Collateral Matters. The Agent shall have received: (i) searches of Uniform Commercial Code filings in the jurisdiction of the chief executive office of each Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Collateral Agent's security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens; (ii) duly executed UCC financing statements for each appropriate jurisdiction as is necessary, in the Agent's sole discretion, to perfect the Collateral Agent's security interest in the Collateral; (iii) searches of ownership of intellectual property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Agent in order to perfect the Collateral Agent's security interest in the Collateral; (iv) all instruments and chattel paper in the possession of the Credit Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Collateral Agent's security interest in the Collateral to the extent required under the Security Agreement and/or the Pledge Agreement; (v) duly executed consents as are necessary, in the Agent's sole discretion, to perfect the Collateral Agent's security interest in the Collateral; and (vi) satisfactory evidence that (A) the Collateral Agent, on behalf of the Lenders, holds a perfected Lien on all Collateral and (B) none of the Collateral is subject to any other Liens other than Permitted Liens.
Appears in 2 contracts
Sources: Credit Agreement (Sterile Recoveries Inc), Syndication Amendment and Assignment (Sterile Recoveries Inc)
Collateral Matters. (i) The Administrative Agent and the FILO B Documentation Agent shall have received:received a duly completed Perfection Certificate, dated as of the Closing Date, together with all attachments contemplated thereby.
(iii) The Administrative Agent and the FILO B Documentation Agent shall have received the results of customary lien searches of Uniform Commercial Code filings with respect to each Loan Party in the jurisdiction in which such Loan Party is organized or incorporated and with respect to such other locations and names of such Loan Party listed on the chief executive office of each Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Collateral Agent's security interest in the CollateralPerfections Certificate, together with copies of the financing statements on file in (or similar documents) disclosed by such jurisdictions searches, and the Administrative Agent and the FILO B Documentation Agent shall have received evidence reasonably satisfactory to the Administrative Agent and the FILO B Documentation Agent that no the Liens exist other than Permitted Liens;
(ii) duly executed UCC indicated by such financing statements (or similar documents) are either permitted by Section 6.02 or have been released (or authorized for each appropriate jurisdiction as is necessary, release in a manner reasonably satisfactory to the Administrative Agent's sole discretion, to perfect the Collateral Agent's security interest in the Collateral;).
(iii) searches of ownership of intellectual property in Each document (including any Uniform Commercial Code financing statement) required by the appropriate governmental offices and such patent/trademark/copyright filings as Security Documents or under law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to perfect the Collateral Agent's security interest create in the Collateral;
(iv) all instruments and chattel paper in the possession favor of the Credit Administrative Agent, for the benefit of itself, the Lenders and the other Secured Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Collateral Agent's security interest in the Collateral to the extent required under the Security Agreement and/or the Pledge Agreement;
(v) duly executed consents as are necessary, in the Agent's sole discretion, to perfect the Collateral Agent's security interest in the Collateral; and
(vi) satisfactory evidence that (A) the Collateral Agent, on behalf of the Lenders, holds a perfected Lien on all Collateral and (B) none of the Collateral is subject described therein prior and superior in right to any other Liens Person (other than Permitted Lienswith respect to Liens expressly permitted by Section 6.02 to be prior to the Liens of the Administrative Agent in the applicable Collateral (including Liens on Term Loan Priority Collateral securing the Term Loan Obligations permitted under Section 6.02(b)(iii)), shall have been filed, registered or recorded or immediately upon the effectiveness of this Agreement will be filed, registered or recorded by the Administrative Agent.
Appears in 2 contracts
Sources: Credit Agreement (Tuesday Morning Corp/De), Credit Agreement (Tuesday Morning Corp/De)
Collateral Matters. (a) The Agent shall have received:is authorized on behalf of all the Lenders, without the necessity of any notice to or further consent from the Lenders, from time to time to take any action with respect to any Collateral or the Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Collateral Documents.
(b) The Lenders irrevocably authorize the Agent, at its option and in its discretion, to release any Lien granted to or held by the Agent upon any Collateral (i) searches of Uniform Commercial Code filings in the jurisdiction upon termination of the chief executive office Commitments and payment in full of each Credit Party all Loans and each jurisdiction where all other Obligations known to the Agent and payable under this Agreement or any Collateral is located or where a filing would need to be made in order to perfect the Collateral Agent's security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens;
Loan Document; (ii) duly executed UCC financing statements for each appropriate jurisdiction constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted hereunder; (iii) constituting property in which the Company or any Subsidiary owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to the Company or any Subsidiary under a lease which has expired or been terminated in a transaction permitted under this Agreement or is necessaryabout to expire and which has not been, and is not intended by the Company or such Subsidiary to be, renewed or extended; (v) consisting of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness evidenced thereby has been paid in full; or (vi) if approved, authorized or ratified in writing by the Required Lenders or all the Lenders, as the case may be, as provided in subsection 11.01(f). Upon request by the Agent at any time, the Lenders will confirm in writing the Agent's sole discretionauthority to release particular types or items of Collateral pursuant to this subsection 10.11(b), to perfect provided that the Collateral Agent's security interest in the Collateral;
(iii) searches absence of ownership of intellectual property in the appropriate governmental offices and any such patent/trademark/copyright filings as requested by the Agent in order to perfect the Collateral Agent's security interest in the Collateral;
(iv) all instruments and chattel paper in the possession of the Credit Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Collateral Agent's security interest in the Collateral to the extent required under the Security Agreement and/or the Pledge Agreement;
(v) duly executed consents as are necessary, in confirmation for whatever reason shall not affect the Agent's sole discretion, rights under this Section 10.11.
(c) Each Lender agrees with and in favor of each other (which agreement shall not be for the benefit of the Company or any Subsidiary) that the Company's obligation to perfect such Lender under this Agreement and the Collateral Agent's security interest other Loan Documents is not and shall not be secured by any real property collateral now or hereafter acquired by such Lender other than the real property described in the Collateral; andMortgages.
(vid) satisfactory evidence that While an Event of Default has occurred and is continuing, the Agent shall deliver a "Payment Blockage Notice" (Aas defined in the Senior Subordinated Indenture) to the Collateral Agent, on behalf Trustee under the Senior Subordinated Indenture at the direction or with the consent of the Required Lenders, holds a perfected Lien on all Collateral and (B) none of the Collateral is subject to any other Liens other than Permitted Liens.
Appears in 2 contracts
Sources: Credit Agreement (Oshkosh Truck Corp), Credit Agreement (Oshkosh Truck Corp)
Collateral Matters. The Agent shall have received:
(ia) searches of Uniform Commercial Code filings Lenders hereby irrevocably authorize Agent, at its option and in the jurisdiction of the chief executive office of each Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Collateral Agent's security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens;
(ii) duly executed UCC financing statements for each appropriate jurisdiction as is necessary, in the Agent's its sole discretion, to perfect release any Agent’s Lien upon any Collateral (i) upon the Collateral Agent's security interest termination of the Commitments and payment and satisfaction in full by Borrowers of all Loans and reimbursement obligations in respect of Letters of Credit and related credit support, and the Collateral;
termination or cash collateralization of all outstanding Letters of Credit (whether or not any of such obligations are due) and all other Obligations (other than in indemnification and other contingent obligations for which no amount is due and owing and with respect to which no claim has been made), all in accordance with the provisions of Paragraph 3.2; (ii) constituting property being sold or disposed of if Borrowers certify to Agent that the sale or disposition is made in compliance with this Agreement (and Agent may rely conclusively on any such certificate, without further inquiry); (iii) searches of ownership of intellectual constituting property in which Borrowers owned no interest at the appropriate governmental offices and such patent/trademark/copyright filings as requested by time the Agent in order to perfect the Collateral Agent's security interest in the Collateral;
Lien was granted or at any time thereafter; or (iv) all instruments and chattel paper constituting property leased to Borrowers under a lease which has expired or been terminated in the possession a transaction permitted under this Agreement. Except as provided above or in Section 13.21, Agent will not release any of the Credit PartiesAgent’s Liens without the prior written authorization of Lenders. Upon request by Agent or Borrowers at any time, together with allonges Lenders will confirm in writing Agent’s authority to release any Agent’s Liens upon particular types or assignments items of Collateral pursuant to this Paragraph 12.10.
(b) Upon receipt by Agent of any authorization required pursuant to subparagraph 12.10(a) from Lenders of Agent’s authority to release any Agent’s Liens upon particular types or items of Collateral, and upon at least five (5) Business Days prior written request by Borrowers, Agent shall (and is hereby irrevocably authorized by Lenders to) execute such documents as may be necessary to evidence the release of the Agent’s Liens upon such Collateral; provided, however, that (i) Agent shall not be required to execute any such document on terms which, in Agent’s opinion, would expose Agent to liability or appropriate create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of Borrowers in respect of) all interests retained by Borrowers, including the proceeds of any sale, all of which shall continue to perfect constitute part of the Collateral.
(c) Agent shall have no obligation whatsoever to any of the Lenders to assure that the Collateral exists or is owned by Borrowers or is cared for, protected or insured or has been encumbered, or that the Agent's security ’s Liens have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Agent may act in any manner it may deem appropriate, in its sole discretion given Agent’s own interest in the Collateral to the extent required under the Security Agreement and/or the Pledge Agreement;
(v) duly executed consents in its capacity as are necessary, in the Agent's sole discretion, to perfect the Collateral Agent's security interest in the Collateral; and
(vi) satisfactory evidence that (A) the Collateral Agent, on behalf one of the Lenders, holds a perfected Lien on all Collateral Lenders and (B) none that Agent shall have no other duty or liability whatsoever to any Lender as to any of the Collateral is subject to any other Liens other than Permitted Liensforegoing.
Appears in 2 contracts
Sources: Loan and Security Agreement (Regional Management Corp.), Loan and Security Agreement (Regional Management Corp.)
Collateral Matters. The Without limiting the provisions of Section 9.09, the Lenders and the L/C Issuer irrevocably authorize the Administrative Agent, at its option and in its discretion,
(a) to release any Lien on any property granted to or held by the Administrative Agent shall have received:
under any Loan Document (i) searches of Uniform Commercial Code filings in the jurisdiction upon termination of the chief executive office Aggregate Commitments and payment in full of each all Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit Party (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and each jurisdiction where any Collateral the L/C Issuer have been made), (ii) that is located sold or where a filing would need otherwise disposed of or to be made sold or otherwise disposed of as part of or in order connection with any sale or other disposition permitted hereunder or under any other Loan Document, or (iii) subject to perfect Section 10.01, if approved, authorized or ratified in writing by the Collateral Agent's security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted LiensRequired Lenders;
(iib) duly executed UCC financing statements for each appropriate jurisdiction as is necessary, in the Agent's sole discretion, to perfect the Collateral Agent's security interest in the Collateral;
(iii) searches of ownership of intellectual subordinate any Lien on any property in the appropriate governmental offices and such patent/trademark/copyright filings as requested granted to or held by the Administrative Agent in order to perfect the Collateral Agent's security interest in the Collateral;
(iv) all instruments and chattel paper in the possession of the Credit Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Collateral Agent's security interest in the Collateral under any Loan Document to the extent required under the Security Agreement and/or the Pledge Agreement;
(v) duly executed consents as are necessary, in the Agent's sole discretion, to perfect the Collateral Agent's security interest in the Collateralholder of any Lien on such property that is permitted by Section 7.01; and
(vic) satisfactory evidence to acknowledge that the Lien of the Administrative Agent under any Loan Document does not encumber a Collateral Asset that has been sold by the Borrower for cash consideration if (Ai) such cash consideration has been delivered into the Collateral Account, (ii) the transfer of such Collateral Asset has not been or cannot be completed and (iii) the Borrower has settled such sale as a participation or similar arrangement (including settlement as a participation pending transfer). Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property pursuant to this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, on behalf value or collectability of the LendersCollateral, holds a perfected Lien on all Collateral and (B) none the existence, priority or perfection of the Collateral is subject Administrative Agent’s Lien thereon, or any certificate prepared by the Borrower in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any other Liens other than Permitted Liens.failure to monitor or maintain any portion of the Collateral. [***] CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION
Appears in 2 contracts
Sources: Credit Agreement (Watford Holdings Ltd.), Credit Agreement (Watford Holdings Ltd.)
Collateral Matters. The Agent shall have received:
(ia) searches of Uniform Commercial Code filings Lenders hereby irrevocably authorize Agent, at its option and in the jurisdiction of the chief executive office of each Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Collateral Agent's security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens;
(ii) duly executed UCC financing statements for each appropriate jurisdiction as is necessary, in the Agent's its sole discretion, to perfect release any Liens upon any Collateral (i) upon the Collateral Agent's security interest termination of the Commitments and payment and satisfaction in full by Borrowers of all Loans and reimbursement obligations in respect of Letters of Credit, and the Collateral;
termination of all outstanding Letters of Credit (whether or not any of such obligations are due) and all other Obligations; (ii) constituting property being sold or disposed of if Borrowers certify to Agent that the sale or disposition is made in compliance with Section 6.8 (and Agent may rely conclusively on any such certificate, without further inquiry); (iii) searches of ownership of intellectual constituting property in which Credit Parties owned no interest at the appropriate governmental offices and such patent/trademark/copyright filings as requested by time the Agent in order to perfect the Collateral Agent's security interest in the Collateral;
Lien was granted or at any time thereafter; or (iv) all instruments constituting property leased to Credit Parties under a lease which has expired or been terminated in a transaction permitted under this Agreement. Except as provided above, Agent will not release any of its Liens without the prior written authorization of the Lenders; provided that Agent may (so long as (x) no Default or Event of Default has occurred and chattel paper is continuing, or would result therefrom and (y) Credit Parties have provided evidence to Agent (in form and substance satisfactory to Agent) that EBITDA of Holdings and its Subsidiaries on a consolidated basis for the most recently ended four fiscal quarters, exclusive of the amount of such EBITDA which is attributable to the assets of Credit Parties so released from the Collateral, would not be less than $85,000,000), in its discretion, release its Liens on Collateral valued in the possession aggregate for all such releases from and after the Closing Date not in excess of $2,500,000 during each Fiscal Year without the prior written authorization of any Lenders and Agent may (so long as (x) no Default or Event of Default has occurred and is continuing, or would result therefrom and (y) Credit Parties have provided evidence to Agent (in form and substance satisfactory to Agent) that EBITDA of Holdings and its Subsidiaries on a consolidated basis for the most recently ended four fiscal quarters, exclusive of the amount of such EBITDA which is attributable to the assets of Credit PartiesParties so released from the Collateral, together would not be less than $85,000,000) release to release, its Liens on Collateral valued in the aggregate for all such releases from and after the Closing Date greater than $2,500,000 but not in excess of 10% of the aggregate Commitments as of the Closing Date with allonges the prior written authorization of Requisite Lenders. Upon request by Agent or assignments Borrowers at any time, Lenders will confirm in writing Agent’s authority to release any Liens upon particular types or items of Collateral pursuant to this Section 9.10.
(b) Upon receipt by Agent of any authorization required pursuant to Section 9.10 from Lenders of Agent’s authority to release any Liens upon particular types or items of Collateral, and upon at least five Business Days’ prior written request by Borrowers, Agent shall (and is hereby irrevocably authorized by Lenders to) execute such documents as may be necessary or appropriate to perfect evidence the Collateral Agent's security interest in the Collateral release of its Liens upon such Collateral; provided, however, that (i) Agent shall not be required to the extent required under the Security Agreement and/or the Pledge Agreement;
(v) duly executed consents as are necessaryexecute any such document on terms which, in Agent’s opinion, would expose Agent to liability or create any obligation or entail any consequence other than the Agent's sole discretionrelease of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of Credit Parties in respect of) all interests retained by Credit Parties, including the proceeds of any sale, all of which shall continue to perfect the Collateral Agent's security interest in constitute part of the Collateral; and
(vi) satisfactory evidence that (A) the Collateral Agent, on behalf of the Lenders, holds a perfected Lien on all Collateral and (B) none of the Collateral is subject to any other Liens other than Permitted Liens.
Appears in 2 contracts
Sources: Credit Agreement (Blount International Inc), Credit Agreement (Blount International Inc)
Collateral Matters. The Agent shall have received:
(a) Lenders hereby irrevocably authorize Agent, at its option and in its discretion, to release any Agent’s Lien upon any Collateral (i) searches of Uniform Commercial Code filings in upon the jurisdiction termination of the chief executive office of each Credit Party Commitments and each jurisdiction where any Collateral is located or where a filing would need to be made Payment in order to perfect the Collateral Agent's security interest in the Collateral, copies Full of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens;
Obligations; (ii) duly executed UCC financing statements for each appropriate jurisdiction constituting property being sold or disposed of in compliance with this Agreement and so long as Borrowers certify to Agent that the sale or disposition is necessarymade in compliance with this Agreement (and Agent may rely conclusively on any such certificate, in the Agent's sole discretion, to perfect the Collateral Agent's security interest in the Collateral;
without further inquiry); (iii) searches of ownership of intellectual property in the appropriate governmental offices as contemplated by Section 4.6 and such patent/trademark/copyright filings as requested by the Agent in order to perfect the Collateral Agent's security interest in the Collateral;
Section 8.18; (iv) all instruments and chattel paper constituting property in which Borrowers owned no interest at the possession time the Lien was granted or at any time thereafter; or (v) constituting property leased to Borrowers under a lease which has expired or been terminated in a transaction permitted under this Agreement. Except as provided above or in Section 13.21, Agent will not release any of the Credit PartiesAgent’s Liens without the prior written authorization of Lenders. Upon request by Agent or Borrowers at any time, together with allonges Lenders will confirm in writing Agent’s authority to release any Agent’s Liens upon particular types or assignments items of Collateral pursuant to this Section 12.10; it being understood that such confirmation is not a condition to any Lien release otherwise permitted by this clause (a).
(b) If a Lien release is authorized by the foregoing clause (a), upon prior written request by Borrowers, Agent shall (and is hereby irrevocably authorized by Lenders to) promptly thereafter execute such documents as may be necessary to evidence the release of the Agent’s Liens upon such Collateral (each to be in form and substance acceptable to Agent in its Permitted Discretion); provided, however, that (i) Agent shall not be required to execute any such document on terms which, in Agent’s opinion, would expose Agent to liability or appropriate create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of Borrowers in respect of) all interests retained by Borrowers, including the proceeds of any sale, all of which shall continue to perfect constitute part of the Collateral.
(c) Agent shall have no obligation whatsoever to any of the Lenders to assure that the Collateral exists or is owned by Borrowers or is cared for, protected or insured or has been encumbered, or that the Agent's security ’s Liens have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Agent may act in any manner it may deem appropriate, in its sole discretion given Agent’s own interest in the Collateral to the extent required under the Security Agreement and/or the Pledge Agreement;
(v) duly executed consents in its capacity as are necessary, in the Agent's sole discretion, to perfect the Collateral Agent's security interest in the Collateral; and
(vi) satisfactory evidence that (A) the Collateral Agent, on behalf one of the Lenders, holds a perfected Lien on all Collateral Lenders and (B) none that Agent shall have no other duty or liability whatsoever to any Lender as to any of the Collateral is subject to any other Liens other than Permitted Liensforegoing.
Appears in 2 contracts
Sources: Loan and Security Agreement (Regional Management Corp.), Loan and Security Agreement (Regional Management Corp.)
Collateral Matters. (a) The Lenders hereby irrevocably authorize the Agent, at its option and in its sole discretion, to release any Agent’s Liens upon any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full by the Borrowers of all Loans and Letter of Credit Obligations, and the termination of all outstanding Letters of Credit (whether or not any of such obligations are due) and all other Obligations; (ii) constituting property being sold or disposed of if the Borrowers’ Agent certifies to the Agent that the sale or disposition is made in compliance with Section 7.9 (and the Agent may rely conclusively on any such certificate, without further inquiry); (iii) constituting property in which the Obligors owned no interest at the time the Lien was granted or at any time thereafter; or (iv) constituting property leased to an Obligor under a lease which has expired or been terminated in a transaction permitted under this Agreement. Except as provided above, the Agent will not release any of the Agent’s Liens without the prior written authorization of the Lenders; provided that the Agent may, in its discretion, release the Agent’s Liens on any Subsidiary being sold (whether through a stock or asset sale), and on Collateral valued in the aggregate not in excess of $5,000,000 during each Fiscal Year, with the prior written authorization of the Required Lenders. Upon request by the Agent or the Borrowers’ Agent at any time, the Lenders will confirm in writing the Agent’s authority to release any Agent’s Liens upon particular types or items of Collateral pursuant to this Section 12.11.
(b) Upon receipt by the Agent of any authorization required pursuant to Section 12.11(a) from the Lenders of the Agent’s authority to release the Agent’s Liens upon particular types or items of Collateral, and upon at least five (5) Business Days prior written request by the Borrowers’ Agent, the Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Agent’s Liens upon such Collateral (including amendments or terminations of UCC financing statements, if any, the return of stock certificates, if any, and the release of any Subsidiary being released in its entirety from its obligations, if any, under the Loan Documents); provided, however, that (i) the Agent shall not be required to execute any such document on terms which, in the Agent’s opinion, would expose the Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of any Obligor in respect of) all interests retained by the applicable Obligor, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral.
(c) The Agent shall have received:
(i) searches of Uniform Commercial Code filings in the jurisdiction no obligation whatsoever to any of the chief executive office of each Credit Party and each jurisdiction where any Collateral is located or where a filing would need Lenders to be made in order to perfect assure that the Collateral exists or is owned by any Obligor or is cared for, protected or insured or has been encumbered, or that the Agent's security interest ’s Liens have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, copies of or any act, omission or event related thereto, the financing statements on file Agent may act in such jurisdictions and evidence that no Liens exist other than Permitted Liens;
(ii) duly executed UCC financing statements for each appropriate jurisdiction as is necessaryany manner it may deem appropriate, in the Agent's its sole discretion, to perfect given the Collateral Agent's security interest in the Collateral;
(iii) searches of ownership of intellectual property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Agent in order to perfect the Collateral Agent's security interest in the Collateral;
(iv) all instruments and chattel paper in the possession of the Credit Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Collateral Agent's security ’s own interest in the Collateral to the extent required under the Security Agreement and/or the Pledge Agreement;
(v) duly executed consents in its capacity as are necessary, in the Agent's sole discretion, to perfect the Collateral Agent's security interest in the Collateral; and
(vi) satisfactory evidence that (A) the Collateral Agent, on behalf one of the Lenders, holds a perfected Lien on all Collateral Lenders and (B) none that the Agent shall have no other duty or liability whatsoever to any Lender as to any of the Collateral is subject to any other Liens other than Permitted Liensforegoing.
Appears in 2 contracts
Sources: Credit Agreement (PSS World Medical Inc), Credit Agreement (PSS World Medical Inc)
Collateral Matters. (a) The Administrative Agent shall have received:and the Collateral Agent are hereby authorized by each Lender, without the necessity of any notice to or further consent from any Lender, and without the obligation to take any such action, to take any action with respect to any Collateral or any Security Document which may from time to time be necessary to perfect and maintain perfected the Liens of the Security Documents.
(ib) searches of Uniform Commercial Code filings in the jurisdiction of the chief executive office of each Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Collateral Agent's security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens;
(ii) duly executed UCC financing statements for each appropriate jurisdiction as is necessary, in the Agent's sole discretion, to perfect the Collateral Agent's security interest in the Collateral;
(iii) searches of ownership of intellectual property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Agent in order to perfect the Collateral Agent's security interest in the Collateral;
(iv) all instruments and chattel paper in the possession of the Credit Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Collateral Agent's security interest in the Collateral to the extent required under the Security Agreement and/or the Pledge Agreement;
(v) duly executed consents as are necessary, in the Agent's sole discretion, to perfect the Collateral Agent's security interest in the Collateral; and
(vi) satisfactory evidence that (A) The Lenders irrevocably authorize the Collateral Agent, on behalf at its option and in its discretion, to release (and to execute and deliver such documents, instruments and agreements as the Collateral Agent may deem necessary to release) any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Lenders, holds a perfected Lien on all Collateral Revolving Loan Commitments and (B) none the full Cash Collateralization of the Collateral is subject to any then outstanding L/C Obligations and the payment in full of all Loans and all other Liens Obligations (other than Permitted Lienscontingent indemnity obligations to the extent no claim has been asserted) payable under this Agreement and under the other Credit Documents; (ii) constituting property of the Loan Parties which is sold, transferred or otherwise disposed of in connection with any transaction not prohibited by this Agreement or the Credit Documents; (iii) constituting property leased to the Loan Parties under an operating lease which has expired or been terminated in a transaction not prohibited by this Agreement or the Credit Documents or which will concurrently expire and which has not been and is not intended by the Loan Parties to be, renewed or extended; (iv) consisting of an instrument, if the Indebtedness evidenced thereby has been paid in full; or (v) if approved or consented to by those of the Lenders required by Section 8.04. Upon request by the Collateral Agent or the Administrative Agent, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral (and the Administrative Agent’s authority to direct the Collateral Agent to so release particular types or items of Collateral) pursuant to this Section 7.07.
(c) Unless all the Lenders otherwise consent in writing, any and all cash collateral for the Obligations shall be released to the Borrower, to the extent not applied to the Obligations, only if (i) the Revolving Loan Commitments have been terminated (ii) all Obligations have been paid in full and are no longer outstanding, including, without limitation, any L/C Obligations but not including contingent indemnification obligations.
Appears in 2 contracts
Sources: Credit Agreement (Genius Products Inc), Credit Agreement (Genius Products Inc)
Collateral Matters. The Lenders irrevocably authorize Agent, at its option and in its reasonable discretion, to (a) release any Lien granted to or held by Agent shall have received:
under any Security Document (i) searches of Uniform Commercial Code filings in the jurisdiction upon termination of the chief executive office Revolving Loan Commitment and Term Loan Commitment and payment in full of each Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Collateral Agent's security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist all Obligations (other than Permitted Liens;
inchoate indemnification obligations for which no claim has yet been made); (ii) duly executed UCC financing statements for each appropriate jurisdiction constituting property sold or disposed of as is necessarypart of or in connection with any disposition permitted under any Financing Document (it being understood and agreed that Agent may conclusively MidCap / Omada Health / Credit, Security and Guaranty Agreement rely without further inquiry on a certificate of a Responsible Officer as to the sale or other disposition of property being made in full compliance with the Agent's sole discretion, to perfect provisions of the Collateral Agent's security interest in the Collateral;
Financing Documents) or (iii) searches of ownership of intellectual property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Agent in order to perfect the Collateral Agent's security interest in the Collateral;
(iv) all instruments and chattel paper in the possession of the Credit Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Collateral Agent's security interest in the Collateral to the extent required such Lien is on property owned by a Guarantor and such Guarantor is released from its Obligations under the applicable Guarantee and; and (b) subordinate any Lien granted to or held by Agent under any Security Agreement Document to a Permitted Lien that is allowed to have priority over the Liens granted to or held by Agent pursuant to the definition of “Permitted Liens”. Upon request by Agent at any time, ▇▇▇▇▇▇▇ will confirm Agent’s authority to release and/or subordinate particular types or items of Collateral pursuant to this Section 11.9. Upon reasonable request of ▇▇▇▇▇▇▇▇▇, Agent shall execute and deliver and/or authorize the Pledge Agreement;
(v) duly executed consents as are necessaryfiling of all documents, in the each case in form and substance reasonably satisfactory to Agent's sole discretion, to perfect the evidence such termination or release and to deliver to Borrowers any such Collateral Agent's security interest in the Collateral; and
(vi) satisfactory evidence that (A) the Collateral Agent, on behalf of the Lenders, holds a perfected Lien on all Collateral and (B) none of the Collateral is subject to any other Liens other than Permitted Liensheld by Agent hereunder.
Appears in 2 contracts
Sources: Credit, Security and Guaranty Agreement (Omada Health, Inc.), Credit, Security and Guaranty Agreement (Omada Health, Inc.)
Collateral Matters. (a) The Agent may, but shall not be obligated to, from time to time make such disbursements and advances (“Agent Advances”) which the Agent, in its sole discretion, deems necessary or desirable to preserve, protect, prepare for sale or lease or dispose of the Collateral or any portion thereof or to pay any other amount chargeable to the Issuer pursuant to the terms of this Agreement, including, without limitation, costs, fees and expenses as described in Sections 8.01(d) or 12.04; provided, that the Agent will provide notice to the Issuer at least 5 days prior to making any Agent Advances (unless giving such notice would prejudice the Agent’s ability to preserve and protect the Collateral, in which case the Agent will provide whatever notice is practicable). The Agent Advances shall be repayable on demand, shall bear interest as set forth in Section 2.04(a), and shall be secured by the Collateral. The Agent Advances shall constitute Obligations hereunder which may be charged to the Note Account in accordance with Section 4.02. All such “Agent Advances” shall be funded with monies made available by the Holders, as no provisions of this Agreement or any Note Document shall require the Agent to expand or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or thereunder, or in the exercise of any of its rights or powers, unless it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is assured to it.
(b) The Holders hereby irrevocably authorize the Agent, at its option and in its discretion, to release any Lien granted to or held by the Agent upon any Collateral upon final payment and satisfaction of all Notes and all other Obligations; or Collateral constituting property being sold or disposed of in the ordinary course of any Obligor’s business and in compliance with the terms of this Agreement and the other Note Documents; or if approved, authorized or ratified in writing by the Required Holders. Upon request by the Agent at any time, the Holders will confirm in writing the Agent’s authority to release particular types or items of Collateral pursuant to this Section 10.07(b).
(c) Without in any manner limiting the Agent’s authority to act without any specific or further authorization or consent by the Required Holders (as set forth in this Section 10.07(c)), each Holder agrees to confirm in writing, upon request by the Agent, the authority to release Collateral conferred upon the Agent under this Section 10.07. Upon receipt by the Agent of confirmation from the Holders of its authority to release any particular item or types of Collateral, and upon prior written request by any Obligor, the Agent shall (and is hereby irrevocably authorized by the Holders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Agent for the benefit of the Holders upon such Collateral; provided, however, that (i) the Agent shall not be required to execute any such document on terms which, in the Agent’s opinion, would expose the Agent to liability or create any obligations or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Lien upon (or obligations of any Obligor in respect of) all interests in the Collateral retained by any Obligor.
(d) The Agent shall have received:
(i) searches no obligation whatsoever to any Holder to assure that the Collateral exists or is owned by the Obligors or is cared for, protected or insured or has been encumbered or that the Lien granted to the Agent pursuant to this Agreement or any other Note Document has been properly or sufficiently or lawfully created, perfected, protected or enforced or is entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of Uniform Commercial Code filings in the jurisdiction care, disclosure or fidelity, or to continue exercising, any of the chief executive office rights, authorities and powers granted or available to the Agent in this Section 10.07 or in any other Note Document, it being understood and agreed that in respect of each Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Collateral Agent's security interest in the Collateral, copies of or any act, omission or event related thereto, the financing statements on file Agent may act in such jurisdictions and evidence that no Liens exist other than Permitted Liens;
(ii) duly executed UCC financing statements for each appropriate jurisdiction as is necessaryany manner it may deem appropriate, in the Agent's its sole discretion, to perfect given the Collateral Agent's security interest in the Collateral;
(iii) searches of ownership of intellectual property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Agent in order to perfect the Collateral Agent's security interest in the Collateral;
(iv) all instruments and chattel paper in the possession of the Credit Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Collateral Agent's security ’s own interest in the Collateral to the extent required under the Security Agreement and/or the Pledge Agreement;
(v) duly executed consents as are necessary, in the Agent's sole discretion, to perfect the Collateral Agent's security interest in the Collateral; and
(vi) satisfactory evidence that (A) the Collateral Agent, on behalf if it also is one of the Lenders, holds a perfected Lien on all Collateral Holders and (B) none of that the Collateral is subject Agent shall have no duty or liability whatsoever to any other Liens other than Permitted LiensHolder, except as otherwise provided herein.
Appears in 2 contracts
Sources: Securities Purchase Agreement (FriendFinder Networks Inc.), Securities Purchase Agreement (FriendFinder Networks Inc.)
Collateral Matters. (a) The Lenders (and each other Secured Party by their acceptance of the benefits of the Loan Documents shall be deemed to) hereby irrevocably authorize the Collateral Agent (and if applicable, any subagent appointed by the Collateral Agent under Section 13.2 or otherwise) to release its Liens on the Collateral, and the Collateral Agent’s Liens upon any Collateral shall have received:
be automatically released (i) searches of Uniform Commercial Code filings in the jurisdiction upon Full Payment of the chief executive office Obligations; (ii) upon a disposition of each Credit Party and each jurisdiction where Collateral permitted by Section 8.8 to a Person that is not an Obligor; (iii) if any such Collateral constitutes property in which the Obligors owned no interest at the time the Lien was granted or at any time thereafter; (iv) if any such Collateral constitutes property leased to an Obligor under a lease which has expired or been terminated in a transaction permitted under this Agreement; (v) to the extent the property constituting such Collateral is located owned by any Guarantor, upon the release of such Guarantor from its obligations under the Guarantee Agreement (in accordance with the second succeeding sentence and the Guarantee Agreement); (vi) as required by the Collateral Agent to effect any sale, transfer or where a filing would need other Disposition of Collateral in connection with any exercise of remedies of the Collateral Agent pursuant to be made in order the Security Documents, and (vii) to perfect the extent such Collateral otherwise becomes an Excluded Stock or an Excluded Asset. Except as provided above, the Collateral Agent will not release any of the Collateral Agent's security interest ’s Liens without the prior written authorization of the Required Lenders (or such other percentage of Lenders whose consent is required in accordance with Section 12.1); provided that, in addition to the foregoing, the Collateral Agent may, in its discretion, release such Collateral Agent’s Liens on Collateral valued in the Collateralaggregate not in excess of $1,000,000 during each Fiscal Year without the prior written authorization of any Lender, copies so long as all proceeds received in connection with such release are applied to the Obligations in accordance with Section 4.7 and, after giving effect to the application of such proceeds and the updating of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens;
(ii) duly executed UCC financing statements for each appropriate jurisdiction Borrowing Base, as is necessary, in the Agent's sole discretioncase may be, to perfect reflect the deletion of any assets subject to such release, Availability shall be no less than the Availability immediately prior to such release. Upon request by the Collateral Agent or the Borrower at any time, subject to the Borrower having certified to the Collateral Agent that the disposition is made in compliance with Section 8.8 (which the Collateral Agent may rely conclusively on any such certificate, without further inquiry), the Lenders will confirm in writing the Collateral Agent's security ’s authority to release any applicable Collateral Agent’s Liens upon particular types or items of Collateral pursuant to this Section 13.10. In addition, the Lenders (and each other Secured Party by their acceptance of the benefits of the Loan Documents shall be deemed to) hereby irrevocably authorize (w) the Collateral Agent to subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 8.12(c) or (q) (as to Fixed Asset Collateral only), (x) the Agent to release automatically any Guarantor from its obligations under the Guarantee Agreement if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted under this Agreement or such Person otherwise becomes an Excluded Subsidiary, in each case, solely to the extent such Subsidiary ceasing to constitute a Restricted Subsidiary or otherwise becoming an Excluded Subsidiary is not prohibited by this Agreement, (y) so long as both (1) no Default or Event of Default has occurred and is continuing or would result therefrom and (2) no Out-of-Formula Condition has occurred and is continuing or would result therefrom, then, to the extent that the Collateral Agent obtains possession of any Collateral by operation of Section 13.12 of this Agreement that constitutes Collateral that Obligors are not required to deliver to Collateral Agent at such time pursuant to the terms hereof, the Security Documents or any other contractual arrangement with any Obligor, following the written request by Borrower, Collateral Agent shall (to the extent not prohibited by applicable law or legal process) deliver such Collateral in accordance with the terms of the Intercreditor Agreement or, if no Intercreditor Agreement is then in effect, to the applicable Obligor, and (z) if after the date hereof Collateral Agent’s Lien has been expanded to include Fixed Asset Collateral in connection with incurrence of Debt pursuant to Section 8.12(q)(x) or (r) so long as all of the following conditions are satisfied (1) no Default or Event of Default has occurred and is continuing or would result therefrom, (2) no Out-of-Formula Condition has occurred and is continuing or would result therefrom, and (3) no Debt has been incurred in reliance on Section 8.12(q)(x) or (r) that remains outstanding (and no commitments for Debt that, if incurred would be incurred in reliance on Section 8.12(q)(x) or (r), remain outstanding) and no Liens are outstanding in reliance on clause (r), clause (jj), or, to the extent on account of Refinancing Debt, or outstanding commitments that, if incurred, would be Refinancing Debt, in each case incurred in reliance, directly or indirectly, on Section 8.12(q)(x) or (r)), clause (p) of the definition of Permitted Liens, promptly following the written request of the Borrower, the Collateral Agent shall release Collateral Agent’s Liens on Fixed Assets Collateral at the expense of the Obligors. Upon request by any Appointed Agent at any time, the Required Lenders will confirm in writing such Appointed Agent’s authority to release or subordinate its interest in the Collateral;particular types or items of property, or to release any Guarantor from its obligations pursuant to this Section 13.10(a).
(iiib) searches Upon receipt by any Appointed Agent of ownership any authorization required pursuant to Section 13.10(a) from the Lenders of intellectual property in such Appointed Agent’s authority to release or subordinate the appropriate governmental offices applicable Collateral Agent’s Liens upon particular types or items of Collateral, or to release any Guarantor from its obligations under the Guarantee Agreement, and such patent/trademark/copyright filings as requested upon at least three (3) Business Days’ prior written request by the Borrower, such Appointed Agent in order to perfect shall (and is hereby irrevocably authorized by the Collateral Agent's security interest in Lenders and the Collateral;
(ivother Secured Parties to) all instruments and chattel paper in the possession of the Credit Parties, together with allonges or assignments execute such documents as may be necessary to evidence the release of such Collateral Agent’s Liens upon such Collateral or appropriate to perfect subordinate its interest therein, or to release such Guarantor from its obligations under the Guarantee Agreement; provided, however, that (i) such Appointed Agent shall not be required to execute any such document on terms which, in such Appointed Agent’s opinion, would expose such Appointed Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Obligors in respect of) all interests retained by the Obligors, including the proceeds of any sale, all of which shall continue to constitute part of such Collateral.
(c) The Collateral Agent shall have no obligation whatsoever to any of the Lenders to assure that the Collateral exists or is owned by the Obligors or is cared for, protected or insured or has been encumbered, or that the applicable Collateral Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Collateral Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent's security ’s own interest in the Collateral to in its capacity as one of the extent required under the Security Agreement and/or the Pledge Agreement;
(v) duly executed consents as are necessary, in the Agent's sole discretion, to perfect Lenders and that the Collateral Agent's security interest in the Collateral; and
(vi) satisfactory evidence that (A) the Collateral Agent, on behalf Agent shall have no other duty or liability whatsoever to any Lender as to any of the Lenders, holds a perfected Lien on all Collateral and (B) none of the Collateral is subject to any other Liens other than Permitted Liensforegoing.
Appears in 2 contracts
Sources: Credit Agreement (ProFrac Holding Corp.), Credit Agreement (ProFrac Holding Corp.)
Collateral Matters. (a) The Lenders hereby irrevocably authorize Agent shall have received:
to release any Lien on any Collateral (i) searches upon the termination of Uniform Commercial Code filings the Commitments and payment and satisfaction in full by Borrower of all of the Obligations, (ii) constituting property being sold, leased, licensed, or otherwise disposed of, if a release is required or desirable in connection therewith and if Borrower certifies to Agent that the sale, lease, license, or other disposition is permitted under Section 6.4 (and Agent may rely conclusively on any such certificate, without further inquiry), (iii) constituting property which is the subject of a Permitted Spare Parts Installation (exclusive of any installation of Spare Parts of Borrower into other Spare Parts of Borrower, the installation of Spare Parts of Borrower into the Designated Engines, or the installation of Spare Parts of Borrower into any Ground Service Equipment of Borrower), (iv) so long as in the jurisdiction ordinary course of Borrower’s business, the exchange of Spare Parts of Borrower with other airlines, (v) constituting property in which Borrower owned no interest at the time Agent’s Lien was granted nor at any time thereafter, or (vi) constituting property leased to Borrower under a lease that has expired or is terminated in a transaction permitted under this Agreement. Borrower and the Lenders hereby irrevocably authorize Agent, based upon the instruction of the chief executive office Required Lenders, to credit bid and purchase (either directly or through one or more acquisition vehicles) all or any portion of each Credit Party the Collateral at any sale thereof conducted by Agent under the provisions of the Code, including pursuant to Sections 9-610 or 9-620 of the Code, at any sale thereof conducted under the provisions of the Bankruptcy Code, including Section 363 of the Bankruptcy Code, or at any sale or foreclosure conducted by Agent (whether by judicial action or otherwise) in accordance with applicable law. Except as provided above, Agent will not execute and each jurisdiction where deliver a release of any Lien on any Collateral without the prior written authorization of (y) if the release is located of all or where a filing would need to be made in order to perfect the Collateral Agent's security interest in substantially all of the Collateral, copies all of the financing statements Lenders, or (z) otherwise, the Required Lenders. Upon request by Agent or Borrower at any time, the Lenders will confirm in writing Agent’s authority to release any such Liens on file particular types or items of Collateral pursuant to this Section 15.11; provided, however, that (1) Agent shall not be required to execute any document necessary to evidence such release on terms that, in such jurisdictions and evidence that no Liens exist Agent’s opinion, would expose Agent to liability or create any obligation or entail any consequence other than Permitted Liens;
the release of such Lien without recourse, representation, or warranty, and (ii2) duly executed UCC financing statements for each appropriate jurisdiction as is necessarysuch release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of Borrower in respect of) all interests retained by Borrower, including, the proceeds of any sale, all of which shall continue to constitute part of the Collateral. The Lenders further hereby irrevocably authorize Agent's , at its option and in its sole discretion, to perfect subordinate any Lien granted to or held by Agent under any Loan Document to the holder of any Permitted Lien on such property if such Permitted Lien secures Permitted Purchase Money Indebtedness.
(b) Agent shall have no obligation whatsoever to any of the Lenders to assure that the Collateral exists or is owned by Borrower or is cared for, protected, or insured or has been encumbered, or that Agent's security interest ’s Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or that any particular items of Collateral meet the eligibility criteria applicable in respect thereof or whether to impose, maintain, reduce, or eliminate any particular reserve hereunder or whether the amount of any such reserve is appropriate or not, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral;
(iii) searches of ownership of intellectual property , or any act, omission, or event related thereto, subject to the terms and conditions contained herein, Agent may act in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Agent any manner it may deem appropriate, in order to perfect the Collateral its sole discretion given Agent's security interest in the Collateral;
(iv) all instruments and chattel paper in the possession of the Credit Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Collateral Agent's security ’s own interest in the Collateral to the extent required under the Security Agreement and/or the Pledge Agreement;
(v) duly executed consents in its capacity as are necessary, in the Agent's sole discretion, to perfect the Collateral Agent's security interest in the Collateral; and
(vi) satisfactory evidence that (A) the Collateral Agent, on behalf one of the Lenders, holds a perfected Lien on all Collateral Lenders and (B) none that Agent shall have no other duty or liability whatsoever to any Lender as to any of the Collateral is subject to any other Liens other than Permitted Liensforegoing, except as otherwise provided herein.
Appears in 2 contracts
Sources: Credit Agreement (Alaska Air Group Inc), Credit Agreement (Alaska Air Group Inc)
Collateral Matters. The Agent shall have received:
(a) Lenders hereby irrevocably authorize Agent, at its option and in its discretion, to release any Agent’s Lien upon any Collateral (i) searches of Uniform Commercial Code filings in upon the jurisdiction termination of the chief executive office of each Credit Party Commitments and each jurisdiction where any Collateral is located or where a filing would need to be made Payment in order to perfect the Collateral Agent's security interest in the Collateral, copies Full of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens;
Obligations; (ii) duly executed UCC financing statements for each appropriate jurisdiction constituting property being sold or disposed of in compliance with this Agreement and so long as Borrowers certify to Agent that the sale or disposition is necessarymade in compliance with this Agreement (and Agent may rely conclusively on any such certificate, in the Agent's sole discretion, to perfect the Collateral Agent's security interest in the Collateral;
without further inquiry); (iii) searches of ownership of intellectual property in the appropriate governmental offices as contemplated by Section 4.6 and such patent/trademark/copyright filings as requested by the Agent in order to perfect the Collateral Agent's security interest in the Collateral;
Section 8.18; (iv) all instruments and chattel paper constituting property in which ▇▇▇▇▇▇▇▇▇ owned no interest at the possession time the Lien was granted or at any time thereafter; or (v) constituting property leased to Borrowers under a lease which has expired or been terminated in a transaction permitted under this Agreement. Except as provided above or in Section 13.21, Agent will not release any of the Credit PartiesAgent’s Liens without the prior written authorization of Lenders. Upon request by Agent or Borrowers at any time, together with allonges ▇▇▇▇▇▇▇ will confirm in writing Agent’s authority to release any Agent’s Liens upon particular types or assignments items of Collateral pursuant to this Section 12.10; it being understood that such confirmation is not a condition to any Lien release otherwise permitted by this clause (a).
(b) If a Lien release is authorized by the foregoing clause (a), upon prior written request by ▇▇▇▇▇▇▇▇▇, Agent shall (and is hereby irrevocably authorized by Lenders to) promptly thereafter execute such documents as may be necessary to evidence the release of the Agent’s Liens upon such Collateral (each to be in form and substance acceptable to Agent in its Permitted Discretion); provided, however, that (i) Agent shall not be required to execute any such document on terms which, in Agent’s opinion, would expose Agent to liability or appropriate create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of Borrowers in respect of) all interests retained by Borrowers, including the proceeds of any sale, all of which shall continue to perfect constitute part of the Collateral.
(c) Agent shall have no obligation whatsoever to any of the Lenders to assure that the Collateral exists or is owned by Borrowers or is cared for, protected or insured or has been encumbered, or that the Agent's security ’s Liens have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Agent may act in any manner it may deem appropriate, in its sole discretion given Agent’s own interest in the Collateral to the extent required under the Security Agreement and/or the Pledge Agreement;
(v) duly executed consents in its capacity as are necessary, in the Agent's sole discretion, to perfect the Collateral Agent's security interest in the Collateral; and
(vi) satisfactory evidence that (A) the Collateral Agent, on behalf one of the Lenders, holds a perfected Lien on all Collateral Lenders and (B) none that Agent shall have no other duty or liability whatsoever to any Lender as to any of the Collateral is subject to any other Liens other than Permitted Liensforegoing.
Appears in 2 contracts
Sources: Loan and Security Agreement (Regional Management Corp.), Loan and Security Agreement (Regional Management Corp.)
Collateral Matters. (a) The Lenders hereby irrevocably authorize the Agent, at its option and in its discretion, to release any Lien granted to or held by the Agent upon any Collateral upon the payment in full in cash of all Obligations (other than unasserted contingent indemnification Obligations); or constituting property being sold or disposed of in compliance with the terms of this Agreement and the Other Documents; or constituting property in which any applicable Loan Party owned no interest at the time the Lien was granted or at any time thereafter; or if approved, authorized or ratified in writing by the Lenders. Upon request by the Agent at any time, the Lenders will confirm in writing the Agent’s authority to release particular types or items of Collateral pursuant to this Section 14.13(a).
(b) Without in any manner limiting the Agent’s authority to act without any specific or further authorization or consent by the Lenders (as set forth in Section 14.13(a)), each Lender agrees to confirm in writing, upon request by the Agent, the authority to release Collateral conferred upon the Agent under Section 14.13(a). Either without such confirmation (if the Agent has not requested such confirmation) or upon receipt by the Agent of such confirmation (if the Agent has requested such confirmation), and upon prior written request by Borrowing Agent, the Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Agent to the extent permitted by Section 14.13; provided, however, that (i) the Agent shall not be required to execute any such document on terms which, in the Agent’s opinion, would expose the Agent to liability or create any obligations or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Lien upon (or obligations any Loan Party in respect of) all interests in the Collateral retained by any applicable Loan Party.
(c) The Agent shall have received:
(i) searches no obligation whatsoever to any Lender to assure that the Collateral exists or is owned by any Loan Party or is cared for, protected or insured or has been encumbered or that the Lien granted to the Agent pursuant to this Agreement or any Other Document has been properly or sufficiently or lawfully created, perfected, protected or enforced or is entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of Uniform Commercial Code filings in the jurisdiction care, disclosure or fidelity, or to continue exercising, any of the chief executive office rights, authorities and powers granted or available to the Agent in this Section 14.13 or in any Other Document, it being understood and agreed that in respect of each Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Collateral Agent's security interest in the Collateral, copies of or any act, omission or event related thereto, the financing statements on file Agent may act in such jurisdictions and evidence that no Liens exist other than Permitted Liens;
(ii) duly executed UCC financing statements for each appropriate jurisdiction as is necessaryany manner it may deem appropriate, in the Agent's its sole discretion, to perfect given the Collateral Agent's security interest in the Collateral;
(iii) searches of ownership of intellectual property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Agent in order to perfect the Collateral Agent's security interest in the Collateral;
(iv) all instruments and chattel paper in the possession of the Credit Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Collateral Agent's security ’s own interest in the Collateral to the extent required under the Security Agreement and/or the Pledge Agreement;
(v) duly executed consents as are necessary, in the Agent's sole discretion, to perfect the Collateral Agent's security interest in the Collateral; and
(vi) satisfactory evidence that (A) the Collateral Agent, on behalf one of the Lenders, holds a perfected Lien on all Collateral Lenders and (B) none of that the Collateral is subject Agent shall have no duty or liability whatsoever to any other Liens other than Permitted LiensLender, except as otherwise provided herein.
Appears in 2 contracts
Sources: Revolving Credit, Term Loan and Security Agreement (Twist Beauty S.a r.l. & Partners S.C.A.), Revolving Credit, Term Loan and Security Agreement (Twist Beauty S.a r.l. & Partners S.C.A.)
Collateral Matters. (a) The Agent shall have received:
(i) searches of Uniform Commercial Code filings Lenders hereby irrevocably authorize Agent, at its option and in the jurisdiction of the chief executive office of each Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Collateral Agent's security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens;
(ii) duly executed UCC financing statements for each appropriate jurisdiction as is necessary, in the Agent's its sole discretion, to perfect release any Lien on any Collateral (i) upon the Collateral Agent's security interest termination of the Commitments and payment and satisfaction in full by Borrower of all Obligations, (ii) constituting property being sold or disposed of if a release is required or desirable in connection therewith and if Borrower certifies to Agent that the Collateral;
sale or disposition is permitted under Section 6.4 or the other Loan Documents (and Agent may rely conclusively on any such certificate, without further inquiry), (iii) searches of ownership of intellectual constituting property in which Parent or its Subsidiaries owned no interest at the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Agent in order to perfect the Collateral time Agent's security interest in the Collateral;
’s Lien was granted nor at any time thereafter, or (iv) all instruments and chattel paper constituting property leased to Parent or its Subsidiaries under a lease that has expired or is terminated in a transaction permitted under this Agreement. The Lenders hereby irrevocably authorize Agent, based upon the possession instruction of the Credit PartiesRequired Lenders, together with allonges to credit bid and purchase (either directly or assignments as may be necessary through one or appropriate to perfect more acquisition vehicles) all or any portion of the Collateral at any sale thereof conducted by Agent under the provisions of the Code, including pursuant to Sections 9-610 or 9-620 of the Code, at any sale thereof conducted under the provisions of the Bankruptcy Code, including Section 363 of the Bankruptcy Code, or at any other sale or foreclosure conducted by Agent (whether by judicial action or otherwise) in accordance with applicable law. Except as provided above, Agent will not execute and deliver a release of any Lien on any Collateral without the prior written authorization of (y) if the release is of all or substantially all of the Collateral, all of the Lenders, or (z) otherwise, the Required Lenders. Upon request by Agent or Borrower at any time, the Lenders will confirm in writing Agent's security ’s authority to release any such Liens on particular types or items of Collateral pursuant to this Section 15.11; provided, however, that (1) Agent shall not be required to execute any document necessary to evidence such release on terms that, in Agent’s opinion, would expose Agent to liability or create any obligation or entail any consequence other than the release of such Lien without recourse, representation, or warranty, and (2) such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of Borrower in respect of) all interests retained by Borrower, including, the proceeds of any sale, all of which shall continue to constitute part of the Collateral. The Lenders further hereby irrevocably authorize Agent, at its option and in its sole discretion, to subordinate any Lien granted to or held by Agent under any Loan Document to the holder of any Permitted Lien on such property if such Permitted Lien secures Permitted Purchase Money Indebtedness.
(b) Agent shall have no obligation whatsoever to any of the Lenders to assure that the Collateral exists or is owned by Parent or its Subsidiaries or is cared for, protected, or insured or has been encumbered, or that Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, subject to the terms and conditions contained herein, Agent may act in any manner it may deem appropriate, in its sole discretion given Agent’s own interest in the Collateral to the extent required under the Security Agreement and/or the Pledge Agreement;
(v) duly executed consents in its capacity as are necessary, in the Agent's sole discretion, to perfect the Collateral Agent's security interest in the Collateral; and
(vi) satisfactory evidence that (A) the Collateral Agent, on behalf one of the Lenders, holds a perfected Lien on all Collateral Lenders and (B) none that Agent shall have no other duty or liability whatsoever to any Lender as to any of the Collateral is subject to any other Liens other than Permitted Liensforegoing, except as otherwise provided herein.
Appears in 2 contracts
Sources: Credit Agreement (Stanadyne Holdings, Inc.), Exim Guarantied Credit Agreement (Stanadyne Holdings, Inc.)
Collateral Matters. (a) The Lenders hereby irrevocably authorize the Agent (and if applicable, any subagent appointed by the Agent under Section 13.2 or otherwise), and the Agent (and if applicable, any subagent appointed by the Agent under Section 13.2 or otherwise) shall hereby have the obligation to release, subject to the satisfaction of any conditions to release (if any) set forth herein, including the continuance of the applicable Agent’s Lien in any proceeds of released Collateral, any such Agent’s Liens upon any Collateral (i) upon Full Payment of the Obligations; (ii) constituting property being sold, transferred or disposed of (to any Person that is not an Obligor), if the sale, transfer or disposition is made in compliance with Section 8.5 (which shall, upon reasonable request by the Agent, be certified by the Borrowers’ Agent, and the Agent may rely conclusively on any such certification without further inquiry; provided that no certification shall be required at any time with respect to any sales of items of Rental Equipment in the ordinary course of business so long as such Agent’s Lien continues in the proceeds of such Collateral); (iii) constituting property in which the Obligors owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to an Obligor under a lease which has expired or been terminated in a transaction permitted under this Agreement; (v) constituting Relinquished Property, if such Relinquished Property shall have been delivered to the applicable Qualified Intermediary in accordance with the applicable exchange agreement and a first priority perfected security interest shall have been granted by the applicable exchanger to the Agent for the benefit of the Secured Parties of a first priority perfected security interest in the rights of such exchanger in, to and under the related exchange agreement; (vi) constituting any Like-Kind Exchange Account; (vii) subject to Section 7.20(b), constituting property being sold, assigned, pledged or otherwise transferred pursuant to any Securitization Transaction; (viii) being or becoming an Excluded Asset (as defined in the U.S. Security Agreement or the Canadian Security Agreement, as applicable); or (ix) constituting property that is owned by a Guarantor that has been released from its obligations under the U.S. Guarantee Agreement or the Canadian Guarantee Agreements, as applicable, pursuant to this Section 13.11 or Section 4.3(h). Except as provided above or in Section 12.1, the Agent will not release any of such Agent’s Liens without the prior written authorization of the Lenders; provided that, in addition to the foregoing, (A) the Agent may, in its discretion, release such Agent’s Liens on Collateral valued in the aggregate not in excess of $50,000,000 during each Fiscal Year without the prior written authorization of any Lender; and (B) the Agent may release the Agent’s Liens on Collateral valued in the aggregate not in excess of $100,000,000 during each Fiscal Year with the prior written authorization of Required Lenders, so long as all proceeds received in connection with such release are applied to the Obligations in accordance with Section 4.6 and, after giving effect to the application of such proceeds and the updating of the U.S. Borrowing Base or the Canadian Borrowing Base, as the case may be, to reflect the deletion of any assets subject to such release, U.S. Availability or Canadian Availability, as the case may be, shall be no less than the U.S. Availability or the Canadian Availability, as the case may be, immediately prior to such release. In addition, the Lenders hereby irrevocably authorize the Agent to (x) subordinate any Lien on any property granted to or held by the Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 8.1(d) and (y) release any Guarantor from its obligations under the U.S. Guarantee Agreement or the Canadian Guarantee Agreements (A) if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder or becomes an Excluded Subsidiary, (B) as provided in Section 4.3(h) with respect to the obligations of the Canadian Guarantors to guarantee the Obligations of the Canadian Borrower or (C) as provided in Section 12.1. Upon request by the Agent or the Borrowers at any time, the Required Lenders will confirm in writing the Agent’s authority to release or subordinate the applicable Agent’s Liens upon particular types or items of Collateral, or to release any Guarantor from its obligations pursuant to this Section 13.11(a).
(b) Upon receipt by the Agent of any authorization required pursuant to Section 13.11(a) from the Required Lenders of the Agent’s authority to release or subordinate the applicable Agent’s Liens upon particular types or items of Collateral, or to release any Guarantor from its obligations under the U.S. Guarantee Agreement or the Canadian Guarantee Agreement, and upon prior written request by the Borrowers, the Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of such Agent’s Liens upon such Collateral or to subordinate its interest therein, or to release such Guarantor from its obligations under the U.S. Guarantee Agreement or the Canadian Guarantee Agreement; provided, however, that (i) the Agent shall not be required to execute any such document on terms which, in the Agent’s opinion, would expose the Agent to liability or create any obligation or entail any consequence other than the release of such Liens or Guarantee without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Obligors in respect of) all interests retained by the Obligors, including the proceeds of any sale, all of which shall continue to constitute part of such Collateral.
(c) The Agent shall have received:
(i) searches of Uniform Commercial Code filings in the jurisdiction no obligation whatsoever to any of the chief executive office of each Credit Party and each jurisdiction where any Collateral is located or where a filing would need Lenders to be made in order to perfect assure that the Collateral exists or is owned by the Obligors or is cared for, protected or insured or has been encumbered, or that the applicable Agent's security interest ’s Liens have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, copies of or any act, omission or event related thereto, the financing statements on file Agent may act in such jurisdictions and evidence that no Liens exist other than Permitted Liens;
(ii) duly executed UCC financing statements for each appropriate jurisdiction as is necessaryany manner it may deem appropriate, in the Agent's its sole discretion, to perfect given the Collateral Agent's security interest in the Collateral;
(iii) searches of ownership of intellectual property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Agent in order to perfect the Collateral Agent's security interest in the Collateral;
(iv) all instruments and chattel paper in the possession of the Credit Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Collateral Agent's security ’s own interest in the Collateral to the extent required under the Security Agreement and/or the Pledge Agreement;
(v) duly executed consents in its capacity as are necessary, in the Agent's sole discretion, to perfect the Collateral Agent's security interest in the Collateral; and
(vi) satisfactory evidence that (A) the Collateral Agent, on behalf one of the Lenders, holds a perfected Lien on all Collateral Lenders and (B) none that the Agent shall have no other duty or liability whatsoever to any Lender as to any of the Collateral is subject to any other Liens other than Permitted Liensforegoing.
Appears in 1 contract
Sources: Credit Agreement (United Rentals North America Inc)
Collateral Matters. (a) The Lenders hereby irrevocably authorize the Agent (and if applicable, any subagent appointed by the Agent under Section 13.2 or otherwise), and the Agent (and if applicable, any subagent appointed by the Agent under Section 13.2 or otherwise) shall hereby have received:
the obligation to release, subject to the satisfaction of any conditions to release (if any) set forth herein, including the continuance of the applicable Agent’s Lien on any proceeds of released Collateral, any such Agent’s Liens upon any Collateral (i) searches of Uniform Commercial Code filings in the jurisdiction upon Full Payment of the chief executive office of each Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Collateral Agent's security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens;
Obligations; (ii) duly executed UCC financing statements for each appropriate jurisdiction as constituting property being sold, transferred or disposed of (to any Person that is necessarynot an Obligor), if the sale, transfer or disposition is made in compliance with this Agreement (which shall, upon reasonable request by the Agent, be certified by the Borrowers’ Agent, and the Agent may rely conclusively on any such certification without further inquiry; provided that no certification shall be required at any time with respect to any sales of items of Rental Equipment, Service Vehicles or Spare Parts and Merchandise in the ordinary course of business so long as such Agent's sole discretion, to perfect the Collateral Agent's security interest ’s Lien continues in the proceeds of such Collateral;
); (iii) searches of ownership of intellectual constituting property in which the appropriate governmental offices and such patent/trademark/copyright filings as requested by Obligors owned no interest at the Agent in order to perfect time the Collateral Agent's security interest in the Collateral;
Lien was granted or at any time thereafter; (iv) all instruments and chattel paper constituting property leased to an Obligor under a lease which has expired or been terminated in the possession of the Credit Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Collateral Agent's security interest in the Collateral to the extent required a transaction permitted under the Security Agreement and/or the Pledge this Agreement;
; (v) duly executed consents as are necessaryconstituting Relinquished Property, if such Relinquished Property shall have been delivered to the applicable Qualified Intermediary in accordance with the Agent's sole discretion, to perfect the Collateral Agent's applicable exchange agreement and a first priority perfected security interest in shall have been granted by the Collateral; and
(vi) satisfactory evidence that (A) applicable exchanger to the Collateral Agent, on behalf Agent for the benefit of the Lenders, holds a perfected Lien on all Collateral and (B) none of the Collateral is subject to any other Liens other than Permitted Liens.Secured
Appears in 1 contract
Sources: Credit Agreement (Herc Holdings Inc)
Collateral Matters. The Agent shall have received:
(i) searches of Uniform Commercial Code filings in the jurisdiction of the chief executive office of each Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect Lenders hereby irrevocably authorize the Collateral Agent's security interest , at its option and in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens;
(ii) duly executed UCC financing statements for each appropriate jurisdiction as is necessary, in the Agent's its sole discretion, to perfect release any Lien upon any Collateral and to terminate any guarantee (i) upon the termination of the Commitments and payment and satisfaction in full of all Loans and reimbursement obligations in respect of Letters of Credit, and the termination of all outstanding Letters of Credit (whether or not any of such obligations are due) and all other Obligations (other than contingent indemnification and expense reimbursement obligations for which no claim has been made); (ii) constituting property being sold or disposed of (or being encumbered pursuant to clause (l) of the Permitted Encumbrance definition) if the Loan Party disposing of such property certifies to the Collateral Agent that the sale or disposition (or encumbrance) is made in compliance with Section 6.03 (or if applicable, a Permitted Encumbrance permitted under said clause (l)) (and the Collateral Agent may rely conclusively on any such certification without further inquiry); (iii) constituting property in which no Loan Party owned any interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to a Loan Party under a lease which has expired or been terminated in a transaction permitted under this Agreement; or (v) pursuant to Section 8.10(b). Except as provided above, the Collateral Agent will not release any of its Liens without the prior written authorization of the Lenders (as required by Section 9.03); provided that the Collateral Agent may, in its discretion, release the Collateral Agent's security interest ’s Liens on Collateral valued in the Collateral;
(iii) searches aggregate not in excess of ownership $250,000 during each Fiscal Year without the prior written authorization of intellectual property in the appropriate governmental offices and such patent/trademark/copyright filings as requested any Lender. Upon request by the Collateral Agent or the Borrowers at any time, the Lenders will confirm in order to perfect writing the Collateral Agent's security interest ’s authority to release any Collateral Agent’s Liens upon particular types or items of Collateral pursuant to this Section 8.10. (b) In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of the Capital Stock or assets of a Loan Party to a person that is not (and is not required to become) a Loan Party, in each case in a transaction not prohibited by Section 6.03 and so long no Event of Default is then continuing or would result therefrom, the Collateral Agent shall promptly (and the Lenders hereby authorize the Collateral;
(iv) all instruments and chattel paper in the possession of the Credit Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Collateral Agent's security interest in the Collateral to the extent required under the Security Agreement and/or the Pledge Agreement;
(v) duly executed consents as are necessary, in the Agent's sole discretion, to perfect the Collateral Agent's security interest in the Collateral; and
(vi) satisfactory evidence that (A) the Collateral Agent, on behalf of the Lenders, holds a perfected Lien on all Collateral and (B) none of the Collateral is subject to any other Liens other than Permitted Liens.
Appears in 1 contract
Sources: Credit Agreement (Independence Contract Drilling, Inc.)
Collateral Matters. (a) The Collateral Agent shall have received:is hereby authorized by each Lender, without the necessity of any notice to or further consent from any Lender, and without the obligation to take any such action, to take any action with respect to any Collateral or any Security Document which may from time to time be necessary to perfect and maintain perfected the Liens of the Security Documents.
(b) The Lenders irrevocably authorize the Collateral Agent to release (and to execute and deliver such documents, instruments and agreements as the Collateral Agent may deem necessary to release) any Lien granted to or held by the Collateral Agent upon any Collateral (i) searches of Uniform Commercial Code filings in the jurisdiction upon (A) termination of the chief executive office of each Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect Commitments, (B) the Collateral Agent's security interest in the Collateral, copies full Cash Collateralization of the financing statements on file then outstanding L/C Obligations, (C) either full Cash Collateralization of or other arrangements satisfactory to the obligees thereof in such jurisdictions respect of Obligations under Lender Rate Contracts and evidence that no Liens exist Lender Bank Products and (D) the payment in full of all Loans and all other than Permitted Liens;
Obligations payable under this Agreement and under the other Credit Documents; (ii) duly executed UCC financing statements for each appropriate jurisdiction as constituting property of the Loan Parties which is necessarysold, transferred or otherwise disposed of in connection with any transaction permitted by this Agreement or the Agent's sole discretion, to perfect the Collateral Agent's security interest in the Collateral;
Credit Documents; (iii) searches of ownership of intellectual constituting property leased to the Loan Parties under an operating lease which has expired or been terminated in a transaction not prohibited by this Agreement or the appropriate governmental offices Credit Documents or which will concurrently expire and such patent/trademark/copyright filings as requested which has not been and is not intended by the Agent in order Loan Parties to perfect the Collateral Agent's security interest in the Collateral;
be, renewed or extended; (iv) all instruments and chattel paper consisting of an instrument, if the Indebtedness evidenced thereby has been paid in the possession of the Credit Parties, together with allonges full; or assignments as may be necessary or appropriate to perfect the Collateral Agent's security interest in the Collateral to the extent required under the Security Agreement and/or the Pledge Agreement;
(v) duly executed consents as are necessaryif approved or consented to by those of the Lenders required by Section 8.04. In the case of clause (ii) above involving a sale of a Guarantor, in the Agent's sole discretion, Lenders also irrevocably authorize the Administrative Agent to perfect release a Guarantor from the Collateral Agent's security interest in the Collateral; and
(vi) satisfactory evidence that (A) Guaranty. Upon request by the Collateral Agent, on behalf the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 7.07.
(c) Any and all cash collateral for the LendersObligations shall be released to the Borrowers, holds a perfected Lien on to the extent not applied to the Obligations, only if (i) the Commitments have been terminated (ii) all Collateral Obligations (other than Obligations in respect of Lender Rate Contracts and Lender Bank Products) have been paid in full and are no longer outstanding, including, without limitation, any L/C Obligations or any other contingent obligations and (Biii) none Obligations in respect of Lender Rate Contracts and Lender Bank Products have been either fully Cash Collateralized or other arrangements satisfactory to the obligees thereof have been made; provided, however, that any cash Collateral is subject to posted by any other Liens other than Permitted LiensBorrower under Sections 2.02(a), 2.02(g)(ii) or 2.03(a) shall be released if no Event of Default then exists and the situation requiring such cash Collateral no longer exists.
Appears in 1 contract
Collateral Matters. (a) The Agent shall have received:
Lenders hereby irrevocably authorize the Agent, at its option and in its sole discretion, to release any Agent's Lien upon any Collateral (i) searches of Uniform Commercial Code filings in upon the jurisdiction termination of the chief executive office Commitments and payment and satisfaction in full by Borrowers of each all Loans and reimbursement obligations in respect of Letters of Credit Party and each jurisdiction where Credit Support, and the termination of all outstanding Letters of Credit (whether or not any Collateral is located or where a filing would need to be made in order to perfect the Collateral Agent's security interest in the Collateral, copies of the financing statements on file in such jurisdictions obligations are due) and evidence that no Liens exist all other than Permitted Liens;
Obligations; (ii) duly executed UCC financing statements for constituting property being sold or disposed of if each appropriate jurisdiction Borrower certifies to the Agent that the sale or disposition is made in compliance with Section 9.9 (and the Agent may rely conclusively on any such ----------- certificate, without further inquiry); (iii) constituting property in which the Borrowers owned no interest at the time the Lien was granted or at any time thereafter; or (iv) constituting property leased to a Borrower under a lease which has expired or been terminated in a transaction permitted under this Agreement. Except as provided above, the Agent will not release any of the Agent's Liens without the prior written authorization of the Lenders; provided -------- that the Agent may, in its discretion, release the Agent's Liens on Collateral valued in the aggregate not in excess of $5,000,000 during any one year period without the prior written authorization of the Lenders. Upon request by the Agent or the Borrowers at any time, the Lenders will confirm in writing the Agent's authority to release any Agent's Liens upon particular types or items of Collateral pursuant to this Section 14.12. -------------
(b) Upon receipt by the Agent of any authorization required pursuant to Section 14.12(a) from the Lenders of the Agent's authority to ----------------- release any Agent's Liens upon particular types or items of Collateral, and upon at least five (5) Business Days' prior written request by the Borrowers, the Agent shall (and is necessaryhereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Agent's Liens upon such Collateral; provided, however, that (i) the Agent shall not be -------- ------- required to execute any such document on terms which, in the Agent's sole discretionopinion, would expose the Agent to perfect liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Borrowers in respect of) all interests retained by the Borrowers, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral.
(c) The Agent shall have no obligation whatsoever to any of the Lenders to assure that the Collateral exists or is owned by a Borrower or is cared for, protected or insured or has been encumbered, or that the Agent's security interest Liens have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral;
(iii) searches of ownership of intellectual property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by , or any act, omission or event related thereto, the Agent may act in order to perfect any manner it may deem appropriate, in its sole discretion given the Collateral Agent's security interest in the Collateral;
(iv) all instruments and chattel paper in the possession of the Credit Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Collateral Agent's security own interest in the Collateral to the extent required under the Security Agreement and/or the Pledge Agreement;
(v) duly executed consents in its capacity as are necessary, in the Agent's sole discretion, to perfect the Collateral Agent's security interest in the Collateral; and
(vi) satisfactory evidence that (A) the Collateral Agent, on behalf one of the Lenders, holds a perfected Lien on all Collateral Lenders and (B) none that the Agent shall have no other duty or liability whatsoever to any Lender as to any of the Collateral is subject to any other Liens other than Permitted Liensforegoing.
Appears in 1 contract
Collateral Matters. (a) The Agent shall have received:Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its sole discretion, to release any Agent's Lien upon any Collateral
(i) searches of Uniform Commercial Code filings in upon the jurisdiction termination of the chief executive office Commitments and payment and satisfaction in full by Borrower of each all Loans and reimbursement obligations in respect of Vendor Inventory Financing and Vendor Inventory Financing Credit Party Support, Letters of Credit and each jurisdiction where Credit Support, and the termination of all outstanding Letters of Credit (whether or not any Collateral is located or where a filing would need to be made in order to perfect the Collateral Agent's security interest in the Collateral, copies of the financing statements on file in such jurisdictions obligations are due) and evidence that no Liens exist all other than Permitted Liens;
Obligations; (ii) duly executed UCC financing statements for each appropriate jurisdiction as constituting property being sold or disposed of if the Borrower certifies to the Co-Agents that the sale or disposition is necessarymade in compliance with Section 9.9 (and the Administrative Agent may rely conclusively on any such certificate, in the Agent's sole discretion, to perfect the Collateral Agent's security interest in the Collateral;
without further inquiry); (iii) searches of ownership of intellectual constituting property in which the appropriate governmental offices and such patent/trademark/copyright filings as requested by Borrower owned no interest at the Agent in order to perfect time the Collateral Agent's security interest in the Collateral;
Lien was granted or at any time thereafter; or (iv) all instruments and chattel paper constituting property leased to the Borrower under a lease which has expired or been terminated in a transaction permitted under this Agreement. Except as provided above, the Administrative Agent will not release any of the Administrative Agent's Liens without the prior written authorization of the Lenders; provided that the Administrative Agent may, in its discretion, release the Administrative Agent's Liens on Collateral valued in the possession aggregate not in excess of $250,000 during any one year period without the prior written authorization of the Credit PartiesLenders. Upon request by the Administrative Agent or the Borrower at any time, together with allonges the Lenders will confirm in writing the Administrative Agent's authority to release any Administrative Agent's Liens upon particular types or assignments items of Collateral pursuant to this Section 14.12.
(b) Upon receipt by the Administrative Agent of any authorization required pursuant to Section 14.12(a) from the Lenders of the Administrative Agent's authority to release any Administrative Agent's Liens upon particular types or items of Collateral, and upon at least five (5) Business Days' prior written request by the Borrower, the Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary or appropriate to perfect evidence the Collateral release of the Administrative Agent's security interest in Liens upon such Collateral; provided, however, that (i) the Collateral Administrative Agent shall not be required to the extent required under the Security Agreement and/or the Pledge Agreement;
(v) duly executed consents as are necessaryexecute any such document on terms which, in the Administrative Agent's sole discretionopinion, would expose the Administrative Agent to perfect liability or create any obligation or entail any consequence other than the Collateral Agent's security interest in the Collateral; and
(vi) satisfactory evidence that (A) the Collateral Agentrelease of such Liens without recourse or warranty, on behalf of the Lenders, holds a perfected Lien on all Collateral and (Bii) none of the Collateral is subject to any other Liens other than Permitted Liens.such release shall not in any
Appears in 1 contract
Collateral Matters. (a) The Agent shall have received:
Lenders and all other Secured Parties (i) searches of Uniform Commercial Code filings in by accepting the jurisdiction benefit of the chief executive office of each Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Collateral Agent's security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens;
(ii) duly executed UCC financing statements for each appropriate jurisdiction as is necessary, in the Agent's sole discretion, to perfect the Collateral Agent's security interest in the Collateral;
(iii) searches of ownership of intellectual property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Agent in order to perfect the Collateral Agent's security interest in the Collateral;
(iv) all instruments and chattel paper in the possession of the Credit Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Collateral Agent's security interest in the Collateral to the extent required under the Security Agreement and/or the Pledge Agreement;
(v) duly executed consents as are necessary, in the Agent's sole discretion, to perfect the Collateral Agent's security interest in the Collateral; and
(vi) satisfactory evidence that (A) irrevocably authorize the Collateral Agent, at its option and in its discretion or in accordance with the instructions and Officers’ Certificates delivered to the Collateral Agent in connection therewith, to release any Lien on any property granted to or held by the Collateral Agent under any Loan Document (i) upon payment in full of all Loan Obligations (other than contingent indemnification obligations and expense reimbursement claims to the extent no claim therefor has been made), (ii) if approved, authorized or ratified in writing in accordance with Section 9.01, (iii) pursuant to the Orders and/or the Security Documents or (iv) pursuant to Section 9.19. Upon request by the Collateral Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release its interest in particular types or items of property in accordance with this Section; provided that the Collateral Agent shall rely conclusively on Officers’ Certificates and instructions delivered by the Borrower or any other Credit Party in connection herewith.
(b) Each Secured Party hereby further authorizes the Administrative Agent or Collateral Agent, as applicable, on behalf of and for the Lendersbenefit of Secured Parties, holds to be the agent for and representative of the Secured Parties with respect to the Orders and/or the Security Documents. Subject to Section 9.01, without further written consent or authorization from any Secured Party, the Administrative Agent or Collateral Agent, as applicable, may (a) execute any documents or instruments necessary in connection with a perfected disposition of assets to a Person that is not the Borrower or any Subsidiary permitted by this Agreement, (b) release any Lien on all encumbering any item of Collateral and that is the subject of such disposition of assets to a Person that is not the Borrower or any Subsidiary or with respect to which Required Lenders (Bor such other Lenders as may be required to give such consent under Section 9.01) none have otherwise consented or (c) release any Guarantor from the Guarantee with respect to which Required Lenders (or such other Lenders as may be required to give such consent under Section 9.01) have otherwise consented.
(c) The Agents shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Collateral is subject Agent’s Lien thereon, or any certificate prepared by any Credit Party in connection therewith, nor shall an Agent be responsible or liable to the Lenders for any other Liens other than Permitted Liensfailure to monitor or maintain any portion of the Collateral, including the filing of any UCC financing or continuation statements.
Appears in 1 contract
Sources: Term Loan Credit Agreement (Virgin Orbit Holdings, Inc.)
Collateral Matters. (a) The Agent shall have received:
Lenders hereby irrevocably authorize the Agent, at its option and in its sole discretion, to release any Agent's Lien upon any Collateral (i) searches of Uniform Commercial Code filings in upon the jurisdiction termination of the chief executive office Commitments and payment and satisfaction in full by Borrower of each all Loans and reimbursement obligations in respect of Letters of Credit, and the termination of all outstanding Letters of Credit Party (whether or not any of such obligations are due) and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Collateral Agent's security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist all other than Permitted Liens;
Obligations; (ii) duly executed UCC financing statements for each appropriate jurisdiction constituting property being sold or disposed of if a Borrower certifies to the Agent that the sale or disposition is made in compliance with SECTION 9.9 (and the Agent may rely conclusively on any such certificate, without further inquiry); (iii) constituting property in which neither Borrower owned an interest at the time the Lien was granted or at any time thereafter; or (iv) constituting property leased to a Borrower under a lease which has expired or been terminated in a transaction permitted under this Agreement. Except as provided above, the Agent will not release any of the Agent's Liens without the prior written authorization of the Majority Lenders; PROVIDED that the Agent may not release the Agent's Liens on Collateral valued in the aggregate in excess of $1,000,000 without the prior written authorization of all of the Lenders. Upon request by the Agent or the Borrowers at any time, the Lenders will confirm in writing the Agent's authority to release any Agent's Liens upon particular types or items of Collateral pursuant to this SECTION 14.12. 114 115
(b) Upon receipt by the Agent of any authorization required pursuant to SECTION 14.12(a) from the Majority Lenders or Lenders, as applicable, of the Agent's authority to release any Agent's Liens upon particular types or items of Collateral, and upon at least five (5) Business Days' prior written request by the applicable Borrower, the Agent shall (and is necessaryhereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Agent's Liens upon such Collateral; PROVIDED, HOWEVER, that (i) the Agent shall not be required to execute any such document on terms which, in the Agent's sole discretionopinion, would expose the Agent to perfect liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of each Borrower in respect of) all interests retained by the Borrowers, including (without limitation) the proceeds of any sale, all of which shall continue to constitute part of the Collateral.
(c) The Agent shall have no obligation whatsoever to any of the Lenders to assure that the Collateral exists or is owned by the Borrowers or is cared for, protected or insured or has been encumbered, or that the Agent's security interest Liens have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral;
(iii) searches of ownership of intellectual property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by , or any act, omission or event related thereto, the Agent may act in order to perfect any manner it may deem appropriate, in its sole discretion given the Collateral Agent's security interest in the Collateral;
(iv) all instruments and chattel paper in the possession of the Credit Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Collateral Agent's security own interest in the Collateral to the extent required under the Security Agreement and/or the Pledge Agreement;
(v) duly executed consents in its capacity as are necessary, in the Agent's sole discretion, to perfect the Collateral Agent's security interest in the Collateral; and
(vi) satisfactory evidence that (A) the Collateral Agent, on behalf one of the Lenders, holds a perfected Lien on all Collateral Lenders and (B) none that the Agent shall have no other duty or liability whatsoever to any Lender as to any of the Collateral is subject to any other Liens other than Permitted Liensforegoing.
Appears in 1 contract
Sources: Loan and Security Agreement (Waxman Industries Inc)
Collateral Matters. (a) The Administrative Agent shall have received:is hereby authorized by each Lender, without the necessity of any notice to or further consent from any Lender, and without the obligation to take any such action, to take any action with respect to any Collateral or any Security Document which may from time to time be necessary to perfect and maintain perfected the Liens of the Security Documents.
(b) The Lenders irrevocably authorize the Administrative Agent, at its option and in its discretion, to release (and to execute and deliver such documents, instruments and agreements as the Administrative Agent may deem necessary to release) any Lien granted to or held by the Administrative Agent upon any Collateral (i) searches of Uniform Commercial Code filings in the jurisdiction upon termination of the chief executive office of each Credit Party Revolving Loan Commitments and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Collateral Agent's security interest in the Collateral, copies full Cash Collateralization of the financing statements on file then outstanding L/C Obligations and the payment in such jurisdictions full of all Loans and evidence that no Liens exist all other than Permitted Liens;
Obligations payable under this Agreement and under the other Credit Documents; (ii) duly executed UCC financing statements for each appropriate jurisdiction as constituting property of the Loan Parties which is necessarysold, transferred or otherwise disposed of in connection with any transaction not prohibited by this Agreement or the Agent's sole discretion, to perfect the Collateral Agent's security interest in the Collateral;
Credit Documents; (iii) searches of ownership of intellectual constituting property leased to the Loan Parties under an operating lease which has expired or been terminated in a transaction not prohibited by this Agreement or the appropriate governmental offices Credit Documents or which will concurrently expire and such patent/trademark/copyright filings as requested which has not been and is not intended by the Agent in order Loan Parties to perfect the Collateral Agent's security interest in the Collateral;
be, renewed or extended; (iv) all consisting of an instrument, if the Indebtedness evidenced thereby has been paid in full; or (v) if approved or consented to by those of the Lenders required by Section 8.04. Upon request by the Administrative Agent, the Lenders will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 7.07.
(c) In addition, so long as no Event of Default has occurred and is continuing, upon written request therefore from the Borrower (together with documentation evidencing the need therefore (in form and substance reasonably acceptable the Administrative Agent)) the Administrative Agent, at its option and in its discretion, may pay (and execute and deliver such documents, instruments and chattel paper in agreements as the possession of Administrative Agent may deem necessary to pay) to the Credit Parties, together with allonges Borrower any insurance or assignments as may be necessary or appropriate to perfect the Collateral Agent's security interest in the Collateral condemnation proceeds to the extent such proceeds were received in respect of any event resulting in damage, destruction or condemnation of any individual item of property leased by a Loan Party in an amount equal to the lesser of (i) the amount of such insurance or condemnation proceeds received in respect of such damage, destruction or condemnation of such individual item of property and (ii) the amount of such insurance or condemnation proceeds required under to be paid over to the Security Agreement and/or Person (other than a Loan Party) that leased such item of property to the Pledge Agreement;applicable Loan Party in respect of such damage, destruction or condemnation of such individual item of property. The Lenders irrevocably authorize the Administrative Agent to do the foregoing so long as the Administrative Agent has not received or issued a written notice of an Event of Default.
(vd) duly executed consents as are necessaryUnless all the Lenders otherwise consent in writing, in any and all cash collateral for the Agent's sole discretionObligations shall be released to the Borrower, to perfect the Collateral Agent's security interest in extent not applied to the Collateral; and
Obligations, only if (vi) satisfactory evidence that (Ai) the Collateral AgentRevolving Loan Commitments have been terminated (ii) all Obligations have been paid in full and are no longer outstanding, on behalf of the Lendersincluding, holds a perfected Lien on all Collateral and (B) none of the Collateral is subject to without limitation, any L/C Obligations or any other Liens other than Permitted Lienscontingent obligations.
Appears in 1 contract
Sources: Credit Agreement (Valueclick Inc/Ca)
Collateral Matters. (a) The Agent shall have received:
Lenders hereby irrevocably authorize the Agent, at its option and in its sole discretion, to release any Agent's Liens upon any Collateral (i) searches of Uniform Commercial Code filings in upon the jurisdiction termination of the chief executive office Commitments and payment and satisfaction in full by the Borrowers of each all Loans and reimbursement obligations in respect of Letters of Credit Party and each jurisdiction where Credit Support, and the termination of all outstanding Letters of Credit (whether or not any Collateral is located or where a filing would need to be made in order to perfect the Collateral Agent's security interest in the Collateral, copies of the financing statements on file in such jurisdictions obligations are due) and evidence that no Liens exist all other than Permitted Liens;
Obligations; (ii) duly executed UCC financing statements for constituting property being sold or disposed of if the Borrowers certify to the Agent that the sale or disposition is made in compliance with SECTION 7.9, or SECTION 7.19 (and the Agent may rely conclusively on any such certificate, without further inquiry) and the proceeds are applied to the Obligations to the extent required by this Agreement; (iii) constituting property in which a Loan Party owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to a Loan Party under a lease which has expired or been terminated in a transaction permitted under this Agreement; (v) constituting property subject to a Capital Lease or purchase money Debt permitted by this Agreement if required by the lender or lessor or (vi) constituting property owned by an FRC Borrower that is released in compliance with the provisions of SECTION 3.11. In addition any Guaranty may be released if the Guarantor is sold in a transaction permitted under this Agreement and Liens on the Term Loan Collateral securing the Term Loan Obligations may be released with the consent of only the Term Lenders. Except as provided above, the Agent will not release any of the Agent's Liens without the prior written authorization of the Lenders; PROVIDED that the Agent may, in its discretion, release the Agent's Liens on Collateral (other than Term Loan Collateral) valued in the aggregate not in excess of $1,000,000 during each appropriate jurisdiction Fiscal Year without the prior written authorization of the Lenders and the Agent may release the Agent's Liens on Collateral (other than Term Loan Collateral) valued in the aggregate not in excess of $2,000,000 during each Fiscal Year with the prior written authorization of Majority Lenders. Upon request by the Agent or the Borrowers at any time, the Lenders will confirm in writing the Agent's authority to release any Agent's Liens upon particular types or items of Collateral or any Guaranty pursuant to this SECTION 12.11.
(b) Upon receipt by the Agent of any authorization required pursuant to SECTION 12.11(a) from the Lenders of the Agent's authority to release Agent's Liens upon particular types or items of Collateral or any Guaranty, and upon at least 3 Business Days prior written request by the Borrowers, the Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as is necessarymay be necessary to evidence the release of the Agent's Liens upon such Collateral or any Guaranty; PROVIDED, HOWEVER, that (i) the Agent shall not be required to execute any such document on terms which, in the Agent's sole discretionopinion, would expose the Agent to perfect liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral.
(c) The Agent shall have no obligation whatsoever to any of the Lenders to assure that the Collateral exists or is owned by any Loan Party or is cared for, protected or insured or has been encumbered, or that the Agent's security interest Liens have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral;
(iii) searches of ownership of intellectual property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by , or any act, omission or event related thereto, the Agent may act in order to perfect any manner it may deem appropriate, in its sole discretion given the Collateral Agent's security interest in the Collateral;
(iv) all instruments and chattel paper in the possession of the Credit Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Collateral Agent's security own interest in the Collateral to the extent required under the Security Agreement and/or the Pledge Agreement;
(v) duly executed consents in its capacity as are necessary, in the Agent's sole discretion, to perfect the Collateral Agent's security interest in the Collateral; and
(vi) satisfactory evidence that (A) the Collateral Agent, on behalf one of the Lenders, holds a perfected Lien on all Collateral Lenders and (B) none that the Agent shall have no other duty or liability whatsoever to any Lender as to any of the Collateral is subject to any other Liens other than Permitted Liensforegoing.
Appears in 1 contract
Collateral Matters. (a) The Collateral Agent shall have received:
(i) searches is authorized on behalf of Uniform Commercial Code filings in the jurisdiction all of the chief executive office Lenders, without the necessity of each Credit Party and each jurisdiction where any notice to or further consent from the Lenders, from time-to-time to take any action with respect to any Collateral is located or where a filing would need to the Loan Documents which may be made in order necessary to perfect and maintain perfected the Collateral Agent's security interest in and Liens upon the Collateral, copies of Collateral granted pursuant to the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens;Loan Documents.
(iib) duly executed UCC financing statements for each appropriate jurisdiction as is necessary, in the Agent's sole discretion, to perfect the Collateral Agent's security interest in the Collateral;
(iii) searches of ownership of intellectual property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Agent in order to perfect the Collateral Agent's security interest in the Collateral;
(iv) all instruments and chattel paper in the possession of the Credit Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Collateral Agent's security interest in the Collateral to the extent required under the Security Agreement and/or the Pledge Agreement;
(v) duly executed consents as are necessary, in the Agent's sole discretion, to perfect the Collateral Agent's security interest in the Collateral; and
(vi) satisfactory evidence that (A) The Lenders irrevocably authorize the Collateral Agent, on behalf at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Commitments, and payment in full of all Loans and all other Obligations known to the Collateral Agent and payable under this Agreement or any other Loan Document; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted hereunder; (iii) constituting property in which the Borrowers owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to a Borrower under a lease which has expired or been terminated in a transaction permitted under this Agreement or is about to expire and which has not been, and is not intended by the Borrowers to be, renewed or extended; (v) consisting of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness evidenced thereby has been paid in full; or (vi) if approved, authorized or ratified in writing by all of the Lenders, holds a perfected Lien on all Collateral and (B) none of . Upon request by the Collateral is subject Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 10.10; provided that, the absence of any such confirmation for whatever reason shall not affect the Collateral Agent’s rights under this Section 10.10.
(c) The Collateral Agent may execute any of its duties under this Agreement and the other Liens other than Permitted LiensLoan Documents by or through agents or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Collateral Agent shall not be responsible for the negligence or misconduct of any agents or attorneys in fact selected by it with reasonable care.
Appears in 1 contract
Collateral Matters. (a) The Administrative Agent shall have received:is hereby authorized by each Lender, without the necessity of any notice to or further consent from any Lender, and without the obligation to take any such action, to take any action with respect to any Collateral or any Security Document which may from time to time be necessary to perfect and maintain perfected the Liens of the Security Documents.
(b) The Lenders irrevocably authorize the Administrative Agent, at its option and in its discretion, to release (and to execute and deliver such documents, instruments and agreements as the Administrative Agent may deem necessary to release) any Lien granted to or held by the Administrative Agent upon any Collateral (i) searches of Uniform Commercial Code filings in the jurisdiction upon termination of the chief executive office of each Credit Party Commitments and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Collateral Agent's security interest in the Collateral, copies full Cash Collateralization of the financing statements on file then outstanding L/C Obligations and the payment in such jurisdictions full of all Loans and evidence that no Liens exist all other Obligations payable under this Agreement and under the other Credit Documents (other than Permitted Liens;
Obligations in respect of Lender Rate Contracts); (ii) duly executed UCC financing statements for each appropriate jurisdiction as constituting property of the Loan Parties which is necessarysold, transferred or otherwise disposed of in connection with any transaction not prohibited by this Agreement or the Agent's sole discretion, to perfect the Collateral Agent's security interest in the Collateral;
Credit Documents; or (iii) searches if approved or consented to by those of ownership of intellectual property in the appropriate governmental offices and such patent/trademark/copyright filings as requested Lenders required by Section 8.04. Upon request by the Agent Administrative Agent, the Lenders will confirm in order writing the Administrative Agent’s authority to perfect the release particular types or items of Collateral Agent's security interest in the Collateral;pursuant to this Section 7.07.
(ivc) Unless all instruments the Lenders otherwise consent in writing, any and chattel paper in all cash collateral for the possession of Obligations shall be released to the Credit PartiesBorrower, together with allonges or assignments as may be necessary or appropriate to perfect the Collateral Agent's security interest in the Collateral to the extent required under not applied to the Security Agreement and/or the Pledge Agreement;
Obligations, only if (v) duly executed consents as are necessary, in the Agent's sole discretion, to perfect the Collateral Agent's security interest in the Collateral; and
(vi) satisfactory evidence that (Ai) the Collateral AgentCommitments have been terminated (ii) all Obligations have been paid in full and are no longer outstanding, on behalf of the Lendersincluding, holds a perfected Lien on all Collateral and (B) none of the Collateral is subject to without limitation, any L/C Obligations or any other Liens other than Permitted Lienscontingent obligations.
Appears in 1 contract
Sources: Credit Agreement (Netflix Inc)
Collateral Matters. The (a) A Collateral Agent shall have received:
is authorized (ibut not obligated) searches on behalf of Uniform Commercial Code filings in all the jurisdiction Lenders, without the necessity of any notice to or further consent from the chief executive office of each Credit Party and each jurisdiction where Lenders, from time to time to take any action with respect to any Collateral is located or where a filing would need to be made in order to perfect the Collateral Agent's security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens;
(ii) duly executed UCC financing statements for each appropriate jurisdiction as is necessaryDocuments which, in the Agent's its sole discretionjudgment, to perfect the Collateral Agent's security interest in the Collateral;
(iii) searches of ownership of intellectual property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Agent in order to perfect the Collateral Agent's security interest in the Collateral;
(iv) all instruments and chattel paper in the possession of the Credit Parties, together with allonges or assignments as may be necessary or appropriate otherwise advisable to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Collateral Documents.
(b) The Lenders irrevocably authorize the pertinent Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by such Collateral Agent upon any Collateral (i) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted hereunder; (ii) constituting property in which the Borrower or any Subsidiary owned no interest at the time the Lien was granted or at any time thereafter; (iii) constituting property leased to the Borrower or any Subsidiary under a lease which has expired or been terminated in a transaction permitted under this Agreement; (iv) consisting of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness evidenced thereby has been paid in full; (v) if approved, authorized or ratified in writing by the Majority Lenders and by the majority of the Lenders (by Commitment, or if the Commitments are terminated, by amount of Loans) under the Tranche having first priority in respect of such Collateral, or (vi) in the case of property of the Debtors, as directed pursuant to a final and unstayed order of the Bankruptcy Court. Upon request by the Post-Petition Agent at any time, the Required Lenders will confirm in writing a Collateral Agent's security interest in authority to release particular types or items of Collateral pursuant to this subsection 7.7(b), provided that the Collateral to the extent required under the Security Agreement and/or the Pledge Agreement;
(v) duly executed consents as are necessary, in the Agent's sole discretion, to perfect the absence of any such confirmation for whatever reason shall not affect a Collateral Agent's security interest in the Collateral; and
(vi) satisfactory evidence that (A) the Collateral Agent, on behalf of the Lenders, holds a perfected Lien on all Collateral and (B) none of the Collateral is subject to any other Liens other than Permitted Liens.rights under this Section 7.7. -----------
Appears in 1 contract
Sources: Post Petition Multicurrency Superpriority Credit Agreement (Apw LTD)
Collateral Matters. (a) The Credit Providers hereby irrevocably authorize the Agent shall have received:
to release any Agent's Liens upon any Collateral (i) searches of Uniform Commercial Code filings in the jurisdiction upon (A) termination of the chief executive office Commitments, (B) termination or collateralization as provided in Section 2.03(g) of each all outstanding Letters of Credit Party (whether or not any of such obligations are due), and each jurisdiction where any Collateral is located or where a filing would need to be made (C) the Obligated Parties' payment and satisfaction in order to perfect the Collateral Agent's security interest in the Collateral, copies full of the financing statements on file in such jurisdictions all Loans and evidence that no Liens exist other Obligations (other than Permitted Liens;
indemnification obligations to the extent no claim with respect thereto has been asserted and remains unsatisfied) (ii) duly executed UCC financing statements for constituting property being sold or disposed of if the Obligated Parties certify to the Agent that the sale or disposition is made in compliance with Section 6.04 (and the Agent may rely conclusively on any such certification, without further inquiry), or (iii) constituting property in which the Obligated Parties owned no interest at the time the Lien was granted or at any time thereafter. Except as provided above, the Agent will not release any of the Agent's Liens without the prior written authorization of the Lenders; provided that the Agent may, in its discretion, release the Agent's Liens on Collateral valued in the aggregate not in excess of $5,000,000 during each appropriate jurisdiction fiscal year without the prior written authorization of any Lender. Upon request by the Agent or the Obligated Parties at any time, the Credit Parties will confirm in writing the Agent's authority to release any Guarantor and any of the Agent's Liens upon particular types or items of Collateral in accordance with the terms of this Section 8.10.
(b) Upon receipt by the Agent of any authorization required pursuant to Section 8.10(a) from the Majority Lenders of the Agent's authority to release any Agent's Liens upon particular types or items of Collateral, and upon at least five Business Days prior written request by an Obligated Party, the Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as is necessarymay be necessary to evidence the release of the Agent's Liens upon such Collateral; provided that (i) the Agent shall not be required to execute any such document on terms that, in the Agent's opinion, would expose the Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Obligated Parties in respect of) all interests retained by the Obligated Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral.
(c) The Agent shall have no obligation whatsoever to any of the Credit Providers to assure that the Collateral exists or is owned by the Obligated Parties or is cared for, protected, or insured or has been encumbered, or that the Agent's Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure, or fidelity, or to continue exercising, any of the rights, authorities, and powers granted or available to the Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, the Agent may act in any manner it may deem appropriate, in its sole discretion, to perfect given the Collateral Agent's security interest in the Collateral;
(iii) searches of ownership of intellectual property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Agent in order to perfect the Collateral Agent's security interest in the Collateral;
(iv) all instruments and chattel paper in the possession of the Credit Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Collateral Agent's security own interest in the Collateral to the extent required under the Security Agreement and/or the Pledge Agreement;
(v) duly executed consents in its capacity as are necessary, in the Agent's sole discretion, to perfect the Collateral Agent's security interest in the Collateral; and
(vi) satisfactory evidence that (A) the Collateral Agent, on behalf one of the Lenders, holds a perfected Lien on all Collateral Lenders and (B) none that the Agent shall have no other duty or liability whatsoever to any Credit Provider as to any of the Collateral is subject to any other Liens other than Permitted Liensforegoing.
Appears in 1 contract
Collateral Matters. The (a) Each Lender authorizes and directs Agent shall have received:
(i) searches to accept the other Credit Documents for the benefit of Uniform Commercial Code filings in ▇▇▇▇▇▇▇. Agent is hereby authorized, on behalf of all Lenders, without the jurisdiction necessity of the chief executive office any notice to or further consent from any Lender, from time to time prior to an Event of each Credit Party and each jurisdiction where Default, to take any Collateral is located or where a filing would need to be made in order to perfect the Collateral Agent's security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens;
(ii) duly executed UCC financing statements for each appropriate jurisdiction as is necessaryaction, in the Agent's its sole discretion, with respect to perfect the any Collateral Agent's security interest in the Collateral;
(iii) searches of ownership of intellectual property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Agent in order to perfect the Collateral Agent's security interest in the Collateral;
(iv) all instruments and chattel paper in the possession of the or Credit Parties, together with allonges or assignments as Document which may be necessary or appropriate to perfect and maintain perfected or enforce the Liens upon the Collateral granted pursuant to this Agreement.
(b) Lenders hereby authorize Agent's security , at its option and in its discretion, to release any Lien granted to or held by Agent upon any Collateral (i) upon termination of all of the Commitments and payment in immediately available funds and satisfaction of all of the Obligations at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting Property being sold or disposed of upon receipt of the proceeds of such sale by Agent if the sale or disposition is permitted under this Agreement or any other Credit Document or is made by Agent in the enforcement of its rights hereunder following the occurrence of an Event of Default (iii) if approved, authorized or ratified in writing by the Lenders required to provide consent thereto by Section 10.2(g) or (iv) constituting Collateral sold, transferred, assigned, contributed or otherwise disposed of in connection with a Permitted Receivables Financing; provided, however, that any release pursuant to the foregoing clause (iv) shall be deemed to have been made automatically upon any such sale transfer, assignment, contribution or other disposition pursuant to the applicable Permitted Receivables Financing. Upon request by Agent at any time, ▇▇▇▇▇▇▇ will confirm in writing Agent’s authority to release particular types or items of Collateral pursuant to this Section 11.10(b).
(c) Agent shall have no obligation whatsoever to Lenders or to any other Person to assure that the Collateral exists or is owned by Debtors or is cared for, protected or insured or that the Liens granted to Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Agent in this Section 11.10 or in any of the Credit Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Agent may act in any manner it may deem appropriate, in its sole discretion, given Agent’s own interest in the Collateral as one of Lenders and that Agent shall have no duty or liability whatsoever to the extent required under the Security Agreement and/or the Pledge Agreement;
(v) duly executed consents as are necessary, in the Agent's sole discretion, to perfect the Collateral Agent's security interest in the Collateral; and
(vi) satisfactory evidence that (A) the Collateral Agent, on behalf of the Lenders, holds a perfected Lien on all Collateral and (B) none of the Collateral is subject to any other Liens other than Permitted Liensexcept for its gross negligence or willful misconduct.
Appears in 1 contract
Sources: Loan and Security Agreement (1st FRANKLIN FINANCIAL CORP)
Collateral Matters. (a) The Agent shall have received:
Lenders hereby irrevocably authorize the Agent, at its option and in its sole discretion, to release any Agent's Liens upon any Collateral (i) searches of Uniform Commercial Code filings in upon the jurisdiction termination of the chief executive office Commitments and payment and satisfaction in full by the Borrowers of each all Loans and reimbursement obligations in respect of Letters of Credit Party and each jurisdiction where Credit Support and all other Obligations, and the termination of all outstanding Letters of Credit (whether or not any Collateral is located or where a filing would need to be made in order to perfect the Collateral Agent's security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens;
obligations are due); (ii) duly executed UCC financing statements for constituting property being sold or disposed of if the Parent certifies to the Agent that the sale or disposition is made in compliance with Section 7.9 (and the Agent may rely conclusively on any such certificate, without further inquiry); (iii) constituting property in which a Loan Party owned no interest at the time the Lien was granted or at any time thereafter; or (iv) constituting property leased to a Loan Party under a lease which has expired or been terminated in a transaction permitted under this Agreement. Except as provided above, the Agent will not release any of the Agent's Liens without the prior written authorization of the Lenders; provided that the Agent may, in its discretion, release the Agent's Liens on Collateral valued in the aggregate not in excess of $1,000,000 during each appropriate jurisdiction Fiscal Year without the prior written authorization of the Lenders. Upon request by the Agent or the Parent at any time, the Lenders will confirm in writing the Agent's authority to release any Agent's Liens upon particular types or items of Collateral pursuant to this Section 12.11.
(b) Upon receipt by the Agent of any authorization required pursuant to Section 12.11(a) from the Lenders of the Agent's authority to release Agent's Liens upon particular types or items of Collateral, and upon at least five (5) Business Days prior written request by the Parent, the Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as is necessarymay be necessary to evidence the release of the Agent's Liens upon such Collateral; provided, however, that (i) the Agent shall not be required to execute any such document on terms which, in the Agent's opinion, would expose the Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of any Loan Party in respect of) all interests retained by any Loan Party, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral except as provided hereunder.
(c) The Agent shall have no obligation whatsoever to any of the Lenders to assure that the Collateral exists or is owned by any Loan Party or is cared for, protected or insured or has been encumbered, or that the Agent's Liens have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Agent may act in any manner it may deem appropriate, in its sole discretion, to perfect given the Collateral Agent's security interest in the Collateral;
(iii) searches of ownership of intellectual property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Agent in order to perfect the Collateral Agent's security interest in the Collateral;
(iv) all instruments and chattel paper in the possession of the Credit Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Collateral Agent's security own interest in the Collateral to the extent required under the Security Agreement and/or the Pledge Agreement;
(v) duly executed consents in its capacity as are necessary, in the Agent's sole discretion, to perfect the Collateral Agent's security interest in the Collateral; and
(vi) satisfactory evidence that (A) the Collateral Agent, on behalf one of the Lenders, holds a perfected Lien on all Collateral Lenders and (B) none that the Agent shall have no other duty or liability whatsoever to any Lender as to any of the Collateral is subject to any other Liens other than Permitted Liensforegoing.
Appears in 1 contract
Collateral Matters. (a) The Lenders hereby irrevocably authorize the Collateral Agent shall have received:
to release any Lien upon any Collateral (i) searches upon the termination of Uniform Commercial Code filings the Commitments and payment and satisfaction in full of all Obligations (other than contingent obligations with respect to then unasserted claims), (ii) constituting property being sold, transferred or disposed of in a Permitted Disposition to a Person that is not a Loan Party, (iii) which constitutes property subject to the proviso in the jurisdiction definition of “Collateral” in the Security Agreement or subject to the proviso in SECTION 2.1 of the chief executive office Pledge Agreement, (iv) as provided in any Intercreditor Agreement, including the ABL Intercreditor Agreement with respect to Revolver Priority Collateral and (v) as to the Collateral of each Credit Party and each jurisdiction where any Facility Guarantor, upon its release from its Facility Guarantee (including as a result of designation as an Unrestricted Subsidiary). Except as provided above, the Collateral is located or where a filing would need to be made in order to perfect Agent will not release any of the Collateral Agent's security interest in ’s Liens without the Collateral, copies prior written authorization of the financing statements on file Applicable Lenders. Upon request by any Agent or any Loan Party at any time, the Lenders will confirm in such jurisdictions and evidence that no Liens exist other than Permitted Liens;
(ii) duly executed UCC financing statements for each appropriate jurisdiction as is necessary, in the Agent's sole discretion, to perfect writing the Collateral Agent's security interest in the Collateral;’s authority to release any Liens upon particular types or items of Collateral pursuant to this SECTION 8.16.
(iiib) searches of ownership of intellectual property in the appropriate governmental offices The Collateral Agent shall (and such patent/trademark/copyright filings as requested is hereby irrevocably authorized by the Agent in order to perfect the Collateral Agent's security interest in the Collateral;
(ivLenders to) all instruments and chattel paper in the possession of the Credit Parties, together with allonges or assignments execute such documents as may be necessary or appropriate to perfect evidence the release of the Liens upon any Collateral described in SECTION 8.16(a); provided, however, that (i) the Collateral Agent shall not be required to execute any such document on terms which, in its reasonable opinion, would, under Applicable Law, expose the Collateral Agent to liability or create any obligation or entail any adverse consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of any Loan Party in respect of) all interests retained by any Loan Party, including (without limitation) the proceeds of any sale, all of which shall continue to constitute part of the Collateral.
(c) Each Lender irrevocably authorizes each of the Administrative Agent and the Collateral Agent to (i) release any Guarantor from its obligations under a Facility Guarantee if such Person ceases to be a Restricted Subsidiary as a result of a transaction or designation permitted hereunder and (ii) upon the request of the Borrower and pursuant to documentation reasonably acceptable to the Administrative Agent and/or Collateral Agent's security interest , to subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted under clause (f), (h) or (ht) of the definition of Permitted Encumbrances.
(d) The Secured Parties hereby irrevocably authorize the Administrative Agent, at the direction of the Required Lenders, to credit bid all or any portion of the Obligations (including by accepting some or all of the Collateral in satisfaction of some or all of the Obligations pursuant to a deed in lieu of foreclosure or otherwise) and in such manner purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral (a) at any sale thereof conducted under the provisions of the Bankruptcy Code, including under Sections 363, 1123 or 1129 of the Bankruptcy Code, or any similar laws in any other jurisdictions to which a Loan Party is subject, or (b) at any other sale, foreclosure or acceptance of collateral in lieu of debt conducted by (or with the consent or at the direction of) the Administrative Agent (whether by judicial action or otherwise) in accordance with any applicable law. In connection with any such credit bid and purchase, the Obligations owed to the Secured Parties shall be entitled to be, and shall be, credit bid by the Administrative Agent at the direction of the Required Lenders on a ratable basis (with Obligations with respect to contingent or unliquidated claims receiving contingent interests in the Collateral acquired assets on a ratable basis that shall vest upon the liquidation of such claims in an amount proportional to the liquidated portion of the contingent claim amount used in allocating the contingent interests) for the asset or assets so purchased (or for the equity interests or debt instruments of the acquisition vehicle or vehicles that are issued in connection with such purchase). In connection with any such bid (i) the Administrative Agent shall be authorized to form one or more acquisition vehicles and to assign any successful credit bid to such acquisition vehicle or vehicles (ii) each of the Secured Parties’ ratable interests in the Obligations which were credit bid shall be deemed without any further action under this Agreement to be assigned to such vehicle or vehicles for the purpose of closing such sale, (iii) the Administrative shall be authorized to adopt documents providing for the governance of the acquisition vehicle or vehicles (provided that any actions by the Administrative Agent with respect to such acquisition vehicle or vehicles, including any disposition of the assets or equity interests thereof, shall be governed, directly or indirectly, by, and the governing documents shall provide for, control by the vote of the Required Lenders or their permitted assignees under the terms of this Agreement or the governing documents of the applicable acquisition vehicle or vehicles, as the case may be, irrespective of the termination of this Agreement and without giving effect to the limitations on actions by the Required Lenders contained in SECTION 9.02 of this Agreement), (iv) the Administrative Agent on behalf of such acquisition vehicle or vehicles shall be authorized to issue to each of the Secured Parties, ratably on account of the relevant Obligations which were credit bid, interests, whether as equity, partnership, limited partnership interests or membership interests, in any such acquisition vehicle and/or debt instruments issued by such acquisition vehicle, all without the need for any Secured Party or acquisition vehicle to take any further action, and (v) to the extent required under that Obligations that are assigned to an acquisition vehicle are not used to acquire Collateral for any reason (as a result of another bid being higher or better, because the Security Agreement amount of Obligations assigned to the acquisition vehicle exceeds the amount of Obligations credit bid by the acquisition vehicle or otherwise), such Obligations shall automatically be reassigned to the Secured Parties pro rata and the equity interests and/or debt instruments issued by any acquisition vehicle on account of such Obligations shall automatically be cancelled, without the Pledge Agreement;
(v) duly executed consents as are necessary, in need for any Secured Party or any acquisition vehicle to take any further action. Notwithstanding that the Agent's sole discretion, to perfect the Collateral Agent's security interest in the Collateral; and
(vi) satisfactory evidence that (A) the Collateral Agent, on behalf ratable portion of the LendersObligations of each Secured Party are deemed assigned to the acquisition vehicle or vehicles as set forth in clause (ii) above, holds a perfected Lien on all Collateral each Secured Party shall execute such documents and provide such information regarding the Secured Party (B) none and/or any designee of the Collateral is subject to Secured Party which will receive interests in or debt instruments issued by such acquisition vehicle) as the Administrative Agent may reasonably request in connection with the formation of any other Liens other than Permitted Liensacquisition vehicle, the formulation or submission of any credit bid or the consummation of the transactions contemplated by such credit bid.
Appears in 1 contract
Collateral Matters. (a) The Lenders hereby irrevocably authorize the Agent, without the further consent of the Lenders, to release any Agent’s Lien upon any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full of all Term Loan and all other Obligations (other than indemnities to which a claim has not been made and obligations pursuant to Schedule 3.1, Section 9.14 or pursuant to the provisions of the last sentence of Section 15.5); (ii) constituting property being sold or disposed of in accordance with this Agreement and with the approval of the Bankruptcy Court (to the extent required); (iii) constituting property leased to an Obligor under a lease which has expired or been terminated, or (iv) as required pursuant to any order of the Bankruptcy Court or as provided in Section 6.1(a). Except as provided above, the Agent will not release any of the Agent’s Liens without the prior written authorization of the Majority Lenders. Upon request by the Agent or the General Partner at any time, the Majority Lenders will confirm in writing the Agent’s authority to release any Agent’s Liens upon particular types or items of Collateral pursuant to this Section 14.11. The Lenders hereby irrevocably authorize the Agent, at the request of the General Partner, to subordinate any Agent’s Lien to the holder of any Lien described in clauses (b), (d), (f), (j) (if and to the extent applicable), (m), (o), (p), (s), (t) and (v) of the definition of Permitted Liens; in each case to the extent the underlying transaction is not prohibited hereby.
(b) Upon receipt by the Agent of any authorization required pursuant to Section 14.11(a) to release any Agent’s Liens upon particular types or items of Collateral, and upon at least two Business Days prior written request (or such shorter time period as the Agent may agree) by the General Partner, the Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Agent’s Liens upon such Collateral; provided that (i) the Agent shall not be required to execute any such document on terms which, in the Agent’s good-faith opinion, would expose the Agent to liability or create any material obligation or entail any material adverse consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Obligors in respect of) all interests retained by any Obligor, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral.
(c) The Agent shall have received:
(i) searches of Uniform Commercial Code filings in the jurisdiction no obligation whatsoever to any of the chief executive office of each Credit Party and each jurisdiction where any Collateral is located or where a filing would need Lenders to be made in order to perfect assure that the Collateral exists or is owned by any Obligor or is cared for, protected, or insured or has been encumbered, or that the Agent's security interest ’s Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure, or fidelity, or to continue exercising, any of the rights, authorities, and powers granted or available to the Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, copies of or any act, omission, or event related thereto, the financing statements on file Agent may act in such jurisdictions and evidence that no Liens exist other than Permitted Liens;
(ii) duly executed UCC financing statements for each appropriate jurisdiction as is necessaryany manner it may deem appropriate, in its sole discretion given the Agent's sole discretion, to perfect the Collateral Agent's security interest in the Collateral;
(iii) searches of ownership of intellectual property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Agent in order to perfect the Collateral Agent's security interest in the Collateral;
(iv) all instruments and chattel paper in the possession of the Credit Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Collateral Agent's security ’s own interest in the Collateral to the extent required under the Security Agreement and/or the Pledge Agreement;
(v) duly executed consents in its capacity as are necessary, in the Agent's sole discretion, to perfect the Collateral Agent's security interest in the Collateral; and
(vi) satisfactory evidence that (A) the Collateral Agent, on behalf one of the Lenders, holds a perfected Lien on all Collateral Lenders and (B) none that the Agent shall have no other duty or liability whatsoever to any Lender as to any of the Collateral is subject to any other Liens other than Permitted Liensforegoing.
Appears in 1 contract
Collateral Matters. The Lenders and the Agents irrevocably agree that any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent and the Guarantees provided by the Loan Parties under any Loan Document shall have receivedbe automatically terminated and released (i) upon payment in full of all Obligations (other than (x) Hedging Obligations not yet due and payable, (y) obligations under Treasury Services Agreements not yet due and payable and (z) contingent indemnification obligations not yet accrued and payable), (ii) at the time the property subject to such Lien is transferred or to be transferred as part of or in connection with any transfer permitted hereunder or under any other Loan Document (and the Administrative Agent or Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Party upon its reasonable request without further inquiry) to any person other than a Loan Party, (iii) subject to Section 10.02, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders, or (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guarantee pursuant to Section 7.09. The Agents shall, upon the request of the Borrower, and is hereby irrevocably authorized by the Lenders to:
(i) searches release or subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of Uniform Commercial Code filings in any Lien on such property that is permitted by Section 6.02(q), to the jurisdiction extent required by the terms of the chief executive office of each Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Collateral Agent's security interest in the Collateral, copies of the financing statements on file in obligations secured by such jurisdictions and evidence that no Liens exist other than Permitted Liens;
(ii) duly executed UCC financing statements for each appropriate jurisdiction as is necessaryconsent to and enter into (and execute documents permitting the filing and recording, where appropriate) (x) the grant of easements and covenants, conditions, restrictions and declarations and (y) subordination, non-disturbance and attornment agreements, in each case in favor of the Agent's sole discretionultimate purchasers, to perfect or tenants under leases or subleases of any portion of the Collateral Agent's security interest Project (including the CUP Land Lease), as applicable, in connection with the Collateraltransactions contemplated by Section 6.06(e), (k), (m), (n), (o) and (p);
(iii) searches of ownership of intellectual property in subordinate any Mortgage to any reciprocal easement agreements, covenants, conditions and restrictions and other similar rights reasonably acceptable to the appropriate governmental offices and such patent/trademark/copyright filings as Administrative Agent which are requested by the Agent in order Loan Parties pursuant to perfect the Collateral Agent's security interest in the Collateral;transactions contemplated by Sections 6.06(k), (m), (n), (o) and (p); and
(iv) all instruments and chattel paper in the possession of the Credit Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Collateral Agent's security interest in the Collateral respect to the extent required under the Security Agreement and/or the Pledge Agreement;
(v) duly executed consents as are necessarytransactions contemplated by Section 6.06(m), in the Agent's sole discretion, to perfect the Collateral Agent's security interest in the Collateral; and
(vi) satisfactory evidence that (A) enter into an intercreditor agreement with the Collateral applicable Loan Party, the CUP Holder and the agent or trustee for the persons providing financing for the CUP Holder (the “CUP Holder Agent”), on behalf providing for (1) intercreditor provisions in respect of the Lenders, holds a perfected applicable Loan Party’s second Lien on substantially all Collateral of the assets of the CUP Holder and (2) an acknowledgement by the CUP Holder Agent of such Loan Party’s rights, if any, to control construction of the CUP and (B) none one or more consents to assignment with the applicable Loan Party, the CUP Holder and/or the CUP Holder Agent, in each case, providing for (1) the CUP Holder’s consent to the collateral assignment of the Energy Services Agreement by the applicable Loan Party to the Collateral is subject Agent and (2) the applicable Loan Party’s and Collateral Agent’s consent to the collateral assignment of the Energy Services Agreement by the CUP Holder to the CUP Holder Agent. In each case as specified in this Section 9.10, the Administrative Agent will (and each Lender irrevocably authorizes the Administrative Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the security interest granted under the Security Documents or any other Liens other than Permitted Lienssuch consents or subordination agreements or intercreditor agreements to effectuate the matters referenced above, in each case in accordance with the terms of the Loan Documents, Section 7.09 and this Section 9.10.
Appears in 1 contract
Sources: Debt Agreement (Revel AC, Inc.)
Collateral Matters. (a) The Revolving Borrower hereby requests the Administrative Agent, the Documentation Agent shall have receivedand the Lenders to release the Collateral Documents and Collateral. To induce the Administrative Agent, the Documentation Agent and the Lenders to consent to such release, the Revolving Borrower hereby certifies to each of them that:
(i) searches of Uniform Commercial Code filings in no Default has occurred and is continuing on the jurisdiction Restatement Effective Date or shall have occurred and be continuing on the date of the chief executive office release of each Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Collateral Agent's security interest in the Collateral, copies of the financing statements on file in both before and after giving effect to such jurisdictions and evidence that no Liens exist other than Permitted Liensrelease;
(ii) duly executed UCC financing statements for the representations and warranties of each appropriate jurisdiction as is necessary, Borrower set forth in ARTICLE VII are true and correct on the Agent's sole discretion, to perfect Restatement Effective Date and shall be true and correct on the Collateral Agent's security interest in date of the release of the Collateral, both before and after giving effect to such release;
(iii) searches of ownership of intellectual property in the appropriate governmental offices a Settlement Agreement Approval Judgment has been issued and such patent/trademark/copyright filings entered as requested by the Agent in order to perfect the Collateral Agent's security interest in the Collateral;which any appeal (and subsequent remand, if any) has been finally decided and no further appeal or petition for certiorari can be taken or granted; and
(iv) all instruments and chattel paper in ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP has delivered its opinion with respect to the possession December 31, 1995 audited annual consolidated financial statements of the Credit PartiesRevolving Borrower and its Subsidiaries and such opinion contains no Impermissible Qualification (including, together with allonges or assignments as may be necessary or appropriate to perfect without limitation, the Collateral Agent's security interest in Asbestos Qualification).
(b) The Documentation Agent and the Collateral Lenders hereby irrevocably consent to the extent required under the Security Agreement and/or the Pledge Agreement;
(v) duly executed consents as are necessary, in the Agent's sole discretion, to perfect the Collateral Agent's security interest in the Collateral; and
(vi) satisfactory evidence that (A) the Collateral Agent, on behalf of the Lenders, holds a perfected Lien on all Collateral and (B) none release of the Collateral Documents and the Collateral, and authorize the Administrative Agent to release the Collateral Documents and any Lien granted to or held by the Administrative Agent upon any Collateral.
(c) The Administrative Agent is subject hereby instructed by the Lenders to any sign all applicable agreements and other Liens other than Permitted Liensdocuments respecting the Collateral release permitted hereunder.
Appears in 1 contract
Collateral Matters. 8.9.1. Except as specifically otherwise provided in any of the Collateral Documents, the Agent is hereby authorized on behalf of all of the Lenders, without assumption of any duty or obligation in respect of and without the necessity of any notice to or further consent from any other Lender, to take any action with respect to any Collateral or Collateral Documents that may be necessary to perfect and maintain perfected the Agent's Liens upon the Collateral.
8.9.2. The Lenders hereby irrevocably authorize the Agent, in its discretion, to release any Lien held by the Agent upon any Collateral (a) from and after the day of termination of any Collateral Document pursuant to the terms thereof; (b) constituting property being sold or disposed of if CI certifies to the Agent that the sale or disposition is permitted under the relevant Collateral Document (and the Agent may rely conclusively on any such certificate, without further inquiry, unless notified to the contrary by the Required Lenders); or (c) if approved, authorized or ratified in writing by all Lender Parties in accordance with Section 9.3; provided, however, that (i) the Agent shall not be required to execute any such documents on terms that create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Borrowers in respect of) all assets retained by the Borrowers, including the proceeds of any Asset Disposition, all of which shall continue to constitute part of the Collateral. Upon request by the Agent at any time, the other Lender Parties will confirm in writing the Agent's authority to release particular types or items of Collateral pursuant to this Section 8.9.2.
8.9.3. The Agent shall have received:no obligation whatsoever to any other Lender Party or other Person to assure that the Collateral exists or is owned by a Borrower or (except as otherwise expressly required by the Collateral Documents) is cared for, protected or insured, or that the Liens of the Agent thereunder have been properly created, perfected, protected or enforced or are entitled to any particular priority.
(i) searches of Uniform Commercial Code filings 8.9.4. Except as otherwise provided in the jurisdiction Loan Documents, the Agent may act in any manner it deems appropriate in respect of the chief executive office of each Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Collateral Agent's security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens;
(ii) duly executed UCC financing statements for each appropriate jurisdiction as is necessaryits discretion, in given the Agent's sole discretion, to perfect the Collateral Agent's security interest in the Collateral;
(iii) searches of ownership of intellectual property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Agent in order to perfect the Collateral Agent's security interest in the Collateral;
(iv) all instruments and chattel paper in the possession of the Credit Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Collateral Agent's security own interest in the Collateral as a Lender, and the Agent shall have no duty or liability whatsoever with respect thereto to any other Lender Party.
8.9.5. Each Lender hereby approves the extent required under form of the Security other Loan Documents attached as exhibits to this Agreement and/or and hereby authorizes the Pledge Agreement;
(v) duly executed consents Agent on its behalf to accept from the Borrowers and execute and deliver as are necessaryAgent, the other Loan Documents in substantially the form of such exhibits, with such changes, additions or deletions as the Agent, in its discretion, may approve as necessary or appropriate, such approval to be conclusively evidenced by the Agent's sole acceptance or execution thereof. Each Lender also authorizes the Agent to accept, or execute and deliver, such additional documents (including financing statements, opinions, certificates and other documents in form and substance satisfactory to the Agent, in its discretion) in connection with the closing pursuant to Section 3.1 or any subsequent closing for the pledge of any other Collateral or any additional guaranties as the Agent, in its discretion, may approve, such approval to perfect be conclusively evidenced by the Collateral Agent's security interest acceptance or execution thereof.
8.9.6. Each Lender Party agrees with and in favor of each other (which agreement shall not be for the Collateral; and
(vibenefit of any Borrower or Consolidated Subsidiary) satisfactory evidence that (A) the Collateral Agent, on behalf of Borrowers' obligations to such Lender Party under this Agreement and the Lenders, holds a perfected Lien on all Collateral other Loan Documents are not and (B) none of the Collateral is subject to shall not be secured by any other Liens other than Permitted Liensreal property collateral now or hereafter acquired by such Lender Party.
Appears in 1 contract
Collateral Matters. The (a) Each Lender and the L/C Issuer hereby irrevocably authorizes and directs Administrative Agent to enter into the Collateral Documents for the benefit of such Lender and the L/C Issuer. Each Lender and the L/C Issuer hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 10.01, any action taken by the Required Lenders, in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall have received:be authorized and binding upon all of the Lenders and the L/C Issuer. Administrative Agent is hereby authorized (but not obligated) on behalf of all of Lenders and the L/C Issuer, without the necessity of any notice to or further consent from any Lender or the L/C Issuer from time to time prior to, an Event of Default, to take any action with respect to any Collateral or Collateral Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to the Collateral Documents.
(b) Each Lender and the L/C issuer hereby irrevocably authorize Administrative Agent, at its option and in its discretion,
(i) searches of Uniform Commercial Code filings in the jurisdiction to release any Lien on any property granted to or held by Administrative Agent under any Loan Document (A) upon termination of the chief executive office Aggregate Revolving Commitments and payment in full in cash of each all Obligations (other than (x) Secured Hedge Obligations, (y) Cash Management Obligations not yet due and payable and (z) contingent indemnification obligations not yet accrued and payable) and the expiration or termination of all Letters of Credit Party (other than Letters of Credit as to which other arrangements satisfactory to Administrative Agent and each jurisdiction where any Collateral the L/C Issuer shall have been made), (B) that is located sold or where a filing would need to be made sold as part of or in order connection with any sale expressly permitted hereunder or under any other Loan Document, (C) subject to perfect Section 10.01, if approved, authorized or ratified in writing by the Required Lenders, or (D) in connection with any foreclosure sale or other disposition of Collateral Agent's security interest in after the Collateral, copies occurrence of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens;an Event of Default; and
(ii) duly executed UCC financing statements for to subordinate any Lien on any property granted to or held by Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(i). Upon request by Administrative Agent at any time, each appropriate jurisdiction as is necessary, Lender and the L/C Issuer will confirm in the writing Administrative Agent's sole discretion, ’s authority to perfect the Collateral Agent's security release or subordinate its interest in the Collateral;particular types or items of Collateral pursuant to this Section 9.12.
(iiic) searches of ownership of intellectual property in Subject to Section 9.12(b), Administrative Agent shall (and is hereby irrevocably authorized by each Lender and the appropriate governmental offices and L/C Issuer, to) execute such patent/trademark/copyright filings as requested by the Agent in order to perfect the Collateral Agent's security interest in the Collateral;
(iv) all instruments and chattel paper in the possession of the Credit Parties, together with allonges or assignments documents as may be necessary to evidence the release or appropriate subordination of the Liens granted to perfect Administrative Agent for the benefit of the Secured Parties pursuant to the applicable Collateral Document upon the applicable Collateral; provided that (i) Administrative Agent shall not be required to execute any such document on terms which, in Administrative Agent’s opinion, would expose Administrative Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of any Loan Party or any other Credit Party in respect of) all interests retained by any Loan Party or any other Credit Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Administrative Agent shall be authorized to deduct all expenses reasonably incurred by Administrative Agent from the proceeds of any such sale, transfer or foreclosure.
(d) Administrative Agent shall have no obligation whatsoever to any Lender, the L/C Issuer or any other Person to assure that the Collateral exists or is owned by Borrower or any other Credit Party or is cared for, protected or insured or that the Liens granted to Administrative Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Administrative Agent in this Section 9.12 or in any of the Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Administrative Agent may act in any manner it may deem appropriate, in its sole discretion, given Administrative Agent's security ’s own interest in the Collateral as one of Lenders and that Administrative Agent shall have no duty or liability whatsoever to Lenders or the extent required under the Security Agreement and/or the Pledge Agreement;L/C Issuer.
(ve) duly executed consents Each Lender and the L/C Issuer hereby appoints each other Lender as are necessary, in agent for the Agent's sole discretion, to perfect purpose of perfecting Lenders’ and the Collateral Agent's L/C Issuer’s security interest in assets which, in accordance with Article 9 of the UCC can be perfected only by possession. Should any Lender or the L/C Issuer (other than Administrative Agent) obtain possession of any such Collateral; , such Lender or the L/C Issuer shall notify Administrative Agent thereof, and, promptly upon Administrative Agent’s request therefor shall deliver such Collateral to Administrative Agent or in accordance with Administrative Agent’s instructions.
(vif) satisfactory evidence The parties hereto acknowledge that Borrower may, from time to time and for any reason, request Administrative Agent to terminate any Limited Grantor Security Agreement and release the Lien granted to Administrative Agent under such Limited Grantor Security Agreement in the collateral described therein. Such request must be made in writing and shall specify the Limited Grantor Security Agreement to be so terminated. Provided that (i) Administrative Agent shall have received from Borrower (A) the Collateral Agent, on behalf request referred to in the first sentence of the Lenders, holds a perfected Lien on all Collateral this subsection (f) and (B) none an updated and fully completed Borrowing Base Certificate (for avoidance of doubt, all Specified Accounts in respect of such Limited Grantor Security Agreement and the Collateral is subject Limited Grantor party thereto shall not constitute Eligible Accounts Receivable for purposes of such Borrowing Base Certificate), (ii) such Borrowing Base Certificate shall demonstrate to the satisfaction of Administrative Agent that, after giving immediate effect to the termination of such Limited Grantor Security Agreement to be so terminated and the release of such Liens, the Total Revolving Outstandings does not exceed the lesser of (x) the Aggregate Revolving Commitments then in effect and (y) the Borrowing Base as shown in such Borrowing Base Certificate, and (iii) both immediately prior and after giving effect to such termination and release, no Event of Default shall exist or result therefrom, Administrative Agent shall, and each Lender and the L/C Issuer hereby irrevocably authorizes and directs Administrative Agent to, execute and deliver to the applicable Loan Party a termination/release agreement, in form and substance reasonably satisfactory to Administrative Agent, pursuant to which Administrative Agent shall terminate the applicable Limited Grantor Security Agreement and release the Liens granted to it under the applicable Limited Grantor Security Agreement.
(g) Each Lender and the L/C Issuer hereby irrevocably authorize Administrative Agent, at its option and in its discretion, to enter into any amendment, modification or waiver with respect to any other Liens other than Permitted LiensLimited Grantor Security Agreement.
Appears in 1 contract
Collateral Matters. The (a) Each Lender hereby irrevocably (subject to SECTION 10.09) appoints, designates and authorizes Collateral Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein and in the Pledge Agreements, nor shall Collateral Agent have or be deemed to have any fiduciary relationship with any Lender or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term "agent" in this Agreement with reference to Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Without limiting the generality of SECTION 10.08, each Lender hereby acknowledges and agrees that the Collateral Agent is acting as a collateral agent for the Lenders, owner trustee and holders under the TDC TROL and Senior Parity Debt Holders as provided in the Pledge Agreements and authorizes the Collateral Agent to carry out all those obligations and shall be entitled to all the rights and benefits of the collateral agent described in the Pledge Agreements. Collateral Agent shall have received:
all of the benefits and immunities (i) searches of Uniform Commercial Code filings provided to Administrative Agent in this SECTION 10 with respect to the jurisdiction Loan Documents and the transactions contemplated therein, including without limitation any acts taken or omissions suffered by Collateral Agent in connection with or contemplated by such documents or transactions as fully as if the term "Administrative Agent" as used in this SECTION 10 included Collateral Agent with respect to such documents, transactions, acts or omissions, and (ii) as additionally provided in this Agreement, and specifically SECTION 11 hereof, and the other Loan Documents with respect to Collateral Agent.
(b) Each of the chief executive office Administrative Agent and the Collateral Agent is authorized on behalf of each Credit Party and each jurisdiction where all the Lenders, without the necessity of any notice to or further consent from the Lenders, from time to time take any action with respect to any Collateral is located or where a filing would need the Security Instruments which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Security Instruments.
(c) The Lenders irrevocably authorize each of the Administrative Agent and Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent or Collateral Agent upon any Collateral (i) upon termination of the Commitments and payment in full of all Loans and all other Obligations known to the Administrative Agent and payable under this Agreement or any other Loan Document; (ii) constituting property sold or to be made sold or disposed of as part of or in order connection with any disposition permitted hereunder; (iii) constituting property in which Borrower or any Subsidiary owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased by Borrower or any Subsidiary in a transaction permitted under this Agreement; or (v) consisting of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness evidenced hereby has been paid in full. Upon request by the Administrative Agent or Collateral Agent at any time, the Lenders will confirm in writing the Administrative Agent's authority to perfect release particular types or items of Collateral pursuant to this subsection 10.11(C), PROVIDED that the absence of any such confirmation for whatever reason shall not affect the Administrative Agent's or Collateral Agent's security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens;rights under this SECTION 10.11.
(iid) duly executed UCC financing statements Each Lender agrees with and in favor of each other (which agreement shall not be for each appropriate jurisdiction as is necessary, in the Agent's sole discretion, benefit of Borrower or any Subsidiary) that the Obligations to perfect such Lender under this Agreement and the Collateral Agent's security interest in the Collateral;
(iii) searches of ownership of intellectual other Loan Documents shall not be secured by any real property in the appropriate governmental offices and collateral now or hereafter acquired by such patent/trademark/copyright filings as requested by the Agent in order to perfect the Collateral Agent's security interest in the Collateral;
(iv) all instruments and chattel paper in the possession of the Credit Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Collateral Agent's security interest in the Collateral to the extent required under the Security Agreement and/or the Pledge Agreement;
(v) duly executed consents as are necessary, in the Agent's sole discretion, to perfect the Collateral Agent's security interest in the Collateral; and
(vi) satisfactory evidence that (A) the Collateral Agent, on behalf of the Lenders, holds a perfected Lien on all Collateral and (B) none of the Collateral is subject to any other Liens other than Permitted LiensLender.
Appears in 1 contract
Sources: Credit Agreement (Tech Data Corp)
Collateral Matters. (a) The Agent shall have received:
(i) searches of Uniform Commercial Code filings in the jurisdiction of the chief executive office of each Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Collateral Agent's security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens;
(ii) duly executed UCC financing statements for each appropriate jurisdiction as is necessary, in Lenders hereby irrevocably authorize the Agent's , at its option and in its sole discretion, to perfect release any Agent’s Liens upon any Collateral (i) upon the Collateral Agent's security interest termination of the Commitments and payment and satisfaction in full in immediately available funds by Borrowers of all Loans and reimbursement obligations in respect of Letters of Credit and Credit Support, and the Collateral;
termination of all outstanding Letters of Credit (whether or not any of such obligations are due) and all other Obligations; (ii) constituting Property being distributed, transferred, sold or otherwise disposed of in compliance with Section 7.9; provided, that the Borrowers shall promptly notify the Agent of any distribution, transfer, sale or other disposition of such Property having a value in excess of $2,000,000, (iii) searches of ownership of intellectual property constituting Property in which the appropriate governmental offices and such patent/trademark/copyright filings as requested by Borrowers owned no interest at the Agent in order to perfect time the Collateral Agent's security interest in the Collateral;
Lien was granted or at any time thereafter; or (iv) all instruments and chattel paper constituting Property leased to a Borrower under a lease which has expired or been terminated in a transaction permitted under this Agreement. Except as provided above, the possession Agent will not release any of the Credit Parties, together with allonges or assignments as may be necessary or appropriate to perfect Agent’s Liens without the Collateral Agent's security interest in prior written authorization of the Collateral to the extent required under the Security Agreement and/or the Pledge Agreement;
(v) duly executed consents as are necessary, in the Agent's sole discretion, to perfect the Collateral Agent's security interest in the CollateralLenders; and
(vi) satisfactory evidence provided that (A) the Agent may, in its discretion, release the Agent’s Liens on Collateral Agent, on behalf valued in the aggregate not in excess of the lesser of 5% of Availability or $2,000,000 during each Fiscal Year without the prior written authorization of the Lenders, holds a perfected Lien on all Collateral and (B) none the Agent may release the Agent’s Liens on Collateral valued in the aggregate not in excess of $3,000,000 during each Fiscal Year with the prior written authorization of Required Lenders, and (C) the Agent may release the Agent’s Liens on Collateral which constitutes “First Priority Collateral”, as such term is defined in the Senior Secured Notes Indenture as in effect on the date hereof, if required pursuant to the Intercreditor Agreement. Upon request by the Agent or the Borrowers at any time, the Lenders will confirm in writing the Agent’s authority to release any Agent’s Liens upon particular types or items of Collateral pursuant to this Section 12.11.
(b) Upon receipt by the Agent of any authorization required pursuant to Section 12.11(a) from the Lenders of the Collateral Agent’s authority to release Agent’s Liens upon particular types or items of Collateral, and upon at least five (5) Business Days prior written request by the Borrowers, the Agent shall (and is subject hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Agent’s Liens upon such Collateral; provided, however, that (i) the Agent shall not be required to execute any such document on terms which, in the Agent’s opinion, would expose the Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Borrowers in respect of) all interests retained by the Borrowers, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral.
(c) The Agent shall have no obligation whatsoever to any of the Lenders to assure that the Collateral exists or is owned by the Borrowers or is cared for, protected or insured or has been encumbered, or that the Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Agent may act in any manner it may deem appropriate, in its sole discretion given the Agent’s own interest in the Collateral in its capacity as one of the Lenders and that the Agent shall have no other Liens other than Permitted Liensduty or liability whatsoever to any Lender as to any of the foregoing.
Appears in 1 contract
Sources: Credit Agreement (Unifi Inc)
Collateral Matters. (a) The Lenders hereby irrevocably authorize the Agent to release and take such actions as may be necessary to release any of the Agent’s Liens upon any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full by the Borrowers of all Revolving Loans, reimbursement obligations in respect of Letters of Credit and Credit Support and all other Obligations (whether or not any of such obligations are due other than Contingent Obligations), and the termination of all outstanding Letters of Credit (or the deposit with the Agent of Supporting Letters of Credit in accordance with and as required by Section 1.4.I(h)); (ii) constituting property being sold or disposed of (other than to another Loan Party) if the applicable Loan Party certifies to the Agent that the sale or disposition is made in compliance with Section 7.11 (and the Agent may rely conclusively on any such certificate, without further inquiry); (iii) constituting property in which each of the Borrowers certifies to the Agent that no Loan Party owned an interest at the time the Lien was granted or at any time thereafter (and the Agent may rely conclusively on any such certificate, without further inquiry); (iv) constituting property leased to a Loan Party under a lease which has expired or been terminated in a transaction permitted under this Agreement; or (v) as contemplated by the last sentence of this Section 12.11(a). Except as provided above, the Agent will not release any of the Agent’s Liens without the prior written authorization of the Required Lenders; provided that the Agent may, in its discretion, release the Agent’s Liens on Collateral valued in the aggregate not in excess of $5,000,000 during each Fiscal Year without the prior written authorization of the Required Lenders. Upon request by the Agent or Borrower at any time, the Lenders will confirm in writing the Agent’s authority to release any of the Agent’s Liens upon particular types or items of Collateral pursuant to this Section 12.11. The Agent hereby agrees that, so long as no Default or Event of Default has occurred and is continuing, it shall return promptly to the applicable Borrower all cash collateral held by the Agent from time to time in connection with any Letter of Credit issued hereunder for the account of such Borrower upon the later of (x) the satisfaction in full of all of the Obligations of such Borrower with respect to such Letter of Credit and, if applicable, related Credit Support, and (y) the return and cancellation of such Letter of Credit (or, in the case of any cash collateral held by the Agent under clause sixth of either Section 3.7(a)(ii) with respect to a Letter of Credit, upon the cure or waiver in accordance with the terms hereof of the relevant Event of Default requiring such cash collateralization).
(b) Upon receipt by the Agent of any authorization required pursuant to Section 12.11(a) from the Lenders of the Agent’s authority to release the Agent’s Liens upon particular types or items of Collateral, and upon at least three (3) Business Days prior written request by a Borrower (or such shorter period as the Agent may agree), the Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Agent’s Liens upon such Collateral; provided, however, that (i) the Agent shall not be required to execute any such document on terms which, in the Agent’s reasonable opinion, would expose the Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral.
(c) The Agent shall have received:
(i) searches of Uniform Commercial Code filings in the jurisdiction no obligation whatsoever to any of the chief executive office of each Credit Party and each jurisdiction where any Collateral is located or where a filing would need Lenders to be made in order to perfect assure that the Collateral exists or is owned by a Borrower or other Loan Party or is cared for, protected or insured or has been encumbered or that the Agent's security interest ’s Liens have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise at all or in the Collateralany particular manner or under any duty of care, copies disclosure or fidelity, or to continue exercising, any of the financing statements on file rights, authorities and powers granted or available to the Agent pursuant to any of the Loan Documents, it being understood and agreed that in such jurisdictions and evidence that no Liens exist other than Permitted Liens;
(ii) duly executed UCC financing statements for each appropriate jurisdiction as is necessaryrespect of the Collateral or any act, omission or event related thereto, the Agent may act in any manner it may deem reasonably appropriate, in its sole discretion given the Agent's sole discretion, to perfect the Collateral Agent's security interest in the Collateral;
(iii) searches of ownership of intellectual property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Agent in order to perfect the Collateral Agent's security interest in the Collateral;
(iv) all instruments and chattel paper in the possession of the Credit Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Collateral Agent's security ’s own interest in the Collateral to the extent required under the Security Agreement and/or the Pledge Agreement;
(v) duly executed consents in its capacity as are necessary, in the Agent's sole discretion, to perfect the Collateral Agent's security interest in the Collateral; and
(vi) satisfactory evidence that (A) the Collateral Agent, on behalf one of the Lenders, holds a perfected Lien on all Collateral Lenders and (B) none that the Agent shall have no other duty or liability whatsoever to any Lender as to any of the Collateral is subject to any other Liens other than Permitted Liensforegoing.
Appears in 1 contract
Sources: Credit Agreement (Gibson Energy ULC)
Collateral Matters. The Agent shall have received:
(ia) searches of Uniform Commercial Code filings in the jurisdiction of the chief executive office of each Credit Party Each Lender and each jurisdiction where Holder authorizes and directs Agent to accept the other Credit Documents for the benefit of Lenders and Holders. Agent is hereby authorized, on behalf of all Lenders and Holders, without the necessity of any Collateral is located notice to or where a filing would need further consent from any Lender or any Holder, from time to be made in order time prior to perfect the Collateral Agent's security interest in the Collateralan Event of Default, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens;
(ii) duly executed UCC financing statements for each appropriate jurisdiction as is necessaryto take any action, in the Agent's its sole discretion, with respect to perfect the any Collateral Agent's security interest in the Collateral;
(iii) searches of ownership of intellectual property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Agent in order to perfect the Collateral Agent's security interest in the Collateral;
(iv) all instruments and chattel paper in the possession of the or Credit Parties, together with allonges or assignments as Document which may be necessary or appropriate to perfect and maintain perfected or enforce the Liens upon the Collateral granted pursuant to this Agreement.
(b) Lenders and Holders hereby authorize Agent's security , at its option and in its discretion, to release any Lien granted to or held by Agent upon any Collateral (i) upon termination of the Commitments and payment in immediately available funds and satisfaction of all of the Obligations at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting Property being sold or disposed of upon receipt of the proceeds of such sale by Agent if the sale or disposition is permitted under this Agreement or any other Credit Document or is made by Agent in the enforcement of its rights hereunder following the occurrence of an Event of Default or (iii) if approved, authorized or ratified in writing by all Lenders and Holders to the extent such release is required to be approved by all Lenders and Holders; provided, however, that Agent may, in its discretion, upon request by Borrowers, release Agent’s Liens on Collateral value in the aggregate not in excess of One Million Dollars ($1,000,000) during any one year period without the prior written approval or authorization of any of the other Lenders. Upon request by Agent at any time, Lenders and Holders will confirm in writing Agent’s authority to release particular types or items of Collateral pursuant to this Section 11.10(b).
(c) Agent shall have no obligation whatsoever to Lenders, Holders or to any other Person to assure that the Collateral exists or is in the possession of a custodian pursuant to the Custodian Agreement or is owned by Borrowers or is cared for, protected or insured or that the Liens granted to Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Agent in this Section 11.10 or in any of the Credit Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Agent may act in any manner it may deem appropriate, in its sole discretion, given Agent’s own interest in the Collateral to the extent required under the Security Agreement and/or the Pledge Agreement;
(v) duly executed consents as are necessary, in the Agent's sole discretion, to perfect the Collateral Agent's security interest in the Collateral; and
(vi) satisfactory evidence that (A) the Collateral Agent, on behalf one of the LendersLenders or Holders and that Agent shall have no duty or liability whatsoever to Lenders and Holders, holds a perfected Lien on all Collateral and (B) none of the Collateral is subject to any other Liens other than Permitted Liensexcept for its gross negligence or willful misconduct.
Appears in 1 contract
Collateral Matters. (a) The Agent shall have received:
(i) searches of Uniform Commercial Code filings Lenders hereby irrevocably authorize the Security Trustee, at its option and in the jurisdiction of the chief executive office of each Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Collateral Agent's security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens;
(ii) duly executed UCC financing statements for each appropriate jurisdiction as is necessary, in the Agent's its sole discretion, to perfect release any Lenders' Liens upon any Collateral (i) upon the Collateral Agent's security interest termination of the Commitments and payment and satisfaction in full by Borrowers of all Loans and reimbursement obligations in respect of Letters of Credit and Credit Support, and the Collateral;
termination of all outstanding Letters of Credit (whether or not any of such obligations are due) and all other Obligations; (ii) constituting property being sold or disposed of if the relevant Borrower certifies to the Agent that the sale or disposition is made in compliance with Section 7.9 and in conjunction with any paydown required by such Section, Section 3.4, or otherwise under this Agreement (and the Security Trustee may rely conclusively on any such certificate, without further inquiry); (iii) searches of ownership of intellectual constituting Real Estate being refinanced if Borrowers certify to the Agent that the refinancing is in compliance with Section 7.13 and in conjunction with any paydown required by such Section, Section 3.4 or otherwise under this Agreement (and the Agent may rely conclusively on any such certificate, without further inquiry); (iv) constituting property in which the appropriate governmental offices relevant Borrower owned no interest at the time the Lien was granted or at any time thereafter; (v) constituting property leased to any Borrower or Subsidiary thereof under a lease which has expired or been terminated in a transaction permitted under this Agreement; or (vi) constituting Real Property once the Term Loans have been repaid in full. Except as provided above, the Security Trustee will not release any of the Lenders' Liens without the prior written authorization of the Lenders; provided that the Security Trustee may, in its discretion, release the Lenders' Liens on Collateral (other than Collateral in the Qualified Custodial Accounts following attachment of Lenders' Lien thereon) valued in the aggregate not in excess of $500,000 during each Fiscal Year without the prior written authorization of the Lenders and such patent/trademark/copyright filings as requested the Security Trustee may release the Lenders' Liens on Collateral (other than Collateral in the Qualified Custodial Accounts following attachment of Lenders' Lien thereon) valued in the aggregate not in excess of $1,000,000 during each Fiscal Year with the prior written authorization of Required Lenders. Upon request by the Agent or the Borrowers at any time, the Lenders will confirm in order writing the Security Trustee's authority to perfect the release any Lenders' Liens upon particular types or items of Collateral Agent's security interest in the Collateral;pursuant to this Section 12.11.
(ivb) all instruments and chattel paper in Upon receipt by the possession Security Trustee of any authorization required pursuant to Section 12.11(a) from the Lenders of the Credit PartiesSecurity Trustee's authority to release Lenders' Liens upon particular types or items of Collateral, together with allonges or assignments and upon at least five (5) Business Days prior written request by a Borrower, the Security Trustee shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Lenders' Liens upon such Collateral; provided, however, that (i) the Security Trustee shall not be required to execute any such document on terms which, in the Security Trustee's opinion, would expose the Security Trustee to liability or appropriate create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Borrowers in respect of) all interests retained by the Borrowers, including the proceeds of any sale, all of which shall continue to perfect constitute part of the Collateral.
(c) The Agent and the Security Trustee shall have no obligation whatsoever to any of the Lenders to assure that the Collateral exists or is owned by any Borrower or is cared for, protected or insured or has been encumbered, or that the Lenders' Liens have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Agent or the Security Trustee pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Agent may act in any manner it may deem appropriate, in its sole discretion given the Agent's security own interest in the Collateral to the extent required under the Security Agreement and/or the Pledge Agreement;
(v) duly executed consents in its capacity as are necessary, in the Agent's sole discretion, to perfect the Collateral Agent's security interest in the Collateral; and
(vi) satisfactory evidence that (A) the Collateral Agent, on behalf one of the Lenders, holds a perfected Lien on all Collateral Lenders and (B) none that the Agent shall have no other duty or liability whatsoever to any Lender as to any of the Collateral is subject to any other Liens other than Permitted Liensforegoing.
Appears in 1 contract
Sources: Credit Agreement (3com Corp)
Collateral Matters. The (a) Administrative Agent shall have received:is authorized on behalf of all Lenders, without the necessity of any notice to or further consent from Lenders, from time to time to take any action with respect to any Collateral or the Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Collateral Documents.
(b) Lenders irrevocably authorize Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by Administrative Agent upon any Collateral (i) searches of Uniform Commercial Code filings in the jurisdiction upon termination of the chief executive office Combined Commitments and payment in full of each Credit Party all Loans and each jurisdiction where all other Obligations known to Administrative Agent and payable under this Agreement or any Collateral is located or where a filing would need to be made in order to perfect the Collateral Agent's security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens;
Loan Document; (ii) duly executed UCC financing statements for each appropriate jurisdiction constituting property sold or to be sold or disposed of as is necessary, part of or in the Agent's sole discretion, to perfect the Collateral Agent's security interest in the Collateral;
connection with any disposition permitted hereunder; or (iii) searches consisting of ownership of intellectual property an instrument evidencing Indebtedness or other debt instrument, if the indebtedness evidenced thereby has been paid in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Agent in order to perfect the Collateral Agent's security interest in the Collateral;
full; or (iv) if approved, authorized or ratified in writing by all instruments and chattel paper Lenders. Upon request by Administrative Agent at any time, Lenders will confirm in the possession of the Credit Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Collateral writing Administrative Agent's security interest in authority to release particular types or items of Collateral pursuant to this Section ------- 9.11(b), provided that the Collateral to the extent required absence of any such confirmation for whatever reason ------- shall not affect Administrative Agent's rights under the Security Agreement and/or the Pledge Agreement;this Section 9.11. ------------
(vc) duly executed consents as are necessary, Each Lender agrees with and in favor of each other (which agreement shall not be for the Agentbenefit of Borrower or any Subsidiary) that Borrower's sole discretion, obligation to perfect such Lender under this Agreement and the Collateral Agent's security interest in the Collateral; and
(vi) satisfactory evidence that (A) the Collateral Agent, on behalf of the Lenders, holds a perfected Lien on all Collateral other Loan Documents is not and (B) none of the Collateral is subject to shall not be secured by any other Liens other than Permitted Liensreal property collateral now or hereafter acquired by such Lender.
Appears in 1 contract
Sources: Credit Agreement (Flir Systems Inc)
Collateral Matters. The Agent shall have received:135- 144
(ia) searches of Uniform Commercial Code filings The Lenders hereby irrevocably authorize the Agent, at its option and in its discretion, to release any Agent's Lien upon any Collateral
(1) upon the jurisdiction termination of the chief executive office Commitments, payment and satisfaction of each all Loans and reimbursement obligations in respect of Letters of Credit Party and each jurisdiction where Acceptances, and the termination of all outstanding Letters of Credit and Acceptances (whether or not any Collateral is located or where a filing would need to be made of such obligations are due) and all other Obligations which have matured and which the Agent has been notified in order to perfect the Collateral Agent's security interest in the Collateral, copies of the financing statements on file in such jurisdictions writing are then due and evidence that no Liens exist other than Permitted Lienspayable;
(ii2) duly executed UCC financing statements for each appropriate jurisdiction constituting property being sold or disposed of if the applicable Borrower certifies to the Agent that the sale or disposition is made in compliance with Section 5.11 or 8.9 (and the Agent may rely conclusively on any such certificate, without further inquiry); (3) constituting property in which the applicable Borrower owned no interest at the time the Lien was granted or at any time thereafter; (4) constituting property leased to the applicable Borrower under a lease which has expired or been terminated in a transaction permitted under this Agreement or which will expire imminently and which has not been, and is not intended by such Borrower to be, renewed or extended; or (5) valued at less than $5,000,000 during the term of this Agreement (provided, that from and after the occurrence of any Event of Default, such amount shall be deemed to be reduced to $1,000,000). Except as provided above, the Agent will not release any of the Agent's Liens on any portion of the Collateral without the prior written authorization of all of the Lenders. Upon request by the Agent or the Borrowers at any time, the Lenders will confirm in writing the Agent's authority to release any Agent's Liens upon particular types or items of Collateral pursuant to this Section 13.8.
(b) So long as no Event of Default has occurred and is necessarythen continuing, upon receipt by the Agent of confirmation from the Majority Lenders of its authority to release any Agent's Liens upon particular types or items of Collateral, and upon at least five (5) Business Days' prior written request by the applicable Borrower, the Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Agent's Liens upon such Collateral; provided, however, that (1) the Agent shall not be required to execute any such document on terms which, in the Agent's opinion, would expose the Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (2) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of any Borrower in respect of) all interests retained by any Borrower, including (without limitation) the proceeds of any sale, all of which shall continue to constitute part of the Collateral.
(c) The Agent shall have no obligation whatsoever to any of the Lenders to assure that the Collateral exists or is owned by the applicable Borrower or is cared for, protected or insured or has been encumbered, or, other than a duty to act without willful misconduct or gross negligence, that the Agent's Liens have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Agent pursuant to this Section 13.8 or pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Agent may act in any manner it may deem appropriate, in its sole discretion, to perfect given the Collateral Agent's security interest in the Collateral;
(iii) searches of ownership of intellectual property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Agent in order to perfect the Collateral Agent's security interest in the Collateral;
(iv) all instruments and chattel paper in the possession of the Credit Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Collateral Agent's security own interest in the Collateral to the extent required under the Security Agreement and/or the Pledge Agreement;
(v) duly executed consents in its capacity as are necessary, in the Agent's sole discretion, to perfect the Collateral Agent's security interest in the Collateral; and
(vi) satisfactory evidence that (A) the Collateral Agent, on behalf one of the Lenders, holds a perfected Lien on all Collateral Lenders and (B) none that the Agent shall have no duty or liability whatsoever to any Secured Creditor as to any of the Collateral is subject to any other Liens other than Permitted Liensforegoing.
Appears in 1 contract
Sources: Loan and Security Agreement (Roadmaster Industries Inc)
Collateral Matters. (a) The Agent shall have received:
(i) searches of Uniform Commercial Code filings Lenders hereby irrevocably authorize Agent, at its option and in the jurisdiction of the chief executive office of each Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Collateral Agent's security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens;
(ii) duly executed UCC financing statements for each appropriate jurisdiction as is necessary, in the Agent's its sole discretion, to perfect release any Lien on any Collateral (i) upon payment and satisfaction in full by Borrower of all Obligations, (ii) constituting property being sold or disposed of if a release is required or desirable in connection therewith and if Borrower certifies to Agent that the sale or disposition is permitted under Section 7.3 of this Agreement or the other Loan Documents (and Agent may rely conclusively on any such certificate, without further inquiry) in which case Agent shall release such Collateral Agent's security interest in at the Collateral;
request of Borrower, (iii) searches of ownership of intellectual constituting property in which no Credit Party owned any interest at the appropriate governmental offices and such patent/trademark/copyright filings as requested by time the Agent in order to perfect the Collateral Agent's security interest in the Collateral;
’s Lien was granted nor at any time thereafter, or (iv) constituting property leased to any Credit Party under a lease that has expired or is terminated in a transaction permitted under this Agreement. Except as provided above, Agent will not execute and deliver a release of any Lien on any Collateral without the prior written authorization of (y) if the release is of all instruments and chattel paper in the possession or substantially all of the Collateral, all of the Lenders, or (z) otherwise, the Required Lenders. Upon request by Agent or Borrower at any time, the Lenders will confirm in writing Agent’s authority to release any such Liens on particular types or items of Collateral pursuant to this Section 16.12; provided, however, that (1) Agent shall not be required to execute any document necessary to evidence such release on terms that, in Agent’s opinion, would expose Agent to liability or create any obligation or entail any consequence other than the release of such Lien without recourse, representation, or warranty, and (2) such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of any Credit PartiesParty in respect of) all interests retained by each Credit Party, together with allonges or assignments as may be necessary or appropriate including, the proceeds of any sale, all of which shall continue to perfect constitute part of the Collateral.
(b) Agent shall have no obligation whatsoever to any of the Lenders to assure that the Collateral exists or is owned by a Credit Party or is cared for, protected, or insured or has been encumbered, or that the Agent's security ’s Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, subject to the terms and conditions contained herein, Agent may act in any manner it may deem appropriate, in its sole discretion given Agent’s own interest in the Collateral to the extent required under the Security Agreement and/or the Pledge Agreement;
(v) duly executed consents in its capacity as are necessary, in the Agent's sole discretion, to perfect the Collateral Agent's security interest in the Collateral; and
(vi) satisfactory evidence that (A) the Collateral Agent, on behalf one of the Lenders, holds a perfected Lien on all Collateral Lenders and (B) none that Agent shall have no other duty or liability whatsoever to any Lender as to any of the Collateral is subject to any other Liens other than Permitted Liensforegoing, except as otherwise provided herein.
Appears in 1 contract
Collateral Matters. The Agent shall have received:On or prior to the Acquisition Date,
(i) the Representative shall have received the results of recent Uniform Commercial Code, tax and judgment lien searches in each of the jurisdictions and offices specified in the Perfection Certificate, searches of Uniform Commercial Code filings in the jurisdiction United States Patent Office and the United States Copyright Office and such other searches as the Representative may reasonably request, and such searches shall reveal no liens on any of the chief executive office assets of each Credit Party the Company and each jurisdiction where any Collateral is located the Guarantors, except for Permitted Liens or where a filing would need liens to be made in order discharged on or prior to perfect the Collateral Agent's security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted LiensAcquisition Date;
(ii) the Initial Purchasers shall have received conformed counterparts of the Security Agreement and the applicable Intellectual Property Security Agreement that shall have been executed and delivered by duly executed UCC financing statements for authorized officers of each appropriate jurisdiction as is necessaryparty thereto, in form and substance reasonably satisfactory to the Agent's sole discretion, to perfect the Collateral Agent's security interest in the CollateralRepresentative;
(iii) searches the Initial Purchasers shall have received conformed counterparts of ownership the Intercreditor Agreement that shall have been executed and delivered by duly authorized officers of intellectual property each party thereto, in form and substance reasonably satisfactory to the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Agent in order to perfect the Collateral Agent's security interest in the CollateralRepresentative;
(iv) all except as otherwise contemplated by the Security Agreement, each document, including each Uniform Commercial Code financing statement, the certificates and instruments and chattel paper representing the Pledged Securities (as defined in the possession Security Agreement) accompanied by instruments of transfer or stock powers undated and endorsed in blank, and each Intellectual Property Security Agreement required by the Secured Notes Indenture or the Collateral Documents to be delivered or filed in order to create or perfect in favor of the Credit PartiesCollateral Agent, for its benefit and the benefit of Secured Notes Trustee and the holders of the Secured Notes, a first priority perfected Lien on the Collateral described therein, together with allonges insurance certificates and related endorsements naming the Collateral Agent as additional insured on liability policies and lenders loss payee on property policies maintained by the Company and the Guarantors, shall have been delivered to the Collateral Agent (or, in the case of stock certificates and instruments, its agent pursuant to the terms of the Intercreditor Agreement) and if applicable, be in proper form for filing; provided, the requirements set forth in this clause (iv) (except to the extent that a lien on such Collateral may under applicable law be perfected on the Acquisition Date by the filing of financing statements under the Uniform Commercial Code or assignments subject to any approvals by applicable Gaming Authorities required under applicable Gaming Laws, by the delivery to the Collateral Agent (or its agent pursuant to the terms of the Intercreditor Agreement) of stock certificates, if any, of the Company and the material wholly owned subsidiaries of the Company constituting Collateral) shall not constitute conditions precedent under this Section 3(i) or otherwise under this Agreement after the Company’s use of commercially reasonable efforts to satisfy such requirements without undue burden or expense; provided that the Company hereby agrees to deliver, or cause to be delivered, such documents and instruments, or take or cause to be taken such other actions, in each case, as may be necessary required to create or appropriate perfect such security interests within ninety (90) days after the Acquisition Date (subject to perfect extensions approved by the Collateral Agent's security interest in the Collateral to the extent required administrative agent under the Security Agreement and/or the Pledge Agreement;New Credit Facilities in its reasonable discretion); and
(v) duly The Company and the Guarantors shall have executed consents and delivered a Perfection Certificate dated as are necessary, in the Agent's sole discretion, to perfect the Collateral Agent's security interest in the Collateral; and
(vi) satisfactory evidence that (A) the Collateral Agent, on behalf of the Lenders, holds a perfected Lien on all Collateral Acquisition Date in form and (B) none of substance reasonably satisfactory to the Collateral is subject to any other Liens other than Permitted LiensInitial Purchasers.
Appears in 1 contract
Sources: Purchase Agreement (Global Cash Access Holdings, Inc.)
Collateral Matters. (a) The Lenders (and each other Secured Party by their acceptance of the benefits of the Loan Documents shall be deemed to) hereby irrevocably authorize the Collateral Agent (and if applicable, any subagent appointed by the Collateral Agent under Section 13.2 or otherwise), and the Collateral Agent’s Liens upon any Collateral shall have received:
be automatically released (i) searches of Uniform Commercial Code filings in the jurisdiction upon Full Payment of the chief executive office Obligations; (ii) constituting property being disposed of each Credit Party and each jurisdiction where to a Person that is not an Obligor; (iii) constituting property in which the Obligors owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to an Obligor under a lease which has expired or been terminated in a transaction permitted under this Agreement; (v) to the extent the property constituting such Collateral is located owned by any Guarantor, upon the release of such Guarantor from its obligations under the Guarantee Agreement (in accordance with the second succeeding sentence and the Guarantee Agreement); (vi) as required by the Collateral Agent to effect any sale, transfer or where a filing would need other Disposition of Collateral in connection with any exercise of remedies of the Collateral Agent pursuant to be made in order the Security Documents and (vii) to perfect the extent such Collateral otherwise becomes an Excluded Stock or an Excluded Asset. Except provided above, the Collateral Agent will not release any of the Collateral Agent's security interest ’s Liens without the prior written authorization of the Required Lenders (or such other percentage of Lenders whose consent is required in accordance with Section 12.1); provided that, in addition to the foregoing, the Collateral Agent may, in its discretion, release such Collateral Agent’s Liens on Collateral valued in the Collateralaggregate not in excess of $2,500,000 during each Fiscal Year without the prior written authorization of any Lender, copies so long as all proceeds received in connection with such release are applied to the Obligations in accordance with Section 4.7 and, after giving effect to the application of such proceeds and the updating of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens;
(ii) duly executed UCC financing statements for each appropriate jurisdiction Borrowing Base, as is necessary, in the Agent's sole discretioncase may be, to perfect reflect the deletion of any assets subject to such release, Availability shall be no less than the Availability immediately prior to such release. Upon request by the Collateral Agent or the Borrower at any time, subject to the Borrower having certified to the Collateral Agent that the disposition is made in compliance with Section 8.8 (which the Collateral Agent may rely conclusively on any such certificate, without further inquiry), the Lenders will confirm in writing the Collateral Agent's security ’s authority to release any applicable Collateral Agent’s Liens upon particular types or items of Collateral pursuant to this Section 13.10. In addition, the Lenders hereby irrevocably authorize (x) the Collateral Agent to subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 8.12(c) and (y) the Agent to release automatically any Guarantor from its obligations under the Guarantee Agreement if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted under this Agreement or such Person otherwise becomes an Excluded Subsidiary, in each case, solely to the extent such Subsidiary ceasing to constitute a Restricted Subsidiary or otherwise becoming an Excluded Subsidiary is not prohibited by this Agreement. Upon request by any Appointed Agent at any time, the Required Lenders will confirm in writing such Appointed Agent’s authority to release or subordinate its interest in the Collateral;particular types or items of property, or to release any Guarantor from its obligations pursuant to this Section 13.10(a).
(iiib) searches Upon receipt by any Appointed Agent of ownership any authorization required pursuant to Section 13.10(a) from the Lenders of intellectual property in such Appointed Agent’s authority to release or subordinate the appropriate governmental offices applicable Collateral Agent’s Liens upon particular types or items of Collateral, or to release any Guarantor from its obligations under the Guarantee Agreement, and such patent/trademark/copyright filings as requested upon at least three (3) Business Days’ prior written request by the Borrower, such Appointed Agent in order to perfect shall (and is hereby irrevocably authorized by the Collateral Agent's security interest in Lenders and the Collateral;
(ivother Secured Parties to) all instruments and chattel paper in the possession of the Credit Parties, together with allonges or assignments execute such documents as may be necessary to evidence the release of such Collateral Agent’s Liens upon such Collateral or appropriate to perfect subordinate its interest therein, or to release such Guarantor from its obligations under the Guarantee Agreement; provided, however, that (i) such Appointed Agent shall not be required to execute any such document on terms which, in such Appointed Agent’s opinion, would expose such Appointed Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Obligors in respect of) all interests retained by the Obligors, including the proceeds of any sale, all of which shall continue to constitute part of such Collateral.
(c) The Collateral Agent shall have no obligation whatsoever to any of the Lenders to assure that the Collateral exists or is owned by the Obligors or is cared for, protected or insured or has been encumbered, or that the applicable Collateral Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Collateral Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent's security ’s own interest in the Collateral to in its capacity as one of the extent required under the Security Agreement and/or the Pledge Agreement;
(v) duly executed consents as are necessary, in the Agent's sole discretion, to perfect Lenders and that the Collateral Agent's security interest in the Collateral; and
(vi) satisfactory evidence that (A) the Collateral Agent, on behalf Agent shall have no other duty or liability whatsoever to any Lender as to any of the Lenders, holds a perfected Lien on all Collateral and (B) none of the Collateral is subject to any other Liens other than Permitted Liensforegoing.
Appears in 1 contract
Collateral Matters. (a) The Agent shall have received:
(i) searches of Uniform Commercial Code filings in the jurisdiction of the chief executive office of each Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect Lenders hereby irrevocably authorize the Collateral Agent's security interest , at its option and in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens;
(ii) duly executed UCC financing statements for each appropriate jurisdiction as is necessary, in the Agent's its sole discretion, to perfect release any Lien upon any Collateral and to terminate any guarantee (i) upon the termination of the Commitments and payment and satisfaction in full of all Loans and reimbursement obligations in respect of Letters of Credit, and the termination of all outstanding Letters of Credit (whether or not any of such obligations are due) and all other Obligations (other than contingent indemnification and expense reimbursement obligations for which no claim has been made); (ii) constituting property being sold or disposed of (or being encumbered pursuant to clause (l) of the Permitted Encumbrance definition) if the Loan Party disposing of such property certifies to the Collateral Agent that the sale or disposition (or encumbrance) is made in compliance with Section 6.03 (or if applicable, a Permitted Encumbrance permitted under said clause (l)) (and the Collateral Agent may rely conclusively on any such certification without further inquiry); (iii) constituting property in which no Loan Party owned any interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to a Loan Party under a lease which has expired or been terminated in a transaction permitted under this Agreement; or (v) pursuant to Section 8.10(b). Except as provided above, the Collateral Agent will not release any of its Liens without the prior written authorization of the Lenders (as required by Section 9.03); provided that the Collateral Agent may, in its discretion, release the Collateral Agent's security interest ’s Liens on Collateral valued in the Collateral;aggregate not in excess of $250,000 during each Fiscal Year without the prior written authorization of any Lender. Upon request by the Collateral Agent or the Borrowers at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release any Collateral Agent’s Liens upon particular types or items of Collateral pursuant to this Section 8.10.
(iiib) searches In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of ownership all or any portion of intellectual property any of the Capital Stock or assets of a Loan Party to a person that is not (and is not required to become) a Loan Party, in each case in a transaction not prohibited by Section 6.03 and so long no Event of Default is then continuing or would result therefrom, the appropriate governmental offices Collateral Agent shall promptly (and the Lenders hereby authorize the Collateral Agent to) take such patent/trademark/copyright filings action and execute any such documents as may be reasonably requested by the Administrative Borrower and at the Administrative Borrower’s expense to release, share or subordinate any Liens created by any Loan Document in respect of such assets or Capital Stock, and, in the case of a disposition of the Capital Stock of any Subsidiary that is a Loan Party in a transaction not prohibited by Section 6.03 and as a result of which such Subsidiary would cease to be a Loan Party, thus terminating such Subsidiary’s Guaranty obligation under the Guarantee and Collateral Agreement (other than with respect to obligations that expressly survive a termination); #33621191 provided, however, that (i) the Collateral Agent shall not be required to execute any such document on terms which, in order to perfect the Collateral Agent's security interest ’s reasonable opinion, would expose the Collateral Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Borrowers in respect of) all interests retained by the Borrowers, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral;
. In addition, the Collateral Agent agrees to take such actions as are reasonably requested by the Administrative Borrower and at the Administrative Borrower’s expense to terminate the Liens and security interests created by the Loan Documents when all the Obligations (ivother than in respect of contingent indemnification and expense reimbursement obligations for which no claim has been made) are paid in full and all instruments Letters of Credit and chattel paper Commitments are terminated, and upon receipt by the Administrative Agent, for the benefit of Agents and Lenders, of liability releases from the Loan Parties in form and substance satisfactory to the possession Administrative Agent. Any representation, warranty or covenant contained in any Loan Document relating to any such Capital Stock, asset or Subsidiary of the Credit PartiesAdministrative Borrower shall no longer be deemed to be made once such Capital Stock or asset is so conveyed, together sold, leased, assigned, transferred or disposed of. Upon any release or termination in connection with allonges or assignments the foregoing, the Collateral Agent shall (and is hereby authorized by the Lenders to) execute such documents as may be necessary or appropriate reasonably requested by the Administrative Borrower to perfect evidence the release of the Collateral Agent's security ’s Liens upon such Collateral all without recourse or warranty. Notwithstanding the foregoing or the payment in full of the Obligations, Collateral Agent shall not be required to terminate its Liens in the Collateral unless, with respect to any loss or damage Agents may incur as a result of dishonored checks or other items of payment received by Agents from any Borrower or any Account Debtor and applied to the Obligations, Agents shall, at their option, (i) have received a written agreement satisfactory to Agents, executed by Administrative Borrower and by any Person whose loans or other advances to Borrowers are used in whole or in part to satisfy the Obligations, indemnifying the Agents and each Lender from any such loss or damage or (ii) have retained cash Collateral or other Collateral for such period of time as the Agents, in their reasonable discretion, may deem necessary to protect the Agent and each Lender from any such loss or damage.
(c) The Collateral Agent shall have no obligation whatsoever to any of the Lenders to assure that the Collateral exists or is owned by any Loan Party or is cared for, protected, or insured or has been encumbered, or that the Collateral Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure, or fidelity, or to continue exercising, any of the rights, authorities, and powers granted or available to the Collateral Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral and its capacity as one of the Lenders, and that the Collateral Agent shall have no other duty or liability whatsoever to any Lender as to any of the foregoing.
(d) In the event of a foreclosure by any Agent on any of the Collateral pursuant to a public or private sale or any court ordered sale of the Collateral, such Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and such Agent, as agent for #33621191 and representative of Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required 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 sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by such Agent at such sale.
(e) Notwithstanding anything to the extent required contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the Security Agreement and/or other Loan Documents against the Pledge Agreement;
Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings in connection with such enforcement shall be instituted and maintained exclusively by, the applicable Agent (or its agents or designees) in accordance with the Loan Documents for the benefit of the applicable Secured Parties; provided that the foregoing shall not prohibit (i) any Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as such Agent) hereunder and under the other Loan Documents, (ii) each of the Issuing Bank and the Swingline Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as such) hereunder and under the other Loan Documents, (iii) any Lender or Participant from exercising setoff rights in accordance with Section 9.09, (iv) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any Bankruptcy Code or other debtor relief law or (v) duly executed consents any Lender from exercising any express right or remedy of such Lender under the Loan Documents where an Agent does not have the power and authority under the Loan Documents to act on behalf of such Lender; and provided, further, that if at any time there is no Person acting as are necessary, in the Agent's sole discretion, to perfect Administrative Agent or the Collateral Agent's security interest in Agent hereunder and under the Collateral; and
(vi) satisfactory evidence that other Loan Documents, then (A) the Collateral Agent, on behalf of Required Lenders shall have the Lenders, holds a perfected Lien on all Collateral rights otherwise ascribed to the applicable Agent pursuant to Section 8.10 and (B) none in addition to the matters set forth in Section 8.10, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders. Prior to the initial commencement of the exercise of the Collateral is subject Agent’s secured creditor remedies as to the Rigs, the Collateral Agent shall endeavor to consult with the Lenders regarding the nature of the secured remedies it proposes to commence, provided that nothing in this sentence shall (i) confer any right or remedy in favor of any Loan Party or (ii) confer any consent or blocking right in respect of the exercise, the manner of exercise or any other Liens other than Permitted Liensaspect related to such remedies.
Appears in 1 contract
Sources: Credit Agreement (Independence Contract Drilling, Inc.)
Collateral Matters. (a) The Administrative Agent is authorized on behalf of all the Lenders, without the necessity of any notice to or further consent from the Lenders, from time to time to take any action with respect to any Collateral or the Collateral Documents which may be necessary to perfect and maintain the perfection of the security interest in and Liens upon the Collateral granted pursuant to the Collateral Documents. Without excluding the Hedging Lenders from other references to the Lenders as applicable in this Agreement, the receipt by the Hedging Lenders of the Liens and other benefits of this Agreement with respect to the Hedging Obligations shall have received:be deemed to constitute the authorization by and agreement of each of the Hedging Lenders with respect to all the matters governed by this Section 9.11 and by Section 10.01.
(b) The Lenders irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral (i) searches of Uniform Commercial Code filings in the jurisdiction upon termination of the chief executive office Commitments and the payment in full of each Credit Party all Loans and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Collateral Agent's security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist all other Obligations (other than Permitted Liens;
indemnities not then owed) payable under this Agreement and under any other Loan Document (other than any Hedging Obligation, the term of which extends beyond the time of such termination of Commitments and payment in full of all other Obligations), (ii) duly executed UCC financing statements for each appropriate jurisdiction constituting Collateral or other property Disposed of as is necessarypart of or in connection with any Disposition permitted hereunder including under Section 7.05(d), in the Agent's sole discretionSection 7.05(j), to perfect the Collateral Agent's security interest in the Collateral;
Section 7.05(k) and Section 7.05(l), (iii) searches of ownership of intellectual constituting property leased to the Borrower or any Subsidiary under a lease that has expired or that has been terminated in the appropriate governmental offices a transaction permitted under this Agreement, or that is about to expire and such patent/trademark/copyright filings as requested that has not been, and that is not intended by the Agent in order Borrower or such Subsidiary to perfect the Collateral Agent's security interest in the Collateral;
be, renewed or extended, (iv) all instruments and chattel paper consisting of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness evidenced thereby has been paid in the possession of the Credit Partiesfull, together with allonges or assignments as may be necessary or appropriate to perfect the Collateral Agent's security interest in the Collateral to the extent required under the Security Agreement and/or the Pledge Agreement;
(v) duly executed consents as are necessary, in the Agent's sole discretion, to perfect the constituting Cash Collateral Agent's security interest in the Collateral; and
(vi) satisfactory evidence that (A) the Collateral Agent, on behalf of the Lenders, holds a perfected Lien on all Collateral and (B) none of the Collateral is subject to any other Liens other than Permitted Liens.arose under Section 2.05
Appears in 1 contract
Collateral Matters. (a) The Agent shall have received:
(i) searches of Uniform Commercial Code filings in the jurisdiction of the chief executive office of each Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect Lenders hereby irrevocably authorize the Collateral Agent's security interest , at its option and in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens;
(ii) duly executed UCC financing statements for each appropriate jurisdiction as is necessary, in the Agent's its sole discretion, to perfect release any Lien upon any Collateral and to terminate any guarantee (i) upon the termination of the Commitments and payment and satisfaction in full of all Loans and reimbursement obligations in respect of Letters of Credit, and the termination of all outstanding Letters of Credit (whether or not any of such obligations are due) and all other Obligations (other Exhibit A to FirstFourth Amendment #37466145 than contingent indemnification and expense reimbursement obligations for which no claim has been made); (ii) constituting property being sold or disposed of (or being encumbered pursuant to clause (l) of the Permitted Encumbrance definition) if the Loan Party disposing of such property certifies to the Collateral Agent that the sale or disposition (or encumbrance) is made in compliance with Section 6.03 (or if applicable, a Permitted Encumbrance permitted under said clause (l)) (and the Collateral Agent may rely conclusively on any such certification without further inquiry); (iii) constituting property in which no Loan Party owned any interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to a Loan Party under a lease which has expired or been terminated in a transaction permitted under this Agreement; or (v) pursuant to Section 8.10(b). Except as provided above, the Collateral Agent will not release any of its Liens without the prior written authorization of the Lenders (as required by Section 9.03); provided that the Collateral Agent may, in its discretion, release the Collateral Agent's security interest ’s Liens on Collateral valued in the Collateral;aggregate not in excess of $250,000 during each Fiscal Year without the prior written authorization of any Lender. Upon request by the Collateral Agent or the Borrowers at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release any Collateral Agent’s Liens upon particular types or items of Collateral pursuant to this Section 8.10.
(iiib) searches In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of ownership all or any portion of intellectual property any of the Capital Stock or assets of a Loan Party to a person that is not (and is not required to become) a Loan Party, in each case in a transaction not prohibited by Section 6.03 and so long no Event of Default is then continuing or would result therefrom, the appropriate governmental offices Collateral Agent shall promptly (and the Lenders hereby authorize the Collateral Agent to) take such patent/trademark/copyright filings action and execute any such documents as may be reasonably requested by the Administrative Borrower and at the Administrative Borrower’s expense to release, share or subordinate any Liens created by any Loan Document in respect of such assets or Capital Stock, and, in the case of a disposition of the Capital Stock of any Subsidiary that is a Loan Party in a transaction not prohibited by Section 6.03 and as a result of which such Subsidiary would cease to be a Loan Party, thus terminating such Subsidiary’s Guaranty obligation under the Guarantee and Collateral Agreement (other than with respect to obligations that expressly survive a termination); provided, however, that (i) the Collateral Agent shall not be required to execute any such document on terms which, in order to perfect the Collateral Agent's security interest ’s reasonable opinion, would expose the Collateral Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Borrowers in respect of) all interests retained by the Borrowers, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral;
. In addition, the Collateral Agent agrees to take such actions as are reasonably requested by the Administrative Borrower and at the Administrative Borrower’s expense to terminate the Liens and security interests created by the Loan Documents when all the Obligations (ivother than in respect of contingent indemnification and expense reimbursement obligations for which no claim has been made) are paid in full and all instruments Letters of Credit and chattel paper Commitments are terminated, and upon receipt by the Administrative Agent, for the benefit of Agents and Lenders, of liability releases from the Loan Parties in form and substance satisfactory to the possession Administrative Agent. Any representation, warranty or covenant contained in any Loan Document relating to any such Capital Stock, asset or Subsidiary of the Credit Parties, together with allonges or assignments as may Administrative Borrower shall no longer be necessary or appropriate deemed to perfect the Collateral Agent's security interest in the Collateral be Exhibit A to the extent required under the Security Agreement and/or the Pledge Agreement;
(v) duly executed consents as are necessary, in the Agent's sole discretion, to perfect the Collateral Agent's security interest in the Collateral; and
(vi) satisfactory evidence that (A) the Collateral Agent, on behalf of the Lenders, holds a perfected Lien on all Collateral and (B) none of the Collateral is subject to any other Liens other than Permitted Liens.FirstFourth Amendment
Appears in 1 contract
Sources: Credit Agreement (Independence Contract Drilling, Inc.)
Collateral Matters. (a) The Lenders hereby irrevocably authorize the Agent, at its option and in its sole discretion (unless otherwise provided below), to release any Agent’s Liens upon any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full by the Borrowers of all Loans and Letter of Credit Obligations, and the termination of all outstanding Letters of Credit (whether or not any of such obligations are due) and all other Obligations; (ii) constituting property being sold or disposed of if the Borrowers’ Agent certifies to the Agent that the sale or disposition is made in compliance with Section 8.9 (and the Agent may rely conclusively on any such certificate, without further inquiry) and to the extent that such sale or disposition is permitted under Section 8.9, Agent shall release its Lien; (iii) constituting property in which the Obligors owned no interest at the time the Lien was granted or at any time thereafter; or (iv) constituting property leased to an Obligor under a lease which has expired or been terminated in a transaction permitted under this Agreement. Except as provided above, the Agent will not release any of the Agent’s Liens without the prior written authorization of the Lenders; provided that the Agent may, in its discretion, release the Agent’s Liens on any Subsidiary being sold (whether through a stock or asset sale), and on Collateral valued in the aggregate not in excess of $10,000,000 during each Fiscal Year. Upon request by the Agent or the Borrowers’ Agent at any time, the Lenders will confirm in writing the Agent’s authority to release any Agent’s Liens upon particular types or items of Collateral pursuant to this Section 13.11.
(b) Upon receipt by the Agent of any authorization required pursuant to Section 13.11(a) from the Lenders of the Agent’s authority to release the Agent’s Liens upon particular types or items of Collateral, and upon at least five (5) Business Days prior written request by the Borrowers’ Agent, the Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Agent’s Liens upon such Collateral (including amendments or terminations of UCC financing statements, if any, the return of stock certificates, if any, and the release of any Subsidiary being released in its entirety from its obligations, if any, under the Loan Documents); provided, however, that (i) the Agent shall not be required to execute any such document on terms which, in the Agent’s opinion, would expose the Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of any Obligor in respect of) all interests retained by the applicable Obligor, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral.
(c) The Agent shall have received:
(i) searches of Uniform Commercial Code filings in the jurisdiction no obligation whatsoever to any of the chief executive office of each Credit Party and each jurisdiction where any Collateral is located or where a filing would need Lenders to be made in order to perfect assure that the Collateral exists or is owned by any Obligor or is cared for, protected or insured or has been encumbered, or that the Agent's security interest ’s Liens have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, copies of or any act, omission or event related thereto, the financing statements on file Agent may act in such jurisdictions and evidence that no Liens exist other than Permitted Liens;
(ii) duly executed UCC financing statements for each appropriate jurisdiction as is necessaryany manner it may deem appropriate, in the Agent's its sole discretion, to perfect given the Collateral Agent's security interest in the Collateral;
(iii) searches of ownership of intellectual property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Agent in order to perfect the Collateral Agent's security interest in the Collateral;
(iv) all instruments and chattel paper in the possession of the Credit Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Collateral Agent's security ’s own interest in the Collateral to the extent required under the Security Agreement and/or the Pledge Agreement;
(v) duly executed consents in its capacity as are necessary, in the Agent's sole discretion, to perfect the Collateral Agent's security interest in the Collateral; and
(vi) satisfactory evidence that (A) the Collateral Agent, on behalf one of the Lenders, holds a perfected Lien on all Collateral Lenders and (B) none that the Agent shall have no other duty or liability whatsoever to any Lender as to any of the Collateral is subject to any other Liens other than Permitted Liensforegoing.
Appears in 1 contract
Sources: Credit and Security Agreement (PSS World Medical Inc)
Collateral Matters. The Lenders and the Agents irrevocably agree that any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent and the Guarantees provided by the Loan Parties under any Loan Document shall have receivedbe automatically terminated and released (i) upon payment in full of all Obligations (other than (x) Hedging Obligations not yet due and payable, (y) obligations under Treasury Services Agreements not yet due and payable and (z) contingent indemnification obligations not yet accrued and payable), (ii) at the time the property subject to such Lien is transferred or to be transferred as part of or in connection with any transfer permitted hereunder or under any other Loan Document (and the Administrative Agent or Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Party upon its reasonable request without further inquiry) to any person other than a Loan Party, (iii) subject to Section 10.02, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders, or (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to Section 7.09. The Agents shall, upon the request of the Borrower, and is hereby irrevocably authorized by the Lenders to:
(i) searches release or subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of Uniform Commercial Code filings in any Lien on such property that is permitted by Section 6.02(q), to the jurisdiction extent required by the terms of the chief executive office of each Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Collateral Agent's security interest in the Collateral, copies of the financing statements on file in obligations secured by such jurisdictions and evidence that no Liens exist other than Permitted Liens;
(ii) duly executed UCC financing statements for each appropriate jurisdiction as is necessaryconsent to and enter into (and execute documents permitting the filing and recording, where appropriate) (x) the grant of easements and covenants, conditions, restrictions and declarations and (y) subordination, non-disturbance and attornment agreements, in each case in favor of the Agent's sole discretionultimate purchasers, to perfect or tenants under leases or subleases of any portion of the Collateral Agent's security interest Project, as applicable, in connection with the Collateral;transactions contemplated by Sections 6.06(f), (l), (m) and (n); and
(iii) searches of ownership of intellectual property in subordinate any Mortgage to any reciprocal easement agreements, covenants, conditions and restrictions and other similar rights reasonably acceptable to the appropriate governmental offices and such patent/trademark/copyright filings as Administrative Agent which are requested by the Loan Parties pursuant to the transactions contemplated by Sections 6.06(l), (m) and (n). In each case as specified in this Section 9.10, the Administrative Agent in order will (and each Lender irrevocably authorizes the Administrative Agent to), at Borrower’s expense, execute and deliver to perfect the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral Agent's from the security interest in the Collateral;
(iv) all instruments and chattel paper in the possession of the Credit Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Collateral Agent's security interest in the Collateral to the extent required granted under the Security Agreement and/or Documents or any such consents or subordination agreements or intercreditor agreements to effectuate the Pledge Agreement;
(v) duly executed consents as are necessarymatters referenced above, in each case in accordance with the Agent's sole discretion, to perfect the Collateral Agent's security interest in the Collateral; and
(vi) satisfactory evidence that (A) the Collateral Agent, on behalf terms of the LendersLoan Documents, holds a perfected Lien on all Collateral Section 7.09 and (B) none of the Collateral is subject to any other Liens other than Permitted Liensthis Section 9.10.
Appears in 1 contract
Sources: Credit Agreement (Stockbridge/Sbe Investment Company, LLC)
Collateral Matters. (a) The Lenders hereby irrevocably authorize the Agent, at its option and in its sole discretion, to release any Agent’s Liens upon any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full of all Loans and reimbursement obligations in respect of Letters of Credit, and the termination or collateralization as provided in Section 1.4(g) of all outstanding Letters of Credit (whether or not any of such obligations are due) and all other Obligations; (ii) constituting property being sold or disposed of if the Obligated Party disposing of such property certifies to the Agent that the sale or disposition is made in compliance with Section 7.9 (and the Agent may rely conclusively on any such certificate, without further inquiry); (iii) constituting property in which no Obligated Party owned any interest at the time the Lien was granted or at any time thereafter; or (iv) constituting property leased to an Obligated Party under a lease which has expired or been terminated in a transaction permitted under this Agreement. Except as provided above, the Agent will not release any of the Agent’s Liens without the prior written authorization of the Lenders; provided that the Agent may, in its discretion, release the Agent’s Liens on Collateral valued in the aggregate not in excess of $20,000,000 during each Fiscal Year without the prior written authorization of the Lenders and, subject to clause (vii) of Section 11.1(b), the Agent may release the Agent’s Liens on any other Collateral with the prior written authorization of the Required Lenders. Upon request by the Agent or the Obligated Parties at any time, the Lenders will confirm in writing the Agent’s authority to release any Agent’s Liens upon particular types or items of Collateral pursuant to this Section 12.11.
(b) Upon receipt by the Agent of any authorization required pursuant to Section 12.11(a) from the Lenders or the Majority Lenders, as applicable, of the Agent’s authority to release any Agent’s Liens upon particular types or items of Collateral, and upon at least five (5) Business Days prior written request by the Obligated Parties, the Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Agent’s Liens upon such Collateral; provided, however, that (i) the Agent shall not be required to execute any such document on terms which, in the Agent’s opinion, would expose the Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Obligated Parties in respect of) all interests retained by the Obligated Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral.
(c) The Agent shall have received:
(i) searches of Uniform Commercial Code filings in the jurisdiction no obligation whatsoever to any of the chief executive office of each Credit Party and each jurisdiction where any Collateral is located or where a filing would need Lenders to be made in order to perfect assure that the Collateral exists or is owned by the Obligated Parties or is cared for, protected, or insured or has been encumbered, or that the Agent's security interest ’s Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure, or fidelity, or to continue exercising, any of the rights, authorities, and powers granted or available to the Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, copies of or any act, omission, or event related thereto, the financing statements on file Agent may act in such jurisdictions and evidence that no Liens exist other than Permitted Liens;
(ii) duly executed UCC financing statements for each appropriate jurisdiction as is necessaryany manner it may deem appropriate, in its sole discretion given the Agent's sole discretion, to perfect the Collateral Agent's security interest in the Collateral;
(iii) searches of ownership of intellectual property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Agent in order to perfect the Collateral Agent's security interest in the Collateral;
(iv) all instruments and chattel paper in the possession of the Credit Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Collateral Agent's security ’s own interest in the Collateral in its capacity as one of the Lenders and that the Agent shall have no other duty or liability whatsoever to any Lender as to any of the foregoing.
(d) Notwithstanding anything to the extent contrary contained in this Agreement, upon (i) the request by the Parent; and (ii) the delivery to the Agent of any and all agreements of the types that may be required under pursuant to Section 7.27, without giving effect to the Security Agreement and/or provisos at the Pledge Agreement;
(v) duly executed consents as are necessaryend of Section 7.27, in AMENDED AND RESTATED CREDIT AGREEMENT the Lenders hereby irrevocably authorize and direct the Agent to release any of the Agent's sole discretion, to perfect ’s Lien upon the Collateral Agent's security interest in constituting the Collateral; and
(vi) satisfactory evidence that (A) Primary Plant, the Collateral AgentExcluded Assets, on behalf of and any Equipment located thereon, and the Lenders, holds a perfected Lien on all Collateral and (B) none of the Collateral is subject Agent hereby agrees to any other Liens other than Permitted Lienseffectuate such release.
Appears in 1 contract
Collateral Matters. The (a) Lenders and Agent agree that any Lien granted to or held by Agent under any Security Document shall have received:
be (i) searches of Uniform Commercial Code filings in the jurisdiction released upon termination of the chief executive office Revolving Loan Commitment and Term Loan Commitment and payment in full of each Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Collateral Agent's security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist all Obligations (other than Permitted Liens;
inchoate indemnification obligations for which no claim has yet been made); or (ii) duly executed UCC financing statements for each appropriate jurisdiction released if constituting property sold or disposed of as is necessarypart of or in connection with any disposition permitted under any Financing Document (it being understood and agreed that Agent may conclusively rely without further inquiry on a certificate of a Responsible Officer as to the sale or other disposition of property being made in full compliance with the provisions of the Financing Documents); and (b) Lenders irrevocably authorize Agent, at its option and in the Agent's sole its discretion, to perfect subordinate any Lien granted to or held by Agent under any Security Document to a Permitted Lien that is allowed to have priority over the Liens granted to or held by Agent pursuant to the definition of “Permitted Liens”. Upon request by Agent at any time, L▇▇▇▇▇▇ will confirm the lien release and Agent’s authority to subordinate particular types or items of Collateral Agent's security interest pursuant to this Section 11.9 (it being understood and agreed that Agent may conclusively rely without further inquiry on a certificate of a Responsible Officer as to the sale or other disposition of property being made in full compliance with the Collateral;
(iii) searches of ownership of intellectual property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Agent in order to perfect the Collateral Agent's security interest in the Collateral;
(iv) all instruments and chattel paper in the possession provisions of the Financing Documents). Upon reasonable request of Credit PartiesParties (and at their sole cost and expense) in connection with any Permitted Asset Disposition, together with allonges or assignments as may be necessary or appropriate Agent shall execute (and L▇▇▇▇▇▇ hereby authorize Agent to perfect the Collateral Agent's security interest in the Collateral to the extent required under the Security Agreement and/or the Pledge Agreement;
execute) and deliver all documents (v) duly executed consents as are necessaryincluding customary “no interest” letters), in the Agent's sole discretion, each case in form and substance reasonably satisfactory to perfect the Collateral Agent's security interest in the Collateral; and
(vi) satisfactory evidence that (A) the Collateral Agent, on behalf of reasonably necessary to evidence the Lenders, holds a perfected Lien on all Collateral and (B) none release of the Collateral is subject disposed of pursuant to any other Liens other than such Permitted LiensAsset Disposition.
Appears in 1 contract
Sources: Credit, Security and Guaranty Agreement (Evolv Technologies Holdings, Inc.)
Collateral Matters. (a) The Lenders hereby irrevocably authorize the Agent, at its option and in its sole discretion, to release any Agent’s Liens upon any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full by the Obligors of all Loans and reimbursement obligations in respect of Letters of Credit and Credit Support, and the termination of all outstanding Letters of Credit and Credit Support or the posting of Supporting Letters of Credit with respect thereto (whether or not any of such obligations are due) and all other Obligations; (ii) constituting property being sold or disposed of if an Obligor certifies to the Agent that the sale or disposition is made in compliance with Section 7.9 (and the Agent may rely conclusively on any such certificate, without further inquiry); (iii) constituting property in which the Obligors owned no interest at the time the Lien was granted or at any time thereafter; or (iv) constituting property leased to an Obligor under a lease which has expired or been terminated in a transaction permitted under this Agreement. Except as provided above, the Agent will not release any of the Agent’s Liens without the prior written authorization of the Lenders; provided that the Agent may, in its discretion, release the Agent’s Liens on Collateral valued in the aggregate not in excess of $5,000,000 during each Fiscal Year without the prior written authorization of any Lender and the Agent may release the Agent’s Liens on Collateral valued in the aggregate not in excess of $10,000,000 during each Fiscal Year with the prior written authorization of Required Lenders. Upon request by the Agent or the Borrowers’ Agent at any time, the Lenders will confirm in writing the Agent’s authority to release any Agent’s Liens upon particular types or items of Collateral pursuant to this Section 12.11.
(b) Upon receipt by the Agent of any authorization required pursuant to Section 12.11(a) from the Lenders of the Agent’s authority to release Agent’s Liens upon particular types or items of Collateral, and upon at least five (5) Business Days prior written request by the Borrowers’ Agent, the Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Agent’s Liens upon such Collateral; provided, however, that (i) the Agent shall not be required to execute any such document on terms which, in the Agent’s opinion, would expose the Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Obligors in respect of) all interests retained by the Obligors, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral.
(c) The Agent shall have received:
(i) searches of Uniform Commercial Code filings in the jurisdiction no obligation whatsoever to any of the chief executive office of each Credit Party and each jurisdiction where any Collateral is located or where a filing would need Lenders to be made in order to perfect assure that the Collateral exists or is owned by the Obligors or is cared for, protected or insured or has been encumbered, or that the Agent's security interest ’s Liens have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Agent pursuant to any of the Loan Documents, it being understood and agreed that, except as otherwise expressly set forth in this Agreement or another Loan Document to which the Agent is a party, in respect of the Collateral, copies of or any act, omission or event related thereto, the financing statements on file Agent may act in such jurisdictions and evidence that no Liens exist other than Permitted Liens;
(ii) duly executed UCC financing statements for each appropriate jurisdiction as is necessaryany manner it may deem appropriate, in its sole discretion given the Agent's sole discretion, to perfect the Collateral Agent's security interest in the Collateral;
(iii) searches of ownership of intellectual property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Agent in order to perfect the Collateral Agent's security interest in the Collateral;
(iv) all instruments and chattel paper in the possession of the Credit Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Collateral Agent's security ’s own interest in the Collateral to the extent required under the Security Agreement and/or the Pledge Agreement;
(v) duly executed consents in its capacity as are necessary, in the Agent's sole discretion, to perfect the Collateral Agent's security interest in the Collateral; and
(vi) satisfactory evidence that (A) the Collateral Agent, on behalf one of the Lenders, holds a perfected Lien on all Collateral Lenders and (B) none that the Agent shall have no other duty or liability whatsoever to any Lender as to any of the Collateral is subject to any other Liens other than Permitted Liensforegoing.
Appears in 1 contract
Collateral Matters. (a) The Agent shall have received:
Lenders and all other Secured Parties (i) searches of Uniform Commercial Code filings in by accepting the jurisdiction benefit of the chief executive office of each Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Collateral Agent's security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens;
(ii) duly executed UCC financing statements for each appropriate jurisdiction as is necessary, in the Agent's sole discretion, to perfect the Collateral Agent's security interest in the Collateral;
(iii) searches of ownership of intellectual property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Agent in order to perfect the Collateral Agent's security interest in the Collateral;
(iv) all instruments and chattel paper in the possession of the Credit Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Collateral Agent's security interest in the Collateral to the extent required under the Security Agreement and/or the Pledge Agreement;
(v) duly executed consents as are necessary, in the Agent's sole discretion, to perfect the Collateral Agent's security interest in the Collateral; and
(vi) satisfactory evidence that (A) irrevocably authorize the Collateral Agent, at its option and in its discretion or in accordance with the instructions and Officers’ Certificates delivered to the Collateral Agent in connection therewith, to release any Lien on any property granted to or held by the Collateral Agent under any Loan Document (i) upon payment in full of all Loan Obligations (other than contingent indemnification obligations and expense reimbursement claims to the extent no claim therefor has been made), (ii) if approved, authorized or ratified in writing in accordance with Section 9.01, (iii) pursuant to the Orders and/or the Security Documents or (iv) pursuant to Section 9.19. Upon request by the Collateral Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release its interest in particular types or items of property in accordance with this Section; provided that the Collateral Agent shall rely conclusively on Officers’ Certificates and instructions delivered by the Borrower or any other Credit Party in connection herewith.
(d) Each Secured Party hereby further authorizes the Administrative Agent or Collateral Agent, as applicable, on behalf of and for the Lendersbenefit of Secured Parties, holds a perfected Lien on all Collateral to be the agent for and (B) none representative of the Secured Parties with respect to the Orders and/or the Security Documents. Subject to Section 9.01, without further written consent or authorization from any Secured Party, the Administrative Agent or Collateral Agent, as applicable, may (a) execute any documents or instruments necessary in connection with a disposition of assets to a Person that is not the Borrower or any Subsidiary permitted by this Agreement, (b) release any Lien encumbering any item of Collateral that is the subject of such disposition of assets to a Person that is not the Borrower or any Subsidiary or with respect to which Required Lenders (or such other Liens Lenders as may be required to give such consent under Section 9.01) have otherwise consented or (c) release any Guarantor from the Guarantee with respect to which Required Lenders (or such other than Permitted LiensLenders as may be required to give such consent under Section 9.01) have otherwise consented.
Appears in 1 contract
Sources: Term Loan Credit Agreement (Virgin Orbit Holdings, Inc.)
Collateral Matters. (a) The Agent shall have received:
(i) searches of Uniform Commercial Code filings in the jurisdiction of the chief executive office of each Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect Lenders hereby irrevocably authorize the Collateral Agent's security interest , at its option and in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens;
(ii) duly executed UCC financing statements for each appropriate jurisdiction as is necessary, in the Agent's its sole discretion, to perfect release any Lien upon any Collateral and to terminate any guarantee (i) upon the termination of the Commitments and payment and satisfaction in full of all Loans and reimbursement obligations in respect of Letters of Credit, and the termination of all outstanding Letters of Credit (whether or not any of such obligations are due) and all other Obligations (other than contingent indemnification and expense reimbursement obligations for which no claim has been made); (ii) constituting property being sold or disposed of (or being encumbered pursuant to clause (l) of the Permitted Encumbrance definition) if the Loan Party disposing of such property certifies to the Collateral Agent that the sale or disposition (or encumbrance) is made in compliance with Section 6.03 (or if applicable, a Permitted Encumbrance permitted under said clause (l)) (and the Collateral Agent may rely conclusively on any such certification without further inquiry); (iii) constituting property in which no Loan Party owned any interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to a Loan Party under a lease which has expired or been terminated in a transaction permitted under this Agreement; or (v) pursuant to Section 8.10(b). Except as provided above, the Collateral Agent will not release any of its Liens without the prior written authorization of the Lenders (as required by Section 9.03); provided that the Collateral Agent may, in its discretion, release the Collateral Agent's security interest ’s Liens on Collateral valued in the Collateral;aggregate not in excess of $250,000 during each Fiscal Year without the prior written authorization of any Lender. Upon request by the Collateral Agent or the Borrowers at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release any Collateral Agent’s Liens upon particular types or items of Collateral pursuant to this Section 8.10.
(iiib) searches In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of ownership all or any portion of intellectual property any of the Capital Stock or assets of a Loan Party to a person that is not (and is not required to become) a Loan Party, in each case in a transaction not prohibited by Section 6.03 and so long no Event of Default is then continuing or would result therefrom, the appropriate governmental offices Collateral Agent shall promptly (and the Lenders hereby authorize the Collateral Agent to) take such patent/trademark/copyright filings action and execute any such documents as may be reasonably requested by the Administrative Borrower and at the Administrative Borrower’s expense to release, share or subordinate any Liens created by any Loan Document in respect of such assets or Capital Stock, and, in the case of a disposition of the Capital Stock of any Subsidiary that is a Loan Party in a transaction not prohibited by Section 6.03 and as a result of which such Subsidiary would cease to be a Loan Party, thus terminating such Subsidiary’s Guaranty obligation under the Guarantee and Collateral Agreement (other than with respect to obligations that expressly survive a termination); provided, however, that (i) the Collateral Agent shall not be required to execute any such document on terms which, in order to perfect the Collateral Agent's security interest ’s reasonable opinion, would expose the Collateral Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Borrowers in respect of) all interests retained by the Borrowers, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral;
. In addition, the Collateral Agent agrees to take such actions as are reasonably requested by the Administrative Borrower and at the Administrative Borrower’s expense to terminate the Liens and security interests created by the Loan Documents when all the Obligations (ivother than in respect of contingent indemnification and expense reimbursement obligations for which no claim has been made) are paid in full and all instruments Letters of Credit and chattel paper Commitments are terminated, and upon receipt by the Administrative Agent, for the benefit of Agents and Lenders, of liability releases from the Loan Parties in form and substance satisfactory to the possession Administrative Agent. Any representation, warranty or covenant contained in any Loan Document relating to any such Capital Stock, asset or Subsidiary of the Credit PartiesAdministrative Borrower shall no longer be deemed to be made once such Capital Stock or asset is so conveyed, together sold, leased, assigned, transferred or disposed of. Upon any release or termination in connection with allonges or assignments the foregoing, the Collateral Agent shall (and is hereby authorized by the Lenders to) execute such documents as may be necessary or appropriate reasonably requested by the Administrative Borrower to perfect evidence the release of the Collateral Agent's security ’s Liens upon such Collateral all without recourse or warranty. Notwithstanding the foregoing or the payment in full of the Obligations, Collateral Agent shall not be required to terminate its Liens in the Collateral unless, with respect to any loss or damage Agents may incur as a result of dishonored checks or other items of payment received by Agents from any Borrower or any Account Debtor and applied to the Obligations, Agents shall, at their option, (i) have received a written agreement satisfactory to Agents, executed by Administrative Borrower and by any Person whose loans or other advances to Borrowers are used in whole or in part to satisfy the Obligations, indemnifying the Agents and each Lender from any such loss or damage or (ii) have retained cash Collateral or other Collateral for such period of time as the Agents, in their reasonable discretion, may deem necessary to protect the Agent and each Lender from any such loss or damage.
(c) The Collateral Agent shall have no obligation whatsoever to any of the Lenders to assure that the Collateral exists or is owned by any Loan Party or is cared for, protected, or insured or has been encumbered, or that the Collateral Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure, or fidelity, or to continue exercising, any of the rights, authorities, and powers granted or available to the Collateral Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral and its capacity as one of the Lenders, and that the Collateral Agent shall have no other duty or liability whatsoever to any Lender as to any of the foregoing.
(d) In the event of a foreclosure by any Agent on any of the Collateral pursuant to a public or private sale or any court ordered sale of the Collateral, such Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and such Agent, as agent for and representative of Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required 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 sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by such Agent at such sale.
(e) Notwithstanding anything to the extent required contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the Security Agreement and/or other Loan Documents against the Pledge Agreement;
Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings in connection with such enforcement shall be instituted and maintained exclusively by, the applicable Agent (or its agents or designees) in accordance with the Loan Documents for the benefit of the applicable Secured Parties; provided that the foregoing shall not prohibit (i) any Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as such Agent) hereunder and under the other Loan Documents, (ii) each of the Issuing Bank and the Swingline Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as such) hereunder and under the other Loan Documents, (iii) any Lender or Participant from exercising setoff rights in accordance with Section 9.09, (iv) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any Bankruptcy Code or other debtor relief law or (v) duly executed consents any Lender from exercising any express right or remedy of such Lender under the Loan Documents where an Agent does not have the power and authority under the Loan Documents to act on behalf of such Lender; and provided, further, that if at any time there is no Person acting as are necessary, in the Agent's sole discretion, to perfect Administrative Agent or the Collateral Agent's security interest in Agent hereunder and under the Collateral; and
(vi) satisfactory evidence that other Loan Documents, then (A) the Collateral Agent, on behalf of Required Lenders shall have the Lenders, holds a perfected Lien on all Collateral rights otherwise ascribed to the applicable Agent pursuant to Section 8.10 and (B) none in addition to the matters set forth in Section 8.10, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders. Prior to the initial commencement of the exercise of the Collateral is subject Agent’s secured creditor remedies as to the Rigs, the Collateral Agent shall endeavor to consult with the Lenders regarding the nature of the secured remedies it proposes to commence, provided that nothing in this sentence shall (i) confer any right or remedy in favor of any Loan Party or (ii) confer any consent or blocking right in respect of the exercise, the manner of exercise or any other Liens other than Permitted Liensaspect related to such remedies.
Appears in 1 contract
Sources: Credit Agreement (Independence Contract Drilling, Inc.)
Collateral Matters. (a) The Agent shall have receivedis authorized (but not required) on behalf of all the Lenders, without the necessity of any notice to or further consent from the Lenders, from time to time to take any action with respect to any Collateral or the Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Collateral Documents.
(b) The Lenders irrevocably authorize the Agent, at its option and in its discretion, to release any Lien granted to or held by the Agent upon any Collateral:
(i) searches of Uniform Commercial Code filings in the jurisdiction upon termination of the chief executive office Commitments and payment in full of each Credit Party all Loans and each jurisdiction where all other Obligations then payable under this Agreement and under any Collateral is located or where a filing would need to be made in order to perfect the Collateral Agent's security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted LiensLoan Document;
(ii) duly constituting Property sold or to be sold or disposed of as part of or in connection with any disposition permitted hereunder;
(iii) consisting of an instrument evidencing Indebtedness or of any other debt instrument, if the indebtedness evidenced thereby has been paid in full; or
(iv) if approved, authorized or ratified in writing by the Majority Lenders or all the Lenders, as the case may be, as provided in subsection 9.1(f); provided that the Agent may, in its discretion, release the Agent's Liens on Collateral valued in the aggregate not in excess of $1,000,000 during each fiscal year without the prior authorization of the Majority Lenders. Upon request by the Agent at any time, the Lenders will confirm in writing the Agent's authority to release particular types or items of Collateral pursuant to this subsection 8.10(b). The Borrower shall be entitled to rely on any Lien release executed UCC financing statements by the Agent.
(c) Each Lender agrees with and in favor of each other Lender (which agreement shall not be for each appropriate jurisdiction the benefit of the Borrower or any of its Subsidiaries) that the Borrower's obligation to such Lender under this Agreement and the other Loan Documents shall be equally and ratably secured by any Real Estate and/or other collateral now or hereafter securing any obligations of the Borrower or any of its Subsidiaries to such Lender, whether or not the same constitutes Collateral hereunder.
(d) Upon receipt by the Agent of any authorization required pursuant to SECTION 8.10(B) from the Lenders of the Agent's authority to release Agent's Liens upon particular types or items of Collateral, and upon at least five (5) Business Days prior written request by the Borrower, the Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as is necessarymay be necessary to evidence the release of the Agent's Liens upon such Collateral; PROVIDED, HOWEVER, that (i) the Agent shall not be required to execute any such document on terms which, in the Agent's sole discretionopinion, would expose the Agent to perfect liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Borrower in respect of) all interests retained by the Borrower, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral.
(e) The Agent shall have no obligation whatsoever to any of the Lenders to assure that the Collateral exists or is owned by the Borrower or is cared for, protected or insured or has been encumbered, or that the Agent's security interest Liens have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral;
(iii) searches of ownership of intellectual property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by , or any act, omission or event related thereto, the Agent may act in order to perfect any manner it may deem appropriate, in its sole discretion given the Collateral Agent's security interest in the Collateral;
(iv) all instruments and chattel paper in the possession of the Credit Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Collateral Agent's security own interest in the Collateral to the extent required under the Security Agreement and/or the Pledge Agreement;
(v) duly executed consents in its capacity as are necessary, in the Agent's sole discretion, to perfect the Collateral Agent's security interest in the Collateral; and
(vi) satisfactory evidence that (A) the Collateral Agent, on behalf one of the Lenders, holds a perfected Lien on all Collateral Lenders and (B) none that the Agent shall have no other duty or liability whatsoever to any Lender as to any of the Collateral is subject to any other Liens other than Permitted Liensforegoing.
Appears in 1 contract
Sources: Credit Agreement (Packaged Ice Inc)
Collateral Matters. (a) The Lenders (and each other Secured Party by their acceptance of the benefits of the Loan Documents shall be deemed to) hereby irrevocably authorize the Collateral Agent (and if applicable, any subagent appointed by the Collateral Agent under Section 13.2 or otherwise) to release its Liens on the Collateral, and the Collateral Agent’s Liens upon any Collateral shall have received:
be automatically released (i) searches of Uniform Commercial Code filings in the jurisdiction upon Full Payment of the chief executive office Obligations; (ii) upon a disposition of each Credit Party and each jurisdiction where Collateral permitted by Section 8.8 to a Person that is not an Obligor; (iii) if any such Collateral constitutes property in which the Obligors owned no interest at the time the Lien was granted or at any time thereafter; (iv) if any such Collateral constitutes property leased to an Obligor under a lease which has expired or been terminated in a transaction permitted under this Agreement; (v) to the extent the property constituting such Collateral is located owned by any Guarantor, upon the release of such Guarantor from its obligations under the Guarantee Agreement (in accordance with the second succeeding sentence and the Guarantee Agreement); (vi) as required by the Collateral Agent to effect any sale, transfer or where a filing would need other Disposition of Collateral in connection with any exercise of remedies of the Collateral Agent pursuant to be made in order the Security Documents, and (vii) to perfect the extent such Collateral otherwise becomes an Excluded Stock or an Excluded Asset. Except as provided above, the Collateral Agent will not release any of the Collateral Agent's security interest ’s Liens without the prior written authorization of the Required Lenders (or such other percentage of Lenders whose consent is required in accordance with Section 12.1); provided that, in addition to the foregoing, the Collateral Agent may, in its discretion, release such Collateral Agent’s Liens on Collateral valued in the Collateralaggregate not in excess of $1,000,000 during each Fiscal Year without the prior written authorization of any Lender, copies so long as all proceeds received in connection with such release are applied to the Obligations in accordance with Section 4.7 and, after giving effect to the application of such proceeds and the updating of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens;
(ii) duly executed UCC financing statements for each appropriate jurisdiction Borrowing Base, as is necessary, in the Agent's sole discretioncase may be, to perfect reflect the deletion of any assets subject to such release, Availability shall be no less than the Availability immediately prior to such release. Upon request by the Collateral Agent or the Borrower at any time, subject to the Borrower having certified to the Collateral Agent that the disposition is made in compliance with Section 8.8 (which the Collateral Agent may rely conclusively on any such certificate, without further inquiry), the Lenders will confirm in writing the Collateral Agent's security ’s authority to release any applicable Collateral Agent’s Liens upon particular types or items of Collateral pursuant to this Section 13.10. In addition, the Lenders (and each other Secured Party by their acceptance of the benefits of the Loan Documents shall be deemed to) hereby irrevocably authorize (w) the Collateral Agent to subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 8.12(c) or (q) (as to Fixed Asset Collateral only), (x) the Agent to release automatically any Guarantor from its obligations under the Guarantee Agreement if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted under this Agreement or such Person otherwise becomes an Excluded Subsidiary, in each case, solely to the extent such Subsidiary ceasing to constitute a Restricted Subsidiary or otherwise becoming an Excluded Subsidiary is not prohibited by this Agreement, (y) so long as both (1) no Default or Event of Default has occurred and is continuing or would result therefrom and (2) no Out-of-Formula Condition has occurred and is continuing or would result therefrom, then, to the extent that the Collateral Agent obtains possession of any Collateral by operation of Section 13.12 of this Agreement that constitutes Collateral that Obligors are not required to deliver to Collateral Agent at such time pursuant to the terms hereof, the Security Documents or any other contractual arrangement with any Obligor, following the written request by Borrower, Collateral Agent shall (to the extent not prohibited by applicable law or legal process) deliver such Collateral in accordance with the terms of the Intercreditor Agreement or, if no Intercreditor Agreement is then in effect, to the applicable Obligor, and (z) if after the date hereof Collateral Agent’s Lien has been expanded to include Fixed Asset Collateral in connection with incurrence of Debt pursuant to Section 8.12(q)(x) so long as all of the following conditions are satisfied (1) no Default or Event of Default has occurred and is continuing or would result therefrom, (2) no Out-of-Formula Condition has occurred and is continuing or would result therefrom, and (3) no Debt has been incurred in reliance on Section 8.12(q)(x) that remains outstanding (and no commitments for Debt that, if incurred would be incurred in reliance on Section 8.12(q)(x), remain outstanding) and no Liens are outstanding in reliance on clause (r), clause (jj), or, to the extent on account of Refinancing Debt, or outstanding commitments that, if incurred, would be Refinancing Debt, in each case incurred in reliance, directly or indirectly, on Section 8.12(q)(x)), clause (p) of the definition of Permitted Liens, promptly following the written request of the Borrower, the Collateral Agent shall release Collateral Agent’s Liens on Fixed Assets Collateral at the expense of the Obligors. Upon request by any Appointed Agent at any time, the Required Lenders will confirm in writing such Appointed Agent’s authority to release or subordinate its interest in the Collateral;particular types or items of property, or to release any Guarantor from its obligations pursuant to this Section 13.10(a).
(iiib) searches Upon receipt by any Appointed Agent of ownership any authorization required pursuant to Section 13.10(a) from the Lenders of intellectual property in such Appointed Agent’s authority to release or subordinate the appropriate governmental offices applicable Collateral Agent’s Liens upon particular types or items of Collateral, or to release any Guarantor from its obligations under the Guarantee Agreement, and such patent/trademark/copyright filings as requested upon at least three (3) Business Days’ prior written request by the Borrower, such Appointed Agent in order to perfect shall (and is hereby irrevocably authorized by the Collateral Agent's security interest in Lenders and the Collateral;
(ivother Secured Parties to) all instruments and chattel paper in the possession of the Credit Parties, together with allonges or assignments execute such documents as may be necessary to evidence the release of such Collateral Agent’s Liens upon such Collateral or appropriate to perfect subordinate its interest therein, or to release such Guarantor from its obligations under the Guarantee Agreement; provided, however, that (i) such Appointed Agent shall not be required to execute any such document on terms which, in such Appointed Agent’s opinion, would expose such Appointed Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Obligors in respect of) all interests retained by the Obligors, including the proceeds of any sale, all of which shall continue to constitute part of such Collateral.
(c) The Collateral Agent shall have no obligation whatsoever to any of the Lenders to assure that the Collateral exists or is owned by the Obligors or is cared for, protected or insured or has been encumbered, or that the applicable Collateral Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Collateral Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent's security ’s own interest in the Collateral to in its capacity as one of the extent required under the Security Agreement and/or the Pledge Agreement;
(v) duly executed consents as are necessary, in the Agent's sole discretion, to perfect Lenders and that the Collateral Agent's security interest in the Collateral; and
(vi) satisfactory evidence that (A) the Collateral Agent, on behalf Agent shall have no other duty or liability whatsoever to any Lender as to any of the Lenders, holds a perfected Lien on all Collateral and (B) none of the Collateral is subject to any other Liens other than Permitted Liensforegoing.
Appears in 1 contract
Collateral Matters. (a) The Agent shall have received:
(i) searches of Uniform Commercial Code filings Lenders hereby irrevocably authorize Agent, at its option and in the jurisdiction of the chief executive office of each Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Collateral Agent's security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens;
(ii) duly executed UCC financing statements for each appropriate jurisdiction as is necessary, in the Agent's its sole discretion, to perfect release any Lien on any Collateral (i) upon the Collateral Agent's security interest termination of the Commitments and payment and satisfaction in full by the Collateral;
Obligors of all Obligations; (ii) constituting property being sold or disposed of if a release is required or desirable in connection therewith and if the Obligors certify to Agent that the sale or disposition is permitted under Section 4.4 of this Agreement or the other Loan Documents (and Agent may rely conclusively on any such certificate, without further inquiry); (iii) searches of ownership of intellectual constituting property in which an Obligor owned no interest at the appropriate governmental offices and such patent/trademark/copyright filings as requested by time the Agent in order to perfect the Collateral Agent's security interest in the Collateral;
was granted or at any time thereafter; or (iv) constituting property leased to an Obligor under a lease that has expired or is terminated in a transaction not prohibited by this Agreement. Except as provided above, Agent will not execute and deliver a release of any Lien on any Collateral without the prior written authorization of (y) if the release is of all instruments and chattel paper in the possession or substantially all of the Credit PartiesCollateral, together with allonges all of the Lenders, or assignments as may (z) otherwise, the Required Lenders. Upon request by Agent or the Obligors at any time, the Lenders will confirm in writing Agent's authority to release any such Liens on particular types or items of Collateral pursuant to this Section 16.12; provided, however, that (1) Agent shall not be required to execute any document necessary to evidence such release on terms that, in Agent's opinion, would expose Agent to liability or appropriate create any obligation or entail any consequence other than the release of such Lien without recourse, representation, or warranty, and (2) such release shall 101 103 not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Obligors in respect of) all interests retained by an Obligor, including, the proceeds of any sale, all of which shall continue to perfect constitute part of the Collateral.
(b) Agent shall have no obligation whatsoever to any of the Lenders to assure that the Collateral exists or is owned by an Obligor or is cared for, protected, or insured or has been encumbered, or that the Agent's security Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, subject to the terms and conditions contained herein, and, as between Agent and the Lenders, Agent may act in any manner it may deem appropriate, in its sole discretion given Agent's own interest in the Collateral to the extent required under the Security Agreement and/or the Pledge Agreement;
(v) duly executed consents in its capacity as are necessary, in the Agent's sole discretion, to perfect the Collateral Agent's security interest in the Collateral; and
(vi) satisfactory evidence that (A) the Collateral Agent, on behalf one of the Lenders, holds a perfected Lien on all Collateral Lenders and (B) none that Agent shall have no other duty or liability whatsoever to any Lender as to any of the Collateral is subject to any other Liens other than Permitted Liensforegoing, except as otherwise provided herein.
Appears in 1 contract
Collateral Matters. (a) The Lenders hereby irrevocably authorize the Collateral Agent shall have received:
to release any Lien upon any Collateral (i) searches upon the termination of Uniform Commercial Code filings the Commitments and payment and satisfaction in full of all Obligations (other than contingent obligations with respect to then unasserted claims), (ii) constituting property being sold, transferred or disposed of in a Permitted Disposition to a Person that is not a Loan Party, (iii) which constitutes property subject to the proviso in the jurisdiction definition of “Collateral” in the Security Agreement or subject to the proviso in Section 2.1 of the chief executive office Pledge Agreement, (iv) as provided in any Intercreditor Agreement, including the ABL Intercreditor Agreement with respect to Revolver Priority Collateral and (v) as to the Collateral of each Credit Party and each jurisdiction where any Facility Guarantor, upon its release from its Facility Guarantee (including as a result of designation as an Unrestricted Subsidiary). Except as provided above, the Collateral is located or where a filing would need to be made in order to perfect Agent will not release any of the Collateral Agent's security interest in ’s Liens without the Collateral, copies prior written authorization of the financing statements on file Applicable Lenders. Upon request by any Agent or any Loan Party at any time, the Lenders will confirm in such jurisdictions and evidence that no Liens exist other than Permitted Liens;
(ii) duly executed UCC financing statements for each appropriate jurisdiction as is necessary, in the Agent's sole discretion, to perfect writing the Collateral Agent's security interest in the Collateral;’s authority to release any Liens upon particular types or items of Collateral pursuant to this Section 8.16.
(iiib) searches of ownership of intellectual property in the appropriate governmental offices The Collateral Agent shall (and such patent/trademark/copyright filings as requested is hereby irrevocably authorized by the Agent in order to perfect the Collateral Agent's security interest in the Collateral;
(ivLenders to) all instruments and chattel paper in the possession of the Credit Parties, together with allonges or assignments execute such documents as may be necessary or appropriate to perfect evidence the Collateral Agent's security interest in the Collateral to the extent required under the Security Agreement and/or the Pledge Agreement;
(v) duly executed consents as are necessary, in the Agent's sole discretion, to perfect the Collateral Agent's security interest in the Collateral; and
(vi) satisfactory evidence that (A) the Collateral Agent, on behalf release of the Lenders, holds a perfected Lien on all Liens upon any Collateral and (B) none of the Collateral is subject to any other Liens other than Permitted Liens.described in Section
Appears in 1 contract
Collateral Matters. (a) The Lenders hereby irrevocably authorize (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to authorize) Agent shall have received:
and Security Trustee to release any Lien on any Collateral (i) searches of Uniform Commercial Code filings in upon the jurisdiction termination of the chief executive office Revolver Commitments and payment and satisfaction in full by Borrowers of all of the Obligations, (ii) constituting property being sold or disposed of if a release is required or desirable in connection therewith and if Borrowers certify to Agent and Security Trustee (as applicable) that the sale or disposition is permitted under Section 6.4 (and Agent and Security Trustee (as applicable) may rely conclusively on any such certificate, without further inquiry), (iii) constituting property in which neither Parent nor any Subsidiary of Parent owned any interest at the time Agent’s Lien was granted nor at any time thereafter, (iv) constituting property leased to Parent or its Subsidiaries under a lease that has expired or is terminated in a transaction permitted under this Agreement or (v) that is subject to a Permitted Lien if such Permitted Lien secures Purchase Money Indebtedness. The Loan Parties and the Lenders hereby irrevocably authorize (and by entering into a Bank Product Agreement, each Credit Party Bank Product Provider shall be deemed to authorize) Agent, based upon the instruction of the Required Lenders, to credit bid and each jurisdiction where purchase (either directly or through one or more acquisition vehicles) or to sell or otherwise dispose of (or to consent to any such sale or other disposition of) all or any portion of the Collateral at any sale thereof conducted by Agent under the provisions of the Code, including pursuant to Sections 9-610 or 9-620 of the Code, at any sale thereof conducted under the provisions of the Bankruptcy Code, including Section 363 of the Bankruptcy Code, or at any sale or foreclosure conducted by Agent (whether by judicial action or otherwise) in accordance with applicable law. Except as provided above, neither Agent nor Security Trustee will execute and deliver a release of any Lien on any Collateral without the prior written authorization of (y) if the release is located of all or where a filing would need to be made in order to perfect the Collateral Agent's security interest in substantially all of the Collateral, copies all of the financing statements Lenders (without requiring the authorization of the Bank Product Providers), or (z) otherwise, the Required Lenders (without requiring the authorization of the Bank Product Providers). Upon request by Agent or Security Trustee, as the case may be, or any Borrower at any time, the Lenders will (and if so requested, the Bank Product Providers will) confirm in writing Agent’s or Security Trustee’s authority to release any such Liens on file particular types or items of Collateral pursuant to this Section 15.11; provided, however, that (1) neither Agent nor Security Trustee shall be required to execute any document necessary to evidence such release on terms that, in such jurisdictions and evidence that no Liens exist Agent’s or Security Trustee’s (as the case may be) opinion, would expose Agent or Security Trustee to liability or create any obligation or entail any consequence other than Permitted Liens;
the release of such Lien without recourse, representation, or warranty, and (ii2) duly executed UCC financing statements for such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of any Borrower in respect of) all interests retained by any Borrower, including, the proceeds of any sale, all of which shall continue to constitute part of the Collateral. The Lenders further hereby irrevocably authorize (and by entering into a Bank Product Agreement, each appropriate jurisdiction as is necessaryBank Product Provider shall be deemed to authorize) Agent, at its option and in the Agent's its sole discretion, to perfect subordinate any Lien granted to or held by Agent or Security Trustee under any Loan Document to the holder of any Permitted Lien on such property if such Permitted Lien secures Permitted Purchase Money Indebtedness.
(b) Neither Agent nor Security Trustee shall have any obligation whatsoever to any of the Lenders (or the Bank Product Providers) to assure that the Collateral exists or is owned by Parent or its Subsidiary or is cared for, protected, or insured or has been encumbered, or that Agent's security interest ’s (or Security Trustee’s, as the case may be) Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or that any particular items of Collateral meet the eligibility criteria applicable in respect thereof or whether to impose, maintain, reduce, or eliminate any particular reserve hereunder or whether the amount of any such reserve is appropriate or not, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to Agent or Security Trustee, as the case may be, pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral;
(iii) searches , or any act, omission, or event related thereto, subject to the terms and conditions contained herein, each of ownership of intellectual property Agent and Security Trustee may act in the appropriate governmental offices any manner it may deem appropriate, in its sole discretion given Agent’s and such patent/trademark/copyright filings as requested by the Agent in order to perfect the Collateral Agent's security interest in the Collateral;
(iv) all instruments and chattel paper in the possession of the Credit Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Collateral Agent's security Security Trustee’s own interest in the Collateral to the extent required under the Security Agreement and/or the Pledge Agreement;
(v) duly executed consents in its capacity as are necessary, in the Agent's sole discretion, to perfect the Collateral Agent's security interest in the Collateral; and
(vi) satisfactory evidence that (A) the Collateral Agent, on behalf one of the Lenders, holds a perfected Lien on all Collateral Lenders and that neither Agent nor Security Trustee shall have any other duty or liability whatsoever to any Lender (Bor Bank Product Provider) none as to any of the Collateral is subject to any other Liens other than Permitted Liensforegoing, except as otherwise provided herein.
Appears in 1 contract
Collateral Matters. The Agent shall have received(a) Each Lender hereby irrevocably authorizes and directs Agents to enter into the Loan Documents for the benefit of such Lender. Agents are hereby authorized on behalf of all of Lenders, without the necessity of any notice to or further consent from any Lender from time to time prior to, an Event of Default, to take any action with respect to any Collateral or Loan Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to the Loan Documents. Each Lender (and Swap Lender) hereby irrevocably authorizes each Agent, at its option and in its discretion:
(i) searches of Uniform Commercial Code filings in the jurisdiction to release any Lien on any property granted to or held by such Agent under any Loan Document (1) upon termination of the chief executive office Revolving Commitment and payment in full of each Credit Party and each jurisdiction where any Collateral all Obligations, (2) that is located sold or where a filing would need to be made sold as part of or in order connection with any sale permitted or provided for hereunder or under any other Loan Document, (3) subject to perfect the Collateral Agent's security interest Section 12.16, if approved, authorized or ratified in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens;
(ii) duly executed UCC financing statements for each appropriate jurisdiction as is necessary, in the Agent's sole discretion, to perfect the Collateral Agent's security interest in the Collateral;
(iii) searches of ownership of intellectual property in the appropriate governmental offices and such patent/trademark/copyright filings as requested writing by the Agent Requisite Lenders, (4) in order to perfect connection with any foreclosure sale or other disposition of Collateral after the Collateral Agent's security interest in the Collateral;
occurrence of an Event of Default or (iv5) all instruments and chattel paper in the possession of the Credit Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Collateral Agent's security interest in the Collateral to the extent required under the Security Agreement and/or the Pledge Agreement;
(v) duly executed consents as are necessary, in the Agent's sole discretion, to perfect the Collateral Agent's security interest in such property is not part of the Collateral; and
(viii) satisfactory to subordinate any Lien on any property granted to or held by such Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan Document. Upon request by either Agent at any time, each Lender will confirm in writing such Agent's authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 14.9.
(b) Subject to (a) above, each Agent shall (and is hereby irrevocably authorized by each Lender), to execute such documents as may be necessary to evidence the release or subordination of the Liens granted to Security Agent for the benefit of Security Agent and Lenders herein or pursuant hereto upon the applicable Collateral; provided that (Ai) such Agent shall not be required to execute any such document on terms which, in such Agent's opinion, would expose such Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Borrower in respect of) all interests retained by Borrower, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, such Agent shall be authorized to deduct all expenses reasonably incurred by such Agent from the proceeds of any such sale, transfer or foreclosure.
(c) Each Agent shall have no obligation whatsoever to any Lender or any other Person to assure that the Collateral Agentexists or is owned by Borrower any other Person or is cared for, on behalf protected or insured or that the Liens granted to Security Agent herein or in any of the Loan Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to such Agent in this Section 14.9 or in any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, such Agent may act in any manner it may deem appropriate, in its sole discretion, except as otherwise provided for herein, and that such Agent shall have no duty or liability whatsoever to the Lenders, holds a perfected Lien on all Collateral and except as otherwise provided for herein.
(Bd) none Each Lender hereby appoints each other Lender as agent for the purpose of perfecting Lenders' security interest in assets which, in accordance with Article 9 of the Collateral is subject to UCC can be perfected only by possession. Should any other Liens Lender (other than Permitted LiensSecurity Agent) obtain possession of any such Collateral, such Lender shall notify Agents thereof, and, promptly upon either Agent’s request therefor shall deliver such Collateral to Security Agent or in accordance with such Agent's instructions.
Appears in 1 contract
Collateral Matters. (a) The Agent may from time to time, make such disbursements and advances ("Agent Advances") which the Agent, in its sole discretion, deems necessary or desirable to preserve or protect the Collateral or any portion thereof, to enhance the likelihood or maximize the amount of repayment by any Borrower, any Guarantor or other Person of the Loans, Reimbursement Obligations or Letters of Credit and other Obligations or to pay any other amount chargeable to such Borrower or Guarantor pursuant to the terms of this Agreement, including, without limitation, costs, fees and expenses as described in Section 12.05. The Agent Advances shall be repayable on demand and be secured by the Collateral. The Agent Advances shall not constitute Loans but shall otherwise constitute Obligations hereunder. Without limitation to its obligations pursuant to Section 9.06, each Lender agrees that it shall make available to the Agent, upon the Agent's demand, in Dollars in immediately available funds, the amount equal to such Lender's Pro Rata Share of each such Agent Advance. If such funds are not made available to the Agent by such Lender the Agent shall be entitled to recover such funds, on demand from such Lender together with interest thereon, for each day from the date such payment was due until the date such amount is paid to the Agent, at the Federal Funds Rate for three Business Days and thereafter at the Base Rate.
(b) The Agent shall have received:
(i) searches no obligation whatsoever to any Lenders to assure that the Collateral exists or is owned by any Borrower or any Guarantor or is cared for, protected or insured or has been encumbered or that the Liens granted to the Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of Uniform Commercial Code filings in the jurisdiction care, disclosure or fidelity, or to continue exercising, any of the chief executive office rights, authorities and powers granted or available to the Agent in this Section 9.08 or in any of each Credit Party the Loan Documents, it being understood and each jurisdiction where any Collateral is located or where a filing would need to be made agreed that in order to perfect the Collateral Agent's security interest in respect of the Collateral, copies of or any act, omission or event related thereto, the financing statements on file Agent may act in such jurisdictions and evidence that no Liens exist other than Permitted Liens;
(ii) duly executed UCC financing statements for each appropriate jurisdiction as is necessaryany manner it may deem appropriate, in its sole discretion, given the Agent's sole discretion, to perfect the Collateral Agent's security interest in the Collateral;
(iii) searches of ownership of intellectual property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Agent in order to perfect the Collateral Agent's security interest in the Collateral;
(iv) all instruments and chattel paper in the possession of the Credit Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Collateral Agent's security own interest in the Collateral as one of the Lenders and that the Agent shall have no duty or liability whatsoever to any other Lender other than for acts or omissions constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction.
(c) The Lenders hereby irrevocably authorize the Agent, at its option and in its discretion, to release any Lien granted to or held by the Agent upon any Collateral upon termination of the Total Commitments and payment and satisfaction of all Loans and Letter of Credit Obligations, (whether or not due) and all other Obligations which have matured and which the Agent has been notified in writing are then due and payable; or constituting property being sold or disposed of if a Loan Party certifies to the extent required under Agent that the Security Agreement and/or sale or disposition is made in compliance with Section 7.02(d)(ii) hereof (and the Pledge Agent may rely conclusively on any such certificate, without further inquiry); or constituting property in which the Loan Parties owned no interest at the time the Lien was granted or at any time thereafter; or (except as otherwise provided in Section 12.03 of this Agreement;
(v) duly executed consents as are necessaryif approved, authorized or ratified in writing by the Required Lenders. Without in any manner limiting the Agent's sole discretionauthority to act without any specific or further authorization or consent by the Required Lenders, to perfect upon request by the Collateral Agent at any time, the Lenders shall confirm in writing the Agent's security interest in the Collateral; and
(vi) satisfactory evidence that (A) the authority to release particular types or items of Collateral Agent, on behalf of the Lenders, holds a perfected Lien on all Collateral and (B) none of the Collateral is subject pursuant to any other Liens other than Permitted Liensthis Section 9.08(c).
Appears in 1 contract
Collateral Matters. The Agent shall have received:
(ia) searches of Uniform Commercial Code filings Lenders hereby irrevocably authorize Agent, at its option and in the jurisdiction of the chief executive office of each Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Collateral Agent's security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens;
(ii) duly executed UCC financing statements for each appropriate jurisdiction as is necessary, in the Agent's its sole discretion, to perfect release any Liens upon any Collateral (i) upon the Collateral Agent's security interest Termination Date; (ii) constituting property being sold or disposed of if Borrowers certify to Agent that the sale or disposition is made in the Collateral;
compliance with Section 6.8 (and Agent may rely conclusively on any such certificate, without further inquiry); (iii) searches of ownership of intellectual constituting property in which Credit Parties owned no interest at the appropriate governmental offices and such patent/trademark/copyright filings as requested by time the Agent in order to perfect the Collateral Agent's security interest in the Collateral;
Lien was granted or at any time thereafter; or (iv) all instruments constituting property leased to Credit Parties under a lease which has expired or been terminated in a transaction permitted under this Agreement. Except as provided above, Agent will not release any of its Liens without the prior written authorization of the Lenders; provided that Agent may (so long as (x) no Default or Event of Default has occurred and chattel paper is continuing, or would result therefrom and (y) Credit Parties have provided evidence to Agent (in form and substance satisfactory to Agent) that EBITDA of Holdings and its Subsidiaries on a consolidated basis for the most recently ended four fiscal quarters, exclusive of the amount of such EBITDA which is attributable to the assets of Credit Parties so released from the Collateral, would not be less than $85,000,000), in its discretion, release its Liens on Collateral valued in the possession aggregate for all such releases from and after the Closing Date not in excess of $2,500,000 during each Fiscal Year without the prior written authorization of any Lenders and Agent may (so long as (x) no Default or Event of Default has occurred and is continuing, or would result therefrom and (y) Credit Parties have provided evidence to Agent (in form and substance satisfactory to Agent) that EBITDA of Holdings and its Subsidiaries on a consolidated basis for the most recently ended four fiscal quarters, exclusive of the amount of such EBITDA which is attributable to the assets of Credit PartiesParties so released from the Collateral, together would not be less than $85,000,000), in its discretion, release its Liens on Collateral valued in the aggregate for all such releases from and after the Closing Date greater than $2,500,000 but not in excess of 10% of the aggregate Commitments as of the Closing Date with allonges the prior written authorization of Requisite Lenders. Upon request by Agent or assignments Borrowers at any time, Lenders will confirm in writing Agent’s authority to release any Liens upon particular types or items of Collateral pursuant to this Section 9.10.
(b) Upon receipt by Agent of any authorization required pursuant to Section 9.10 from Lenders of Agent’s authority to release any Liens upon particular types or items of Collateral, and upon at least five Business Days’ prior written request by Borrowers, Agent shall (and is hereby irrevocably authorized by Lenders to) execute such documents as may be necessary or appropriate to perfect evidence the Collateral Agent's security interest in the Collateral release of its Liens upon such Collateral; provided, however, that (i) Agent shall not be required to the extent required under the Security Agreement and/or the Pledge Agreement;
(v) duly executed consents as are necessaryexecute any such document on terms which, in Agent’s opinion, would expose Agent to liability or create any obligation or entail any consequence other than the Agent's sole discretionrelease of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of Credit Parties in respect of) all interests retained by Credit Parties, including the proceeds of any sale, all of which shall continue to perfect the Collateral Agent's security interest in constitute part of the Collateral; and
(vi) satisfactory evidence that (A) the Collateral Agent, on behalf of the Lenders, holds a perfected Lien on all Collateral and (B) none of the Collateral is subject to any other Liens other than Permitted Liens.
Appears in 1 contract
Collateral Matters. (a) The Lenders hereby irrevocably authorize the Agent, at its option and in its sole discretion, to release any Agent’s Liens upon any Collateral (1) upon the termination of the Commitments and payment and satisfaction in full by the Borrower of all Loans and reimbursement obligations in respect of Letters of Credit and Credit Support, and the termination of all outstanding Letters of Credit (whether or not any of such obligations are due) and all other Obligations; (2) constituting property being sold or disposed of if the Borrower certifies to the Agent that the sale or disposition is made in compliance with Section 7.12 (and the Agent may rely conclusively on any such certificate, without further inquiry); (3) constituting property in which the Borrower owned no interest at the time the Lien was granted or at any time thereafter; or (4) constituting property leased to the Borrower under a lease which has expired or been terminated in a transaction permitted under this Agreement. Except as provided above, the Agent will not release any of the Agent’s Liens without the prior written authorization of the Lenders; provided that the Agent may, in its discretion, release the Agent’s Liens on Collateral valued in the aggregate not in excess of $2,000,000 during each Fiscal Year without the prior written authorization of the Lenders and the Agent may release the Agent’s Liens on Collateral valued in the aggregate not in excess of $4,000,000 during each Fiscal Year with the prior written authorization of Majority Lenders. Upon request by the Agent or the Borrower at any time, the Lenders will confirm in writing the Agent’s authority to release any Agent’s Liens upon particular types or items of Collateral pursuant to this Section 12.11.
(b) Upon receipt by the Agent of any authorization required pursuant to Section 12.11(a) from the Lenders of the Agent’s authority to release Agent’s Liens upon particular types or items of Collateral, and upon at least five (5) Business Days prior written request by the Borrower, the Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Agent’s Liens upon such Collateral; provided, however, that (1) the Agent shall not be required to execute any such document on terms which, in the Agent’s opinion, would expose the Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (2) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Borrower in respect of) all interests retained by the Borrower, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral.
(c) The Agent shall have received:
(i) searches of Uniform Commercial Code filings in the jurisdiction no obligation whatsoever to any of the chief executive office of each Credit Party and each jurisdiction where any Collateral is located or where a filing would need Lenders to be made in order to perfect assure that the Collateral exists or is owned by the Borrower or is cared for, protected or insured or has been encumbered, or that the Agent's security interest ’s Liens have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, copies of or any act, omission or event related thereto, the financing statements on file Agent may act in such jurisdictions and evidence that no Liens exist other than Permitted Liens;
(ii) duly executed UCC financing statements for each appropriate jurisdiction as is necessaryany manner it may deem appropriate, in its sole discretion given the Agent's sole discretion, to perfect the Collateral Agent's security interest in the Collateral;
(iii) searches of ownership of intellectual property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Agent in order to perfect the Collateral Agent's security interest in the Collateral;
(iv) all instruments and chattel paper in the possession of the Credit Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Collateral Agent's security ’s own interest in the Collateral to the extent required under the Security Agreement and/or the Pledge Agreement;
(v) duly executed consents in its capacity as are necessary, in the Agent's sole discretion, to perfect the Collateral Agent's security interest in the Collateral; and
(vi) satisfactory evidence that (A) the Collateral Agent, on behalf one of the Lenders, holds a perfected Lien on all Collateral Lenders and (B) none that the Agent shall have no other duty or liability whatsoever to any Lender as to any of the Collateral is subject to any other Liens other than Permitted Liensforegoing.
Appears in 1 contract
Collateral Matters. (a) The Agent shall have received:
(i) searches of Uniform Commercial Code filings Investors hereby irrevocably authorize Agent, at its option and in the jurisdiction of the chief executive office of each Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Collateral Agent's security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens;
(ii) duly executed UCC financing statements for each appropriate jurisdiction as is necessary, in the Agent's its sole discretion, to perfect release any Lien on any Collateral (i) upon the Collateral Agent's security interest payment and satisfaction in full by Obligors of all Obligations, (ii) constituting property being sold or disposed of if a release is required or desirable in connection therewith and if Administrative Obligor certifies to Agent that the Collateral;
sale or disposition is permitted under Section 3.4 of Annex A of the Investor Notes or the Investor Security Agreements (and Agent may rely conclusively on any such certificate, without further inquiry), (iii) searches of ownership of intellectual constituting property in which no Obligor or its Subsidiaries owned any interest at the appropriate governmental offices and such patent/trademark/copyright filings as requested by time the Agent in order to perfect the Collateral Agent's security interest in the Collateral;
Lien was granted nor at any time thereafter, or (iv) all instruments constituting property leased to a Obligor or its Subsidiaries under a lease that has expired or is terminated in a transaction permitted under this Agreement. Except as provided above, Agent will not execute and chattel paper in deliver a release of any Lien on any Collateral without the possession prior written authorization of the Credit PartiesInvestors. Upon request by Agent or Administrative Obligor at any time, together with allonges the Investors will confirm in writing Agent's authority to release any such Liens on particular types or assignments as may items of Collateral pursuant to this Section 8.8, provided, however, that (1) Agent shall not be required to execute any document necessary to evidence such release on terms that, in Agent's opinion, would expose Agent to liability or appropriate create any obligation or entail any consequence other than the release of such Lien without recourse, representation, or warranty, and (2) such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of Obligors in respect of) all interests retained by Obligors, including, the proceeds of any sale, all of which shall continue to perfect constitute part of the Collateral.
(b) Agent shall have no obligation whatsoever to any of the Investors to assure that the Collateral exists or is owned by Obligors or is cared for, protected, or insured or has been encumbered, or that the Agent's security Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to Agent pursuant to any of the Investor Security Agreements, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, subject to the terms and conditions contained herein, Agent may act in any manner it may deem appropriate, in its sole discretion given Agent's own interest in the Collateral to the extent required under the Security Agreement and/or the Pledge Agreement;
(v) duly executed consents in its capacity as are necessary, in the Agent's sole discretion, to perfect the Collateral Agent's security interest in the Collateral; and
(vi) satisfactory evidence that (A) the Collateral Agent, on behalf one of the Lenders, holds a perfected Lien on all Collateral Investors and (B) none that Agent shall have no other duty or liability whatsoever to any Investors as to any of the Collateral is subject to any other Liens other than Permitted Liensforegoing, except as otherwise provided herein.
Appears in 1 contract
Sources: General Security Agreement (Aegis Communications Group Inc)
Collateral Matters. The Agent (a) A security agreement in a form acceptable to Clean Energy, under which the Company grants to Clean Energy a security interest in all of its tangible and intangible personal property (the “Security Agreement”), shall have been duly authorized, executed and delivered by the Company and Clean Energy.
(b) Clean Energy shall have received, in form and substance satisfactory to Clean Energy, each of the following:
(i) searches of Uniform Commercial Code confirmation that all UCC-1 financing statements and other filings necessary or appropriate in the jurisdiction opinion of the chief executive office of each Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order Clean Energy to perfect the Collateral Agent's security interest interests of Clean Energy in the CollateralCollateral have been accepted for filing;
(ii) such lien and judgment searches as Clean Energy has requested, copies and such termination statements or other documents, as may be necessary to confirm that the Collateral is subject to no other security interests in favor of the financing statements on file in such jurisdictions and evidence that no Liens exist any Persons other than Permitted Liens;
(ii) duly executed UCC financing statements for each appropriate jurisdiction as is necessary, in the Agent's sole discretion, to perfect the Collateral Agent's security interest in the Collateral;
(iii) searches evidence that the insurance policies and endorsements required by Section 3.10 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of ownership of intellectual property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Agent in order to perfect the Collateral Agent's security interest in the CollateralClean Energy;
(iv) all instruments duly executed original control agreements with respect to any deposit account, securities account, commodity account, or other bank account maintained by the Company or any of its subsidiaries at any time, entered into among the depository institution at which the Company (or such subsidiary) maintains a deposit account or the securities intermediary or commodity intermediary at which the Company (or such subsidiary) maintains a securities account or a commodity account, the Company and chattel paper in such subsidiary, and Clean Energy, pursuant to which Clean Energy obtains control (within the possession meaning of the Credit PartiesUCC) over such deposit account, together with allonges securities account, or assignments as may commodity account; provided that this Section 5.6(b)(iv) shall be necessary or appropriate deemed to perfect have been satisfied if such control agreements are received by Clean Energy within thirty (30) days after the Collateral Agent's security interest in the Collateral to the extent required under the Security Agreement and/or the Pledge date of this Agreement;; and
(v) duly executed consents as are necessary, evidence that all other actions necessary or appropriate in the Agent's sole discretion, opinion of Clean Energy to perfect and protect the security interests in the Collateral Agent's security interest in the Collateral; and
(vi) satisfactory evidence that (A) the Collateral Agent, on behalf of the Lenders, holds a perfected Lien on all Collateral and (B) none of the Collateral is subject to any other Liens other than Permitted Lienshave been taken.
Appears in 1 contract
Collateral Matters. (a) The Agent shall have received:
Lenders hereby irrevocably authorize the Agent, at its option and in its sole discretion, to release any Agent's Liens upon any Collateral, other than any cash collateral or Supporting Letter of Credit provided by Borrowers pursuant to Section 1.4(g) (i) searches of Uniform Commercial Code filings in upon the jurisdiction termination of the chief executive office Commitments and payment and satisfaction in full by Borrowers of each all Loans and reimbursement obligations in respect of Letters of Credit Party and each jurisdiction where Credit Support, and the termination of all outstanding Letters of Credit (whether or not any Collateral is located of such obligations are due), unless such Letters of Credit are cash collateralized or where supported by a filing would need Supporting Letter of Credit pursuant to be made in order to perfect the Collateral Agent's security interest in the Collateral, copies of the financing statements on file in such jurisdictions Section 1.4(g) and evidence that no Liens exist all other than Permitted Liens;
Obligations; (ii) duly executed UCC financing statements for constituting property being sold or disposed of if the Borrowers certify to the Agent that the sale or disposition is made in compliance with Section 7.9 (and the Agent may rely conclusively on any such certificate, without further inquiry); (iii) constituting property in which the Borrower Parties owned no interest at the time the Lien was granted or at any time thereafter; or (iv) constituting property leased to the Borrower Parties under a lease which has expired or been terminated in a transaction permitted under this Agreement. Except as provided above, the Agent will not release any of the Agent's Liens without the prior written authorization of all Lenders; provided that the Agent may, in its discretion, release the Agent's Liens on Collateral valued in the aggregate not in excess of $500,000 during each appropriate jurisdiction Fiscal Year without the prior written authorization of the Lenders and the Agent may release the Agent's Liens on Collateral valued in the aggregate not in excess of $1,000,000 during each Fiscal Year with the prior written authorization of Required Lenders. Upon request by the Agent or the Borrowers at any time, the Lenders will confirm in writing the Agent's authority to release any Agent's Liens upon particular types or items of Collateral pursuant to this Section 12.11.
(b) Upon receipt by the Agent of any authorization required pursuant to Section 12.11(a) from the Lenders of the Agent's authority to release any Agent's Liens upon particular types or items of Collateral, and upon at least five (5) Business Days' prior written request by the Borrowers, the Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as is necessarymay be necessary to evidence the release of the Agent's Liens upon such Collateral; provided, however, that (i) the Agent shall not be required to execute any such document on terms which, in the Agent's sole discretionopinion, would expose the Agent to perfect liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Borrower Parties in respect of) all interests retained by any Borrower Party, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral.
(c) The Agent shall have no obligation whatsoever to any of the Lenders to assure that the Collateral exists or is owned by the Borrower Parties or is cared for, protected or insured or has been encumbered, or that the Agent's security interest Liens have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral;
(iii) searches of ownership of intellectual property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by , or any act, omission or event related thereto, the Agent may act in order to perfect any manner it may deem appropriate in its sole discretion given the Collateral Agent's security interest in the Collateral;
(iv) all instruments and chattel paper in the possession of the Credit Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Collateral Agent's security own interest in the Collateral to the extent required under the Security Agreement and/or the Pledge Agreement;
(v) duly executed consents in its capacity as are necessary, in the Agent's sole discretion, to perfect the Collateral Agent's security interest in the Collateral; and
(vi) satisfactory evidence that (A) the Collateral Agent, on behalf one of the Lenders, holds a perfected Lien on all Collateral Lenders and (B) none that the Agent shall have no other duty or liability whatsoever to any Lender as to any of the Collateral is subject to any other Liens other than Permitted Liensforegoing.
Appears in 1 contract
Sources: Credit Agreement (Salton Inc)
Collateral Matters. (a) The Lenders hereby irrevocably authorize the Agent, at its option and in its sole discretion, to release any Agent’s Liens upon any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full of all Revolving Loans and reimbursement obligations in respect of Letters of Credit, and the termination of all outstanding Letters of Credit (whether or not any of such obligations are due) and all other Obligations; (ii) constituting property being sold or disposed of if the Borrower disposing of such property certifies to the Agent that the sale or disposition is made in compliance with Section 7.9 (and the Agent may rely conclusively on any such certificate, without further inquiry); (iii) constituting property in which no Borrower owned any interest at the time the Lien was granted or at any time thereafter; or (iv) constituting property leased to a Borrower under a lease which has expired or been terminated in a transaction permitted under this Agreement. Upon request by the Agent or the Borrowers at any time, the Lenders will confirm in writing the Agent’s authority to release any Agent’s Liens upon particular types or items of Collateral pursuant to this Section 12.11.
(b) Upon receipt by the Agent of any authorization required pursuant to Section 12.11(a) from the Lenders of the Agent’s authority to release any Agent’s Liens upon particular types or items of Collateral, and upon at least five Business Days prior written request by the Borrowers, the Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Agent’s Liens upon such Collateral; provided, however, that (i) the Agent shall not be required to execute any such document on terms which, in the Agent’s opinion, would expose the Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Borrowers in respect of) all interests retained by the Borrowers, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral.
(c) The Agent shall have received:
(i) searches of Uniform Commercial Code filings in the jurisdiction no obligation whatsoever to any of the chief executive office of each Credit Party and each jurisdiction where any Collateral is located or where a filing would need Lenders to be made in order to perfect assure that the Collateral exists or is owned by any Borrower or is cared for, protected, or insured or has been encumbered, or that the Agent's security interest ’s Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure, or fidelity, or to continue exercising, any of the rights, authorities, and powers granted or available to the Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, copies of or any act, omission, or event related thereto, the financing statements on file Agent may act in such jurisdictions and evidence that no Liens exist other than Permitted Liens;
(ii) duly executed UCC financing statements for each appropriate jurisdiction as is necessaryany manner it may deem appropriate, in its sole discretion given the Agent's sole discretion, to perfect the Collateral Agent's security interest in the Collateral;
(iii) searches of ownership of intellectual property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Agent in order to perfect the Collateral Agent's security interest in the Collateral;
(iv) all instruments and chattel paper in the possession of the Credit Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Collateral Agent's security ’s own interest in the Collateral to the extent required under the Security Agreement and/or the Pledge Agreement;
(v) duly executed consents in its capacity as are necessary, in the Agent's sole discretion, to perfect the Collateral Agent's security interest in the Collateral; and
(vi) satisfactory evidence that (A) the Collateral Agent, on behalf one of the Lenders, holds a perfected Lien on all Collateral Lenders and (B) none that the Agent shall have no other duty or liability whatsoever to any Lender as to any of the Collateral is subject to any other Liens other than Permitted Liensforegoing.
Appears in 1 contract
Collateral Matters. (a) The Agent shall have received:
Lenders hereby irrevocably authorize the Agent, at its option and in its sole discretion, to release any Agent's Liens upon any Collateral (i) searches of Uniform Commercial Code filings in upon the jurisdiction termination of the chief executive office Commitments and payment and satisfaction in full by Borrower of each all Loans and reimbursement obligations in respect of Letters of Credit Party and each jurisdiction where Credit Support, and the termination of all outstanding Letters of Credit (whether or not any Collateral is located or where a filing would need to be made in order to perfect the Collateral Agent's security interest in the Collateral, copies of the financing statements on file in such jurisdictions obligations are due) and evidence that no Liens exist all other than Permitted Liens;
Obligations; (ii) duly executed UCC financing statements for constituting property being sold or disposed of if the Borrower certifies to the Agent that the sale or disposition is made in compliance with Section 7.9 and in conjunction with any paydown required by such Section, Section 3.4, or otherwise under this Agreement (and the Agent may rely conclusively on any such certificate, without further inquiry); (iii) constituting Real Estate being refinanced if Borrower certifies to the Agent that the refinancing is in compliance with Section 7.13 and in conjunction with any paydown required by such Section, Section 3.4 or otherwise under this Agreement (and the Agent may rely conclusively on any such certificate, without further inquiry); (iv) constituting property in which the Borrower owned no interest at the time the Lien was granted or at any time thereafter; (v) constituting property leased to the Borrower under a lease which has expired or been terminated in a transaction permitted under this Agreement; or (vi) constituting Real Property once the Term Loans have been repaid in full. Except as provided above, the Agent will not release any of the Agent's Liens without the prior written authorization of the Lenders; provided that the Agent may, in its discretion, release the Agent's Liens on Collateral (other than Collateral in the Qualified Custodial Accounts following attachment of Agent's Lien thereon) valued in the aggregate not in excess of $500,000 during each appropriate jurisdiction Fiscal Year without the prior written authorization of the Lenders and the Agent may release the Agent's Liens on Collateral (other than Collateral in the Qualified Custodial Accounts following attachment of Agent's Lien thereon) valued in the aggregate not in excess of $1,000,000 during each Fiscal Year with the prior written authorization of Required Lenders. Upon request by the Agent or the Borrower at any time, the Lenders will confirm in writing the Agent's authority to release any Agent's Liens upon particular types or items of Collateral pursuant to this Section 12.11.
(b) Upon receipt by the Agent of any authorization required pursuant to Section 12.11(a) from the Lenders of the Agent's authority to release Agent's Liens upon particular types or items of Collateral, and upon at least five (5) Business Days prior written request by the Borrower, the Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as is necessarymay be necessary to evidence the release of the Agent's Liens upon such Collateral; provided, however, that (i) the Agent shall not be required to execute any such document on terms which, in the Agent's sole discretionopinion, would expose the Agent to perfect liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Borrower in respect of) all interests retained by the Borrower, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral.
(c) The Agent shall have no obligation whatsoever to any of the Lenders to assure that the Collateral exists or is owned by the Borrower or is cared for, protected or insured or has been encumbered, or that the Agent's security interest Liens have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral;
(iii) searches of ownership of intellectual property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by , or any act, omission or event related thereto, the Agent may act in order to perfect any manner it may deem appropriate, in its sole discretion given the Collateral Agent's security interest in the Collateral;
(iv) all instruments and chattel paper in the possession of the Credit Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Collateral Agent's security own interest in the Collateral to the extent required under the Security Agreement and/or the Pledge Agreement;
(v) duly executed consents in its capacity as are necessary, in the Agent's sole discretion, to perfect the Collateral Agent's security interest in the Collateral; and
(vi) satisfactory evidence that (A) the Collateral Agent, on behalf one of the Lenders, holds a perfected Lien on all Collateral Lenders and (B) none that the Agent shall have no other duty or liability whatsoever to any Lender as to any of the Collateral is subject to any other Liens other than Permitted Liensforegoing.
Appears in 1 contract
Sources: Credit Agreement (3com Corp)
Collateral Matters. The Agent (a) Each of the Company Parties hereby grants to the Purchaser Representative a continuing security interest of first priority in all of its right, title and interest in, to and under the Lockbox -40- Account, whether now or hereafter existing, and any and all “proceeds” thereof (as such term is defined in the Uniform Commercial Code), in each case, for the benefit of the Purchaser Representative and the other Purchasers (the “Lockbox Security Interest”). Unless the Purchaser Representative otherwise agrees in writing after the date hereof, the Purchaser Representative, for the benefit of the Purchaser Representative and the other Purchasers, shall have received:
(i) searches of Uniform Commercial Code filings in the jurisdiction of the chief executive office of each Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Collateral Agent's an exclusive security interest in such Lockbox Account. The Company agrees not to deposit (or direct the deposit of) any Purchased Royalties or any proceeds thereof to any account other than the Lockbox Account.
(b) Not in derogation of the statement of the intent of the Parties in Section 2.1(b), and for the purposes of providing additional assurance to the Purchaser Representative and the Purchasers in the event that, despite the intent of the Parties, the sale, transfer, assignment and conveyance contemplated hereby is hereafter held not to be a sale, each of the Company Parties hereby grants to the Purchaser Representative, for the benefit of the Purchaser Representative and the other Purchasers, a continuing security interest of first priority in all of its right, title and interest in, to and under the Back-up Collateral, copies of the financing statements on file in whether now or hereafter existing, and any and all “proceeds” thereof (as such jurisdictions and evidence that no Liens exist other than Permitted Liens;
(ii) duly executed UCC financing statements for each appropriate jurisdiction as term is necessary, defined in the Agent's sole discretion, to perfect Uniform Commercial Code) (the Collateral Agent's security interest in the Collateral;
(iii) searches of ownership of intellectual property in the appropriate governmental offices “Back-Up Security Interest” and such patent/trademark/copyright filings as requested by the Agent in order to perfect the Collateral Agent's security interest in the Collateral;
(iv) all instruments and chattel paper in the possession of the Credit Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Collateral Agent's security interest in Lockbox Security Interest, the Collateral to the extent required under the “Security Agreement and/or the Pledge Agreement;
(v) duly executed consents as are necessary, in the Agent's sole discretion, to perfect the Collateral Agent's security interest in the Collateral; and
(vi) satisfactory evidence that (A) the Collateral Agent, on behalf of the Lenders, holds a perfected Lien on all Collateral and (B) none of the Collateral is subject to any other Liens other than Permitted LiensInterests”).
Appears in 1 contract
Sources: Royalty Interest Purchase and Sale Agreement (BridgeBio Pharma, Inc.)
Collateral Matters. (a) The Agent shall have received:
Collateral Agent, at the written direction of the Requisite Lenders, may release any Lien upon any Collateral (i) searches of Uniform Commercial Code filings in upon the jurisdiction termination of the chief executive office Commitments and payment and satisfaction of each Credit Party all Loans and each jurisdiction where any all other Obligations and which the Agent has been notified in writing are then due and payable; (ii) constituting property being sold or disposed of if the applicable Borrower certifies to the Collateral Agent that the sale or disposition is located or where a filing would need to be made in order compliance with SECTION 6.03 (and the Agent may rely conclusively on any such certificate, without further inquiry); or (iii) constituting property leased to perfect the applicable Borrower under a lease which has expired or been terminated in a transaction permitted under this Agreement or which will expire imminently and which has not been, and is not intended by such Borrower to be, renewed or extended and with respect to which such Borrower has not exercised any purchase option. The Collateral Agent may not release all or substantially all the Collateral without the consent of the Lenders. Upon request by the Collateral Agent or the Borrowers at any time, the Lenders will confirm in writing the Collateral Agent's security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no authority to release any Liens exist other than Permitted Liens;pursuant to this SECTION 10.08(A).
(iib) duly executed UCC financing statements for each appropriate jurisdiction Upon receipt by the Collateral Agent of any authorization required pursuant to SECTION 10.08(A) from the Requisite Lenders or Lenders, as is necessaryapplicable, in the Agent's sole discretion, to perfect of the Collateral Agent's security interest in the authority to release any Liens upon particular types or items of Collateral;
, and upon at least five (iii5) searches of ownership of intellectual property in the appropriate governmental offices and such patent/trademark/copyright filings as requested Business Days' prior written request by the applicable Borrower, and provided that no Event of Default has occurred and is then continuing, the Collateral Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens upon such Collateral; PROVIDED, that (i) the Collateral Agent shall not be required to execute any such document on terms which, in order to perfect the Collateral Agent's security interest opinion, would expose the Collateral Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the applicable Borrower in respect of) all interests retained by the applicable Borrower, including (without limitation) the proceeds of any sale, all of which shall continue to constitute part of the Collateral;.
(ivc) all instruments and chattel paper in the possession The Collateral Agent shall have no obligation whatsoever to any of the Credit PartiesLenders to assure that the Collateral exists or is owned by any Borrower or is cared for, together with allonges protected or assignments as insured or has been encumbered, or, other than a duty to act without recklessness, willful misconduct or gross (but not mere) negligence, that the Liens have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the pursuant to this SECTION 10.08 or pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may be necessary or appropriate to perfect act in any manner it may deem appropriate, in its reasonable business judgment, given the Collateral Agent's security own interest in the Collateral to in its capacity as one of the extent required under the Security Agreement and/or the Pledge Agreement;
(v) duly executed consents as are necessary, in the Agent's sole discretion, to perfect Lenders and that the Collateral Agent's security interest in the Collateral; and
(vi) satisfactory evidence that (A) the Collateral Agent, on behalf Agent shall have no other duty or liability whatsoever to any Lender as to any of the Lenders, holds a perfected Lien on all Collateral and (B) none of the Collateral is subject to any other Liens other than Permitted Liensforegoing.
Appears in 1 contract
Sources: Loan and Security Agreement (KMC Telecom Holdings Inc)
Collateral Matters. The (i) Excluding any Excluded Assets, all Capital Stock of each Obligor and Subsidiary shall be subject to a security interest pursuant to the Security Documents and Administrative Agent shall have received:received all original certificates, if any, representing such securities and such accompanying documents reasonably requested by Administrative Agent.
(iii) searches Excluding any Excluded Assets, all Indebtedness owed to any of Uniform Commercial Code filings the Obligors (other than any Indebtedness of another Obligor) which, individually or in the jurisdiction aggregate, exceeds $50,000 that is evidenced by one or more promissory notes shall be subject to a security interest pursuant to the Security Documents, and Administrative Agent shall have received original executed versions of all such promissory notes and such accompanying documents reasonably requested by Administrative Agent.
(iii) Administrative Agent shall have received the results of a search of the chief executive office of UCC and equivalent filings, as applicable, in addition to tax Lien, judgment Lien, bankruptcy and litigation searches made with respect to each Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Collateral Agent's security interest in the CollateralObligor, together with copies of the financing statements on file statements, and other filings (or similar documents) disclosed by such searches, and accompanied by evidence satisfactory to Administrative Agent that the Liens indicated in any such jurisdictions financing statement and evidence that no other filings (or similar document) are Permitted Liens exist other than Permitted Liens;
(ii) duly executed UCC financing statements for each appropriate jurisdiction as is necessary, in or have been released or will be released substantially simultaneously with the Agent's sole discretion, to perfect making of the Collateral Agent's security interest in the Collateral;
(iii) searches of ownership of intellectual property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Agent in order to perfect the Collateral Agent's security interest in the Collateral;Loans hereunder.
(iv) all instruments Administrative Agent shall have received evidence, in form and chattel paper substance satisfactory to Administrative Agent, that appropriate UCC financing statements (including fixture filings) or equivalent filings, as applicable, have been duly filed in the possession of the Credit Parties, together with allonges such office or assignments offices as may be necessary or appropriate to perfect the Collateral Agent's security interest in the Collateral to the extent required under the Security Agreement and/or the Pledge Agreement;
(v) duly executed consents as are necessaryor, in the opinion of Administrative Agent's sole discretion, desirable, to perfect Administrative Agent’s Liens in and to the Collateral Agent's security interest in and certified searches reflecting the Collateral; and
(vi) satisfactory filing of all such financing statements, or evidence that (A) the Collateral Agent, on behalf of the Lenders, holds a perfected Lien on all Collateral and (B) none of the Collateral is subject arrangements for filing reasonably satisfactory to any other Liens other than Permitted LiensAdministrative Agent have been made.
Appears in 1 contract
Sources: Credit Agreement (Vireo Growth Inc.)
Collateral Matters. (a) The Lenders hereby irrevocably authorize the Agent, at its option and in its sole discretion, to release any Agent’s Liens upon any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full by the Borrowers of all Revolving Loans and reimbursement obligations in respect of Letters of Credit, and the termination of all outstanding Letters of Credit (whether or not any of such obligations are due) and all other Obligations; (ii) constituting property being sold or disposed of if such U.S. Borrower certifies to the Agent that the sale or disposition is made in compliance with Section 7.10 (and the Agent may rely conclusively on any such certificate, without further inquiry); (iii) constituting property in which such U.S. Borrower owned no interest at the time the Lien was granted or at any time thereafter; or (iv) constituting property leased to such U.S. Borrower under a lease which has expired or been terminated in a transaction permitted under this Agreement. Except as provided above, the Agent will not release any of the Agent’s Liens without the prior written authorization of the Lenders; provided that the Agent may, in its discretion, release the Agent’s Liens on Collateral valued in the aggregate not in excess of $5,000,000 during each Fiscal Year without the prior written authorization of the Lenders and the Agent may release the Agent’s Liens on Collateral valued in the aggregate not in excess of $10,000,000 during each Fiscal Year with the prior written authorization of Required Lenders. Upon request by the Agent or the U.S. Borrowers at any time, the Lenders will confirm in writing the Agent’s authority to release any Agent’s Liens upon particular types or items of Collateral pursuant to this Section 12.10.
(b) Upon receipt by the Agent of any authorization required pursuant to Section 12.10(a) from the Lenders of the Agent’s authority to release Agent’s Liens upon particular types or items of Collateral, and upon at least five (5) Business Days prior written request by the U.S. Borrowers, the Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Agent’s Liens upon such Collateral; provided, however, that (i) the Agent shall not be required to execute any such document on terms which, in the Agent’s opinion, would expose the Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Borrowers in respect of) all interests retained by such U.S. Borrower, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral.
(c) The Agent shall have received:
(i) searches of Uniform Commercial Code filings in the jurisdiction no obligation whatsoever to any of the chief executive office of each Credit Party and each jurisdiction where any Collateral is located or where a filing would need Lenders to be made in order to perfect assure that the Collateral exists or is owned by any U.S. Borrower or is cared for, protected or insured or has been encumbered, or that the Agent's security interest ’s Liens have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, copies of or any act, omission or event related thereto, the financing statements on file Agent may act in such jurisdictions and evidence that no Liens exist other than Permitted Liens;
(ii) duly executed UCC financing statements for each appropriate jurisdiction as is necessaryany manner it may deem appropriate, in its sole discretion given the Agent's sole discretion, to perfect the Collateral Agent's security interest in the Collateral;
(iii) searches of ownership of intellectual property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Agent in order to perfect the Collateral Agent's security interest in the Collateral;
(iv) all instruments and chattel paper in the possession of the Credit Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Collateral Agent's security ’s own interest in the Collateral to the extent required under the Security Agreement and/or the Pledge Agreement;
(v) duly executed consents in its capacity as are necessary, in the Agent's sole discretion, to perfect the Collateral Agent's security interest in the Collateral; and
(vi) satisfactory evidence that (A) the Collateral Agent, on behalf one of the Lenders, holds a perfected Lien on all Collateral Lenders and (B) none that the Agent shall have no other duty or liability whatsoever to any Lender as to any of the Collateral is subject to any other Liens other than Permitted Liensforegoing.
Appears in 1 contract
Sources: Credit Agreement (Ann Inc.)
Collateral Matters. (a) The Agent shall have received:
DIP Lenders hereby irrevocably authorize the Collateral Agent, at its option and in its sole discretion and as promptly as practicable, to release any Lien on any Collateral (i) searches upon the termination of Uniform Commercial Code filings the Commitments and payment and satisfaction in full of all Obligations owed to the DIP Lenders (other than those contingent Obligations for reimbursement and indemnity that expressly survive the termination of this Agreement); (ii) constituting property being sold or disposed of if a release is required or desirable in connection therewith and if Borrowers certify in writing to the Collateral Agent that the sale or disposition is permitted under this Agreement or the other Loan Documents (and the Collateral Agent may rely conclusively on any such certificate, without further inquiry); (iii) constituting property in which Borrowers owned no interest at the time the security interest was granted or at any time thereafter; (iv) constituting property leased to Borrowers under a lease that has expired or is terminated in a transaction permitted under this Agreement; (v) constituting Equipment which, in the jurisdiction aggregate with all other dispositions of Equipment covered by this clause (v), has a fair market value or book value, whichever is less, of $1,000,000 or less; or (vi) if such is release consented by the chief executive office of each Credit Party Instructing Group. Upon request by the Collateral Agent at any time, the Administrative Agent and each jurisdiction where any Collateral is located or where a filing would need to be made the DIP Lenders will confirm in order to perfect writing the Collateral Agent's security interest in the Collateral’s authority to release any such Liens on particular types or items of Collateral pursuant to this Section 12.11; provided, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens;
(ii) duly executed UCC financing statements for each appropriate jurisdiction as is necessaryhowever, in the Agent's sole discretion, to perfect the Collateral Agent's security interest in the Collateral;
(iii) searches of ownership of intellectual property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Agent in order to perfect the Collateral Agent's security interest in the Collateral;
(iv) all instruments and chattel paper in the possession of the Credit Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Collateral Agent's security interest in the Collateral to the extent required under the Security Agreement and/or the Pledge Agreement;
(v) duly executed consents as are necessary, in the Agent's sole discretion, to perfect the Collateral Agent's security interest in the Collateral; and
(vi) satisfactory evidence that (A) the Collateral Agent shall not be required to execute any document necessary to evidence such release on terms that, in the Collateral Agent’s opinion, on behalf would expose the Collateral Agent to liability or create any obligation or entail any consequence other than the release of the Lenderssuch Lien without recourse, holds a perfected Lien on all Collateral representation, or warranty and (B) none such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of Borrowers in respect of) all interests retained by Borrowers in any asset(s) transferred, including, the proceeds of any sale, all of which shall continue to constitute part of the Collateral.
(b) Neither the Administrative Agent nor the Collateral is subject Agent shall have any obligation whatsoever to any other DIP Lenders to assure that the Collateral exists or is owned by Borrowers or is cared for, protected, or insured or has been encumbered, or that all or any portion of the Liens securing the Obligations have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Administrative Agent or the Collateral Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, subject to the terms and conditions contained herein, the Administrative Agent and the Collateral Agent each may act in any manner it may deem appropriate, in its sole discretion given its own interest in the Collateral and that neither the Administrative Agent nor the Collateral Agent shall have any other than Permitted Liensduty or liability whatsoever to any other DIP Lender as to any of the foregoing, except as otherwise expressly provided herein.
Appears in 1 contract
Sources: Senior Secured Super Priority Credit Agreement (Isolagen Inc)
Collateral Matters. (a) The Lenders hereby irrevocably authorize Agent to release any Lien on any Collateral (i) upon the termination of the Commitments, the payment and satisfaction in full by Borrower of all non-contingent Obligations, and the satisfaction of all obligations of the Lender Group under outstanding Letters of Credit pursuant to Section 2.2(e) and upon such termination and payment Agent shall deliver to Borrower, at Borrower's sole cost and expense, all UCC termination statements and any other documents necessary to terminate the Loan Documents and release the Liens with respect to the Collateral; (ii) which is the subject of an Asset Sale permitted by Section 7.4 or is a disposition of an asset which does not constitute an Asset Sale and if Borrower so certifies such facts to Agent (and Agent may rely conclusively on any such certificate, without further inquiry); (iii) constituting property in which Borrower owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to Borrower under a lease that has expired or been terminated in a transaction permitted under this Agreement; (v) constituting a parcel of non-Core Real Property Collateral, with a book value of less than $250,000, if such parcel is located in an SFHA, upon the exercise of the Agent's discretion, or at the request of any Lender to comply with applicable regulatory requirements; or (vi) upon the exercise of the Agent's discretion, but the aggregate book value of all such Collateral released under this clause (vi) shall not exceed $5,000,000. Except as provided above, Agent will not release any Lien on any Collateral without the prior written authorization of the Lenders. Upon request by Agent or Borrower at any time, the Lenders will confirm in writing Agent's authority to release any such Liens on particular types or items of Collateral pursuant to this Section 17.11; provided, however, that (y) Agent shall not be required to execute any document necessary to evidence such release on terms that, in Agent's opinion, would expose Agent to liability or create any obligation or entail any consequence other than the release of such Lien without recourse, representation, or warranty, and (z) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon, or obligations of Borrower in respect of, all interests retained by Borrower, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral.
(b) Agent shall have received:
(i) searches of Uniform Commercial Code filings in the jurisdiction no obligation whatsoever to any of the chief executive office of each Credit Party and each jurisdiction where any Collateral is located or where a filing would need Lenders to be made in order to perfect assure that the Collateral Agent's security interest exists or is owned by Borrower, is cared for, protected, or insured or has been encumbered, or that the Liens of the Agent (for the benefit of the Lender Group) have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure, or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, copies of or any act, omission or event related thereto, subject to the financing statements on file terms and conditions contained herein, Agent may act in such jurisdictions and evidence that no Liens exist other than Permitted Liens;
(ii) duly executed UCC financing statements for each appropriate jurisdiction as is necessaryany manner it may deem commercially reasonable, in the its sole discretion given Agent's sole discretion, to perfect the Collateral Agent's security interest in the Collateral;
(iii) searches of ownership of intellectual property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Agent in order to perfect the Collateral Agent's security interest in the Collateral;
(iv) all instruments and chattel paper in the possession of the Credit Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Collateral Agent's security own interest in the Collateral in its capacity as one of the Lenders and that Agent shall have no other duty or liability whatsoever to any Lender as to any of the foregoing, except as otherwise provided herein.
(c) Agent shall exercise all rights and remedies afforded the Lender Group hereunder with respect to the extent required under Collateral, with the Security Agreement and/or the Pledge Agreement;
(v) duly executed consents as are necessary, in the Agent's sole discretion, to perfect the Collateral Agent's security interest in the Collateral; and
(vi) satisfactory evidence that (A) the Collateral Agent, on behalf advice and assistance of the Lenders. Agent may in its own name or through the formation of one or more business entities ("Nominee"), holds own or manage any Collateral acquired as a perfected Lien on all Collateral result of "bidding in" at a foreclosure sale or similar disposition or obtained through a deed in lieu or the like ("Post-Foreclosure Property"). Agent shall manage any such Nominee, and (B) none manage and dispose of any such Post-Foreclosure Property with a view towards the realization of the economic benefits of the ownership of the same, and in such regard the Agent or such Nominee may operate, repair, manage, maintain, develop, and dispose of any such Post-Foreclosure Collateral as the Agent determines is subject appropriate under the circumstances. Agent, and any such Nominee, with respect to the conduct of such liquidation and management of such Post-Foreclosure Collateral shall have all of the rights, powers, privileges, discretions, and immunities granted to the Agent hereunder. Each Lender shall execute all such instruments and documents as the Agent or such Nominee may request with respect to the creation and governance of any other Liens other than Permitted LiensNominee, the exercise of the Lender Group's rights and remedies, and the disposition of any Post-Foreclosure Collateral.
Appears in 1 contract
Sources: Loan and Security Agreement (Texas New Mexico & Oklahoma Coaches Inc)
Collateral Matters. The (a) Each of the Lenders authorizes and directs the Agent to enter into the Loan Documents relating to the Collateral for the benefit of itself and the Holders of Secured Obligations. Each of the Lenders agrees that any action taken by the Agent or the Requisite Lenders (or, where required by the express terms of this Agreement or any other Loan Document, a greater proportion of the Lenders) in accordance with the provisions of this Agreement or the other Loan Documents, and the exercise by the Agent or the Requisite Lenders (or, where so required, such greater proportion) of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Without limiting the generality of the foregoing, the Agent shall have received:
the sole and exclusive right and authority to (i) searches of Uniform Commercial Code filings act as the disbursing and collecting agent for the Lenders with respect to all payments and collections arising in connection with this Agreement and the jurisdiction of other Loan Documents relating to the chief executive office of each Credit Party and each jurisdiction where any Collateral is located Loans or where a filing would need to be made in order to perfect the Collateral Agent's security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens;
; (ii) duly executed UCC financing statements execute and deliver each Loan Document relating to the Collateral and accept delivery of each such agreement delivered by the Borrower or any of its Subsidiaries; (iii) act as collateral agent for each appropriate jurisdiction the Lenders for purposes of the perfection of all security interests and Liens created by such agreements and all other purposes stated therein, provided, however, the Agent hereby appoints, authorizes and directs the Lenders to act as collateral sub-agent for the Agent and the Lenders for purposes of the perfection of all security interests and Liens with respect to the Borrower's and the Borrower's Subsidiaries' respective deposit accounts maintained with, and cash and Cash Equivalents held by, such Lender; (iv) manage, supervise and otherwise deal with the Collateral in accordance with the terms of this Agreement and the other Loan Documents; (v) take such action as is necessarynecessary or desirable to maintain the perfection and priority of the security interests and Liens created or purported to be created by the Loan Documents; and (vi) except as may be otherwise specifically restricted by the terms of this Agreement or any other Loan Document, exercise all remedies given to the Agent or the Lenders with respect to the Collateral under the Loan Documents relating thereto, under applicable law or otherwise.
(b) The Holders of Secured Obligations hereby irrevocably authorize the Agent, at the option and in the discretion of the Agent, to release any Lien granted to or held by the Agent upon any Collateral (i) upon termination of the Commitments and payment and satisfaction of all Loans and all other Agreement Obligations which have matured and which the Agent has been notified in writing are then due and payable; or (ii) constituting property being sold or disposed of if Borrower certifies to the Agent that the sale or disposition is made in compliance with 81 88 Section 7.02 (and the Agent may rely conclusively on any such certificate, without further inquiry); or (iii) constituting property in which neither the Borrower nor any Subsidiary of the Borrower owned any interest at the time the Lien was granted or at any time thereafter; or (iv) if approved or consented to by the Requisite Lenders (or, where so required, all of the Lenders). Upon request by the Agent at any time, the Lenders will confirm in writing the Agent's authority to release particular types or items of Collateral pursuant to this Section 10.08(b).
(c) Without in any manner limiting the Agent's authority to act without any specific or further authorization or consent by the Requisite Lenders (as set forth in Section 10.08(b)), each Lender agrees to confirm in writing, upon request by Borrower, the authority to release Collateral conferred upon the Agent under clauses (i) through (iv) of Section 10.08(b). So long as no Event of Default is then continuing, upon receipt by the Agent of the net cash proceeds of any sale and transfer of Collateral which is expressly permitted pursuant to the terms of this Agreement, to the extent such proceeds are required to be paid to the Lenders, and upon at least five (5) Business Days' prior written request by Borrower, the Agent shall (and is hereby irrevocably authorized by the Holders of Secured Obligations to) execute such documents as may be necessary to evidence the release of the Liens granted to the Agent for the benefit of the Holders of Secured Obligations herein or pursuant hereto upon such Collateral; provided, that (i) the Agent shall not be required to execute any such document on terms which, in the Agent's sole discretionopinion, would expose the Agent to perfect liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Borrower in respect of) all interests retained by Borrower, including, without limitation, the proceeds of any sale, all of which shall continue to constitute part of the Collateral.
(d) The benefit of the Collateral Agent's security interest in Documents and of the Collateral;
(iii) searches provisions of ownership of intellectual property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Agent in order this Agreement relating to perfect the Collateral Agent's security interest shall extend to and be available in respect of any Obligations ("Related Obligations") which arise under any Eligible Hedging Contracts or which are otherwise owed to Persons entitled to indemnification pursuant to Section 11.04; provided that (i) the Collateral;
(iv) all instruments and chattel paper in Related Obligations shall be entitled to the possession benefit of the Credit Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Collateral Agent's security interest in the Collateral to the extent required and with the priority expressly set forth in this Agreement and the Collateral Documents, and to such extent the Agent shall hold, and have the right and power to act with respect to, the Collateral on behalf of and as agent for the holders of the Related Obligations; but the Agent is otherwise acting solely as agent for the Lenders and shall have no separate fiduciary duty, duty of loyalty, duty of care, duty of disclosure or other obligation whatsoever to any holder of Related Obligations; and (ii) all matters, acts and omissions relating in any manner to the Collateral, or the omission, creation, perfection, priority, abandonment or release of any Lien, shall be governed solely by the provisions of this Agreement and the Collateral Documents, and no separate Lien, right, power or remedy shall arise or exist in favor of any Holder of Secured Obligations under the Security Agreement and/or the Pledge Agreement;
any separate instrument or agreement or in respect of any Related Obligations; and (viii) duly executed consents as are necessaryeach Holder of Secured Obligations shall be bound by all actions taken or omitted, in accordance with the Agent's sole discretion, to perfect provisions of this Agreement and the Collateral Agent's security interest in Documents, by the Collateral; and
(vi) satisfactory evidence that (A) Agent and the Collateral AgentRequisite Lenders or, on behalf where expressly required, all of the Lenders, holds a perfected Lien on all Collateral each of whom shall be entitled to act at its sole discretion and (B) none of the Collateral is subject to any other Liens other than Permitted Liens.exclusively in its own
Appears in 1 contract
Collateral Matters. The Purchasers irrevocably agree that, from and after the execution and delivery of the Collateral Documents pursuant to Section 6.13, any Lien on any property granted to or held by the Collateral Agent under any Note Document for the benefit of the Secured Parties shall have received:
be automatically released (i) searches upon payment in full of Uniform Commercial Code filings all Obligations (it being understood and agreed that the conversion in full of a Note by the jurisdiction Holder thereof shall be deemed, for purposes of this Section 9.6, to be a repayment of the chief executive office entire outstanding principal amount (including all capitalized interest) of each Credit Party and each jurisdiction where such Note together with any unpaid accrued interest thereon on the date of such conversion), (ii) subject to Section 10.9, if the release of such Lien is approved, authorized or ratified in writing by the Purchasers or (iii) upon the sale, transfer or other disposition of any Collateral that is located or where a filing would need not prohibited by the Note Documents. Upon request by the Collateral Agent at any time from and after the execution and delivery of the Collateral Documents pursuant to be made Section 6.13, the Purchasers will confirm in order to perfect writing the Collateral Agent's ’s authority to release particular types or items of property. In each case as specified in this Section 9.7, the Collateral Agent will, from and after the execution and delivery of the Collateral Documents pursuant to Section 6.13, promptly (and each Purchaser irrevocably authorizes the Collateral Agent to), at the Company’s expense, execute and deliver to the Company such documents as the Company may reasonably request to evidence the release of such item of Collateral from the assignment and security interest in granted under the CollateralNote Documents. In connection with any such release, copies the Collateral Agent shall be entitled to a certificate of a Responsible Officer of the Company stating that such release is authorized and permitted by the Note Documents, upon which the Collateral Agent may conclusively rely. Each party to this Agreement acknowledges and agrees that the Agents shall not have an obligation to file financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens;
(ii) duly executed UCC statements, amendments to financing statements for each appropriate jurisdiction as is necessarystatements, in the Agent's sole discretionor continuation statements, or to perfect or maintain the perfection of the Collateral Agent's security interest in ’s Lien on the Collateral;
(iii) searches of ownership of intellectual property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Agent in order to perfect the Collateral Agent's security interest in the Collateral;
(iv) all instruments and chattel paper in the possession of the Credit Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Collateral Agent's security interest in the Collateral to the extent required under the Security Agreement and/or the Pledge Agreement;
(v) duly executed consents as are necessary, in the Agent's sole discretion, to perfect the Collateral Agent's security interest in the Collateral; and
(vi) satisfactory evidence that (A) the Collateral Agent, on behalf of the Lenders, holds a perfected Lien on all Collateral and (B) none of the Collateral is subject to any other Liens other than Permitted Liens.
Appears in 1 contract
Sources: Convertible Note Purchase Agreement (Power & Digital Infrastructure Acquisition Corp.)
Collateral Matters. (a) The Agent shall have receivedLenders and the L/C Issuer irrevocably authorize the Administrative Agent, at its option and in its discretion:
(i) searches of Uniform Commercial Code filings in the jurisdiction to release any Lien on any Collateral (i) upon termination of the chief executive office Aggregate Commitments and payment in full of each Credit Party all Obligations (other than contingent indemnification obligations) and each jurisdiction where any Collateral the expiration or termination of all Letters of Credit, (ii) that is located sold or where a filing would need to be made sold as part of or in order connection with any sale permitted hereunder or under any other Loan Document, or (iii) subject to perfect Section 11.01, if approved, authorized or ratified in writing by the Collateral Agent's security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens;Required Lenders; and
(ii) duly executed UCC financing statements for each appropriate jurisdiction as is necessary, in the Agent's sole discretion, to perfect the Collateral Agent's security interest in the Collateral;
(iii) searches of ownership of intellectual property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Agent in order to perfect the Collateral Agent's security interest in the Collateral;
(iv) all instruments and chattel paper in the possession of the Credit Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Collateral Agent's security interest in the subordinate any Lien on any Collateral to the extent required under the Security Agreement and/or the Pledge Agreement;holder of any Lien on such property that is permitted by Section 7.01(i).
(vb) duly executed consents as are necessaryIn the event of any Disposition of Collateral permitted pursuant to Section 7.05(c) or (d), in the Agent's sole discretionLenders, to perfect the Administrative Agent and the L/C Issuer agree that the Secured Parties’ Lien on such Collateral Agent's security interest in automatically shall be released. In such event, the Collateral; and
(vi) satisfactory evidence that (A) the Collateral Administrative Agent, on behalf of the LendersSecured Parties, holds a perfected shall be deemed to have released such Collateral from the Lien on all Collateral and (B) none of the Collateral is subject Documents, and the Administrative Agent shall, at Borrower’s request, within three (3) Business Days execute any documentation reasonably required to evidence such release. Upon request by the Administrative Agent at any other Liens other than Permitted Lienstime, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular Collateral pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such Collateral from the Lien of the Collateral Documents or to subordinate its interest in such item, in accordance with the terms of the Loan Documents and this Section 9.10.
Appears in 1 contract
Collateral Matters. (a) The Agent shall have received:
Lenders hereby irrevocably authorize the Agent, at its option and in its sole discretion, to release any Agent's Lien upon any Collateral (i) searches of Uniform Commercial Code filings in upon the jurisdiction termination of the chief executive office Commitments and payment and satisfaction in full by Borrower of each all Loans and reimbursement obligations in respect of Letters of Credit Party and each jurisdiction where Credit Support, and the termination of all outstanding Letters of Credit (whether or not any Collateral is located or where a filing would need to be made in order to perfect the Collateral Agent's security interest in the Collateral, copies of the financing statements on file in such jurisdictions obligations are due) and evidence that no Liens exist all other than Permitted Liens;
Obligations; (ii) duly executed UCC financing statements for each appropriate jurisdiction constituting property being sold or disposed of if the Borrower certifies to the Agent that the sale or disposition is made in compliance with Section 9.9 (and the Agent may rely ----------- conclusively on any such certificate, without further inquiry); (iii) constituting property in which the Borrower owned no interest at the time the Lien was granted or at any time thereafter; or (iv) constituting property leased to the Borrower under a lease which has expired or been terminated in a transaction permitted under this Agreement. Except as provided above, the Agent will not release any of the Agent's Liens without the prior written authorization of the Lenders; provided that the Agent may, in its discretion, -------- release the Agent's Liens on Collateral valued in the aggregate not in excess of $10,000,000 during any one year period without the prior written authorization of the Lenders. Upon request by the Agent or the Borrower at any time, the Lenders will confirm in writing the Agent's authority to release any Agent's Liens upon particular types or items of Collateral pursuant to this Section ------- 14.11. -----
(b) Upon receipt by the Agent of any authorization required pursuant to Section 14.11(a) from the Lenders of the Agent's authority to release any ---------------- Agent's Liens upon particular types or items of Collateral, and upon at least five (5) Business Days' prior written request by the Borrower, the Agent shall (and is necessaryhereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Agent's Liens upon such Collateral; provided, however, that (i) the Agent shall not be required to -------- ------- execute any such document on terms which, in the Agent's sole discretionopinion, would expose the Agent to perfect liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Borrower in respect of) all interests retained by the Borrower, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral.
(c) The Agent shall have no obligation whatsoever to any of the Lenders to assure that the Collateral exists or is owned by the Borrower or is cared for, protected or insured or has been encumbered, or that the Agent's security interest Liens have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral;
(iii) searches of ownership of intellectual property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by , or any act, omission or event related thereto, the Agent may act in order to perfect any manner it may deem appropriate, in its sole discretion given the Collateral Agent's security interest in the Collateral;
(iv) all instruments and chattel paper in the possession of the Credit Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Collateral Agent's security own interest in the Collateral to the extent required under the Security Agreement and/or the Pledge Agreement;
(v) duly executed consents in its capacity as are necessary, in the Agent's sole discretion, to perfect the Collateral Agent's security interest in the Collateral; and
(vi) satisfactory evidence that (A) the Collateral Agent, on behalf one of the Lenders, holds a perfected Lien on all Collateral Lenders and (B) none that the Agent shall have no other duty or liability whatsoever to any Lender as to any of the Collateral is subject to any other Liens other than Permitted Liensforegoing.
Appears in 1 contract
Sources: Loan and Security Agreement (Advanced Micro Devices Inc)
Collateral Matters. (a) The Lenders hereby irrevocably authorize the Collateral Agent shall have received:
to release any Lien upon any Collateral (i) searches upon the termination of Uniform Commercial Code filings the Commitments and payment and satisfaction in full of all Obligations (other than contingent obligations with respect to then unasserted claims), (ii) constituting property being sold, transferred or disposed of in a Permitted Disposition to a Person that is not a Loan Party, (iii) which constitutes property subject to the proviso in the jurisdiction definition of “Collateral” in the Security Agreement or subject to the proviso in SECTION 2.1 of the chief executive office Pledge Agreement, (iv) as provided in any Intercreditor Agreement, including the ABL Intercreditor Agreement with respect to Revolver Priority Collateral and (v) as to the Collateral of each Credit Party and each jurisdiction where any Facility Guarantor, upon its release from its Facility Guarantee (including as a result of designation as an Unrestricted Subsidiary). Except as provided above, the Collateral is located or where a filing would need to be made in order to perfect Agent will not release any of the Collateral Agent's security interest in ’s Liens without the Collateral, copies prior written authorization of the financing statements on file Applicable Lenders. Upon request by any Agent or any Loan Party at any time, the Lenders will confirm in such jurisdictions and evidence that no Liens exist other than Permitted Liens;
(ii) duly executed UCC financing statements for each appropriate jurisdiction as is necessary, in the Agent's sole discretion, to perfect writing the Collateral Agent's security interest in the Collateral;’s authority to release any Liens upon particular types or items of Collateral pursuant to this SECTION 8.16.
(iiib) searches of ownership of intellectual property in the appropriate governmental offices The Collateral Agent shall (and such patent/trademark/copyright filings as requested is hereby irrevocably authorized by the Agent in order to perfect the Collateral Agent's security interest in the Collateral;
(ivLenders to) all instruments and chattel paper in the possession of the Credit Parties, together with allonges or assignments execute such documents as may be necessary or appropriate to perfect evidence the release of the Liens upon any Collateral described in SECTION 8.16(a); provided, however, that (i) the Collateral Agent shall not be required to execute any such document on terms which, in its reasonable opinion, would, under Applicable Law, expose the Collateral Agent to liability or create any obligation or entail any adverse consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of any Loan Party in respect of) all interests retained by any Loan Party, including (without limitation) the proceeds of any sale, all of which shall continue to constitute part of the Collateral.
(c) Each Lender irrevocably authorizes each of the Administrative Agent and the Collateral Agent to (i) release any Guarantor from its obligations under a Facility Guarantee if such Person ceases to be a Restricted Subsidiary as a result of a transaction or designation permitted hereunder and (ii) upon the request of the Borrower and pursuant to documentation reasonably acceptable to the Administrative Agent and/or Collateral Agent's security interest , to subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted under clause (f), (h) or (t) of the definition of Permitted Encumbrances.
(d) The Secured Parties hereby irrevocably authorize the Administrative Agent, at the direction of the Required Lenders, to credit bid all or any portion of the Obligations (including by accepting some or all of the Collateral in satisfaction of some or all of the Obligations pursuant to a deed in lieu of foreclosure or otherwise) and in such manner purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral (a) at any sale thereof conducted under the provisions of the Bankruptcy Code, including under Sections 363, 1123 or 1129 of the Bankruptcy Code, or any similar laws in any other jurisdictions to which a Loan Party is subject, or (b) at any other sale, foreclosure or acceptance of collateral in lieu of debt conducted by (or with the consent or at the direction of) the Administrative Agent (whether by judicial action or otherwise) in accordance with any applicable law. In connection with any such credit bid and purchase, the Obligations owed to the Secured Parties shall be entitled to be, and shall be, credit bid by the Administrative Agent at the direction of the Required Lenders
on a ratable basis (with Obligations with respect to contingent or unliquidated claims receiving contingent interests in the Collateral acquired assets on a ratable basis that shall vest upon the liquidation of such claims in an amount proportional to the liquidated portion of the contingent claim amount used in allocating the contingent interests) for the asset or assets so purchased (or for the equity interests or debt instruments of the acquisition vehicle or vehicles that are issued in connection with such purchase). In connection with any such bid (i) the Administrative Agent shall be authorized to form one or more acquisition vehicles and to assign any successful credit bid to such acquisition vehicle or vehicles (ii) each of the Secured Parties’ ratable interests in the Obligations which were credit bid shall be deemed without any further action under this Agreement to be assigned to such vehicle or vehicles for the purpose of closing such sale, (iii) the Administrative shall be authorized to adopt documents providing for the governance of the acquisition vehicle or vehicles (provided that any actions by the Administrative Agent with respect to such acquisition vehicle or vehicles, including any disposition of the assets or equity interests thereof, shall be governed, directly or indirectly, by, and the governing documents shall provide for, control by the vote of the Required Lenders or their permitted assignees under the terms of this Agreement or the governing documents of the applicable acquisition vehicle or vehicles, as the case may be, irrespective of the termination of this Agreement and without giving effect to the limitations on actions by the Required Lenders contained in SECTION 9.02 of this Agreement), (iv) the Administrative Agent on behalf of such acquisition vehicle or vehicles shall be authorized to issue to each of the Secured Parties, ratably on account of the relevant Obligations which were credit bid, interests, whether as equity, partnership, limited partnership interests or membership interests, in any such acquisition vehicle and/or debt instruments issued by such acquisition vehicle, all without the need for any Secured Party or acquisition vehicle to take any further action, and (v) to the extent required under that Obligations that are assigned to an acquisition vehicle are not used to acquire Collateral for any reason (as a result of another bid being higher or better, because the Security Agreement amount of Obligations assigned to the acquisition vehicle exceeds the amount of Obligations credit bid by the acquisition vehicle or otherwise), such Obligations shall automatically be reassigned to the Secured Parties pro rata and the equity interests and/or debt instruments issued by any acquisition vehicle on account of such Obligations shall automatically be cancelled, without the Pledge Agreement;
(v) duly executed consents as are necessary, in need for any Secured Party or any acquisition vehicle to take any further action. Notwithstanding that the Agent's sole discretion, to perfect the Collateral Agent's security interest in the Collateral; and
(vi) satisfactory evidence that (A) the Collateral Agent, on behalf ratable portion of the LendersObligations of each Secured Party are deemed assigned to the acquisition vehicle or vehicles as set forth in clause (ii) above, holds a perfected Lien on all Collateral each Secured Party shall execute such documents and provide such information regarding the Secured Party (B) none and/or any designee of the Collateral is subject to Secured Party which will receive interests in or debt instruments issued by such acquisition vehicle) as the Administrative Agent may reasonably request in connection with the formation of any other Liens other than Permitted Liensacquisition vehicle, the formulation or submission of any credit bid or the consummation of the transactions contemplated by such credit bid.
Appears in 1 contract
Collateral Matters. The Lenders and the Agents irrevocably agree that any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent and the Guarantees provided by the Loan Parties under any Loan Document shall have receivedbe automatically terminated and released (i) upon payment in full of all Obligations (other than (x) Hedging Obligations not yet due and payable, (y) obligations under Treasury Services Agreements not yet due and payable and (z) contingent indemnification obligations not yet accrued and payable), (ii) at the time the property subject to such Lien is transferred or to be transferred as part of or in connection with any transfer permitted hereunder or under any other Loan Document (and the Administrative Agent or Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Party upon its reasonable request without further inquiry) to any person other than a Loan Party, (iii) subject to Section 10.02, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders, or (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to Section 7.09. The Agents shall, upon the request of the Borrower, and is hereby irrevocably authorized by the Lenders to:
(i) searches release or subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of Uniform Commercial Code filings in any Lien on such property that is permitted by Section 6.02(r), to the jurisdiction extent required by the terms of the chief executive office of each Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Collateral Agent's security interest in the Collateral, copies of the financing statements on file in obligations secured by such jurisdictions and evidence that no Liens exist other than Permitted Liens;
(ii) duly executed UCC financing statements for each appropriate jurisdiction as is necessaryconsent to and enter into (and execute documents permitting the filing and recording, where appropriate) (x) the grant of easements and covenants, conditions, restrictions and declarations and (y) subordination, non-disturbance and attornment agreements, in each case in favor of the Agent's sole discretionultimate purchasers, to perfect or tenants under leases or subleases of any portion of the Collateral Agent's security interest Project (including the CUP Land Lease), as applicable, in connection with the Collateraltransactions contemplated by Section 6.06 (f), (l), (n), (o), (p) and (q);
(iii) searches of ownership of intellectual property in subordinate any Mortgage to any reciprocal easement agreements, covenants, conditions and restrictions and other similar rights reasonably acceptable to the appropriate governmental offices and such patent/trademark/copyright filings as Administrative Agent which are requested by the Agent in order Loan Parties pursuant to perfect the Collateral Agent's security interest in the Collateral;transactions contemplated by Sections 6.06(l), (n), (o), (p) and (q); and
(iv) all instruments and chattel paper in the possession of the Credit Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Collateral Agent's security interest in the Collateral respect to the extent required under the Security Agreement and/or the Pledge Agreement;
(v) duly executed consents as are necessarytransactions contemplated by Section 6.06(n), in the Agent's sole discretion, to perfect the Collateral Agent's security interest in the Collateral; and
(vi) satisfactory evidence that (A) enter into an intercreditor agreement with the Collateral applicable Loan Party, the CUP Holder and the agent or trustee for the persons providing financing for the CUP Holder (the “CUP Holder Agent”), on behalf providing for (1) intercreditor provisions in respect of the Lenders, holds a perfected applicable Loan Party’s second Lien on substantially all Collateral of the assets of the CUP Holder and (2) an acknowledgement by the CUP Holder Agent of such Loan Party’s rights, if any, to control construction of the CUP and (B) none one or more consents to assignment with the applicable Loan Party, the CUP Holder and/or the CUP Holder Agent, in each case, providing for (1) the CUP Holder’s consent to the collateral assignment of the Energy Services Agreement by the applicable Loan Party to the Collateral is subject Agent and (2) the applicable Loan Party’s and Collateral Agent’s consent to the collateral assignment of the Energy Services Agreement by the CUP Holder to the CUP Holder Agent. In each case as specified in this Section 9.10, the Administrative Agent will (and each Lender irrevocably authorizes the Administrative Agent to), at Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the security interest granted under the Security Documents or any other Liens other than Permitted Lienssuch consents or subordination agreements or intercreditor agreements to effectuate the matters referenced above, in each case in accordance with the terms of the Loan Documents, Section 7.09 and this Section 9.10.
Appears in 1 contract
Collateral Matters. (a) The Lenders hereby irrevocably authorize Agent to release any Lien on any Collateral (i) upon the termination of the Commitments, the payment and satisfaction in full by Borrower of all non-contingent Obligations, and the satisfaction of all obligations of the Lender Group under outstanding Letters of Credit pursuant to Section 2.2(e) and upon such termination and payment Agent shall deliver to Borrower, at Borrower's sole cost and expense, all UCC termination statements and any other documents necessary to terminate the Loan Documents and release the Liens with respect to the Collateral; (ii) which is the subject of an Asset Sale permitted by Section 7.4 or is a disposition of an asset which does not constitute an Asset Sale and if Borrower so certifies such facts to Agent (and Agent may rely conclusively on any such certificate, without further inquiry); (iii) constituting property in which Borrower owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to Borrower under a lease that has expired or been terminated in a transaction permitted under this Agreement; (v) constituting a parcel of non-Core Real Property Collateral, with a book value of less than $250,000, if such parcel is located in an SFHA, upon the exercise of the Agent's discretion, or at the request of any Lender to comply with applicable regulatory requirements; or (vi) upon the exercise of the Agent's discretion, but the aggregate book value of all such Collateral released under this clause (v) shall not exceed $5,000,000. Except as provided above, Agent will not release any Lien on any Collateral without the prior written authorization of the Lenders. Upon request by Agent or Borrower at any time, the Lenders will confirm in writing Agent's authority to release any such Liens on particular types or items of Collateral pursuant to this Section 17.11; provided, however, that (y) Agent shall not be required to execute any document necessary to evidence such release on terms that, in Agent's opinion, would expose Agent to liability or create any obligation or entail any consequence other than the release of such Lien without recourse, representation, or warranty, and (z) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon, or obligations of Borrower in respect of, all interests retained by Borrower, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral.
(b) Agent shall have received:
(i) searches of Uniform Commercial Code filings in the jurisdiction no obligation whatsoever to any of the chief executive office of each Credit Party and each jurisdiction where any Collateral is located or where a filing would need Lenders to be made in order to perfect assure that the Collateral Agent's security interest exists or is owned by Borrower, is cared for, protected, or insured or has been encumbered, or that the Liens of the Agent (for the benefit of the Lender Group) have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure, or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, copies of or any act, omission or event related thereto, subject to the financing statements on file terms and conditions contained herein, Agent may act in such jurisdictions and evidence that no Liens exist other than Permitted Liens;
(ii) duly executed UCC financing statements for each appropriate jurisdiction as is necessaryany manner it may deem commercially reasonable, in the its sole discretion given Agent's sole discretion, to perfect the Collateral Agent's security interest in the Collateral;
(iii) searches of ownership of intellectual property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Agent in order to perfect the Collateral Agent's security interest in the Collateral;
(iv) all instruments and chattel paper in the possession of the Credit Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Collateral Agent's security own interest in the Collateral in its capacity as one of the Lenders and that Agent shall have no other duty or liability whatsoever to any Lender as to any of the foregoing, except as otherwise provided herein.
(c) Agent shall exercise all rights and remedies afforded the Lender Group hereunder with respect to the extent required under Collateral, with the Security Agreement and/or the Pledge Agreement;
(v) duly executed consents as are necessary, in the Agent's sole discretion, to perfect the Collateral Agent's security interest in the Collateral; and
(vi) satisfactory evidence that (A) the Collateral Agent, on behalf advice and assistance of the Lenders. Agent may in its own name or through the formation of one or more business entities Schedule 1, holds Pg. 91 98 ("Nominee"), own or manage any Collateral acquired as a perfected Lien on all Collateral result of "bidding in" at a foreclosure sale or similar disposition or obtained through a deed in lieu or the like ("Post-Foreclosure Property"). Agent shall manage any such Nominee, and (B) none manage and dispose of any such Post-Foreclosure Property with a view towards the realization of the economic benefits of the ownership of the same, and in such regard the Agent or such Nominee may operate, repair, manage, maintain, develop, and dispose of any such Post-Foreclosure Collateral as the Agent determines is subject appropriate under the circumstances. Agent, and any such Nominee, with respect to the conduct of such liquidation and management of such Post-Foreclosure Collateral shall have all of the rights, powers, privileges, discretions, and immunities granted to the Agent hereunder. Each Lender shall execute all such instruments and documents as the Agent or such Nominee may request with respect to the creation and governance of any other Liens other than Permitted LiensNominee, the exercise of the Lender Group's rights and remedies, and the disposition of any Post-Foreclosure Collateral.
Appears in 1 contract
Sources: Loan and Security Agreement (Vermont Transit Co Inc)
Collateral Matters. (a) The Agent shall have received:
(i) searches of Uniform Commercial Code filings in the jurisdiction of the chief executive office of each Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect Lenders hereby irrevocably authorize the Collateral Agent's security interest , at its option and in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens;
(ii) duly executed UCC financing statements for each appropriate jurisdiction as is necessary, in the Agent's its sole discretion, to perfect release any Lien upon any Collateral and to terminate any guarantee (i) upon the termination of the Commitments and payment and satisfaction in full of all Loans and reimbursement obligations in respect of Letters of Credit, and the termination of all outstanding Letters of Credit (whether or not any of such obligations are due) and all other Obligations (other than contingent indemnification and expense reimbursement obligations for which no claim has been made); (ii) constituting property being sold or disposed of if the Loan Party disposing of such property certifies to the Collateral Agent that the sale or disposition is made in compliance with Section 6.03 (and the Collateral Agent may rely conclusively on any such certification without further inquiry); (iii) constituting property in which no Loan Party owned any interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to a Loan Party under a lease which has expired or been terminated in a transaction permitted under this Agreement; or (v) pursuant to Section 8.10(b) below. Except as provided above, the Collateral Agent will not release any of its Liens without the prior written authorization of the Lenders (as required by Section 9.03); provided that the Collateral Agent may, in its discretion, release the Collateral Agent's security interest ’s Liens on Collateral valued in the Collateral;aggregate not in excess of $1,000,000 during each Fiscal Year without the prior written authorization of any Lender. Upon request by the Collateral Agent or the Borrowers at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release any Collateral Agent’s Liens upon particular types or items of Collateral pursuant to this Section 8.10.
(iiib) searches In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of ownership all or any portion of intellectual property any of the Capital Stock or assets of a Loan Party to a person that is not (and is not required to become) a Loan Party in a transaction not prohibited by Section 6.03, the appropriate governmental offices Collateral Agent shall promptly (and the Lenders hereby authorize the Collateral Agent to) take such patent/trademark/copyright filings action and execute any such documents as may be reasonably requested by the Administrative Borrower and at the Administrative Borrower’s expense to release, share or subordinate any Liens created by any Loan Document in respect of such assets or Capital Stock, and, in the case of a disposition of the Capital Stock of any Subsidiary that is a Loan Party in a transaction not prohibited by Section 6.03 and as a result of which such Subsidiary would cease to be a Loan Party, thus terminating such Subsidiary’s Guaranty obligation under the Guarantee and Collateral Agreement; provided, however, that (i) the Collateral Agent shall not be required to execute any such document on terms which, in order to perfect the Collateral Agent's security interest ’s reasonable opinion, would expose the Collateral Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Borrowers in respect of) all interests retained by the Borrowers, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral;
. In addition, the Collateral Agent agrees to take such actions as are reasonably requested by the Administrative Borrower and at the Administrative Borrower’s expense to terminate the Liens and security interests created by the Loan Documents when all the Obligations (ivother than in respect of contingent indemnification and expense reimbursement obligations for which no claim has been made) are paid in full and all instruments Letters of Credit and chattel paper Commitments are terminated, and upon receipt by the Administrative Agent, for the benefit of Agents and Lenders, of liability releases from the Loan Parties in form and substance satisfactory to the possession Administrative Agent. Any representation, warranty or covenant contained in any Loan Document relating to any such Capital Stock, asset or Subsidiary of the Credit PartiesAdministrative Borrower shall no longer be deemed to be made once such Capital Stock or asset is so conveyed, together sold, leased, assigned, transferred or disposed of. Upon any release or termination in connection with allonges or assignments the foregoing, the Collateral Agent shall (and is hereby authorized by the Lenders to) execute such documents as may be necessary or appropriate reasonably requested by the Administrative Borrower to perfect evidence the release of the Collateral Agent's security ’s Liens upon such Collateral all without recourse or warranty. Notwithstanding the foregoing or the payment in full of the Obligations, Collateral Agent shall not be required to terminate its Liens in the Collateral unless, with respect to any loss or damage Agents may incur as a result of dishonored checks or other items of payment received by Agents from any Borrower or any Account Debtor and applied to the Obligations, Agents shall, at their option, (i) have received a written agreement satisfactory to Agents, executed by Administrative Borrower and by any Person whose loans or other advances to Borrowers are used in whole or in part to satisfy the Obligations, indemnifying the Agents and each Lender from any such loss or damage or (ii) have retained cash Collateral or other Collateral for such period of time as the Agents, in their reasonable discretion, may deem necessary to protect the Agent and each Lender from any such loss or damage.
(c) In the event of a foreclosure by Collateral Agent on any of the Collateral pursuant to a public or private sale or any sale of the any of the Collateral in connection with an insolvency proceeding, Collateral Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Collateral Agent, as agent for and representative of Secured Parties (but not any Lender or Lenders in its or their respective individual capacities unless Required 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 sale, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by Collateral Agent at such sale.
(d) The Collateral Agent shall have no obligation whatsoever to any of the Lenders to assure that the Collateral exists or is owned by any Loan Party or is cared for, protected, or insured or has been encumbered, or that the Collateral Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure, or fidelity, or to continue exercising, any of the rights, authorities, and powers granted or available to the Collateral Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral to the extent required under the Security Agreement and/or the Pledge Agreement;
(v) duly executed consents and its capacity as are necessary, in the Agent's sole discretion, to perfect the Collateral Agent's security interest in the Collateral; and
(vi) satisfactory evidence that (A) the Collateral Agent, on behalf one of the Lenders, holds a perfected Lien on all and that the Collateral and (B) none Agent shall have no other duty or liability whatsoever to any Lender as to any of the Collateral is subject to any other Liens other than Permitted Liensforegoing.
Appears in 1 contract
Collateral Matters. (a) The Agent shall have received:is authorized on behalf of all the Banks, without the necessity of any notice to or further consent from the Banks, from time to time to take any action with respect to any Collateral or the Collateral Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to the Collateral Documents.
(b) The Banks irrevocably authorize the Agent, at its option and in its discretion, to release any Lien granted to or held by the Agent upon any Collateral (i) searches of Uniform Commercial Code filings in the jurisdiction upon termination of the chief executive office Commitments and payment in full of each Credit Party all Loans and each jurisdiction where all other Secured Obligations known to the Agent and payable under this Agreement or any Collateral is located other Loan Document or where a filing would need to be made in order to perfect the Collateral Agent's security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens;
Swap Contracts; (ii) duly executed UCC financing statements for each appropriate jurisdiction constituting property sold or to be sold or disposed of as is necessary, part of or in the Agent's sole discretion, to perfect the Collateral Agent's security interest in the Collateral;
connection with any disposition permitted hereunder; (iii) searches of ownership of intellectual constituting property in which the appropriate governmental offices and such patent/trademark/copyright filings Company or any Subsidiary owned no interest at the time the Lien was granted or at any time thereafter; (iv) consisting of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness evidenced thereby has been paid in full; or (v) if approved, authorized or ratified in writing by the Required Banks or all the Banks, as requested the case may be, as provided in subsection 12.1(vii). Upon request by the Agent at any time, the Banks will confirm in order writing the Agent’s authority to perfect release particular types or items of Collateral pursuant to this subsection 11.11(b), provided that the Collateral absence of any such confirmation for whatever reason shall not affect the Agent's security interest in the Collateral;’s rights under this Section 11.11.
(ivc) all instruments Each Bank agrees with and chattel paper in favor of each other (which agreement shall not be for the possession benefit of the Credit Parties, together with allonges Company or assignments as may any Subsidiary) that the Company’s obligation to such Bank under this Agreement and the other Loan Documents is not and shall not be necessary secured by any real property collateral now or appropriate to perfect hereafter acquired by the Collateral Agent's security interest in the Collateral to the extent required under the Security Agreement and/or the Pledge Agreement;
(v) duly executed consents as are necessary, in the Agent's sole discretion, to perfect the Collateral Agent's security interest in the Collateral; and
(vi) satisfactory evidence that (A) the Collateral Agent, on behalf of the Lenders, holds a perfected Lien on all Collateral and (B) none of the Collateral is subject to any other Liens other than Permitted LiensCompany.
Appears in 1 contract
Collateral Matters. The (a) Each Lender hereby irrevocably authorizes and directs Agent to enter into the Collateral Documents for the benefit of such Lender and to act as the agent of such Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as such “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall have received:be entitled to the benefits of all provisions of this Article IX and Article X (including Section 10.04, as though such co-agents, sub-agents and attorneys-in-fact were such “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto.. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 10.01, any action taken by the Required Lenders, in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of Lenders. Agent is hereby authorized (but not obligated) on behalf of all of Lenders, without the necessity of any notice to or further consent from any Lender from time to time prior to, an Event of Default, to take any action with respect to any Collateral or Collateral Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to the Collateral Documents.
(b) Each Lender hereby irrevocably authorize Agent, at its option and in its discretion,
(i) searches of Uniform Commercial Code filings in the jurisdiction to release any Lien on any property granted to or held by Agent under any Loan Document (A) upon termination of the chief executive office Aggregate Commitments and payment in full of each Credit Party and each jurisdiction where any Collateral all Obligations (other than contingent indemnification obligations), (B) that is located sold or where a filing would need to be made sold as part of or in order connection with any sale permitted hereunder or under any other Loan Document, (C) as permitted or required hereunder or under any other Loan Document (including, without limitation, as contemplated by Section 6.14), (D) subject to perfect Section 10.01, if approved, authorized or ratified in writing by the Required Lenders, or (E) in connection with any foreclosure sale or other disposition of Collateral Agent's security interest in after the Collateral, copies occurrence of an Event of Default to which the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens;Required Lenders consent; and
(ii) duly executed UCC financing statements for to subordinate any Lien on any property granted to or held by Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan Document. Upon request by Agent at any time, each appropriate jurisdiction as is necessary, Lender will confirm in the writing Agent's sole discretion, ’s authority to perfect the Collateral Agent's security release or subordinate its interest in the Collateral;particular types or items of Collateral pursuant to this Section 9.10.
(iiic) searches of ownership of intellectual property in the appropriate governmental offices Subject to (b) above, Agent shall (and is hereby irrevocably authorized by each Lender to) execute such patent/trademark/copyright filings as requested by the Agent in order to perfect the Collateral Agent's security interest in the Collateral;
(iv) all instruments and chattel paper in the possession of the Credit Parties, together with allonges or assignments documents as may be necessary to evidence the release or appropriate subordination of the Liens granted to perfect Agent for the benefit of Agent and Lenders herein or pursuant hereto upon the applicable Collateral; provided that (i) Agent shall not be required to execute any such document on terms which, in Agent’s opinion, would expose Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Borrower in respect of) all interests retained by Borrower, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Agent shall be authorized to deduct all expenses reasonably incurred by Agent from the proceeds of any such sale, transfer or foreclosure.
(d) Agent shall have no obligation whatsoever to any Lender or any other Person to assure that the Collateral exists or is owned by Borrower or is cared for, protected or insured or that the Liens granted to Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Agent in this Section 9.10 or in any of the Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Agent may act in any manner it may deem appropriate, in its sole discretion, given Agent's security ’s own interest in the Collateral as one of the Lenders and that Agent shall have no duty or liability whatsoever to the extent required under the Security Agreement and/or the Pledge Agreement;Lenders.
(ve) duly executed consents Each Lender hereby appoints each other Lender as are necessary, in agent for the Agent's sole discretion, to perfect the Collateral Agent's purpose of perfecting Lenders’ security interest in the Collateral; and
(vi) satisfactory evidence that (A) the Collateral Agentassets which, on behalf in accordance with Article 9 of the Lenders, holds a UCC can be perfected Lien on all Collateral and only by possession. Should any Lender (B) none of the Collateral is subject to any other Liens other than Permitted LiensAgent) obtain possession of any such Collateral, such Lender shall notify Agent thereof, and, promptly upon Agent’s request therefor shall deliver such Collateral to Agent or in accordance with Agent’s instructions.
Appears in 1 contract
Collateral Matters. (a) The Lenders (and each other Secured Party by their acceptance of the benefits of the Loan Documents shall be deemed to) hereby irrevocably authorize the Collateral Agent (and if applicable, any subagent appointed by the Collateral Agent under Section 13.2 or otherwise) to release its Liens on the Collateral, and the Collateral Agent’s Liens upon any Collateral shall have received:
be automatically released (i) searches of Uniform Commercial Code filings in the jurisdiction upon Full Payment of the chief executive office Obligations; (ii) upon a disposition of each Credit Party and each jurisdiction where Collateral permitted by Section 8.8 to a Person that is not an Obligor; (iii) if any such Collateral constitutes property in which the Obligors owned no interest at the time the Lien was granted or at any time thereafter; (iv) if any such Collateral constitutes property leased to an Obligor under a lease which has expired or been terminated in a transaction permitted under this Agreement; (v) to the extent the property constituting such Collateral is located owned by any Guarantor, upon the release of such Guarantor from its obligations under the Guarantee Agreement (in accordance with the second succeeding sentence and the Guarantee Agreement); (vi) as required by the Collateral Agent to effect any sale, transfer or where a filing would need other Disposition of Collateral in connection with any exercise of remedies of the Collateral Agent pursuant to be made in order the Security Documents, and (vii) to perfect the extent such Collateral otherwise becomes an Excluded Stock or an Excluded Asset. Except as provided above, the Collateral Agent will not release any of the Collateral Agent's security interest ’s Liens without the prior written authorization of the Required Lenders (or such other percentage of Lenders whose consent is required in accordance with Section 12.1); provided that, in addition to the foregoing, the Collateral Agent may, in its discretion, release such Collateral Agent’s Liens on Collateral valued in the Collateralaggregate not in excess of $500,000 during each Fiscal Year without the prior written authorization of any Lender, copies of so long as all proceeds received in connection with such release are applied to the financing statements Obligations in accordance with Section 4.6. Upon request by the Collateral Agent or the Borrower at any time, subject to the Borrower having certified to the Collateral Agent that the disposition is made in compliance with Section 8.8 (which the Collateral Agent may rely conclusively on file any such certificate, without further inquiry), the Lenders will confirm in such jurisdictions and evidence that no Liens exist other than Permitted Liens;
(ii) duly executed UCC financing statements for each appropriate jurisdiction as is necessary, in the Agent's sole discretion, to perfect writing the Collateral Agent's security ’s authority to release any applicable Collateral Agent’s Liens upon particular types or items of Collateral pursuant to this Section 13.10. In addition, the Lenders (and each other Secured Party by their acceptance of the benefits of the Loan Documents shall be deemed to) hereby irrevocably authorize (w) the Collateral Agent to subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 8.12(c) or (q) (as to Current Asset Collateral only), (x) the Agent to release automatically any Guarantor from its obligations under the Guarantee Agreement if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted under this Agreement or such Person otherwise becomes an Excluded Subsidiary, in each case, solely to the extent such Subsidiary ceasing to constitute a Restricted Subsidiary or otherwise becoming an Excluded Subsidiary is not prohibited by this Agreement and (y) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, then, to the extent that the Collateral Agent obtains possession of any Collateral by operation of Section 13.12 of this Agreement that constitutes Collateral that Obligors are not required to deliver to Collateral Agent at such time pursuant to the terms hereof, the Security Documents or any other contractual arrangement with any Obligor, following the written request by ▇▇▇▇▇▇▇▇, Collateral Agent shall (to the extent not prohibited by applicable law or legal process) deliver such Collateral in accordance with the terms of the ABL Intercreditor Agreement or, if the ABL Intercreditor Agreement is not then in effect, to the applicable Obligor. Upon request by any Appointed Agent at any time, the Required Lenders will confirm in writing such Appointed Agent’s authority to release or subordinate its interest in the Collateral;particular types or items of property, or to release any Guarantor from its obligations pursuant to this Section 13.10(a).
(iiib) searches Upon receipt by any Appointed Agent of ownership any authorization required pursuant to Section 13.10(a) from the Lenders of intellectual property in such Appointed Agent’s authority to release or subordinate the appropriate governmental offices applicable Collateral Agent’s Liens upon particular types or items of Collateral, or to release any Guarantor from its obligations under the Guarantee Agreement, and such patent/trademark/copyright filings as requested upon at least three (3) Business Days’ prior written request by the Borrower, such Appointed Agent in order to perfect shall (and is hereby irrevocably authorized by the Collateral Agent's security interest in Lenders and the Collateral;
(ivother Secured Parties to) all instruments and chattel paper in the possession of the Credit Parties, together with allonges or assignments execute such documents as may be necessary to evidence the release of such Collateral Agent’s Liens upon such Collateral or appropriate to perfect subordinate its interest therein, or to release such Guarantor from its obligations under the Guarantee Agreement; provided, however, that (i) such Appointed Agent shall not be required to execute any such document on terms which, in such Appointed Agent’s opinion, would expose such Appointed Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Obligors in respect of) all interests retained by the Obligors, including the proceeds of any sale, all of which shall continue to constitute part of such Collateral.
(c) The Collateral Agent shall have no obligation whatsoever to any of the Lenders to assure that the Collateral exists or is owned by the Obligors or is cared for, protected or insured or has been encumbered, or that the applicable Collateral Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Collateral Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent's security ’s own interest in the Collateral to in its capacity as one of the extent required under the Security Agreement and/or the Pledge Agreement;
(v) duly executed consents as are necessary, in the Agent's sole discretion, to perfect Lenders and that the Collateral Agent's security interest in the Collateral; and
(vi) satisfactory evidence that (A) the Collateral Agent, on behalf Agent shall have no other duty or liability whatsoever to any Lender as to any of the Lenders, holds a perfected Lien on all Collateral and (B) none of the Collateral is subject to any other Liens other than Permitted Liensforegoing.
Appears in 1 contract
Collateral Matters. (a) The Lenders hereby irrevocably authorize the Agent, at its option and in its sole discretion, to release any Agent’s Lien upon any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full by Borrower of all Loans and all other Obligations; (ii) constituting property being sold or disposed of if the Borrower certifies to the Agent that the sale or disposition is made in compliance with Section 9.99.5 (and the Agent may rely conclusively on any such certificate, without further inquiry); (iii) constituting property in which the Borrower owned no interest at the time the Lien was granted or at any time thereafter; or (iv) constituting property leased to the Borrower under a lease which has expired or been terminated in a transaction permitted under this Agreement. Except as provided above, the Agent will not release any of the Agent’s Liens without the prior written authorization of the Lenders; provided that the Agent may, in its discretion, release the Agent’s Liens on Collateral valued in the aggregate not in excess of $1,000,000 during any one year period without the prior written authorization of the Lenders. Upon request by the Agent or the Borrower at any time, the Lenders will confirm in writing the Agent’s authority to release any Agent’s Liens upon particular types or items of Collateral pursuant to this Section 14.12.
(b) Upon receipt by the Agent of any authorization required pursuant to Section 14.12(a) from the Lenders of the Agent’s authority to release any Agent’s Liens upon particular types or items of Collateral, and upon at least five (5) Business Days prior written request by the Borrower, the Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Agent’s Liens upon such Collateral; provided, however, that (i) the Agent shall not be required to execute any such document on terms which, in the Agent’s opinion, would expose the Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Borrower in respect of) all interests retained by the Borrower, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral.
(c) The Agent shall have received:
(i) searches of Uniform Commercial Code filings in the jurisdiction no obligation whatsoever to any of the chief executive office of each Credit Party and each jurisdiction where any Collateral is located or where a filing would need Lenders to be made in order to perfect assure that the Collateral exists or is owned by the Borrower or is cared for, protected or insured or has been encumbered, or that the Agent's security interest ’s Liens have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, copies of or any act, omission or event related thereto, the financing statements on file Agent may act in such jurisdictions and evidence that no Liens exist other than Permitted Liens;
(ii) duly executed UCC financing statements for each appropriate jurisdiction as is necessaryany manner it may deem appropriate, in its sole discretion given the Agent's sole discretion, to perfect the Collateral Agent's security interest in the Collateral;
(iii) searches of ownership of intellectual property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Agent in order to perfect the Collateral Agent's security interest in the Collateral;
(iv) all instruments and chattel paper in the possession of the Credit Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Collateral Agent's security ’s own interest in the Collateral to the extent required under the Security Agreement and/or the Pledge Agreement;
(v) duly executed consents in its capacity as are necessary, in the Agent's sole discretion, to perfect the Collateral Agent's security interest in the Collateral; and
(vi) satisfactory evidence that (A) the Collateral Agent, on behalf one of the Lenders, holds a perfected Lien on all Collateral Lenders and (B) none that the Agent shall have no other duty or liability whatsoever to any Lender as to any of the Collateral is subject to any other Liens other than Permitted Liensforegoing.
Appears in 1 contract
Collateral Matters. The (a) the Collateral Agent shall have received:
been granted on the date hereof perfected Liens on the Collateral pledged by each New Cheniere Party (isubject only to Permitted Liens) searches of Uniform Commercial Code filings and shall have received such other documents as the Lenders shall reasonably request and which are customarily delivered in the jurisdiction connection with security interests in assets of the chief executive office of each Credit Party and each jurisdiction where any type subject to the Lien on such Collateral is located or where a filing would need purported to be made in order to perfect the Collateral Agent's security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens;
(ii) duly executed UCC financing statements for each appropriate jurisdiction as is necessary, in the Agent's sole discretion, to perfect the Collateral Agent's security interest in the Collateral;
(iii) searches of ownership of intellectual property in the appropriate governmental offices and such patent/trademark/copyright filings as requested created by the Agent in order Security Documents, and (b) the Global Intercompany Note shall have been duly and validly pledged to perfect the Collateral Agent's security interest in the Collateral;
(iv) all instruments and chattel paper in the possession of the Credit Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Collateral Agent's security interest in the Collateral to the extent required under the Security Agreement and/or the Pledge Agreement;
(v) duly executed consents as are necessary, in the Agent's sole discretion, to perfect the Collateral Agent's security interest in the Collateral; and
(vi) satisfactory evidence that (A) the Collateral Agent, on behalf for the ratable benefit of the LendersSecured Parties, holds a perfected Lien on all Collateral under the applicable Security Documents, and (B) none the Global Intercompany Note accompanied by an instrument of transfer endorsed in blank, shall be in the actual possession of the Collateral is subject Agent. Notwithstanding anything to the contrary in this Amendment, each Lender by delivering its signature page to this Amendment hereby authorizes and directs the Agents to execute and deliver this Amendment and the other documents contemplated hereby (including, without limitation, the Amended and Restated Uncertificated Securities Control Agreement in the form of Annex VII hereto) and shall be deemed to have acknowledged receipt of and consented to and approved the Amendment and each other document required hereunder to be approved by any other Liens other than Permitted LiensAgent or any Lender, as applicable, on the date such Lender delivers its signature to this Amendment and each of the Agents shall be entitled to rely on such confirmation.
Appears in 1 contract
Collateral Matters. (a) The Agent shall have received:is authorized on behalf of all the Lenders, without the necessity of any notice to or further consent from the Lenders, from time to time to take any action with respect to any Collateral or the Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Collateral Documents.
(b) The Lenders irrevocably authorize the Agent, at its option and in its discretion, to release any Lien granted to or held by the Agent upon any Collateral (i) searches of Uniform Commercial Code filings in the jurisdiction upon termination of the chief executive office Commitments and payment in full of each Credit Party all Loans and each jurisdiction where all other Obligations known to the Agent and payable under this Agreement or any Collateral is located or where a filing would need to be made in order to perfect the Collateral Agent's security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens;
Loan Document; (ii) duly executed UCC financing statements for each appropriate jurisdiction constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted hereunder; (iii) constituting property in which the Company or any Subsidiary owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to the Company or any Subsidiary under a lease which has expired or been terminated in a transaction permitted under this Agreement or is necessaryabout to expire and which has not been, and is not intended by the Company or such Subsidiary to be, renewed or extended; (v) consisting of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness evidenced thereby has been paid in full; or (vi) if approved, authorized or ratified in writing by the Majority Lenders or all the Lenders, as the case may be, as provided in subsection 11.01(f). Upon request by the Agent at any time, the 102 111 Lenders will confirm in writing the Agent's sole discretionauthority to release particular types or items of Collateral pursuant to this subsection 10.11(b), to perfect provided that the Collateral Agent's security interest in the Collateral;
(iii) searches absence of ownership of intellectual property in the appropriate governmental offices and any such patent/trademark/copyright filings as requested by the Agent in order to perfect the Collateral Agent's security interest in the Collateral;
(iv) all instruments and chattel paper in the possession of the Credit Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Collateral Agent's security interest in the Collateral to the extent required under the Security Agreement and/or the Pledge Agreement;
(v) duly executed consents as are necessary, in confirmation for whatever reason shall not affect the Agent's sole discretion, to perfect the Collateral Agent's security interest in the Collateral; andrights under this Section 10.11.
(vic) satisfactory evidence that Each Lender agrees with and in favor of each other (A) which agreement shall not be for the Collateral Agent, on behalf benefit of the Lenders, holds a perfected Lien on all Collateral Company or any Subsidiary) that the Company's obligation to such Lender under this Agreement and (B) none of the Collateral other Loan Documents is subject to not and shall not be secured by any other Liens other than Permitted Liensreal property collateral now or hereafter acquired by such Lender.
Appears in 1 contract
Collateral Matters. The Agent shall have received:
Lenders hereby irrevocably authorize the Agent, at its option and in its sole discretion, to release any Agent's Lien upon any Collateral (i) searches of Uniform Commercial Code filings in upon the jurisdiction termination of the chief executive office Commitments and payment and satisfaction in full by the Borrower of each all Loans and reimbursement obligations in respect of Letters of Credit Party and each jurisdiction where Credit Support, and, subject to Section 2.4(j), the termination of all outstanding Letters of Credit (whether or not any Collateral is located or where a filing would need to be made in order to perfect the Collateral Agent's security interest in the Collateral, copies of the financing statements on file in such jurisdictions obligations are due) and evidence that no Liens exist all other than Permitted Liens;
outstanding monetary Obligations; (ii) duly executed UCC financing statements for each appropriate jurisdiction constituting property being sold or disposed of if the Borrower certifies to the Agent that the sale or disposition is made in compliance with Section 9.9 (and the Agent may rely conclusively on any such certificate, without further inquiry); (iii) constituting property in which neither the Borrower nor any other grantor of Collateral owned any interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to the Borrower or any other grantor of Collateral under a lease which has expired or been terminated in a transaction permitted under this Agreement; or (v) as and when provided or required by the terms of the Intercreditor Agreement or Section 6.
1. Except as provided above, the Agent will not release any of the Agent's Liens without the prior written authorization of the Lenders; provided that the Agent may, in its discretion, release the Agent's Liens on Collateral valued in the aggregate during the term of this Agreement not in excess of $5,000,000 without the prior written authorization of the Lenders. Upon request by the Agent or the Borrower at any time, the Lenders will confirm in writing the Agent's authority to release any Agent's Liens upon particular types or items of Collateral pursuant to this Section 14.12.
(a) Upon receipt by the Agent of any authorization required pursuant to Section 14.12(a) from the Lenders of the Agent's authority to release any Agent's Liens upon particular types or items of Collateral, and upon at least five (5) Business Days' prior written request by the Borrower, the Agent shall (and is necessaryhereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Agent's Liens upon such Collateral; provided, however, that (i) the Agent shall not be required to execute any such 130 document on terms which, in the Agent's sole discretionopinion, would expose the Agent to perfect liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Borrower or any other grantor of Collateral in respect of) all interests retained by the Borrower or any other grantor of Collateral, including (without limitation) the proceeds of any sale, all of which shall continue to constitute part of the Collateral.
(b) The Agent shall have no obligation whatsoever to any of the Lenders to assure that the Collateral exists or is owned by the Borrower or any other grantor of Collateral or is cared for, protected or insured or has been encumbered, or that the Agent's security interest Liens have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral;
(iii) searches of ownership of intellectual property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by , or any act, omission or event related thereto, the Agent may act in order to perfect any manner it may deem appropriate, in its sole discretion given the Collateral Agent's security interest in the Collateral;
(iv) all instruments and chattel paper in the possession of the Credit Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Collateral Agent's security own interest in the Collateral to the extent required under the Security Agreement and/or the Pledge Agreement;
(v) duly executed consents in its capacity as are necessary, in the Agent's sole discretion, to perfect the Collateral Agent's security interest in the Collateral; and
(vi) satisfactory evidence that (A) the Collateral Agent, on behalf one of the Lenders, holds a perfected Lien on all Collateral Lenders and (B) none that the Agent shall have no other duty or liability whatsoever to any Lender as to any of the Collateral is subject to any other Liens other than Permitted Liensforegoing.
Appears in 1 contract
Sources: Loan and Security Agreement (Sweetheart Holdings Inc \De\)
Collateral Matters. The Agent shall have received:
(a) Lenders hereby irrevocably authorize Agent, at its option and in its discretion, to release any Agent’s Lien upon any Collateral (i) searches of Uniform Commercial Code filings in upon the jurisdiction termination of the chief executive office of each Credit Party Commitments and each jurisdiction where any Collateral is located or where a filing would need to be made Payment in order to perfect the Collateral Agent's security interest in the Collateral, copies Full of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens;
Obligations; (ii) duly executed UCC financing statements for each appropriate jurisdiction constituting property being sold or disposed of in compliance with this Agreement and so long as Borrowers certify to Agent that the sale or disposition is necessarymade in compliance with this Agreement (and Agent may rely conclusively on any such certificate, in the Agent's sole discretion, to perfect the Collateral Agent's security interest in the Collateral;
without further inquiry); (iii) searches of ownership of intellectual property in the appropriate governmental offices as contemplated by Section 4.6 and such patent/trademark/copyright filings as requested by the Agent in order to perfect the Collateral Agent's security interest in the Collateral;
Section 8.18; (iv) all instruments and chattel paper constituting property in which ▇▇▇▇▇▇▇▇▇ owned no interest at the possession time the Lien was granted or at any time thereafter; or (v) constituting property leased to Borrowers under a lease which has expired or been terminated in a transaction permitted under this Agreement. Except as provided above or in Section 13.21, Agent will not release any of the Credit PartiesAgent’s Liens without the prior written authorization of Lenders. Upon request by Agent or Borrowers at any time, together with allonges ▇▇▇▇▇▇▇ will confirm in writing Agent’s authority to release any Agent’s Liens upon particular types or assignments items of Collateral pursuant to this Section 12.10; it being understood that such confirmation is not a condition to any Lien release otherwise permitted by this clause (a).
(b) If a Lien release is authorized by the foregoing clause (a), upon prior written request by ▇▇▇▇▇▇▇▇▇, Agent shall (and is hereby irrevocably authorized by Lenders to) promptly thereafter execute such documents as may be necessary to evidence the release of the Agent’s Liens upon such Collateral (each to be in form and substance acceptable to Agent in its Permitted Discretion); provided, however, that (i) Agent shall not be required to execute any such document on terms which, in Agent’s opinion, would expose Agent to liability or appropriate create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of Borrowers in respect of) all interests retained by Borrowers, including the proceeds of any sale, all of which shall continue to perfect constitute part of the Collateral.
(c) Agent shall have no obligation whatsoever to any of the Lenders to assure that the Collateral exists or is owned by Borrowers or is cared for, protected or insured or has been encumbered, or that the Agent's security ’s Liens have been properly or sufficiently or lawfully created, 116549.01087/134240171v.5 perfected, protected or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Agent may act in any manner it may deem appropriate, in its sole discretion given Agent’s own interest in the Collateral to the extent required under the Security Agreement and/or the Pledge Agreement;
(v) duly executed consents in its capacity as are necessary, in the Agent's sole discretion, to perfect the Collateral Agent's security interest in the Collateral; and
(vi) satisfactory evidence that (A) the Collateral Agent, on behalf one of the Lenders, holds a perfected Lien on all Collateral Lenders and (B) none that Agent shall have no other duty or liability whatsoever to any Lender as to any of the Collateral is subject to any other Liens other than Permitted Liensforegoing.
Appears in 1 contract
Sources: Loan and Security Agreement (Regional Management Corp.)
Collateral Matters. (a) The Lenders hereby irrevocably authorize (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to authorize) Agent to release any Lien on any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full by the Loan Parties and their Subsidiaries of all of the Obligations other than Contingent Surviving Obligations, (ii) constituting property being sold or disposed of if a release is required or desirable in connection therewith and if Borrowers certify to Agent that the sale or disposition is permitted under Section 6.4 of this Agreement (and Agent may rely conclusively on any such certificate, without further inquiry), (iii) constituting property in which no Loan Party or any of its Subsidiaries owned any interest at the time Agent’s Lien was granted nor at any time thereafter, (iv) constituting property leased or licensed to a Loan Party or its Subsidiaries under a lease or license that has expired or is terminated in a transaction permitted under this Agreement, (v) in connection with a credit bid or purchase authorized under this Section 15.11, (vi) as to the pledge of Equity Interests of First-Tier Foreign Subsidiaries, in connection with a reorganization, change or modification of the direct or indirect ownership of such First-Tier Foreign Subsidiaries by a Borrower or a Guarantor, as applicable, in compliance with this Agreement, a release may be obtained as to such Equity Interests in connection with the substitution of a pledge of the applicable percentage as required pursuant to the Guaranty and Security Agreement of any one or more new or replacement First-Tier Foreign Subsidiaries pursuant to valid security documents to the extent required by the Guaranty or Security Agreement, (vii) with respect to and to the extent of the Collateral pledged by a Guarantor, upon the release of the guarantee of such Guarantor pursuant to this Section 15.11, or (viii) to the extent required by the terms of the ABL/Notes Intercreditor Agreement. The Loan Parties and the Lenders hereby irrevocably authorize (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to authorize) Agent, based upon the instruction of the Required Lenders, to (a) consent to the sale of, credit bid, or purchase (either directly or indirectly through one or more entities) all or any portion of the Collateral at any sale thereof conducted under the provisions of the Bankruptcy Code, including Section 363 of the Bankruptcy Code, (b) credit bid or purchase (either directly or indirectly through one or more entities) all or any portion of the Collateral at any sale or other disposition thereof conducted under the provisions of the Code, including pursuant to Sections 9-610 or 9-620 of the Code, or (c) credit bid or purchase (either directly or indirectly through one or more entities) all or any portion of the Collateral at any other sale or foreclosure conducted or consented to by Agent in accordance with applicable law in any judicial action or proceeding or by the exercise of any legal or equitable remedy. In connection with any such credit bid or purchase, (i) the Obligations owed to the Lenders and the Bank Product Providers shall be entitled to be, and shall be, credit bid on a ratable basis (with Obligations with respect to contingent or unliquidated claims being estimated for such purpose if the fixing or liquidation thereof would not impair or unduly delay the ability of Agent to credit bid or purchase at such sale or other disposition of the Collateral and, if such contingent or unliquidated claims cannot be estimated without impairing or unduly delaying the ability of Agent to credit bid at such sale or other disposition, then such claims shall be disregarded, not credit bid, and not entitled to any interest in the Collateral that is the subject of such credit bid or purchase) and the Lenders and the Bank Product Providers whose Obligations are credit bid shall be entitled to receive interests (ratably based upon the proportion of their Obligations credit bid in relation to the aggregate amount of Obligations so credit bid) in the Collateral that is the subject of such credit bid or purchase (or in the Equity Interests of the any entities that are used to consummate such credit bid or purchase), and (ii) Agent, based upon the instruction of the Required Lenders, may accept non-cash consideration, including debt and equity securities issued by any entities used to consummate such credit bid or purchase and in connection therewith Agent may reduce the Obligations owed to the Lenders and the Bank Product Providers (ratably based upon the proportion of their Obligations credit bid in relation to the aggregate amount of Obligations so credit bid) based upon the value of such non-cash consideration; provided, that Bank Product Obligations not entitled to the application set forth in Section 2.4(b)(iii)(J) of this Agreement shall not be entitled to be, and shall not be, credit bid, or used in the calculation of the ratable interest of the Lenders and Bank Product Providers in the Obligations which are credit bid. Except as provided above, Agent will not execute and deliver a release of any Lien on any Collateral without the prior written authorization of (y) if the release is of all or substantially all of the Collateral, all of the Lenders (without requiring the authorization of the Bank Product Providers), or (z) otherwise, the Required Lenders (without requiring the authorization of the Bank Product Providers). Upon request by Agent or Borrowers at any time, the Lenders will (and if so requested, the Bank Product Providers will) confirm in writing Agent’s authority to release any such Liens on particular types or items of Collateral pursuant to this Section 15.11; provided, that (1) anything to the contrary contained in any of the Loan Documents notwithstanding, Agent shall not be required to execute any document or take any action necessary to evidence such release on terms that, in Agent’s opinion, could expose Agent to liability or create any obligation or entail any consequence other than the release of such Lien without recourse, representation, or warranty, and (2) such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly released) upon (or obligations of Borrowers in respect of) any and all interests retained by any Borrower, including, the proceeds of any sale, all of which shall continue to constitute part of the Collateral. Each Lender further hereby irrevocably authorizes (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to irrevocably authorize) Agent, at its option and in its sole discretion, to subordinate (by contract or otherwise) any Lien granted to or held by Agent on any property under any Loan Document (a) to the holder of any Permitted Lien on such property if such Permitted Lien secures purchase money Indebtedness (including Capitalized Lease Obligations) which constitute Permitted Indebtedness and (b) to the extent Agent has the authority under this Section 15.11 to release its Lien on such property. Notwithstanding the provisions of this Section 15.11, the Agent shall be authorized, without the consent of any Lender and without the requirement that an asset sale consisting of the sale, transfer or other disposition having occurred, to release any security interest in any building, structure or improvement located in an area determined by the Federal Emergency Management Agency to have special flood hazards provided, that such building, structure or improvement has an immaterial fair market value.
(b) Agent shall have received:no obligation whatsoever to any of the Lenders (or the Bank Product Providers) (i) to verify or assure that the Collateral exists or is owned by a Loan Party or any of its Subsidiaries or is cared for, protected, or insured or has been encumbered, (ii) to verify or assure that Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, (iii) to verify or assure that any particular items of Collateral meet the eligibility criteria applicable in respect thereof, (iv) to impose, maintain, increase, reduce, implement, or eliminate any particular reserve hereunder or to determine whether the amount of any reserve is appropriate or not, or (v) to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, subject to the terms and conditions contained herein, Agent may act in any manner it may deem appropriate, in its sole discretion given Agent’s own interest in the Collateral in its capacity as one of the Lenders and that Agent shall have no other duty or liability whatsoever to any Lender (or Bank Product Provider) as to any of the foregoing, except as otherwise expressly provided herein.
(c) A Guaranty of a Guarantor (other than Parent) will be automatically and unconditionally released (and thereupon shall terminate and be discharged and be of no further force and effect):
(i) searches in connection with any sale or other disposition (including by merger or otherwise) of Uniform Commercial Code filings in the jurisdiction Equity Interests of the chief executive office Guarantor after which such Guarantor is no longer a Subsidiary, if the sale or disposition of each Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Collateral Agent's security interest in the Collateral, copies such Equity Interests of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens;Guarantor complies with Section 6.4 of this Agreement; and
(ii) duly executed UCC financing statements for each appropriate jurisdiction in connection with any sale or other disposition of all or substantially all of the assets of that Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) Parent or a Subsidiary, if the sale or other disposition does not violate Section 6.4 of this Agreement. Except as is necessaryprovided above, in Agent will not execute and deliver a release of any Guaranty without the Agent's sole discretionprior written authorization of the Required Lenders whose consent would be required pursuant to Section 14.1 of this Agreement. Upon any occurrence giving rise to a release of a Guaranty as specified above, to perfect the Collateral Agent's security interest in the Collateral;
(iii) searches of ownership of intellectual property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Agent shall execute any documents reasonably required in order to perfect the Collateral Agent's security interest evidence or effect such release, suspension, discharge and termination in the Collateral;
(iv) all instruments and chattel paper in the possession respect of the Credit Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Collateral Agent's security interest in the Collateral to the extent required under the Security Agreement and/or the Pledge Agreement;
(v) duly executed consents as are necessary, in the Agent's sole discretion, to perfect the Collateral Agent's security interest in the Collateral; and
(vi) satisfactory evidence that (A) the Collateral Agent, on behalf of the Lenders, holds a perfected Lien on all Collateral and (B) none of the Collateral is subject to any other Liens other than Permitted Lienssuch Guaranty.
Appears in 1 contract
Collateral Matters. The (a) Lenders hereby direct and irrevocably authorize Agent shall have received:
to release any Lien granted to or held by Agent under any Security Document (i) searches of Uniform Commercial Code filings in the jurisdiction upon termination of the chief executive office Revolving Loan Commitment and payment in cash in full of each Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Collateral Agent's security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist all Obligations (other than Permitted Liens;
inchoate indemnification obligations for which no claim has yet been made) in accordance with Section 2.12; (ii) duly executed UCC financing statements for each appropriate jurisdiction constituting property sold or disposed of as is necessary, part of or in connection with any disposition to a non-Credit Party permitted under any Financing Document (it being understood and agreed that Agent may conclusively rely without further inquiry on a certificate of a Responsible Officer as to the Agent's sole discretion, to perfect sale or other disposition of property being made in full compliance with the Collateral Agent's security interest in provisions of the Collateral;
Financing Documents); or (iii) searches of ownership of intellectual property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Agent in order to perfect the Collateral Agent's security interest in the Collateral;
(iv) all instruments and chattel paper in the possession of the Credit Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Collateral Agent's security interest in the Collateral to the extent required such Lien is on property owned by a Guarantor and such Guarantor is released from its obligations under the Security Agreement and/or the Pledge Agreement;
applicable Guarantee and (vb) duly executed consents as are necessaryLenders hereby authorize Agent, in the Agent's sole discretion’s Permitted Discretion, to perfect subordinate any Lien granted to or held by Agent under any Security Document to a Permitted Lien that is allowed to have priority over the Liens granted to or held by Agent pursuant to the definition of “Permitted Liens”. Upon request by Agent at any time, Lenders will confirm Agent’s authority to release and/or subordinate particular types or items of Collateral Agent's security interest pursuant to this Section 11.9. Upon reasonable request of Borrowers, Agent shall execute and deliver and/or authorize the filing of all documents, in the Collateral; and
(vi) each case in form and substance reasonably satisfactory evidence that (A) the Collateral to Agent, on behalf of the Lenders, holds a perfected Lien on all to evidence such termination or release and to deliver to Borrowers any such Collateral and (B) none of the Collateral is subject to any other Liens other than Permitted Liensheld by Agent hereunder.
Appears in 1 contract
Sources: Credit and Security Agreement (Revolving Loan) (Paragon 28, Inc.)
Collateral Matters. (a) The Agent shall have received:and the Collateral Agents are authorized on behalf of the Issuing Bank and all the Lenders, without the necessity of any notice to or further consent from the Issuing Bank or the Lenders, from time to time to take any action with respect to any Collateral or the Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Collateral Documents.
(b) The Lenders and the Issuing Bank irrevocably authorize the Agent and the Collateral Agents, at their respective option and in their respective discretion, to release any Lien granted to or held by the Agent or such Collateral Agent upon any Collateral (i) searches of Uniform Commercial Code filings in the jurisdiction upon termination of the chief executive office Commitment and payment in full of each Credit Party all Loans and each jurisdiction where all other Obligations known to the Agent and payable under this Agreement or any Collateral is located other Loan Document; (ii) constituting property sold or where a filing would need to be made sold or disposed of as part of or in order connection with any disposition permitted hereunder; (iii) constituting property in which no Borrower owned an interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to perfect a Borrower under a lease which has expired or been terminated in a transaction permitted under this Agreement or is about to expire and which has not been, and is not intended by such Borrower to be, renewed or extended; (v) consisting of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness evidenced thereby has been paid in full; or (vi) if approved, authorized or ratified in writing by the Majority Lenders or all the Lenders, as the case may be, as provided in SECTION 11.1(F). Upon request by the Agent at any time, the Lenders will confirm in writing the Agent's or the Collateral Agent's security interest in authority to release particular types or items of Collateral pursuant to this SUBSECTION 10.11(B), provided that the Collateral, copies absence of the financing statements on file in any such jurisdictions and evidence that no Liens exist other than Permitted Liens;
(ii) duly executed UCC financing statements confirmation for each appropriate jurisdiction as is necessary, in whatever reason shall not affect the Agent's sole discretion, to perfect or the Collateral Agent's security interest in the Collateral;rights under this SECTION 10.11.
(iiic) searches Each reference herein to any right granted to, benefit conferred upon or power exercisable by the "Agent" shall be a reference to the Agent for itself and for the ratable benefit of ownership of intellectual property in the appropriate governmental offices Issuing Bank and such patent/trademark/copyright filings as requested the Lenders, and each action taken or right exercised hereunder shall be deemed to have been so taken or exercised by the Agent in order to perfect for itself and for the Collateral Agent's security interest in the Collateral;
(iv) all instruments and chattel paper in the possession ratable benefit of the Credit Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Collateral Agent's security interest in the Collateral to the extent required under the Security Agreement and/or the Pledge Agreement;
(v) duly executed consents as are necessary, in the Agent's sole discretion, to perfect the Collateral Agent's security interest in the Collateral; and
(vi) satisfactory evidence that (A) the Collateral Agent, on behalf of Issuing Bank and the Lenders, holds a perfected Lien on all Collateral and (B) none of the Collateral is subject to any other Liens other than Permitted Liens.
Appears in 1 contract
Sources: Credit Agreement (International Murex Technologies Corp)
Collateral Matters. (a) The Credit Providers hereby irrevocably authorize the Agent shall have received:
and the Security Trustee to release (i) searches of Uniform Commercial Code filings in the jurisdiction any Agent’s Liens upon any Collateral (A) upon (1) termination of the chief executive office Commitments, (2) termination or collateralization as provided in Section 2.03(g) of each all outstanding Letters of Credit Party (whether or not any of such obligations are due), and each jurisdiction where any Collateral (3) the Obligated Parties’ payment and satisfaction in full of all Loans and other Obligations due and payable under the Loan Documents (other than indemnification obligations to the extent no claim with respect thereto has been asserted and remains unsatisfied), (B) constituting property being sold, transferred or disposed of if the Obligated Parties certify to the Agent that the sale, transfer or disposition is located or where a filing would need to be made in order compliance with Section 6.04 (and the Agent may rely conclusively on any such certification, without further inquiry), (C) constituting property being pledged or deposited if the Obligated Parties certify to perfect the Collateral Agent's security Agent that the pledge or deposit is made in compliance with Section 6.02 (and the Agent may rely conclusively on any such certification, without further inquiry), or (D) constituting property in which the Obligated Parties owned no interest in at the Collateraltime the Lien was granted or at any time thereafter, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens;
(ii) duly executed UCC financing statements for any Guarantor in the event such Guarantor shall cease to be a Subsidiary upon the consummation of a transaction permitted hereunder (which release shall include all security interests in the Collateral of such Guarantor). Except as provided above, the Agent and Security Trustee will not release any of the Agent’s Liens without the prior written authorization of all the Lenders; provided, that (x) the Agent or the Security Trustee may, in its discretion, release the Agent’s Liens on Collateral valued in the aggregate not in excess of $2,500,000 during each appropriate jurisdiction fiscal year without the prior written authorization of any Lender and (y) the Agent or the Security Trustee may, in its discretion, release the Agent’s Liens on Collateral valued in the aggregate in excess of $2,500,000 and not in excess of $50,000,000 during each fiscal year with the prior written authorization of the Required Lenders. Upon request by the Agent, the Security Trustee or the Obligated Parties at any time, the Credit Providers will confirm in writing the Agent’s or the Security Trustee’s authority to release any Guarantor and any of the Agent’s Liens upon particular types or items of Collateral in accordance with the terms of this Section 8.10.
(b) Upon receipt by the Agent or the Security Trustee of any authorization required pursuant to Section 8.10(a) from the Lenders or the Majority Lenders, as is necessaryapplicable, of the Agent’s or the Security Trustee’s authority to release any Agent’s Liens upon particular types or items of Collateral and/or the release of any Guarantor, as applicable, and upon at least five Business Days prior written request by an Obligated Party, the Agent and the Security Trustee shall (and are hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Agent’s Liens upon such Collateral; provided that (i) the Agent and the Security Trustee shall not be required to execute any such document containing terms that, in the Agent's ’s or the Security Trustee’s opinion, would expose the Agent or the Security Trustee to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect, or impair the Obligations under the Loan Documents or any Liens (other than those expressly being released) upon (or obligations of the Obligated Parties in respect of) all interests retained by the Obligated Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral.
(c) The Agent and the Security Trustee shall have no obligation whatsoever to any of the Credit Providers to assure that the Collateral exists or is owned by the Obligated Parties or is cared for, protected, or insured or has been encumbered, or that the Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure, or fidelity, or to continue exercising, any of the rights, authorities, and powers granted or available to the Agent and the Security Trustee pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, the Agent and the Security Trustee may act in any manner they may deem appropriate, in their sole discretion, to perfect given the Collateral Agent's security interest in ’s and the Collateral;
(iii) searches of ownership of intellectual property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Agent in order to perfect the Collateral Agent's security interest in the Collateral;
(iv) all instruments and chattel paper in the possession of the Credit Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Collateral Agent's security Security Trustee’s own interest in the Collateral to in its capacity as one of the extent required under Lenders and that the Agent and the Security Agreement and/or the Pledge Agreement;
(v) duly executed consents Trustee shall have no other duty or liability whatsoever to any Credit Provider as are necessary, in the Agent's sole discretion, to perfect the Collateral Agent's security interest in the Collateral; and
(vi) satisfactory evidence that (A) the Collateral Agent, on behalf any of the Lenders, holds a perfected Lien on all Collateral and (B) none of the Collateral is subject to any other Liens other than Permitted Liensforegoing.
Appears in 1 contract
Sources: Loan Agreement (Jeffboat LLC)
Collateral Matters. (a) The Lenders hereby irrevocably authorize the Agent, at its option and in its sole discretion, to release any Agent’s Liens upon any Collateral (i) upon the payment and satisfaction in full of all Loans and all other Obligations; (ii) constituting property being sold or disposed of if the applicable Loan Party certifies to the Agent that the sale or disposition is made in compliance with Section 7.9 and Section 3.1 (and the Agent may rely conclusively on any such certificate, without further inquiry); (iii) constituting property in which no Loan Party owned an interest at the time the Lien was granted or at any time thereafter; or (iv) constituting property leased to a Loan Party under a lease which has expired or been terminated in a transaction permitted under this Agreement. Except as provided above, the Agent will not release any of the Agent’s Liens without the prior written authorization of the Lenders; provided that the Agent may, in its discretion, release the Agent’s Liens on Collateral valued in the aggregate not in excess of $2,000,000 during each Fiscal Year without the prior written authorization of the Lenders and the Agent may release the Agent’s Liens on Collateral valued in the aggregate not in excess of $4,000,000 during each Fiscal Year with the prior written authorization of Required Lenders. Upon request by the Agent or the Loan Parties at any time, the Lenders will confirm in writing the Agent’s authority to release any Agent’s Liens upon particular types or items of Collateral pursuant to this Section 12.11.
(b) Upon receipt by the Agent of any authorization required pursuant to Section 12.11(a) from the Lenders of the Agent’s authority to release Agent’s Liens upon particular types or items of Collateral, and upon at least five (5) Business Days prior written request by the Loan Parties, the Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Agent’s Liens upon such Collateral; provided, however, that (i) the Agent shall not be required to execute any such document on terms which, in the Agent’s opinion, would expose the Agent to liability or create any material obligation or entail any material consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Loan Parties in respect of) all interests retained by any Loan Party, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral.
(c) The Agent shall have received:
(i) searches of Uniform Commercial Code filings in the jurisdiction no obligation whatsoever to any of the chief executive office of each Credit Party and each jurisdiction where any Collateral is located or where a filing would need Lenders to be made in order to perfect assure that the Collateral exists or is owned by any Loan Party or is cared for, protected or insured or has been encumbered, or that the Agent's security interest ’s Liens have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, copies of or any act, omission or event related thereto, the financing statements on file Agent may act in such jurisdictions and evidence that no Liens exist other than Permitted Liens;
(ii) duly executed UCC financing statements for each appropriate jurisdiction as is necessaryany manner it may deem appropriate, in its sole discretion given the Agent's sole discretion, to perfect the Collateral Agent's security interest in the Collateral;
(iii) searches of ownership of intellectual property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Agent in order to perfect the Collateral Agent's security interest in the Collateral;
(iv) all instruments and chattel paper in the possession of the Credit Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Collateral Agent's security ’s own interest in the Collateral to the extent required under the Security Agreement and/or the Pledge Agreement;
(v) duly executed consents in its capacity as are necessary, in the Agent's sole discretion, to perfect the Collateral Agent's security interest in the Collateral; and
(vi) satisfactory evidence that (A) the Collateral Agent, on behalf one of the Lenders, holds a perfected Lien on all Collateral Lenders and (B) none that the Agent shall have no other duty or liability whatsoever to any Lender as to any of the Collateral is subject to any other Liens other than Permitted Liensforegoing.
Appears in 1 contract
Sources: Term Loan Agreement (Salton Inc)
Collateral Matters. (a) The Lenders hereby irrevocably authorize the Collateral Agent shall have received:
to release any Lien upon any Collateral (i) searches upon the termination of Uniform Commercial Code filings the Commitments and payment and satisfaction in full of all Obligations (other than contingent obligations with respect to then unasserted claims), (ii) constituting property being sold, transferred or disposed of in a Permitted Disposition to a Person that is not a Loan Party, (iii) which constitutes property subject to the proviso in the jurisdiction definition of “Collateral” in the Security Agreement or subject to the proviso in SECTION 2.1 of the chief executive office Pledge Agreement, (iv) as provided in any Intercreditor Agreement, including the ABL Intercreditor Agreement with respect to Revolver Priority Collateral and (v) as to the Collateral of each Credit Party and each jurisdiction where any Facility Guarantor, upon its release from its Facility Guarantee (including as a result of designation as an Unrestricted Subsidiary). Except as provided above, the Collateral is located or where a filing would need to be made in order to perfect Agent will not release any of the Collateral Agent's security interest in ’s Liens without the Collateral, copies prior written authorization of the financing statements on file Applicable Lenders. Upon request by any Agent or any Loan Party at any time, the Lenders will confirm in such jurisdictions and evidence that no Liens exist other than Permitted Liens;
(ii) duly executed UCC financing statements for each appropriate jurisdiction as is necessary, in the Agent's sole discretion, to perfect writing the Collateral Agent's security interest in the Collateral;’s authority to release any Liens upon particular types or items of Collateral pursuant to this SECTION 8.16.
(iiib) searches of ownership of intellectual property in the appropriate governmental offices The Collateral Agent shall (and such patent/trademark/copyright filings as requested is hereby irrevocably authorized by the Agent in order to perfect the Collateral Agent's security interest in the Collateral;
(ivLenders to) all instruments and chattel paper in the possession of the Credit Parties, together with allonges or assignments execute such documents as may be necessary or appropriate to perfect evidence the release of the Liens upon any Collateral described in SECTION 8.16(a); provided, however, that (i) the Collateral Agent shall not be required to execute any such document on terms which, in its reasonable opinion, would, under Applicable Law, expose the Collateral Agent to liability or create any obligation or entail any adverse consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of any Loan Party in respect of) all interests retained by any Loan Party, including (without limitation) the proceeds of any sale, all of which shall continue to constitute part of the Collateral.
(c) Each Lender irrevocably authorizes each of the Administrative Agent and the Collateral Agent to (i) release any Guarantor from its obligations under a Facility Guarantee if such Person ceases to be a Restricted Subsidiary as a result of a transaction or designation permitted hereunder and (ii) upon the request of the Borrower and pursuant to documentation reasonably acceptable to the Administrative Agent and/or Collateral Agent's security interest , to subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted under clause (f), (h) or (t) of the definition of Permitted Encumbrances.
(d) The Secured Parties hereby irrevocably authorize the Administrative Agent, at the direction of the Required Lenders, to credit bid all or any portion of the Obligations (including by accepting some or all of the Collateral in satisfaction of some or all of the Obligations pursuant to a deed in lieu of foreclosure or otherwise) and in such manner purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral (a) at any sale thereof conducted under the provisions of the Bankruptcy Code, including under Sections 363, 1123 or 1129 of the Bankruptcy Code, or any similar laws in any other jurisdictions to which a Loan Party is subject, or (b) at any other sale, foreclosure or acceptance of collateral in lieu of debt conducted by (or with the consent or at the direction of) the Administrative Agent (whether by judicial action or otherwise) in accordance with any applicable law. In connection with any such credit bid and purchase, the Obligations owed to the Secured Parties shall be entitled to be, and shall be, credit bid by the Administrative Agent at the direction of the Required Lenders on a ratable basis (with Obligations with respect to contingent or unliquidated claims receiving contingent interests in the Collateral acquired assets on a ratable basis that shall vest upon the liquidation of such claims in an amount proportional to the liquidated portion of the contingent claim amount used in allocating the contingent interests) for the asset or assets so purchased (or for the equity interests or debt instruments of the acquisition vehicle or vehicles that are issued in connection with such purchase). In connection with any such bid (i) the Administrative Agent shall be authorized to form one or more acquisition vehicles and to assign any successful credit bid to such acquisition vehicle or vehicles (ii) each of the Secured Parties’ ratable interests in the Obligations which were credit bid shall be deemed without any further action under this Agreement to be assigned to such vehicle or vehicles for the purpose of closing such sale, (iii) the Administrative shall be authorized to adopt documents providing for the governance of the acquisition vehicle or vehicles (provided that any actions by the Administrative Agent with respect to such acquisition vehicle or vehicles, including any disposition of the assets or equity interests thereof, shall be governed, directly or indirectly, by, and the governing documents shall provide for, control by the vote of the Required Lenders or their permitted assignees under the terms of this Agreement or the governing documents of the applicable acquisition vehicle or vehicles, as the case may be, irrespective of the termination of this Agreement and without giving effect to the limitations on actions by the Required Lenders contained in SECTION 9.02 of this Agreement), (iv) the Administrative Agent on behalf of such acquisition vehicle or vehicles shall be authorized to issue to each of the Secured Parties, ratably on account of the relevant Obligations which were credit bid, interests, whether as equity, partnership, limited partnership interests or membership interests, in any such acquisition vehicle and/or debt instruments issued by such acquisition vehicle, all without the need for any Secured Party or acquisition vehicle to take any further action, and (v) to the extent required under that Obligations that are assigned to an acquisition vehicle are not used to acquire Collateral for any reason (as a result of another bid being higher or better, because the Security Agreement amount of Obligations assigned to the acquisition vehicle exceeds the amount of Obligations credit bid by the acquisition vehicle or otherwise), such Obligations shall automatically be reassigned to the Secured Parties pro rata and the equity interests and/or debt instruments issued by any acquisition vehicle on account of such Obligations shall automatically be cancelled, without the Pledge Agreement;
(v) duly executed consents as are necessary, in need for any Secured Party or any acquisition vehicle to take any further action. Notwithstanding that the Agent's sole discretion, to perfect the Collateral Agent's security interest in the Collateral; and
(vi) satisfactory evidence that (A) the Collateral Agent, on behalf ratable portion of the LendersObligations of each Secured Party are deemed assigned to the acquisition vehicle or vehicles as set forth in clause (ii) above, holds a perfected Lien on all Collateral each Secured Party shall execute such documents and provide such information regarding the Secured Party (B) none and/or any designee of the Collateral is subject to Secured Party which will receive interests in or debt instruments issued by such acquisition vehicle) as the Administrative Agent may reasonably request in connection with the formation of any other Liens other than Permitted Liensacquisition vehicle, the formulation or submission of any credit bid or the consummation of the transactions contemplated by such credit bid.
Appears in 1 contract