or termination of the Intercreditor Agreement without the prior consent of Requisite Lenders. Each Lender acknowledges that under the terms of the Intercreditor Agreement without further written consent or authorization from Lenders, Global Collateral Agent shall may execute any documents or instruments necessary to (ia) release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted hereby, that secures a Real Estate Asset being developed in connection with the incurrence of any Indebtedness permitted pursuant to Section 6.1(l), that secures any Leasehold Property that is being terminated or otherwise abandoned, by this Agreement or to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented or (iib) release any Subsidiary Guarantor from the Subsidiary Guaranty if all of the equity Securities capital stock of such Subsidiary Guarantor is sold to any Person (other than an Affiliate of Company) pursuant to Section 7.13 a sale or other disposition permitted hereunder or to which Requisite Lenders or Lenders (or such other Lenders as may be required to give such consent under Section 10.5applicable) have otherwise consented. 128
(b) Anything contained in any of the Credit Revolving Loan Documents to the contrary notwithstanding, Company, Global Administrative Agent and each Lender hereby agree that (iX) no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce the Subsidiary Guaranty, it being understood and agreed that all powers, rights and remedies hereunder under the Collateral Documents and the Subsidiary Guaranty may be exercised solely by Global Collateral Agent for the benefit of Lenders Secured Parties in accordance with the terms hereofthereof, and (iiY) in the event of a foreclosure by Global Collateral Agent on any of the Collateral pursuant to a public or private sale, Global Collateral Agent or any Lender Secured Party may be the purchaser of any or all of such Collateral at any such sale and Global Collateral Agent, as agent for and representative of Lenders Secured Parties (but not any Lender Secured Party or Lenders Secured Parties in its or their respective individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by Global Collateral Agent at such sale.
(c) It is . The Lenders each further acknowledge and agree that pursuant to the purpose hereof Intercreditor Agreement and the other Credit Documents that there shall be no violation of any law of any jurisdiction denying or restricting Collateral Documents, Collateral Agent will act as the right of banking corporations or associations to transact business as agent or trustee in such jurisdiction. It is recognized that in case of litigation hereunder or any fonde de pouvoir (holder of the other Credit Documents, and in particular in case power of attorney) of the enforcement holders from time to time of Notes issued pursuant hereto to the extent necessary or desirable for the purposes of creating, maintaining or enforcing any Liens or guarantees created or established under any Collateral Documents contemplated hereby to be executed under the laws of the Credit DocumentsProvince of Quebec, Canada including, without limiting the generality of the foregoing, entering into any such Collateral Documents and exercising all or in case Global Agent deems that by reason of any present or future law of any jurisdiction it may not exercise any of the rights, powers powers, trusts or remedies granted herein or in any of duties conferred upon the other Credit Documents or take any other action which may be desirable or necessary in connection therewith, it may be necessary that Global Agent appoint an additional individual or institution as a separate trustee, co-trustee, collateral agent or collateral co-agent (a "Supplemental Collateral Agent''). In the event that Global Agent appoints a Supplemental Collateral Agent with respect to any Collateral, (i) each therein and every right, power, privilege or duty expressed or intended hereby or any of the other Credit Documents to be exercised by or vested in or conveyed to Global Agent with respect to such Collateral shall be exercisable by and vest in such Supplemental Collateral Agent to the extent, and only to the extent, necessary to enable such Supplemental Collateral Agent to exercise such rights, powers and privileges with respect to such Collateral and to perform such duties with respect to such Collateral, and every covenant and obligation contained in the Credit Documents Intercreditor Agreement and necessary to the exercise or performance thereof each holder of Notes by such Supplemental Collateral Agent shall run to receiving and be enforceable by either Agent or such Supplemental Collateral Agent, holding same accepts and (ii) the provisions of this Section 9 and of Sections 10.2 and 10.3 that refer to Global Agent shall inure to the benefit of such Supplemental Collateral Agent and all references therein to Global Agent shall be deemed to be references to Global Agent and/or such Supplemental Collateral Agent, as the context may require. Should any instrument in writing from Company or any other Credit Party be required by any Supplemental Collateral Agent so appointed by Global Agent for more fully and certainly vesting in and confirming to him or it such rights, powers, privileges and duties, Company shall, or shall cause such Credit Party to, execute, acknowledge and deliver any and all such instruments promptly upon request by Global Agent. In case any Supplemental Collateral Agent, or a successor thereto, shall die, become incapable of acting, resign or be removed, all the rights, powers, privileges and duties of such Supplemental Collateral Agent, to the extent permitted by law, shall vest in and be exercised by Global Agent until confirms the appointment of a new Supplemental the Collateral Agent. 121 129Agent as fonde de pouvoir (holder of the power of attorney) of such holder for such purposes.
Appears in 1 contract
Sources: Revolving Loan Credit Agreement (Amscan Holdings Inc)
Collateral Documents and Guaranties. (a) Each Lender hereby further authorizes Global Agent, on behalf of and for the benefit of Lenders, to be the agent for and representative of Lenders with respect to the Guaranty and the Collateral. Without further written consent or authorization from Lenders, Global Agent shall execute any documents or instruments necessary to (i) release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted hereby, that secures a Real Estate Asset being developed in connection with the incurrence of any Indebtedness permitted pursuant to Section 6.1(l), that secures any Leasehold Property that is being terminated or otherwise abandoned, or to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented or (ii) release any Guarantor from the Guaranty if all of the equity Securities of such Guarantor is sold to any Person (other than an Affiliate of Company) pursuant to Section 7.13 or to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented. 128.
(b) Anything contained in any of the Credit Documents to the contrary notwithstanding, Company, Global Agent and each Lender hereby agree that (i) no Lender shall have any right individually to realize upon any of the Collateral or to enforce the Guaranty, it being understood and agreed that all powers, rights and remedies hereunder may be exercised solely by Global Agent for the benefit of Lenders in accordance with the terms hereof, and (ii) in the event of a foreclosure by Global Agent on any of the Collateral pursuant to a public or private sale, Global Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Global Agent, as agent for and representative of Lenders (but not any Lender or Lenders in its or their respective individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by Global Agent at such sale.
(c) It is the purpose hereof and the other Credit Documents that there shall be no violation of any law of any jurisdiction denying or restricting the right of banking corporations or associations to transact business as agent or trustee in such jurisdiction. It is recognized that in case of litigation hereunder or any of the other Credit Documents, and in particular in case of the enforcement of any of the Credit Documents, or in case Global Agent deems that by reason of any present or future law of any jurisdiction it may not exercise any of the rights, powers or remedies granted herein or in any of the other Credit Documents or take any other action which may be 134 desirable or necessary in connection therewith, it may be necessary that Global Agent appoint an additional individual or institution as a separate trustee, co-trustee, collateral agent or collateral co-co- agent (a "Supplemental Collateral Agent''"). In the event that Global Agent appoints a Supplemental Collateral Agent with respect to any Collateral, (i) each and every right, power, privilege or duty expressed or intended hereby or any of the other Credit Documents to be exercised by or vested in or conveyed to Global Agent with respect to such Collateral shall be exercisable by and vest in such Supplemental Collateral Agent to the extent, and only to the extent, necessary to enable such Supplemental Collateral Agent to exercise such rights, powers and privileges with respect to such Collateral and to perform such duties with respect to such Collateral, and every covenant and obligation contained in the Credit Documents and necessary to the exercise or performance thereof by such Supplemental Collateral Agent shall run to and be enforceable by either Agent or such Supplemental Collateral Agent, and (ii) the provisions of this Section 9 and of Sections 10.2 and 10.3 that refer to Global Agent shall inure to the benefit of such Supplemental Collateral Agent and all references therein to Global Agent shall be deemed to be references to Global Agent and/or such Supplemental Collateral Agent, as the context may require. Should any instrument in writing from Company or any other Credit Party be required by any Supplemental Collateral Agent so appointed by Global Agent for more fully and certainly vesting in and confirming to him or it such rights, powers, privileges and duties, Company shall, or shall cause such Credit Party to, execute, acknowledge and deliver any and all such instruments promptly upon request by Global Agent. In case any Supplemental Collateral Agent, or a successor thereto, shall die, become incapable of acting, resign or be removed, all the rights, powers, privileges and duties of such Supplemental Collateral Agent, to the extent permitted by law, shall vest in and be exercised by Global Agent until the appointment of a new Supplemental Collateral Agent. 121 129.
Appears in 1 contract
Collateral Documents and Guaranties. (a) Each Lender hereby further authorizes Global Administrative Agent, on behalf of and for the benefit of Lenders, to enter into each Collateral Document as secured party and to be the agent for and representative of Lenders with respect under the Subsidiary Guaranty, and each Lender agrees to be bound by the terms of each Collateral Document and the Subsidiary Guaranty; provided that 105 Administrative Agent shall not (i) enter into or consent to any material amendment, modification, termination or waiver of any provision contained in any Collateral Document or the Subsidiary Guaranty or (ii) release any Collateral (except as otherwise expressly permitted or required pursuant to the Guaranty and terms of this Agreement or the Collateral. Without applicable Collateral Document), in each case without the prior consent of Requisite Lenders (or, if required pursuant to subsection 10.6, all Lenders); provided further, however, that, without further written consent or authorization from Lenders, Global Administrative Agent shall may execute any documents or instruments necessary to (ia) release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted hereby, that secures a Real Estate Asset being developed in connection with the incurrence of any Indebtedness permitted pursuant to Section 6.1(l), that secures any Leasehold Property that is being terminated or otherwise abandoned, by this Agreement or to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented or consented, (iib) release any Subsidiary Guarantor from the Subsidiary Guaranty if all of the equity Securities Capital Stock of such Subsidiary Guarantor is sold to any Person (other than an Affiliate of Company) pursuant to Section 7.13 a sale or other disposition permitted hereunder or to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consentedconsented or (c) subordinate the Liens of Administrative Agent, on behalf of Lenders, to any Liens permitted by subsection 7.2. 128
(b) Anything contained in any of the Credit Loan Documents to the contrary notwithstanding, Company, Global Administrative Agent and each Lender hereby agree that (i1) no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce the Subsidiary Guaranty, it being understood and agreed that all powers, rights and remedies hereunder under the Collateral Documents and the Subsidiary Guaranty may be exercised solely by Global Administrative Agent for the benefit of Lenders in accordance with the terms hereofthereof, and (ii2) in the event of a foreclosure by Global Administrative Agent on any of the Collateral pursuant to a public or private sale, Global Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Global Administrative Agent, as agent for and representative of Lenders (but not any Lender or Lenders in its or their respective individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by Global Administrative Agent at such sale.
(c) It is the purpose hereof and the other Credit Documents that there shall be no violation of any law of any jurisdiction denying or restricting the right of banking corporations or associations to transact business as agent or trustee in such jurisdiction. It is recognized that in case of litigation hereunder or any of the other Credit Documents, and in particular in case of the enforcement of any of the Credit Documents, or in case Global Agent deems that by reason of any present or future law of any jurisdiction it may not exercise any of the rights, powers or remedies granted herein or in any of the other Credit Documents or take any other action which may be desirable or necessary in connection therewith, it may be necessary that Global Agent appoint an additional individual or institution as a separate trustee, co-trustee, collateral agent or collateral co-agent (a "Supplemental Collateral Agent''). In the event that Global Agent appoints a Supplemental Collateral Agent with respect to any Collateral, (i) each and every right, power, privilege or duty expressed or intended hereby or any of the other Credit Documents to be exercised by or vested in or conveyed to Global Agent with respect to such Collateral shall be exercisable by and vest in such Supplemental Collateral Agent to the extent, and only to the extent, necessary to enable such Supplemental Collateral Agent to exercise such rights, powers and privileges with respect to such Collateral and to perform such duties with respect to such Collateral, and every covenant and obligation contained in the Credit Documents and necessary to the exercise or performance thereof by such Supplemental Collateral Agent shall run to and be enforceable by either Agent or such Supplemental Collateral Agent, and (ii) the provisions of this Section 9 and of Sections 10.2 and 10.3 that refer to Global Agent shall inure to the benefit of such Supplemental Collateral Agent and all references therein to Global Agent shall be deemed to be references to Global Agent and/or such Supplemental Collateral Agent, as the context may require. Should any instrument in writing from Company or any other Credit Party be required by any Supplemental Collateral Agent so appointed by Global Agent for more fully and certainly vesting in and confirming to him or it such rights, powers, privileges and duties, Company shall, or shall cause such Credit Party to, execute, acknowledge and deliver any and all such instruments promptly upon request by Global Agent. In case any Supplemental Collateral Agent, or a successor thereto, shall die, become incapable of acting, resign or be removed, all the rights, powers, privileges and duties of such Supplemental Collateral Agent, to the extent permitted by law, shall vest in and be exercised by Global Agent until the appointment of a new Supplemental Collateral Agent. 121 129
Appears in 1 contract
Collateral Documents and Guaranties. (a) Each Lender hereby further authorizes Global Administrative Agent, on behalf of and for the benefit of Lenders, to enter into each Collateral Document as secured party and to be the agent Administrative Agent for and representative of Lenders with respect under the Subsidiary Guaranty, and each Lender agrees to be bound by the terms of each Collateral Document and the Subsidiary Guaranty; provided that Administrative Agent shall not (i) enter into or consent to any material amendment, modification, termination or waiver of any provision contained in any Collateral Document or the Subsidiary Guaranty or (ii) release any Collateral (except as otherwise expressly permitted or required pursuant to the Guaranty and terms of this Agreement or the Collateral. Without applicable Collateral Document), in each case without the prior consent of Requisite Lenders (or, if required pursuant to subsection 10.6, all Lenders); provided further, however, that, without further written consent or authorization from Lenders, Global Administrative Agent shall may execute any documents or instruments necessary to (ia) release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted hereby, that secures a Real Estate Asset being developed in connection with the incurrence of any Indebtedness permitted pursuant to Section 6.1(l), that secures any Leasehold Property that is being terminated or otherwise abandoned, by this Agreement or to which Requisite Lenders (or such other greater number of Lenders as may be required pursuant to give such consent under Section 10.5subsection 10.6) have otherwise consented or (iib) release any Subsidiary Guarantor from the Subsidiary Guaranty if all of the equity Securities Capital Stock of such Subsidiary Guarantor is sold to any Person (other than an Affiliate of CompanyBorrower) pursuant to Section 7.13 a sale or other disposition permitted hereunder or to which Requisite Lenders (or such other greater number of Lenders as may be required pursuant to give such consent under Section 10.5subsection 10.6) have otherwise consented. 128
(b) Anything contained in any of the Credit Loan Documents to the contrary notwithstanding, CompanyBorrower, Global Administrative Agent and each Lender hereby agree that (iX) no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce the Subsidiary Guaranty, it being understood and agreed that all powers, rights and remedies hereunder under the Collateral Documents and the Subsidiary Guaranty may be exercised solely by Global Administrative Agent for the benefit of Lenders in accordance with the terms hereofthereof, and (iiY) in the event of a foreclosure by Global Administrative Agent on any of the Collateral pursuant to a public or private sale, Global Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Global Administrative Agent, as administrative agent for and representative of Lenders (but not any Lender or Lenders in its or their respective individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of 141 the Obligations as a credit on account of the purchase price for any collateral Collateral payable by Global Administrative Agent at such sale.
(c) It is the purpose hereof and the other Credit Documents that there shall be no violation of any law of any jurisdiction denying or restricting the right of banking corporations or associations to transact business as agent or trustee in such jurisdiction. It is recognized that in case of litigation hereunder or any of the other Credit Documents, and in particular in case of the enforcement of any of the Credit Documents, or in case Global Agent deems that by reason of any present or future law of any jurisdiction it may not exercise any of the rights, powers or remedies granted herein or in any of the other Credit Documents or take any other action which may be desirable or necessary in connection therewith, it may be necessary that Global Agent appoint an additional individual or institution as a separate trustee, co-trustee, collateral agent or collateral co-agent (a "Supplemental Collateral Agent''). In the event that Global Agent appoints a Supplemental Collateral Agent with respect to any Collateral, (i) each and every right, power, privilege or duty expressed or intended hereby or any of the other Credit Documents to be exercised by or vested in or conveyed to Global Agent with respect to such Collateral shall be exercisable by and vest in such Supplemental Collateral Agent to the extent, and only to the extent, necessary to enable such Supplemental Collateral Agent to exercise such rights, powers and privileges with respect to such Collateral and to perform such duties with respect to such Collateral, and every covenant and obligation contained in the Credit Documents and necessary to the exercise or performance thereof by such Supplemental Collateral Agent shall run to and be enforceable by either Agent or such Supplemental Collateral Agent, and (ii) the provisions of this Section 9 and of Sections 10.2 and 10.3 that refer to Global Agent shall inure to the benefit of such Supplemental Collateral Agent and all references therein to Global Agent shall be deemed to be references to Global Agent and/or such Supplemental Collateral Agent, as the context may require. Should any instrument in writing from Company or any other Credit Party be required by any Supplemental Collateral Agent so appointed by Global Agent for more fully and certainly vesting in and confirming to him or it such rights, powers, privileges and duties, Company shall, or shall cause such Credit Party to, execute, acknowledge and deliver any and all such instruments promptly upon request by Global Agent. In case any Supplemental Collateral Agent, or a successor thereto, shall die, become incapable of acting, resign or be removed, all the rights, powers, privileges and duties of such Supplemental Collateral Agent, to the extent permitted by law, shall vest in and be exercised by Global Agent until the appointment of a new Supplemental Collateral Agent. 121 129
Appears in 1 contract
Collateral Documents and Guaranties. (a) Each Lender hereby further authorizes Global Administrative Agent, on behalf of and for the benefit of Lenders, to enter into each Collateral Document as secured party and to be the agent for and representative of Lenders with respect under the Subsidiary Guaranty, and each Lender agrees to be bound by the terms of each Collateral Document and the Subsidiary Guaranty; provided that Administrative Agent shall not (i) enter into or consent to any material amendment, 108 117 modification, termination or waiver of any provision contained in any Collateral Document or the Subsidiary Guaranty or (ii) release any Collateral (except as otherwise expressly permitted or required pursuant to the Guaranty and terms of this Agreement or the Collateral. Without applicable Collateral Document), in each case without the prior consent of Requisite Lenders (or, if required pursuant to subsection 10.6, all Lenders); provided further, however, that, without further written consent or authorization from Lenders, Global Administrative Agent shall may execute any documents or instruments necessary to (ia) release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted hereby, that secures a Real Estate Asset being developed in connection with the incurrence of any Indebtedness permitted pursuant to Section 6.1(l), that secures any Leasehold Property that is being terminated or otherwise abandoned, by this Agreement or to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented consented, or (iib) release any Subsidiary Guarantor from the Subsidiary Guaranty if all of the equity Securities Capital Stock of such Subsidiary Guarantor is sold to any Person (other than an Affiliate of Company) pursuant to Section 7.13 a sale or other disposition permitted hereunder or to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented. 128
(b) Anything contained in any of the Credit Loan Documents to the contrary notwithstanding, Company, Global Administrative Agent and each Lender hereby agree that (i1) no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce the Subsidiary Guaranty, it being understood and agreed that all powers, rights and remedies hereunder under the Collateral Documents and the Subsidiary Guaranty may be exercised solely by Global Administrative Agent for the benefit of Lenders in accordance with the terms hereofthereof, and (ii2) in the event of a foreclosure by Global Administrative Agent on any of the Collateral pursuant to a public or private sale, Global Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Global Administrative Agent, as agent for and representative of Lenders (but not any Lender or Lenders in its or their respective individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by Global Administrative Agent at such sale.
(c) It is the purpose hereof and the other Credit Documents that there shall be no violation of any law of any jurisdiction denying or restricting the right of banking corporations or associations to transact business as agent or trustee in such jurisdiction. It is recognized that in case of litigation hereunder or any of the other Credit Documents, and in particular in case of the enforcement of any of the Credit Documents, or in case Global Agent deems that by reason of any present or future law of any jurisdiction it may not exercise any of the rights, powers or remedies granted herein or in any of the other Credit Documents or take any other action which may be desirable or necessary in connection therewith, it may be necessary that Global Agent appoint an additional individual or institution as a separate trustee, co-trustee, collateral agent or collateral co-agent (a "Supplemental Collateral Agent''). In the event that Global Agent appoints a Supplemental Collateral Agent with respect to any Collateral, (i) each and every right, power, privilege or duty expressed or intended hereby or any of the other Credit Documents to be exercised by or vested in or conveyed to Global Agent with respect to such Collateral shall be exercisable by and vest in such Supplemental Collateral Agent to the extent, and only to the extent, necessary to enable such Supplemental Collateral Agent to exercise such rights, powers and privileges with respect to such Collateral and to perform such duties with respect to such Collateral, and every covenant and obligation contained in the Credit Documents and necessary to the exercise or performance thereof by such Supplemental Collateral Agent shall run to and be enforceable by either Agent or such Supplemental Collateral Agent, and (ii) the provisions of this Section 9 and of Sections 10.2 and 10.3 that refer to Global Agent shall inure to the benefit of such Supplemental Collateral Agent and all references therein to Global Agent shall be deemed to be references to Global Agent and/or such Supplemental Collateral Agent, as the context may require. Should any instrument in writing from Company or any other Credit Party be required by any Supplemental Collateral Agent so appointed by Global Agent for more fully and certainly vesting in and confirming to him or it such rights, powers, privileges and duties, Company shall, or shall cause such Credit Party to, execute, acknowledge and deliver any and all such instruments promptly upon request by Global Agent. In case any Supplemental Collateral Agent, or a successor thereto, shall die, become incapable of acting, resign or be removed, all the rights, powers, privileges and duties of such Supplemental Collateral Agent, to the extent permitted by law, shall vest in and be exercised by Global Agent until the appointment of a new Supplemental Collateral Agent. 121 129
Appears in 1 contract
Collateral Documents and Guaranties. (a) Each Lender hereby further authorizes Global Administrative Agent, on behalf of and for the benefit of Lenders, to enter into each Collateral Document as secured party and to be the agent Administrative Agent for and representative of Lenders with respect under the Subsidiary Guaranty, and each Lender agrees to be bound by the terms of each Collateral Document and the Subsidiary Guaranty; provided that Administrative Agent shall not (i) enter into or consent to any material amendment, modification, termination or waiver of any provision contained in any Collateral Document or the Subsidiary Guaranty or (ii) release any Collateral (except as otherwise expressly permitted or required pursuant to the Guaranty and terms of this Agreement or the Collateral. Without applicable Collateral Document), in each case without the prior consent of Requisite Lenders (or, if required pursuant to subsection 10.6, all Lenders); provided further, however, that, without further written consent or authorization from Lenders, Global Administrative Agent shall may execute any documents or instruments necessary to (ia) release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted hereby, that secures a Real Estate Asset being developed in connection with the incurrence of any Indebtedness permitted pursuant to Section 6.1(l), that secures any Leasehold Property that is being terminated or otherwise abandoned, by this Agreement or to which Requisite Lenders (or such other greater number of Lenders as may be required pursuant to give such consent under Section 10.5subsection 10.6) have otherwise consented or (iib) release any Subsidiary Guarantor from the Subsidiary Guaranty if all of the equity Securities Capital Stock of such Subsidiary Guarantor is sold to any Person (other than an Affiliate of CompanyBorrower) pursuant to Section 7.13 a sale or other disposition permitted hereunder or to which Requisite Lenders (or such other greater number of Lenders as may be required pursuant to give such consent under Section 10.5subsection 10.6) have otherwise consented. 128
(b) Anything contained in any of the Credit Loan Documents to the contrary notwithstanding, CompanyBorrower, Global Administrative Agent and each Lender hereby agree that (iX) no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce the Subsidiary Guaranty, it being understood and agreed that all powers, rights and remedies hereunder under the Collateral Documents and the Subsidiary Guaranty may be exercised solely by Global Administrative Agent for the benefit of Lenders in accordance with the terms hereofthereof, and (iiY) in the event of a foreclosure by Global Administrative Agent on any of the Collateral pursuant to a public or private sale, Global Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Global Administrative Agent, as administrative agent for and representative of Lenders (but not any Lender or Lenders in its or their respective individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral Collateral payable by Global Administrative Agent at such sale.
(c) It is the purpose hereof and the other Credit Documents that there shall be no violation of any law of any jurisdiction denying or restricting the right of banking corporations or associations to transact business as agent or trustee in such jurisdiction. It is recognized that in case of litigation hereunder or any of the other Credit Documents, and in particular in case of the enforcement of any of the Credit Documents, or in case Global Agent deems that by reason of any present or future law of any jurisdiction it may not exercise any of the rights, powers or remedies granted herein or in any of the other Credit Documents or take any other action which may be desirable or necessary in connection therewith, it may be necessary that Global Agent appoint an additional individual or institution as a separate trustee, co-trustee, collateral agent or collateral co-agent (a "Supplemental Collateral Agent''). In the event that Global Agent appoints a Supplemental Collateral Agent with respect to any Collateral, (i) each and every right, power, privilege or duty expressed or intended hereby or any of the other Credit Documents to be exercised by or vested in or conveyed to Global Agent with respect to such Collateral shall be exercisable by and vest in such Supplemental Collateral Agent to the extent, and only to the extent, necessary to enable such Supplemental Collateral Agent to exercise such rights, powers and privileges with respect to such Collateral and to perform such duties with respect to such Collateral, and every covenant and obligation contained in the Credit Documents and necessary to the exercise or performance thereof by such Supplemental Collateral Agent shall run to and be enforceable by either Agent or such Supplemental Collateral Agent, and (ii) the provisions of this Section 9 and of Sections 10.2 and 10.3 that refer to Global Agent shall inure to the benefit of such Supplemental Collateral Agent and all references therein to Global Agent shall be deemed to be references to Global Agent and/or such Supplemental Collateral Agent, as the context may require. Should any instrument in writing from Company or any other Credit Party be required by any Supplemental Collateral Agent so appointed by Global Agent for more fully and certainly vesting in and confirming to him or it such rights, powers, privileges and duties, Company shall, or shall cause such Credit Party to, execute, acknowledge and deliver any and all such instruments promptly upon request by Global Agent. In case any Supplemental Collateral Agent, or a successor thereto, shall die, become incapable of acting, resign or be removed, all the rights, powers, privileges and duties of such Supplemental Collateral Agent, to the extent permitted by law, shall vest in and be exercised by Global Agent until the appointment of a new Supplemental Collateral Agent. 121 129
Appears in 1 contract
Collateral Documents and Guaranties. (a) A. Each Lender hereby further authorizes Global Administrative Agent, on behalf of and for the benefit of Lenders, to enter into each Collateral Document as secured party and to be the agent for and representative of Lenders with respect under each Subsidiary Guaranty, and each Lender agrees to be bound by the terms of each Collateral Document and Subsidiary Guaranty; provided that Administrative Agent shall not (i) enter into or consent to any material amendment, modification, termination or waiver of any provision contained in any Collateral Document or Subsidiary Guaranty or (ii) release any Collateral (except as otherwise expressly permitted or required pursuant to the Guaranty and terms of this Agreement or the Collateral. Without applicable Collateral Document), in each case without the prior consent of Requisite Lenders (or, if required pursuant to subsection 10.6, all Lenders); provided further, however, that, without further written consent or authorization from Lenders, Global Administrative Agent shall may execute any documents or instruments necessary to (ia) release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted hereby, that secures a Real Estate Asset being developed in connection with the incurrence of any Indebtedness permitted pursuant to Section 6.1(l), that secures any Leasehold Property that is being terminated or otherwise abandoned, by this Agreement or to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented or (iib) release any Subsidiary Guarantor from the Subsidiary Guaranty if all of the equity Securities of such Subsidiary Guarantor is are sold to any Person (other than an Affiliate of Company) pursuant to Section 7.13 a sale or other disposition permitted hereunder or to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented. 128
(b) Anything contained in any of the Credit Loan Documents to the contrary notwithstanding, Company, Global each Agent and each Lender hereby agree that (iX) no 142 EXECUTION Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce the any Subsidiary Guaranty, it being understood and agreed that all powers, rights and remedies hereunder under the Collateral Documents and the Subsidiary Guaranties may be exercised solely by Global Administrative Agent for the benefit of Lenders in accordance with the terms hereofthereof, and (iiY) in the event of a foreclosure by Global Administrative Agent on any of the Collateral pursuant to a public or private sale, Global any Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Global Administrative Agent, as agent for and representative of Lenders (but not any Lender or Lenders in its or their respective individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by Global Administrative Agent at such sale.
(c) It is the purpose hereof and the other Credit Documents that there shall be no violation of any law of any jurisdiction denying or restricting the right of banking corporations or associations to transact business as agent or trustee in such jurisdiction. It is recognized that in case of litigation hereunder or any of the other Credit Documents, and in particular in case of the enforcement of any of the Credit Documents, or in case Global Agent deems that by reason of any present or future law of any jurisdiction it may not exercise any of the rights, powers or remedies granted herein or in any of the other Credit Documents or take any other action which may be desirable or necessary in connection therewith, it may be necessary that Global Agent appoint an additional individual or institution as a separate trustee, co-trustee, collateral agent or collateral co-agent (a "Supplemental Collateral Agent''). In the event that Global Agent appoints a Supplemental Collateral Agent with respect to any Collateral, (i) each and every right, power, privilege or duty expressed or intended B. Each Lender hereby or any of the other Credit Documents to be exercised by or vested in or conveyed to Global Agent with respect to such Collateral shall be exercisable by and vest in such Supplemental Collateral authorizes Administrative Agent to the extent, and only to the extent, necessary to enable such Supplemental Collateral Agent to exercise such rights, powers and privileges with respect to such Collateral and to perform such duties with respect to such Collateral, and every covenant and obligation contained in the Credit Documents and necessary to the exercise or performance thereof by such Supplemental Collateral Agent shall run to and be enforceable by either Agent or such Supplemental Collateral Agent, and (ii) the provisions of this Section 9 and of Sections 10.2 and 10.3 that refer to Global Agent shall inure to the benefit of such Supplemental Collateral Agent and all references therein to Global Agent shall be deemed to be references to Global Agent and/or such Supplemental Collateral Agent, as the context may require. Should any instrument in writing from Company or any other Credit Party be required by any Supplemental Collateral Agent so appointed by Global Agent for more fully and certainly vesting in and confirming to him or it such rights, powers, privileges and duties, Company shall, or shall cause such Credit Party to, execute, acknowledge and deliver execute any and all such powers of attorney or other instruments promptly upon request by Global Agent. In case any Supplemental Collateral Agent, or a successor thereto, shall die, become incapable of acting, resign or be removed, all the rights, powers, privileges and duties on behalf of such Supplemental Collateral Agent, Lender necessary to affect the extent permitted by law, shall vest in and be exercised by Global Agent until pledge of any Subsidiary's shares of capital stock under the appointment laws of a new Supplemental Collateral Agent. 121 129jurisdiction outside of the United States of America.
Appears in 1 contract
Sources: Credit Agreement (Autotote Corp)
Collateral Documents and Guaranties. (a) Each Lender hereby further authorizes Global Collateral Agent, on behalf of and for the benefit of Lenders, to enter into each Collateral Document as secured party and to be the agent for and representative of Lenders with respect under the Subsidiary Guaranty, and each Lender agrees to be bound by the terms of each Collateral Document and the Subsidiary Guaranty; provided that Collateral Agent shall not (i) enter into or consent to any amendment, modification, termination or waiver of any provision contained in any Collateral Document or the Subsidiary Guaranty or (ii) release any Collateral (except as otherwise expressly permitted or required pursuant to the Guaranty and terms of this Agreement or the Collateral. Without applicable Collateral Document), in each case without the prior consent of Requisite Lenders (or, if required pursuant to subsection 11.6, all Lenders); provided, further, however, that, without further written consent or authorization from Lenders, Global Collateral Agent shall may execute any documents or instruments necessary to (ia) release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted hereby, that secures a Real Estate Asset being developed in connection with the incurrence of any Indebtedness permitted pursuant to Section 6.1(l), that secures any Leasehold Property that is being terminated or otherwise abandoned, by this Agreement or to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented or (iib) release any Subsidiary Guarantor from the Subsidiary Guaranty if all of the equity Securities capital stock of such Subsidiary Guarantor is sold to any Person (other than an Affiliate of Company) pursuant to Section 7.13 a sale or other disposition permitted hereunder or to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented. 128
(b) Anything contained in any of the Credit Loan Documents to the contrary notwithstanding, Companythe Borrowers, Global Collateral Agent and each Lender hereby agree that (iX) no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce the Subsidiary Guaranty, it being understood and agreed that all powers, rights and remedies hereunder under the Collateral Documents and the Subsidiary Guaranty may be exercised solely by Global Collateral Agent for the benefit of Lenders in accordance with the terms hereofthereof, and (iiY) in the event of a foreclosure by Global Collateral Agent on any of the Collateral pursuant to a public or private sale, Global Collateral Agent or any Lender may be the purchaser of any or all of 173 such Collateral at any such sale and Global Collateral Agent, as agent for and representative of Lenders (but not any Lender or Lenders in its or their respective individual capacities unless Requisite Lenders shall otherwise agree in writing) ), shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by Global Collateral Agent at such sale.
(c) It is the purpose hereof and the other Credit Documents that there shall be no violation of any law of any jurisdiction denying or restricting the right of banking corporations or associations to transact business as agent or trustee in such jurisdiction. It is recognized that in case of litigation hereunder or any of the other Credit Documents, and in particular in case of the enforcement of any of the Credit Documents, or in case Global Agent deems that by reason of any present or future law of any jurisdiction it may not exercise any of the rights, powers or remedies granted herein or in any of the other Credit Documents or take any other action which may be desirable or necessary in connection therewith, it may be necessary that Global Agent appoint an additional individual or institution as a separate trustee, co-trustee, collateral agent or collateral co-agent (a "Supplemental Collateral Agent''). In the event that Global Agent appoints a Supplemental Collateral Agent with respect to any Collateral, (i) each and every right, power, privilege or duty expressed or intended hereby or any of the other Credit Documents to be exercised by or vested in or conveyed to Global Agent with respect to such Collateral shall be exercisable by and vest in such Supplemental Collateral Agent to the extent, and only to the extent, necessary to enable such Supplemental Collateral Agent to exercise such rights, powers and privileges with respect to such Collateral and to perform such duties with respect to such Collateral, and every covenant and obligation contained in the Credit Documents and necessary to the exercise or performance thereof by such Supplemental Collateral Agent shall run to and be enforceable by either Agent or such Supplemental Collateral Agent, and (ii) the provisions of this Section 9 and of Sections 10.2 and 10.3 that refer to Global Agent shall inure to the benefit of such Supplemental Collateral Agent and all references therein to Global Agent shall be deemed to be references to Global Agent and/or such Supplemental Collateral Agent, as the context may require. Should any instrument in writing from Company or any other Credit Party be required by any Supplemental Collateral Agent so appointed by Global Agent for more fully and certainly vesting in and confirming to him or it such rights, powers, privileges and duties, Company shall, or shall cause such Credit Party to, execute, acknowledge and deliver any and all such instruments promptly upon request by Global Agent. In case any Supplemental Collateral Agent, or a successor thereto, shall die, become incapable of acting, resign or be removed, all the rights, powers, privileges and duties of such Supplemental Collateral Agent, to the extent permitted by law, shall vest in and be exercised by Global Agent until the appointment of a new Supplemental Collateral Agent. 121 129
Appears in 1 contract
Sources: Credit and Guaranty Agreement (Lincoln Electric Holdings Inc)
Collateral Documents and Guaranties. (a) Each Lender hereby further authorizes Global Collateral Agent, on behalf of and for the benefit of Lenders, to enter into each Collateral Document as secured party and to be the agent for and representative of Lenders with respect under the Subsidiary Guaranty, and each Lender agrees to be bound by the terms of each Collateral Document and the Subsidiary Guaranty; provided that Collateral Agent shall not (i) enter into or consent to any amendment, modification, termination or waiver of any provision contained in any Collateral Document or the Subsidiary Guaranty or (ii) release any Collateral (except as otherwise expressly permitted or required pursuant to the Guaranty and terms of this Agreement or the Collateral. Without applicable Collateral Document), in each case without the prior consent of Requisite Lenders (or, if required pursuant to subsection 10.6, all Lenders); provided further, however, that, without further written consent or authorization from Lenders, Global Collateral Agent shall may execute any documents or instruments necessary to (ia) release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted hereby, that secures a Real Estate Asset being developed in connection with the incurrence of any Indebtedness permitted pursuant to Section 6.1(l), that secures any Leasehold Property that is being terminated or otherwise abandoned, by this Agreement or to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented or (iib) release any Subsidiary Guarantor from the Subsidiary Guaranty if all of the equity Securities capital stock of such Subsidiary Guarantor is sold to any Person (other than an Affiliate of Company) pursuant to Section 7.13 a sale or other disposition permitted hereunder or to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented. 128
(b) Anything contained in any of the Credit Loan Documents to the contrary notwithstanding, Company, Global Collateral Agent and each Lender hereby agree that (iX) no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce the Subsidiary Guaranty, it being understood and agreed that all powers, rights and remedies hereunder under the Collateral Documents and the Subsidiary Guaranty may be exercised solely by Global Collateral Agent for the benefit of Lenders in accordance with the terms hereofthereof, and (iiY) in the event of a foreclosure by Global Collateral Agent on any of the Collateral pursuant to a public or private sale, Global Collateral Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Global Collateral Agent, as agent for and representative of Lenders (but not any Lender or Lenders in its or their respective individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by Global Collateral Agent at such sale.
(c) It is the purpose hereof and the other Credit Documents that there shall be no violation of any law of any jurisdiction denying or restricting the right of banking corporations or associations to transact business as agent or trustee in such jurisdiction. It is recognized that in case of litigation hereunder or any of the other Credit Documents, and in particular in case of the enforcement of any of the Credit Documents, or in case Global Agent deems that by reason of any present or future law of any jurisdiction it may not exercise any of the rights, powers or remedies granted herein or in any of the other Credit Documents or take any other action which may be desirable or necessary in connection therewith, it may be necessary that Global Agent appoint an additional individual or institution as a separate trustee, co-trustee, collateral agent or collateral co-agent (a "Supplemental Collateral Agent''). In the event that Global Agent appoints a Supplemental Collateral Agent with respect to any Collateral, (i) each and every right, power, privilege or duty expressed or intended hereby or any of the other Credit Documents to be exercised by or vested in or conveyed to Global Agent with respect to such Collateral shall be exercisable by and vest in such Supplemental Collateral Agent to the extent, and only to the extent, necessary to enable such Supplemental Collateral Agent to exercise such rights, powers and privileges with respect to such Collateral and to perform such duties with respect to such Collateral, and every covenant and obligation contained in the Credit Documents and necessary to the exercise or performance thereof by such Supplemental Collateral Agent shall run to and be enforceable by either Agent or such Supplemental Collateral Agent, and (ii) the provisions of this Section 9 and of Sections 10.2 and 10.3 that refer to Global Agent shall inure to the benefit of such Supplemental Collateral Agent and all references therein to Global Agent shall be deemed to be references to Global Agent and/or such Supplemental Collateral Agent, as the context may require. Should any instrument in writing from Company or any other Credit Party be required by any Supplemental Collateral Agent so appointed by Global Agent for more fully and certainly vesting in and confirming to him or it such rights, powers, privileges and duties, Company shall, or shall cause such Credit Party to, execute, acknowledge and deliver any and all such instruments promptly upon request by Global Agent. In case any Supplemental Collateral Agent, or a successor thereto, shall die, become incapable of acting, resign or be removed, all the rights, powers, privileges and duties of such Supplemental Collateral Agent, to the extent permitted by law, shall vest in and be exercised by Global Agent until the appointment of a new Supplemental Collateral Agent. 121 129
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Collateral Documents and Guaranties. (a) Each Lender hereby further authorizes Global Agent, Agent to enter into each Collateral Document as secured party on behalf of and for the benefit of Lenders and agrees to be bound by the terms of each Collateral Document; PROVIDED that, subject to any provision of subsection 10.6 requiring the consent of any additional Lenders, Agent shall not enter into or consent to be any amendment, modification, termination or waiver of any provision contained in any Collateral Document or any Guaranty without the agent for and representative prior consent of Lenders with respect to the Guaranty and the Collateral. Without further written consent or authorization from Requisite Lenders, Global but Agent shall execute any documents or instruments necessary to may (i) release any Lien encumbering covering any item items of Collateral that is are the subject of a sale or other disposition of assets permitted hereby, that secures a Real Estate Asset being developed in connection with the incurrence of any Indebtedness permitted pursuant to Section 6.1(l), that secures any Leasehold Property that is being terminated or otherwise abandoned, by this Agreement or to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented or and (ii) release any Guarantor (other than any Borrower or Holdings) from the its Guaranty if all of the equity Securities capital stock of such Guarantor is sold to a Person that is not any Person (other than an Affiliate of Company) Company pursuant to Section 7.13 a sale or other disposition permitted hereunder or to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented. 128
Each Lender hereby further authorizes Agent to execute and deliver on behalf of and for the benefit of Lenders, if Agent determines to be necessary or desirable, a "REITERATION ET RESERVATION HYPOTHECAIRE" to be executed before a "NOTAIRE" (bnotary) in France. Anything contained in any of the Credit Loan Documents to the contrary notwithstanding, Company, Global Agent and each Lender hereby agree agrees that (i) no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce any of the GuarantyGuaranties, it being understood and agreed that all powers, rights and remedies hereunder under the Collateral Documents and the Guaranties may be exercised solely by Global Agent for the benefit of Lenders in accordance with the terms hereof, and (ii) in the event of a foreclosure by Global Agent on any of the Collateral pursuant to a public or private sale, Global Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Global Agent, as agent for and representative of Lenders (but not any Lender or Lenders in its or their respective individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by Global Agent at such salethereof.
A.) and by the "REITERATION DE CONTRAT DECREDIT MODIFIE ET RESERVE DE GARANTIE HYPOTHECAIRE" (cmortgage amendment) It is the purpose hereof dated March 2, 1998 between Agent and the other Credit Documents that there shall be no violation of any law of any jurisdiction denying or restricting the right of banking corporations or associations to transact business as agent or trustee in such jurisdiction▇▇▇▇ France. It is recognized herein specified that obligations of Company under this Agreement shall be in case of litigation hereunder or any addition to its obligations resulting from the Existing Credit Agreement, and that therefore Agent hereby reserves, as provided under Article 1278 of the other Credit DocumentsFrench Civil Code, and in particular in case as security for the obligations of the enforcement of any of the Credit DocumentsCompany under this Agreement, or in case Global Agent deems that by reason of any present or future law of any jurisdiction it may not exercise any of the rights, powers or remedies granted herein or in any of the other Credit Documents or take any other action which may be desirable or necessary in connection therewith, it may be necessary that Global Agent appoint an additional individual or institution as a separate trustee, co-trustee, collateral agent or collateral co-agent (a "Supplemental Collateral Agent''). In the event that Global Agent appoints a Supplemental Collateral Agent with respect to any Collateral, (i) each and every right, power, privilege or duty expressed or intended hereby or any of the other Credit Documents to be exercised by or vested in or conveyed to Global Agent with respect to such Collateral shall be exercisable by and vest in such Supplemental Collateral Agent to the extent, and only to the extent, necessary to enable such Supplemental Collateral Agent to exercise such rights, powers and privileges with respect to such Collateral and to perform such duties with respect to such Collateral, and every covenant and obligation contained in the Credit Documents and necessary to the exercise or performance thereof by such Supplemental Collateral Agent shall run to and be enforceable by either Agent or such Supplemental Collateral Agent, and (ii) the provisions of this Section 9 and of Sections 10.2 and 10.3 that refer to Global Agent shall inure to the benefit of such Supplemental Collateral the security interest created by the Share Pledge Agreement dated October 15, 1996 among Company and Agent and all references therein to Global Agent shall be deemed to be references to Global Agent and/or such Supplemental Collateral Agent, as the context may require. Should any instrument in writing from Company or any other Credit Party be required by any Supplemental Collateral Agent so appointed by Global Agent for more fully and certainly vesting in and confirming to him or it such rights, powers, privileges and duties, Company shall, or shall cause such Credit Party to, execute, acknowledge and deliver any and all such instruments promptly upon request by Global Agent. In case any Supplemental Collateral Agent, or a successor thereto, shall die, become incapable of acting, resign or be removed, all the rights, powers, privileges and duties of such Supplemental Collateral Agent, relating to the extent permitted pledge of ▇▇▇▇ France's shares by lawCompany, shall vest in and be exercised by Global the Amendment Agreement dated January 29, 1998 among Company and Agent until relating to the appointment of a new Supplemental Collateral Agent. 121 129Share Pledge Agreement dated October 15, 1996.
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Sources: Multicurrency Credit Agreement (Goss Graphic Systems Inc)