Release of Collateral. (a) Each Lender (including in its or any of its Affiliate’s capacities as a potential Hedge Bank or Cash Management Bank), the Swingline Lender, and the Issuing Bank hereby irrevocably authorize the Administrative Agent, at is option and discretion: (i) to release any Lien on any Collateral granted to or held by the Administrative Agent, for the benefit of the Secured Parties, under any Loan Document (A) upon the termination of the Revolving Commitments and payment in full in cash of all Secured Obligations (other than (1) contingent indemnification obligations and (2) obligations and liabilities under Secured Cash Management Agreements or Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the Issuing Bank shall have been made), (B) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted under the Loan Documents to a Person that is not a Loan Party, (C) if approved, authorized or ratified in writing in accordance with Section 10.2, (D) to the extent such asset constitutes an Excluded Asset (as defined in the Security Agreement) or (E) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to clause (iii) below; (ii) to subordinate any Lien on any Collateral granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien permitted pursuant to Section 7.2(b); or (iii) to release any Guarantor from its obligations under any Loan Documents if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted under the Loan Documents. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to this Section 9.9. In each case as specified in this Section 9.9, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Subsidiary Guaranty Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.9. In the case of any such sale, transfer or disposal of any property constituting Collateral in a transaction constituting an Disposition permitted pursuant to Section 7.6 to a Person that is not a Loan Party, the Liens created by any of the Security Documents on such property shall be automatically released without need for further action by any Person. (b) Each Lender, the Swingline Lender, and the Issuing Bank hereby directs the Administrative Agent, at the sole cost and expense of the Borrower, to execute and deliver or file or authorize the filing of such termination, partial release statements, mortgage releases or other instruments evidencing release of a Lien, and do such other things as are necessary to release Liens to be released pursuant to this Section 9.9 promptly upon the effectiveness of any such release. Upon request by the Administrative Agent at any time, the Lenders, the Swingline Lender, and the Issuing Bank will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.9. (c) The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to any Secured Party for any failure to monitor or maintain any portion of the Collateral.
Appears in 5 contracts
Sources: Credit Agreement (E.W. SCRIPPS Co), Credit Agreement (E.W. SCRIPPS Co), Credit Agreement (E.W. SCRIPPS Co)
Release of Collateral. (a) Each Lender (including in its or any of its Affiliate’s capacities as a potential Hedge Bank or Cash Management Bank), the Swingline Lender, and the Issuing Bank hereby irrevocably authorize the Administrative Agent, at is option and discretion:
(i) to release any Lien on any Collateral granted to or held by the Administrative Agent, for the benefit of the Secured Parties, under any Loan Document (A) upon the termination of the Revolving Commitments and payment in full in cash of all Secured Obligations (other than (1) contingent indemnification obligations and (2) obligations and liabilities under Secured Cash Management Agreements or Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) The Borrower and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to Guarantors are hereby authorized by the Administrative Agent and the Issuing Bank shall have been made), (B) Lenders to release any Liens granted by any of the Loan Parties on any Collateral that is sold or otherwise disposed Disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted under the Loan Documents to a Person that is not a Loan Party, (C) if approved, authorized or ratified in writing in accordance compliance with Section 10.29.06, (D) Section 9.08 or Section 9.11; provided that the Lien in favor of the Administrative Agent continues in the proceeds of such Disposition of such Collateral, or to the extent such asset constitutes an Excluded Asset Collateral is Disposed of to the Borrower or any Guarantor, such Lien continues in such Collateral.
(as defined ii) Upon (A) a sale, transfer or other Disposition permitted under this Agreement (whether in a single transaction or a series of related transactions and whether by merger, consolidation or otherwise) of all the Security AgreementEquity Interests or Property of any Subsidiary (each such Subsidiary a “Transferred Subsidiary”) to any Person that is not, at the time of such sale, transfer or other Disposition, the Borrower or a Subsidiary of the Borrower or (EB) if the property subject to dissolution of any Subsidiary as permitted under this Agreement (each such Lien is owned by Subsidiary, a Guarantor“Dissolved Subsidiary”), then such Transferred Subsidiary or Dissolved Subsidiary, as the case may be, shall, upon release the consummation of such Guarantor sale, transfer, other Disposition or dissolution, be automatically released without further action from its obligations under the Subsidiary applicable Guaranty and Collateral Agreement and its obligations to pledge and grant any Collateral owned by it pursuant to clause any Security Instrument, and no Secured Party have any claim against such Transferred Subsidiary or Dissolved Subsidiary, as the case may be, under any Loan Document, and, in the case of a sale of all of the Equity Interests of the Transferred Subsidiary, the pledge of such Equity Interests to the Administrative Agent pursuant to the Security Instruments shall be automatically released without further action.
(iii) below;
Upon a Significant Domestic Subsidiary no longer being a Significant Domestic Subsidiary, then such Subsidiary shall (iiupon the consummation of such change from being a Significant Domestic Subsidiary, notice to the Administrative Agent of such change from being a Significant Domestic Subsidiary and request of the Administrative Agent to release the Significant Domestic Subsidiary) to subordinate any Lien on any Collateral granted to or held be released by the Administrative Agent under any Loan Document to the holder of any Lien permitted pursuant to Section 7.2(b); or
(iii) to release any Guarantor from its obligations under any Loan Documents if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted under the Loan Documents. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Subsidiary applicable Guaranty and Collateral Agreement and its obligations to pledge and grant any Collateral owned by it pursuant to this any Security Instrument, and no Secured Party shall have any claim against such Subsidiary under such Security Instruments. For the avoidance of doubt and subject to Sections 8.06(c)(i), (ii), (iv) and (v), should such Subsidiary become a Significant Domestic Subsidiary again at any time, such Subsidiary shall at such time comply with the provisions of Section 9.9. In each case as specified in this Section 9.9, 8.06(a)(ii).
(iv) All Collateral shall be automatically released without further action from the Liens of the Administrative Agent will, at and the BorrowerSecured Parties upon Parent’s expense, receipt of an Investment Grade Rating with respect to its Index Indebtedness.
(v) The Administrative Agent shall execute and deliver to the applicable Loan Party such Borrower all documents as such Loan Party may and instruments reasonably request requested by the Borrower to further evidence the release of such item of Collateral from the assignment any release, discharge and security interest granted under the Security Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Subsidiary Guaranty Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.9. In the case of any such sale, transfer or disposal of any property constituting Collateral in a transaction constituting an Disposition permitted pursuant to Section 7.6 to a Person that is not a Loan Party, the Liens created by any of the Security Documents on such property shall be automatically released without need for further action by any Person.
(b) Each Lender, the Swingline Lender, and the Issuing Bank hereby directs the Administrative Agent, at the sole cost and expense of the Borrower, to execute and deliver or file or authorize the filing of such termination, partial release statements, mortgage releases or other instruments evidencing release of a Lien, and do such other things as are necessary to release Liens to be released termination pursuant to this Section 9.9 promptly upon 8.06(c) of the effectiveness liens, security interests and other rights in favor of any such release. Upon request by the Administrative Agent at any time, in and to the Lenders, the Swingline Lender, and the Issuing Bank will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.9.
(c) The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability assets of the Collateral, Loan Parties under the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to any Secured Party for any failure to monitor or maintain any portion of the CollateralDocuments.
Appears in 5 contracts
Sources: Credit Agreement (Exterran Corp), Credit Agreement (Exterran Holdings Inc.), Credit Agreement (Exterran Corp)
Release of Collateral. (a) Each Lender (including in its or any of its Affiliate’s capacities as a potential Hedge Bank or Cash Management Bank), the Swingline Lender, and the Issuing Bank hereby irrevocably authorize the Administrative Agent, at is option and discretion:
(i) to release any Lien on any Collateral granted to or held by the Administrative Agent, for the benefit of the Secured Parties, under any Loan Document (A) upon the termination of the Revolving Commitments and payment in full in cash of all Secured Obligations (other than (1) contingent indemnification obligations and (2) obligations and liabilities under Secured Cash Management Agreements or Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) Agents and the expiration or termination of all Letters of Credit (other than Letters of Credit as Lenders hereby direct Agents and Collateral Agents to which other arrangements satisfactory to the Administrative Agent and the Issuing Bank shall have been made)release, (B) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted under the Loan Documents to a Person that is not a Loan Party, (C) if approved, authorized or ratified in writing in accordance with Section 10.2, (D) to the extent such asset constitutes an Excluded Asset (as defined in the Security Agreement) or (E) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to clause (iii) below;
(ii) to subordinate any Lien on any Collateral granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien permitted pursuant to Section 7.2(b); or
(iii) to release any Guarantor from its obligations under any Loan Documents if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted under the Loan Documents. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to this Section 9.9. In each case as specified in this Section 9.9, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Subsidiary Guaranty Agreement, in each case in accordance with the terms of hereof, any Lien held by any Agent or Collateral Agent, under the Loan Security Documents (and this Section 9.9. In in the case of a sale of all of the Capital Stock of a Subsidiary under clause (B) below, to release the affected Subsidiary from its Subsidiary Guaranty):
(A) against all of the Collateral, upon termination of this Agreement as provided in Section 12.15;
(B) against any part of the Collateral sold or disposed of by Crown Holdings or any of its Subsidiaries to the extent such sale, transfer sale or disposal of any property constituting Collateral in a transaction constituting an Disposition disposition is permitted hereby (or permitted pursuant to Section 7.6 to a Person that is not waiver or consent of a Loan Party, the Liens created transaction otherwise prohibited hereby);
(C) against any Collateral acquired by Crown Holdings or any of its Subsidiaries after the Security Documents on Initial Borrowing Date financed with Indebtedness secured by a Lien permitted by Section 8.2(d);
(D) so long as no Unmatured Event of Default or Event of Default has occurred and is continuing, in the sole discretion of Administrative Agents upon the request of Crown Holdings, against any part of the Collateral with a fair market value of less than $10,000,000 in the aggregate during the term of this Agreement as such property fair market value may be certified to Administrative Agent by Crown Holdings in an officer’s certificate acceptable in form and substance to such Administrative Agent; and
(E) against a part of the Collateral which release does not require the consent of all of the Lenders as set forth in Section 12.1(a)(ii), if such release is consented to by the Required Lenders; provided, however, that (y) no Agent shall be automatically released required to execute any such document on terms which, in its opinion, would expose it to liability or create any obligation or entail any consequence other than the release of such Liens without need for further action recourse or warranty, and (z) such release shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of any Credit Party in respect of) all interests retained by Crown Holdings and/or any Personof its Subsidiaries, including (without limitation) the proceeds of any sale, all of which shall continue to constitute part of the Collateral.
(bii) Each Lender, of the Swingline Lender, and the Issuing Bank Lenders hereby directs the Administrative Agent, at the sole cost and expense of the Borrower, Agents to execute and deliver or file or authorize the filing of such termination, termination and partial release statements, mortgage releases or other instruments evidencing release of a Lien, statements and do such other things as are necessary to release Liens to be released pursuant to this Section 9.9 12.16 promptly upon the effectiveness of any such release. Upon request by the Administrative Agent at any time, the Lenders, the Swingline Lender, and the Issuing Bank will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.9enter into intercreditor agreements contemplated or permitted herein.
(c) The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to any Secured Party for any failure to monitor or maintain any portion of the Collateral.
Appears in 5 contracts
Sources: Credit Agreement (Crown Holdings Inc), Credit Agreement (Crown Holdings Inc), Credit Agreement (Crown Holdings Inc)
Release of Collateral. (a1) Each Lender Collateral may be released from the Lien and security interest created by the Security Documents to secure the Securities and obligations under this Indenture at any time or from time to time as provided hereby or in the Security Documents. At the written direction of Holders of at least a majority in principal amount of the Outstanding Securities, Collateral Agent shall release any items of Collateral at any time without affecting or diminishing the liability of the Issuer to the Holders for any remaining or future indebtedness. The membership interests in the Subsidiary Guarantor, constituting the Collateral, shall be automatically released from the Liens securing the Securities, and the Subsidiary Guarantor shall be automatically released from its obligations under this Indenture and the Security Documents, under any one or more of the following circumstances:
a. upon any sale or other transfer by the Issuer of the Collateral that is permitted under this Indenture to any person that is not the Issuer (including in its or any connection with an event of its Affiliate’s capacities as a potential Hedge Bank or Cash Management Bankloss), or upon the Swingline Lendereffectiveness of any written consent to the release of the security interest granted by the Security Documents in the Collateral pursuant to this Indenture, the security interest in such Collateral shall be automatically released, all without delivery of any instrument or performance of any act by any party; and
b. to enable the Issuer to consummate the disposition (other than any disposition to an Affiliate) of the Collateral to the extent not prohibited under this Indenture, and to enable any release described in the Issuing Bank hereby irrevocably authorize Security Documents. In addition, the Administrative Agentsecurity interests granted pursuant to the Security Documents securing the Securities Obligations shall automatically terminate and/or be released all without delivery of any instrument or performance of any act by any party, at is option and discretion:
all rights to the Collateral shall revert to the Company, as of the date upon (i) all the Obligations under the Securities and this Indenture (other than contingent or unliquidated obligations or liabilities not then due) have been paid in full in cash or immediately available funds; (ii) a legal discharge under Article Four, or (iii) the holders of at least two thirds in aggregate principal amount of all Notes issued under this Indenture consent to release any Lien on any Collateral granted to or held by the Administrative Agent, for the benefit of the Secured Parties, under any Loan Document (A) upon the termination of the Revolving Commitments and payment in full in cash of all Secured Obligations (other than (1) contingent indemnification obligations and (2) obligations and liabilities under Secured Cash Management Agreements or Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the Issuing Bank shall have been made), (B) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in Security Documents. In connection with any sale termination or other disposition permitted under the Loan Documents to a Person that is not a Loan Party, (C) if approved, authorized or ratified in writing in accordance with Section 10.2, (D) to the extent such asset constitutes an Excluded Asset (as defined in the Security Agreement) or (E) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to clause (iii) below;
(ii) to subordinate any Lien on any Collateral granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien permitted pursuant to Section 7.2(b); or
(iii) to release any Guarantor from its obligations under any Loan Documents if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted under the Loan Documents. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to this Section 9.9. In each case as specified in this Section 9.911.04(1), the Administrative Collateral Agent will, at the Borrower’s expense, shall execute and deliver to the applicable Loan Party such Company, at the Company’s expense, all documents as such Loan Party may that the Company shall reasonably request to evidence such termination or release (including, without limitation, UCC termination statements), and will duly assign and transfer to the Company, such of the Collateral that may be in the possession of the Collateral Agent and has not theretofore been sold or otherwise applied or released pursuant to this Indenture or the Security Documents. Any execution and delivery of documents pursuant to this Section 11.04(1) shall be without recourse to or warranty by the Collateral Agent. In connection with any release pursuant to this Section 11.04(1), the Company shall be permitted to take any action in connection therewith consistent with such release including, without limitation, the filing of UCC termination statements. Upon the receipt of an Officers’ Certificate from the Issuer, as described in Section 11.04(2) below, if applicable, and any necessary or proper instruments of termination, satisfaction or release prepared by the Issuer, the Collateral Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of such item of any Collateral from the assignment and security interest granted under the Security Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Subsidiary Guaranty Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.9. In the case of any such sale, transfer or disposal of any property constituting Collateral in a transaction constituting an Disposition permitted pursuant to Section 7.6 to a Person that is not a Loan Party, the Liens created by any of the Security Documents on such property shall be automatically released without need for further action by any Person.
(b) Each Lender, the Swingline Lender, and the Issuing Bank hereby directs the Administrative Agent, at the sole cost and expense of the Borrower, to execute and deliver or file or authorize the filing of such termination, partial release statements, mortgage releases or other instruments evidencing release of a Lien, and do such other things as are necessary to release Liens to be released pursuant to this Section 9.9 promptly upon Indenture or the effectiveness of Security Documents.
(2) Notwithstanding anything herein to the contrary, in connection with any such release. Upon request by the Administrative Agent at any time, the Lenders, the Swingline Lender, and the Issuing Bank will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.9.
(c) The Administrative 11.04(1), the Collateral Agent shall not be responsible for required to execute, deliver or acknowledge any instruments of termination, satisfaction or release unless, in each case, an Officers’ Certificate and Opinion of Counsel certifying that all conditions precedent, including, without limitation, this Section 11.04, have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability been met and stating under which of the Collateralcircumstances set forth in Section 11.04(1) above the Collateral is being released have been delivered to the Collateral Agent and the Trustee on or prior to the date on which the Collateral Agent executes any such instrument.
(3) Notwithstanding anything herein to the contrary, at any time when a Default or Event of Default has occurred and is continuing and the existence, priority or perfection maturity of the Administrative Securities has been accelerated (whether by declaration or otherwise) and the Trustee has delivered a notice of acceleration to the Collateral Agent’s Lien thereon, no release of Collateral pursuant to the provisions of this Indenture or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent Security Documents will be responsible or liable to any Secured Party for any failure to monitor or maintain any portion of effective as against the Collateralholders.
Appears in 4 contracts
Sources: Indenture (Vault Holding 1, LLC), Indenture (Vault Holding 1, LLC), Indenture (Vault Holding 1, LLC)
Release of Collateral. (a) Each Lender (including in its or any of its Affiliate’s capacities as a potential Hedge Bank or Cash Management Bank), the Swingline Lender, and the Issuing Bank hereby The Lenders irrevocably authorize the Administrative Agent, at is option Agent (and discretion:the Administrative Agent agrees):
(ia) to release any Lien on any Collateral property granted to or held by the Administrative Agent, for the benefit of the Secured Parties, Agent under any Loan Document (Aw) upon the termination of Termination Date (and, concurrently therewith, to release all the Revolving Commitments and payment in full in cash of all Secured Obligations Loan Parties from their obligations under the Loan Documents (other than (1) contingent indemnification obligations and (2) obligations and liabilities under Secured Cash Management Agreements or Secured Hedge Agreements as to which arrangements satisfactory to those that specifically survive the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the Issuing Bank shall have been madeTermination Date)), (Bx) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale permitted hereunder or under any other disposition permitted under the Loan Documents Document to a any Person that is not other than a Loan Party, (Cy) subject to Section 9.08, if approved, authorized or ratified in writing in accordance with Section 10.2by the Required Lenders, (D) to the extent such asset constitutes an Excluded Asset (as defined in the Security Agreement) or (Ez) if the property subject to such Lien is owned by a Guarantor, Subsidiary Guarantor upon release of such Guarantor from its obligations under the Subsidiary its Guaranty Agreement pursuant to clause (iiic) below;
(iib) at the request of the Borrower, to subordinate any Lien on any Collateral property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted pursuant to Section 7.2(bby clauses (f), (h) and (t) of the definition of Permitted Liens; orand
(iiic) to release any Subsidiary Guarantor from its obligations under any Loan Documents Document to which it is a party if such Person ceases to be a Restricted Subsidiary as a result of a transaction or designation permitted under hereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of the Loan DocumentsSenior Notes, any Junior Financing and any Refinancing Indebtedness in respect thereof unless and until such Guarantor is (or is being simultaneously) released from its guarantee with respect to the Senior Notes, such Junior Financing and any Refinancing Indebtedness in respect thereof. Upon request by the Administrative any Agent at any time, the Required Lenders will confirm in writing the Administrative such Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty Agreement Loan Documents pursuant to this Section 9.99.18. In each case as specified in this Section 9.99.18, the Administrative relevant Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Documents or to subordinate its interest in such itemLoan Documents, or to release such Guarantor Loan Party from its obligations under the Subsidiary Guaranty AgreementLoan Documents, in each case case, in accordance with the terms of the Loan Documents and this Section 9.9. In the case of any such sale, transfer or disposal of any property constituting Collateral in a transaction constituting an Disposition permitted pursuant to Section 7.6 to a Person that is not a Loan Party, the Liens created by any of the Security Documents on such property shall be automatically released without need for further action by any Person9.18.
(b) Each Lender, the Swingline Lender, and the Issuing Bank hereby directs the Administrative Agent, at the sole cost and expense of the Borrower, to execute and deliver or file or authorize the filing of such termination, partial release statements, mortgage releases or other instruments evidencing release of a Lien, and do such other things as are necessary to release Liens to be released pursuant to this Section 9.9 promptly upon the effectiveness of any such release. Upon request by the Administrative Agent at any time, the Lenders, the Swingline Lender, and the Issuing Bank will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.9.
(c) The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to any Secured Party for any failure to monitor or maintain any portion of the Collateral.
Appears in 4 contracts
Sources: Revolving Loan Credit Agreement (CDW Corp), Revolving Loan Credit Agreement (CDW Finance Corp), Revolving Loan Credit Agreement (CDW Corp)
Release of Collateral. (a) Each Lender (including hereby directs, in its or any accordance with the terms of its Affiliate’s capacities as a potential Hedge Bank or Cash Management Bank)this Agreement, the Swingline Lender, and the Issuing Bank hereby irrevocably authorize Administrative Agent to release any Lien held by the Administrative Agent, at is option and discretionAgent for the benefit of the Lender Group:
(i) to release any Lien on any Collateral granted to or held by the Administrative Agent, for the benefit against all of the Secured PartiesCollateral, under any Loan Document (A) upon the termination of the Revolving Commitments final and indefeasible payment in full in cash of all Secured the Obligations (other than (1) contingent indemnification obligations and (2) obligations and liabilities under Secured Cash Management Agreements or Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the Issuing Bank shall have been made), (B) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted under the Loan Documents to a Person that is not a Loan Party, (C) if approved, authorized or ratified in writing in accordance with Section 10.2, (D) to the extent such asset constitutes an Excluded Asset (as defined in the Security Agreement) or (E) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to clause (iii) below;Commitment; or
(ii) to subordinate against any Lien on any part of the Collateral granted to sold, transferred or held disposed of by the Administrative Agent under Borrower Parties to Persons that are not Parent or any Loan Document to the holder of any Lien permitted pursuant to Section 7.2(b); or
(iii) to release any Guarantor from its obligations under any Loan Documents Subsidiaries if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted under the Loan Documents. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to this Section 9.9. In each case as specified in this Section 9.9, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Subsidiary Guaranty Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.9. In the case of any such sale, transfer or disposal of any property constituting Collateral other disposition is permitted by Section 8.7 or is otherwise consented to by the requisite Lenders for such release as set forth in Section 10.12, as certified to the Administrative Agent by the Borrower in a transaction constituting certificate of an Disposition permitted pursuant to Section 7.6 to a Person that is not a Loan Party, the Liens created by any Authorized Signatory of the Security Documents on such property shall be automatically released without need for further action by any PersonBorrower.
(b) Each Lender, the Swingline Lender, and the Issuing Bank Lender hereby directs the Administrative Agent, at the sole cost and expense of the Borrower, Agent to execute and deliver or file or authorize the filing of such termination, termination and partial release statements, mortgage releases or other instruments evidencing release of a Lien, statements and do such other things as are necessary to release Liens to be released pursuant to this Section 9.9 13.15 promptly upon the effectiveness of any such release. Upon request by the Administrative Agent at any time, the Lenders, the Swingline Lender, and the Issuing Bank Lenders will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.913.15.
(c) The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding Each Lender hereby directs, in accordance with the existenceterms of this Agreement, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to release any Secured Party for any failure to monitor or maintain any portion Subsidiary of the CollateralBorrower from its guaranty of any Obligation if all of the Equity Interests of such Subsidiary owned by a Borrower Party are sold or transferred in a transaction permitted under the Loan Documents (including pursuant to a waiver or consent), to the extent that, after giving effect to such transaction, such Subsidiary would not be required to guaranty the Obligations pursuant to Section 6.20.
Appears in 3 contracts
Sources: Credit Agreement (Fluent, Inc.), Credit Agreement, Credit Agreement (Cogint, Inc.)
Release of Collateral. (a) Each Lender The Liens securing the Notes will be automatically released, all without delivery of any instrument or performance of any act by any party, at any time and from time to time as provided by this Section 12.2. Upon such release, subject to the terms of the Collateral Documents, all rights in the released Collateral securing First Priority Notes Obligations shall revert to the Company and the Note Guarantors, as applicable. The Collateral shall be released from the Lien and security interest created by the Collateral Documents and the Trustee (including subject to its receipt of an Officers’ Certificate and Opinion of Counsel as provided below) shall execute documents evidencing such release, and instruct the applicable Notes Collateral Agent in its or any of its Affiliate’s capacities writing to execute, as a potential Hedge Bank or Cash Management Bank)applicable, the Swingline Lendersame at the Company’s sole cost and expense, and under one or more of the Issuing Bank hereby irrevocably authorize the Administrative Agent, at is option and discretionfollowing circumstances:
(i) to release any Lien on any Collateral granted to or held by the Administrative Agent, for the benefit of the Secured Parties, under any Loan Document in whole upon:
(A) upon the termination of the Revolving Commitments and payment in full in cash of the principal of, together with accrued and unpaid interest (including Additional Amounts, if any) on, the Notes and all Secured other Obligations under this Indenture, the Note Guarantees and the Collateral Documents (for the avoidance of doubt, other than (1) contingent indemnification obligations and (2) obligations and liabilities under Secured Cash Management Agreements or Secured Hedge Agreements as to Obligations in respect of which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall no claims have been made) that are due and the expiration payable at or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory prior to the Administrative Agent time such principal, together with accrued and the Issuing Bank shall have been made)unpaid interest, are paid;
(B) satisfaction and discharge of this Indenture with respect to the Notes as set forth under Section 8.1; or
(C) a Legal Defeasance or Covenant Defeasance of this Indenture with respect to the Notes as set forth under Sections 8.2 or 8.3 hereof, as applicable;
(ii) in whole or in part, with the consent of Holders of the Notes in accordance with Article 9 of this Indenture;
(iii) in part, as to any asset:
(A) (I) constituting Collateral that is sold or otherwise disposed of by the Company or any of the Note Guarantors to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted under the Loan Documents to a Person that is not the Company or a Loan Party, Note Guarantor in a transaction permitted by this Indenture (C) if approved, authorized or ratified in writing in accordance with Section 10.2, (D) to the extent such asset constitutes an Excluded Asset (as defined in the Security Agreement) or (E) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to clause (iii) below;
(ii) to subordinate any Lien on any Collateral granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien permitted pursuant to Section 7.2(b); or
(iii) to release any Guarantor from its obligations under any Loan Documents if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted under the Loan Documents. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to this Section 9.9. In each case as specified in this Section 9.9, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Subsidiary Guaranty Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.9. In the case of any such saleinterest sold or disposed of), transfer or disposal of any property constituting Collateral in a transaction constituting an Disposition permitted pursuant to Section 7.6 to a Person that is not a Loan Party, the Liens created by any of the Security Documents on such property shall be automatically released without need for further action by any Person.
(b) Each Lender, the Swingline Lender, and the Issuing Bank hereby directs the Administrative Agent, at the sole cost and expense of the Borrower, to execute and deliver or file or authorize the filing of such termination, partial release statements, mortgage releases or other instruments evidencing release of a Lien, and do such other things as are necessary to release Liens to be released pursuant to this Section 9.9 promptly upon the effectiveness of any such release. Upon request by the Administrative Agent at any time, the Lenders, the Swingline Lender, and the Issuing Bank will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.9.
(c) The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to any Secured Party for any failure to monitor or maintain any portion of the Collateral.or
Appears in 3 contracts
Sources: Indenture (Bausch Health Companies Inc.), Indenture (Bausch Health Companies Inc.), Indenture (Bausch Health Companies Inc.)
Release of Collateral. (a) Each Lender The Collateral shall be released, and the Security Agent and the Trustee are authorized to (including and the Trustee shall and shall direct the Security Agent to) take any action required to effectuate any release of Collateral securing the Notes and the Guarantees, as the case may be, required by a Security Document:
(1) upon payment in its full of principal, interest and all other obligations under this Indenture or discharge or defeasance thereof;
(1) upon release of a Guarantee (with respect to the Liens securing such Guarantee granted by such Guarantor);
(2) in connection with any disposition of Collateral to any Person other than the Issuer or any of its Affiliate’s capacities as a potential Hedge Bank or Cash Management Bank), the Swingline Lender, and the Issuing Bank hereby irrevocably authorize the Administrative Agent, at is option and discretion:
Restricted Subsidiaries (ibut excluding any transaction subject to Section 4.18) to release any Lien on any Collateral granted to or held by the Administrative Agent, for the benefit of the Secured Parties, under any Loan Document (A) upon the termination of the Revolving Commitments and payment in full in cash of all Secured Obligations (other than if such disposition does not violate clauses (1) contingent indemnification obligations and (2) obligations and liabilities under Secured Cash Management Agreements of Section 4.9 or Secured Hedge Agreements Section 4.20;
(3) in relation to an enforcement action, as provided in the Existing Intercreditor Agreement;
(4) as may be permitted pursuant to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been madeSection 4.23;
(5) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the Issuing Bank shall have been made), (B) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted under the Loan Documents to a Person that is not a Loan Party, (C) if approved, authorized or ratified in writing in accordance with Section 10.2, (D) to the extent such asset constitutes an Excluded Asset (as defined in the Security Agreement) or (E) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to clause (iii) below;4.18; and
(ii6) to subordinate any Lien on any Collateral granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien as may be permitted pursuant to Section 7.2(b); or
(iii) Article IX. Without the consent of the holders of the Notes and subject to release any Guarantor from its obligations under any Loan Documents if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted under the Loan Documents. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to this Section 9.9. In each case as specified in this Section 9.9, the Administrative Agent willExisting Intercreditor Agreement, at the Borrower’s expenserequest of the Issuer each of the Trustee and the Security Agent are authorized to, and the Trustee shall and shall direct the Security Agent to, execute any document and deliver take such other action reasonably required to the applicable Loan Party effect or evidence such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Subsidiary Guaranty Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.9. In the case of any such sale, transfer or disposal of any property constituting Collateral in a transaction constituting an Disposition permitted pursuant to Section 7.6 to a Person that is not a Loan Party, the Liens created by any of the Security Documents on such property shall be automatically released without need for further action by any Personrelease.
(b) Each Lenderholder of Notes by accepting a Note shall be deemed to have authorized and directed each of the Trustee and the Security Agent to execute the Existing Intercreditor Agreement. Each holder of Notes by accepting a Note consents and agrees to the terms of the Security Documents and the Existing Intercreditor Agreement (including, without limitation, the Swingline Lender, provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes the Trustee and the Issuing Bank hereby directs Security Agent to perform their respective obligations and exercise their respective rights thereunder in accordance therewith and appoints the Administrative AgentTrustee as his attorney-in -fact for such purpose, at including, in the sole cost and expense event of any liquidation, dissolution, winding up, reorganization, assignment for the benefit of creditors or marshaling of assets of any Guarantor tending towards liquidation or reorganization of the Borrowerbusiness and assets of any Guarantor, to execute and deliver or file or authorize the immediate filing of such termination, partial release statements, mortgage releases or other instruments evidencing release of a Lien, and do such other things as are necessary claim for the unpaid balance under its Guarantee obligations in the form required in said proceedings to release Liens cause said claim to be released pursuant approved, provided that it is expressly understood that the Trustee shall not be required to this Section 9.9 promptly upon the effectiveness of exercise any such release. Upon request by the Administrative Agent at rights as attorney for any time, the Lenders, the Swingline Lender, and the Issuing Bank will confirm holders of Notes unless instructed to do so in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this accordance with Section 9.97.6.
(c) The Administrative Each holder by accepting a Note shall be deemed to appoint the Security Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of act as its security trustee in connection with the Collateral, the existenceSecurity Documents and the Existing Intercreditor Agreement and authorizes the Security Agent (acting in accordance with the Existing Intercreditor Agreement or at the direction of the Trustee) to exercise such rights, priority powers and discretions as are specifically delegated to the Security Agent by the terms hereof and of the Existing Intercreditor Agreement and together with all rights, powers and discretions as are reasonably incidental thereto or necessary to give effect to the trusts hereby created, and each holder of Notes by accepting a Note shall be deemed to irrevocably authorize the Security Agent on its behalf to release any existing security being held in favor of the holders, to enter into any and each Security Document and the Existing Intercreditor Agreement and to deal with any formalities in relation to the perfection of any security created by such Security Documents (including, inter alia, entering into such other documents as may be necessary to such perfection).
(d) Each holder, by accepting a Note, shall be deemed to have agreed to all the Administrative Agent’s Lien thereonterms and provisions of the Security Documents.
(e) Each holder of Notes by accepting a Note and the related Guarantees agrees that enforcement of the Collateral is subject to certain limitations to the extent and in the manner provided in the Existing Intercreditor Agreement and that the order of application of any enforcement proceeds means that holders of Notes shall receive enforcement proceeds, or any certificate prepared if any, after first being applied in paying all proper costs, charges and expenses incurred by any Loan Party Secured Parties (as defined in connection therewith, nor shall the Administrative Agent be responsible or liable to any Secured Party for any failure to monitor or maintain any portion Existing Intercreditor Agreement in respect of the Collateral) in enforcing against the Collateral or collecting the proceeds thereof. Each holder of Notes, by accepting a Note, shall be deemed to have agreed to and accepted the terms and conditions of the Existing Intercreditor Agreement.
Appears in 3 contracts
Sources: Indenture (Central European Media Enterprises LTD), Indenture (Central European Media Enterprises N.V.), Indenture (CME Media Enterprises B.V.)
Release of Collateral. (a) Each Lender (including Collateral may be released from the Liens and security interests created by the Security Documents at any time and from time to time in its or any accordance with the provisions of its Affiliate’s capacities as a potential Hedge Bank or Cash Management Bank)the Security Documents, the Swingline LenderIntercreditor Agreements and this Indenture. Notwithstanding anything to the contrary in the Security Documents, the Intercreditor Agreements and this Indenture, the Company and the Issuing Bank hereby irrevocably authorize Guarantors will be entitled to the Administrative Agent, at is option release of property and discretionother assets constituting Collateral from the Liens securing the Notes and the Subsidiary Guarantees under any one or more of the following circumstances:
(i) to release any Lien on any Collateral granted to or held by the Administrative Agent, for the benefit upon consummation of the Secured Partiessale, under any Loan Document (A) upon the termination of the Revolving Commitments and payment in full in cash of all Secured Obligations (other than (1) contingent indemnification obligations and (2) obligations and liabilities under Secured Cash Management Agreements or Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the Issuing Bank shall have been made), (B) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale transfer or other disposition permitted under of such Collateral by the Loan Documents Company or a Guarantor to any Person other than the Company or a Person that is not a Loan PartyGuarantor, (C) if approved, authorized or ratified in writing in accordance with Section 10.2, (D) to the extent such asset constitutes an Excluded Asset sale, transfer or other disposition is not prohibited under this Indenture;
(as defined ii) in the Security Agreement) or (E) if case of a Guarantor that is released from its Subsidiary Guarantee pursuant to the terms of this Indenture, with respect to the property subject to and other assets of such Lien is owned by a Guarantor, upon the release of such Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to clause Guarantee;
(iii) belowwith respect to Collateral that is Capital Stock, upon (i) the dissolution or liquidation of the issuer of that Capital Stock that is not prohibited by this Indenture or (ii) upon the designation by the Company of such issuer of Capital Stock as an Unrestricted Subsidiary under this Indenture;
(iv) with respect to any Collateral that becomes an “Excluded Asset,” upon it becoming an Excluded Asset;
(v) in accordance with Section 4.07(b);
(vi) to the extent the Liens on the Collateral securing the Credit Agreement Obligations are released by the First Lien Collateral Agent (other than any release by, or as a result of, payment of the Credit Agreement Obligations), upon the release of such Liens;
(vii) in connection with any enforcement action taken by the Controlling Collateral Agent in accordance with the terms of the First Lien Intercreditor Agreement; or
(viii) as described under Article Nine.
(b) The Liens on the Collateral securing the Notes and the Subsidiary Guarantees also shall automatically and without the need for any further action by any Person be terminated and released:
(i) upon payment in full of the principal of, together with accrued and unpaid interest on, the Notes and all other Obligations in respect of the Notes under this Indenture, the Subsidiary Guarantees and the Security Documents that are due and payable at or prior to the time such principal, together with accrued and unpaid interest, are paid;
(ii) to subordinate any Lien on any Collateral granted to upon a legal defeasance or held by the Administrative Agent under any Loan Document covenant defeasance with respect to the holder Notes under this Indenture as described below under Sections 8.01(b) and 8.02, or a satisfaction and discharge of any Lien permitted pursuant to this Indenture as described under Section 7.2(b8.01(a); or
(iii) pursuant to release the First Lien Intercreditor Agreement and the Security Documents with respect to the Notes.
(c) In addition, any Guarantor from its Lien on any Collateral may be (i) released or subordinated to the holder of any Lien on such Collateral that is created, incurred or assumed pursuant to clauses (iv), (viii)(A) or (xxii) of the definition of “Permitted Liens” to the extent required by the terms of the obligations under secured by such Liens and (ii) subordinated to any Loan Documents Lien on any Mortgaged Property if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted required under the Loan Documents. Upon request terms of any lease, easement, right of way or similar agreement effecting the Mortgaged Property provided such lease, easement, right of way or similar agreement is permitted by Section 4.07.
(d) With respect to any release of Collateral, upon receipt of an Officers’ Certificate stating that all conditions precedent under this Indenture and the Administrative Security Documents to such release have been met and that it is permitted for the Trustee or Notes Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to this Section 9.9. In each case as specified in this Section 9.9, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party documents requested by the Company in connection with such documents as release and any necessary or proper instruments of termination, satisfaction or release prepared by the Company, the Trustee and the Notes Collateral Agent shall execute, deliver or acknowledge (at the Company’s expense) such Loan Party may reasonably request instruments or releases to evidence the release of such item of any Collateral from the assignment and security interest granted under the Security Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Subsidiary Guaranty Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.9. In the case of any such sale, transfer or disposal of any property constituting Collateral in a transaction constituting an Disposition permitted pursuant to Section 7.6 to a Person that is not a Loan Party, the Liens created by any of the Security Documents on such property shall be automatically released without need for further action by any Person.
(b) Each Lender, the Swingline Lender, and the Issuing Bank hereby directs the Administrative Agent, at the sole cost and expense of the Borrower, to execute and deliver or file or authorize the filing of such termination, partial release statements, mortgage releases or other instruments evidencing release of a Lien, and do such other things as are necessary to release Liens to be released pursuant to this Section 9.9 promptly upon Indenture or the effectiveness Security Documents and shall do or cause to be done (at the Company’s expense) all acts reasonably requested of them to release such Lien as soon as is reasonably practicable. Neither the Trustee nor the Notes Collateral Agent shall be liable for any such release. Upon request by release undertaken in reliance upon any such Officers’ Certificate, and notwithstanding any term hereof or in any Security Document to the Administrative Agent at any timecontrary, the Lenders, the Swingline Lender, Trustee and the Issuing Bank will confirm in writing the Administrative Agent’s authority to release particular types or items of Notes Collateral pursuant to this Section 9.9.
(c) The Administrative Agent shall not be responsible for or have a duty under any obligation to ascertain or inquire into release any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s such Lien thereonand security interest, or execute and deliver any certificate prepared by any Loan Party in connection therewithsuch instrument of release, nor shall the Administrative Agent be responsible satisfaction or liable to any Secured Party for any failure to monitor or maintain any portion of the Collateraltermination, unless and until it receives such Officers’ Certificate.
Appears in 3 contracts
Sources: Indenture (Amc Entertainment Holdings, Inc.), Indenture (Amc Entertainment Holdings, Inc.), Indenture (Amc Entertainment Holdings, Inc.)
Release of Collateral. (aA) Each Lender Subject to clauses (including in its B) and (C) below, the liens on the Collateral will be automatically released with respect to the Notes and the Guarantees without further action by the Collateral Agent, the Trustee, or the Required Holders or any of its Affiliate’s capacities as a potential Hedge Bank or Cash Management Bank), the Swingline Lenderother Holder, and the Issuing Bank hereby irrevocably authorize Trustee and/or the Administrative AgentCollateral Agent (subject to its receipt of an Officer’s Certificate and Opinion of Counsel) shall execute documents evidencing such release reasonably requested by the Company, at is option the Company’s sole cost and discretionexpense, under one or more of the following circumstances:
(i) to release any Lien on any Collateral granted to or held by the Administrative Agent, for the benefit of the Secured Parties, under any Loan Document in whole upon:
(A1) upon the termination of the Revolving Commitments and payment in full in cash of the principal of, together with accrued and unpaid interest on, the Notes and all Secured other Note Obligations (other than (1) contingent indemnification obligations indemnities and cost and reimbursement obligations, in each case, to the extent no claim has been made);
(2) obligations the satisfaction and liabilities discharge of this Indenture or following the completion of a discharge, in each case, as set forth under Secured Cash Management Agreements Article 9 hereof;
(3) the conversion in full of all outstanding Notes into equity; or
(4) the Company exercising its Legal Defeasance or Secured Hedge Agreements Covenant Defeasance options as provided for under Section 14.02 hereof;
(ii) in part, as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been madeany property that (a) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the Issuing Bank shall have been made)is sold, (B) that is sold transferred or otherwise disposed of by the Company or a Guarantor (other than to be sold the Company or a Guarantor) in a transaction permitted under Section 3.12 or otherwise disposed permitted by this Indenture and the other Note Documents or (b) is owned or at any time acquired by a Guarantor that has been released from its Guarantee in accordance with the terms of this Indenture, concurrently with the release of such Guarantee;
(iii) in part, with the consent of Required Holders and each affected holder, as part of or in connection with any sale or other disposition permitted under the Loan Documents to a Person that is not a Loan Party, (C) if approved, authorized or ratified in writing applicable and in accordance with Section 10.28.02 of this Indenture, including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes;
(Div) in part, as to the extent such asset constitutes an property that becomes Excluded Asset Assets (as defined in the Security Agreement); and
(v) or (E) if in part, that is otherwise released in accordance with the property applicable provisions of the Collateral Documents, but subject to such Lien is owned by a Guarantorany restrictions thereon set forth in this Indenture.
(B) With respect to any release of Collateral, upon receipt of an Officer’s Certificate and Opinion of Counsel each stating that all conditions precedent under this Indenture and the Collateral Documents, if any, to such release of such Guarantor from its obligations under have been complied with and that it is proper for the Subsidiary Guaranty Agreement pursuant Trustee or the Collateral Agent, as applicable, to clause (iii) below;
(ii) to subordinate any Lien on any Collateral granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien permitted pursuant to Section 7.2(b); or
(iii) to release any Guarantor from its obligations under any Loan Documents if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted under the Loan Documents. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to this Section 9.9. In each case as specified in this Section 9.9, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party documents requested by the Company and the Guarantors in connection with such documents release, and any instruments of termination, satisfaction or release prepared by the Company, the Trustee or the Collateral Agent, as applicable, shall execute, deliver or acknowledge (at the Company’s sole expense) such Loan Party may reasonably request instruments or releases to evidence the release of such item of any Collateral from the assignment and security interest granted under the Security Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Subsidiary Guaranty Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.9. In the case of any such sale, transfer or disposal of any property constituting Collateral in a transaction constituting an Disposition permitted pursuant to Section 7.6 to a Person that is not a Loan Party, the Liens created by any of the Security Documents on such property shall be automatically released without need for further action by any Person.
(b) Each Lender, the Swingline Lender, and the Issuing Bank hereby directs the Administrative Agent, at the sole cost and expense of the Borrower, to execute and deliver or file or authorize the filing of such termination, partial release statements, mortgage releases or other instruments evidencing release of a Lien, and do such other things as are necessary to release Liens to be released pursuant to this Section 9.9 promptly upon Indenture or the effectiveness of Collateral Documents, without recourse, representation or warranty by the Trustee or the Collateral Agent. Neither the Trustee nor the Collateral Agent shall be liable for any such release. Upon request by release undertaken in reliance upon any such Officer’s Certificate and Opinion of Counsel, and notwithstanding any term hereof or in any Collateral Document to the Administrative Agent at any timecontrary, the LendersTrustee and Collateral Agent shall not be under any obligation to release any such Lien and security interest, the Swingline Lenderor execute and deliver any such instrument of release, satisfaction or termination, unless and until it receives such Officer’s Certificate and Opinion of Counsel.
(C) At any time when a Default or Event of Default has occurred and is continuing and the Issuing Bank will confirm in writing maturity of the Administrative Agent’s authority to Notes has been accelerated (whether by declaration or otherwise), no release particular types or items of Collateral pursuant to the provisions of this Section 9.9Indenture or the Collateral Documents shall be effective as against the Holders, except as otherwise provided in the Collateral Documents.
(c) The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to any Secured Party for any failure to monitor or maintain any portion of the Collateral.
Appears in 3 contracts
Sources: Indenture (Beauty Health Co), Indenture (Beauty Health Co), Exchange Agreement (Beauty Health Co)
Release of Collateral. (a) Each Lender (including in its or any of its Affiliate’s capacities as a potential Hedge Bank or Cash Management Bank), the Swingline Lender, and the Issuing Bank hereby The Lenders irrevocably authorize the Administrative Agent, at is option Agents (and discretion:the Agents agree):
(ia) to release any Lien on any Collateral property granted to or held by the Collateral Agent or the Administrative Agent, for the benefit of the Secured Parties, Agent under any Loan Document (Aw) upon the termination of Termination Date (and, concurrently therewith, to release all the Revolving Commitments and payment in full in cash of all Secured Obligations Loan Parties from their obligations under the Loan Documents (other than (1) contingent indemnification obligations and (2) obligations and liabilities under Secured Cash Management Agreements or Secured Hedge Agreements as to which arrangements satisfactory to those that specifically survive the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the Issuing Bank shall have been madeTermination Date)), (Bx) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale permitted hereunder or under any other disposition permitted under the Loan Documents Document to a any Person that is not other than a Loan Party, (Cy) subject to Section 9.08, if approved, authorized or ratified in writing in accordance with Section 10.2by the Required Lenders, (D) to the extent such asset constitutes an Excluded Asset (as defined in the Security Agreement) or (Ez) if the property subject to such Lien is owned by a Guarantor, Subsidiary Guarantor upon release of such Guarantor from its obligations under the Subsidiary its Guaranty Agreement pursuant to clause (iiic) below;
(iib) at the request of the Borrower, to subordinate any Lien on any Collateral property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted pursuant to Section 7.2(bby clauses (f), (h) and (t) of the definition of Permitted Liens; orand
(iiic) to release any Subsidiary Guarantor from its obligations under any Loan Documents Document to which it is a party if such Person ceases to be a Restricted Subsidiary as a result of a transaction or designation permitted under hereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of the Loan DocumentsSpecified Senior Indebtedness, any Junior Financing and any Refinancing Indebtedness in respect thereof unless and until such Guarantor is (or is being simultaneously) released from its guarantee with respect to the Specified Senior Indebtedness, such Junior Financing and any Refinancing Indebtedness in respect thereof. Upon request by the Administrative any Agent at any time, the Required Lenders will confirm in writing the Administrative such Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty Agreement Loan Documents pursuant to this Section 9.99.18. In each case as specified in this Section 9.99.18, the Administrative relevant Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Documents or to subordinate its interest in such itemLoan Documents, or to release such Guarantor Loan Party from its obligations under the Subsidiary Guaranty AgreementLoan Documents, in each case case, in accordance with the terms of the Loan Documents and this Section 9.9. In the case of any such sale, transfer or disposal of any property constituting Collateral in a transaction constituting an Disposition permitted pursuant to Section 7.6 to a Person that is not a Loan Party, the Liens created by any of the Security Documents on such property shall be automatically released without need for further action by any Person9.18.
(b) Each Lender, the Swingline Lender, and the Issuing Bank hereby directs the Administrative Agent, at the sole cost and expense of the Borrower, to execute and deliver or file or authorize the filing of such termination, partial release statements, mortgage releases or other instruments evidencing release of a Lien, and do such other things as are necessary to release Liens to be released pursuant to this Section 9.9 promptly upon the effectiveness of any such release. Upon request by the Administrative Agent at any time, the Lenders, the Swingline Lender, and the Issuing Bank will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.9.
(c) The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to any Secured Party for any failure to monitor or maintain any portion of the Collateral.
Appears in 3 contracts
Sources: Term Loan Agreement (CDW Finance Corp), Term Loan Agreement (CDW Corp), Term Loan Agreement (CDW Finance Corp)
Release of Collateral. (a) Each Lender (including in its or any of its Affiliate’s capacities as a potential Hedge Bank or Cash Management Bank), the Swingline Lender, and the Issuing Bank hereby The Lenders irrevocably authorize the Administrative Agent, at is option Agents (and discretion:the Agents agree):
(ia) to release any Lien on any Collateral property granted to or held by the Collateral Agent or the Administrative Agent, for the benefit of the Secured Parties, Agent under any Loan Document (Aw) upon the termination of Termination Date (and, concurrently therewith, to release all the Revolving Commitments and payment in full in cash of all Secured Obligations Loan Parties from their obligations under the Loan Documents (other than (1) contingent indemnification obligations and (2) obligations and liabilities under Secured Cash Management Agreements or Secured Hedge Agreements as to which arrangements satisfactory to those that specifically survive the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the Issuing Bank shall have been madeTermination Date)), (Bx) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale permitted hereunder or under any other disposition permitted under the Loan Documents Document to a any Person that is not other than a Loan Party, (Cy) subject to Section 9.08, if approved, authorized or ratified in writing in accordance with Section 10.2by the Required Lenders, (D) to the extent such asset constitutes an Excluded Asset (as defined in the Security Agreement) or (Ez) if the property subject to such Lien is owned by a Guarantor, Subsidiary Guarantor upon release of such Guarantor from its obligations under the Subsidiary its Guaranty Agreement pursuant to clause (iiic) below;
(iib) at the request of the Borrower, to subordinate any Lien on any Collateral property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted pursuant to Section 7.2(bby clauses (f), (h) and (t) of the definition of Permitted Liens; orand
(iiic) to release any Subsidiary Guarantor from its obligations under any Loan Documents Document to which it is a party if such Person ceases to be a Restricted Subsidiary subsidiary as a result of a transaction or designation permitted under hereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of the Loan DocumentsSenior Notes, any Junior Financing and any Refinancing Indebtedness in respect thereof unless and until such Guarantor is (or is being simultaneously) released from its guarantee with respect to the Senior Notes, such Junior Financing and any Refinancing Indebtedness in respect thereof. Upon request by the Administrative any Agent at any time, the Required Lenders will confirm in writing the Administrative such Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty Agreement Loan Documents pursuant to this Section 9.99.19. In each case as specified in this Section 9.99.19, the Administrative relevant Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Documents or to subordinate its interest in such itemLoan Documents, or to release such Guarantor Loan Party from its obligations under the Subsidiary Guaranty AgreementLoan Documents, in each case case, in accordance with the terms of the Loan Documents and this Section 9.9. In the case of any such sale, transfer or disposal of any property constituting Collateral in a transaction constituting an Disposition permitted pursuant to Section 7.6 to a Person that is not a Loan Party, the Liens created by any of the Security Documents on such property shall be automatically released without need for further action by any Person9.19.
(b) Each Lender, the Swingline Lender, and the Issuing Bank hereby directs the Administrative Agent, at the sole cost and expense of the Borrower, to execute and deliver or file or authorize the filing of such termination, partial release statements, mortgage releases or other instruments evidencing release of a Lien, and do such other things as are necessary to release Liens to be released pursuant to this Section 9.9 promptly upon the effectiveness of any such release. Upon request by the Administrative Agent at any time, the Lenders, the Swingline Lender, and the Issuing Bank will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.9.
(c) The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to any Secured Party for any failure to monitor or maintain any portion of the Collateral.
Appears in 2 contracts
Sources: Term Loan Agreement (CDW Corp), Term Loan Agreement (CDW Corp)
Release of Collateral. At any time when any Loan Receivable shall (i) be pledged to a third party pursuant to an Alternate Transaction permitted by Section 7.05 of the Credit Agreement or (ii) otherwise not be identified as being included in the Borrowing Base on the most recent Borrowing Base Certificate delivered to the Administrative Agent under the Credit Agreement, and therefore be deemed Excluded Property, such Loan Receivable (and its related General Intangibles, Instruments, Supporting Obligations and Proceeds) shall be released from the Lien created hereby and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Secured Party and the Grantor to which such Loan Receivable is attributable hereunder shall terminate (with respect to such Loan Receivable), all without delivery of any instrument or performance of any act by any party, and all rights to such Loan Receivable shall revert to its respective Grantor. At the request and sole expense of any Grantor following any such automatic release and termination, the Secured Party shall execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. At the request of the Secured Party at any time and from time to time, each Grantor shall provide to the Secured Party the supporting documentation for the most recent Borrowing Base Certificate, and such information shall be made available to the Administrative Agent upon its written request. In witness whereof, each of the undersigned has caused this Security Agreement to be duly executed and delivered as of the date first above written. By: Name: Title: Accepted and Agreed as of the date first above written: Name: Title:
1. Each of AGFC, the Borrower and each Subsidiary Guarantor is duly organized and validly existing under the laws of its state of organization or formation and is in good standing.
2. The execution, delivery and performance of each of the Loan Documents to be entered into by each Loan Party and the transactions contemplated thereby (including, in the case of Borrower, the borrowing of Loans) are within such Loan Party’s powers and have been duly authorized by all necessary action on the part of such Loan Party. Each Loan Document has been duly executed and delivered by each Loan Party which is a party to it.
3. The execution, delivery and performance of each of the Loan Documents and consummation of the transactions contemplated thereby (including the borrowing of Loans) (a) Each Lender (including in its do not require any consent or approval of, registration or filing with, or any of its Affiliate’s capacities as a potential Hedge Bank or Cash Management Bank)other action by, the Swingline Lenderany Governmental Authority, and the Issuing Bank hereby irrevocably authorize the Administrative Agent, at is option and discretion:
except (i) such as have been obtained or made and are in full force and effect and (ii) filings necessary to release any Lien on any Collateral granted to or held perfect Liens created by the Administrative AgentLoan Documents, (b) will not violate the Organization Documents of any Loan Party and (c) will not violate any law, statute, rule or regulation or any judgment, decree or order of any Governmental Authority known to us to be applicable to any Loan Party (other than state and federal securities laws and “blue sky” laws.
4. The Financing Statement in in proper form for filing in the Office of Secretary of State of the State of Indiana, and upon the filing in such office, the security interest created by the Pledge Agreement on the Pledged Collateral (as such term is defined in the Pledge Agreement) in favor of the Collateral Agent for the benefit of the Secured Parties, Parties will be duly perfected to the extent that the filing of a financing statement under any the provisions of the UCC is effective to perfect a security interest in such Pledged Collateral.
1. Each Loan Document (A) upon constitutes the termination legal, valid and binding obligation of the Revolving Commitments and payment in full in cash of all Secured Obligations (other than (1) contingent indemnification obligations and (2) obligations and liabilities under Secured Cash Management Agreements or Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the Issuing Bank shall have been made), (B) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted under the Loan Documents to a Person that is not a such Loan Party, (C) if approved, authorized or ratified in writing enforceable against each such Loan Party in accordance with Section 10.2its terms, (D) subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. 8 Capitalized terms used and not defined herein are used with the extent meanings assigned to such asset constitutes an Excluded Asset (as defined terms in the Security Credit Agreement) or (E) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to clause (iii) below;
(ii) to subordinate any Lien on any Collateral granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien permitted pursuant to Section 7.2(b); or
(iii) to release any Guarantor from its obligations under any Loan Documents if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted under the Loan Documents. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to this Section 9.9. In each case as specified in this Section 9.9, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Subsidiary Guaranty Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.9. In the case of any such sale, transfer or disposal of any property constituting Collateral in a transaction constituting an Disposition permitted pursuant to Section 7.6 to a Person that is not a Loan Party, the Liens created by any of the Security Documents on such property shall be automatically released without need for further action by any Person.
(b) Each Lender, the Swingline Lender, and the Issuing Bank hereby directs the Administrative Agent, at the sole cost and expense of the Borrower, to execute and deliver or file or authorize the filing of such termination, partial release statements, mortgage releases or other instruments evidencing release of a Lien, and do such other things as are necessary to release Liens to be released pursuant to this Section 9.9 promptly upon the effectiveness of any such release. Upon request by the Administrative Agent at any time, the Lenders, the Swingline Lender, and the Issuing Bank will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.9.
(c) The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to any Secured Party for any failure to monitor or maintain any portion of the Collateral.
Appears in 2 contracts
Sources: Credit Agreement (American General Finance Corp), Credit Agreement (American General Finance Inc)
Release of Collateral. (a) Each Lender (including in its or any of its Affiliate’s capacities as a potential Hedge Bank or Cash Management Bank), the Swingline Lender, Lenders and the Issuing Bank LC Issuer hereby irrevocably authorize the Administrative Agent, at is its option and in its discretion:
(i) , to release any Lien on any Collateral granted to or held by Agent upon any Property covered by the Administrative Agent, for the benefit of the Secured Parties, under any Loan Document Security Documents: (Ai) upon the termination of the Revolving Commitments and payment in full in cash and satisfaction of all Secured Obligations (other than exclusive of any contingent obligations for indemnification for which Agent has not then given notice of a claim thereof against Borrowers); (1ii) contingent indemnification obligations and (2) obligations and liabilities under Secured Cash Management Agreements or Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the Issuing Bank shall have been made), (B) that is constituting Property being sold or otherwise disposed of or to be sold or otherwise disposed of as part permitted under this Agreement if Borrowers certify to Agent that the sale or disposition is made in compliance with the provisions of this Agreement (and Agent may rely in good faith conclusively on any such certificate, without further inquiry); (iii) constituting Property leased to a Borrower under a lease which has expired or been terminated in connection with 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; (iv) as required to effect any sale or other disposition permitted under of any Loan Collateral in connection with any exercise of remedies of Agent and Lenders pursuant to the Loan Documents Documents; (v) constituting Property in which neither any Borrower nor any of its Subsidiaries or Affiliates thereof has, at any time, during the term of this Agreement owned any interest; (vi) owned by or leased to any Borrower or any of its Subsidiary which is subject to a Person that purchase money security interest or which is not the subject of a Loan PartyCapital Lease, (C) if approvedin either case, authorized or ratified in writing in accordance with Section 10.2, (D) to the extent such asset constitutes an Excluded Asset (as defined in the Security Agreement) or (E) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to clause (iii) below;
(ii) to subordinate any Lien on any Collateral granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien permitted entered into pursuant to Section 7.2(b8.11; or (vii) as otherwise authorized by the Requisite Lenders subject to Section 12.4(a); or
(iii) to release any Guarantor from its obligations under any Loan Documents if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted under the Loan Documents. Upon request by the Administrative Agent at any time, the Required Lenders each Lender will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to this Section 9.9. In each case as specified in this Section 9.9, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Subsidiary Guaranty Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.9. In the case of any such sale, transfer or disposal of any property constituting Collateral in a transaction constituting an Disposition permitted pursuant to Section 7.6 to a Person that is not a Loan Party, the Liens created by any of the Security Documents on such property shall be automatically released without need for further action by any Person.
(b) Each Lender, the Swingline Lender, and the Issuing Bank hereby directs the Administrative Agent, at the sole cost and expense of the Borrower, to execute and deliver or file or authorize the filing of such termination, partial release statements, mortgage releases or other instruments evidencing release of a Lien, and do such other things as are necessary to release Liens to be released pursuant to this Section 9.9 promptly upon the effectiveness of any such release. Upon request by the Administrative Agent at any time, the Lenders, the Swingline Lender, and the Issuing Bank will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral Property covered by the Security Documents pursuant to this Section 9.910.4(a).
(c) The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to any Secured Party for any failure to monitor or maintain any portion of the Collateral.
Appears in 2 contracts
Sources: Credit Agreement (Industrial Services of America Inc /Fl), Credit Agreement (Industrial Services of America Inc /Fl)
Release of Collateral. Each Lender hereby consents to the release and hereby directs Agent to release (or in the case of clause (b)(ii) below, release or subordinate) the following:
(a) Each Lender any Guarantor if all of the stock of such Subsidiary owned by any Loan Party is sold or transferred in a transaction permitted under the Loan Documents (including in its pursuant to a valid waiver or any of its Affiliate’s capacities as a potential Hedge Bank or Cash Management Bankconsent), the Swingline Lender, and the Issuing Bank hereby irrevocably authorize the Administrative Agent, at is option and discretion:; and
(ib) to release any Lien on any Collateral granted to or held by the Administrative Agent, Agent for the benefit of the Secured Parties, under Parties against (i) any Collateral that is sold or otherwise disposed of by any Loan Document Party in a transaction permitted by the Loan Documents (including pursuant to a valid waiver or consent and including any Lien granted by any Loan Party which is a Subsidiary of any Loan Party the stock of which has been transferred to a third party), (ii) any Collateral subject to a Lien that is expressly permitted under clause (c) of the definition of the term “Permitted Lien” and (iii) all of the Collateral and any Loan Party, upon (A) upon the termination of all of the Revolving Term Loan Commitments (which Term Loan Commitments shall be terminable on 5 Business Days’ notice from the Parent to the Agent and shall automatically terminate following the drawing of the Term Loans to which they relate or expiration of the Second Draw Period), (B) the payment in full in cash of all Secured of the Obligations (other than (1) contingent indemnification inchoate indemnity obligations and (2) obligations and liabilities under Secured Cash Management Agreements or Secured Hedge Agreements as to for which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the Issuing Bank shall have no claim has been made), (B) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted under the Loan Documents to a Person that is not a Loan Party, and (C) if approved, authorized or ratified in writing in accordance with Section 10.2, (D) to the extent such asset constitutes an Excluded Asset reasonably requested by Agent, receipt by Agent and Lenders of liability releases from any Loan Party in form and substance reasonably acceptable to Agent (as defined the satisfaction of the conditions in the Security Agreement) or (E) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to this clause (iii) below;
(ii) to subordinate any Lien and the date on any Collateral granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien permitted pursuant to Section 7.2(b); or
(iii) to release any Guarantor from its obligations under any Loan Documents if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted under the Loan Documents. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to this Section 9.9. In each case as specified in this Section 9.9, 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 which the release of such item of all Collateral from the assignment and security interest granted under the Security Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Subsidiary Guaranty Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.9. In the case of any such sale, transfer or disposal of any property constituting Collateral in a transaction constituting an Disposition permitted pursuant to Section 7.6 to a Person that is not a Loan PartyParty has occurred, the Liens created by any of the Security Documents on such property shall be automatically released without need for further action by any Person“Termination Date”).
(b) Each Lender, the Swingline Lender, and the Issuing Bank hereby directs the Administrative Agent, at the sole cost and expense of the Borrower, to execute and deliver or file or authorize the filing of such termination, partial release statements, mortgage releases or other instruments evidencing release of a Lien, and do such other things as are necessary to release Liens to be released pursuant to this Section 9.9 promptly upon the effectiveness of any such release. Upon request by the Administrative Agent at any time, the Lenders, the Swingline Lender, and the Issuing Bank will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.9.
(c) The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to any Secured Party for any failure to monitor or maintain any portion of the Collateral.
Appears in 2 contracts
Sources: Loan and Security Agreement (LumiraDx LTD), Loan and Security Agreement (LumiraDx LTD)
Release of Collateral. (a) Each Lender (including in its or any of its Affiliate’s capacities as a potential Hedge Bank or Cash Management Bank), the Swingline Lender, and the Issuing Bank hereby The Lenders irrevocably authorize the Administrative Agent, at is option Agents (and discretion:the Agents agree):
(i) to release any Lien on any Collateral property granted to or held by the Collateral Agent or the Administrative Agent, for the benefit of the Secured Parties, Agent under any Loan Document (Aw) upon the termination of Termination Date (and, concurrently therewith, to release all the Revolving Commitments and payment in full in cash of all Secured Obligations Loan Parties from their obligations under the Loan Documents (other than (1) contingent indemnification obligations and (2) obligations and liabilities under Secured Cash Management Agreements or Secured Hedge Agreements as to which arrangements satisfactory to those that specifically survive the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the Issuing Bank shall have been madeTermination Date)), (Bx) that is sold (or otherwise disposed of of) or to be sold (or otherwise disposed of of) as part of or in connection with any sale or other disposition permitted hereunder or under the any other Loan Documents Document to a any Person that is not other than a Loan Party (it being understood that the Lien on the assets of any transferee Loan Party shall only secure such Loan Party’s Obligations), (Cy) subject to Section 9.08, if approved, authorized or ratified in writing in accordance with Section 10.2by the Required Lenders, (D) to the extent such asset constitutes an Excluded Asset (as defined in the Security Agreement) or (Ez) if the property subject to such Lien is owned by a Guarantor, Subsidiary Guarantor upon release of such Guarantor from its obligations under the Subsidiary Guaranty its Guarantee and Collateral Agreement pursuant to clause (iii) below;
(ii) at the request of the Borrower, to subordinate any Lien on any Collateral 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 pursuant to Section 7.2(bby paragraphs (a); or, (d), (e), (f), (h), (i), (l), (p), (q), (r), (s), (t), (w), (y), (z) and (dd) of the definition of Permitted Liens;
(iii) to release any Subsidiary Guarantor from its obligations under any Loan Documents Document to which it is a party if such Person ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary as a result of a transaction or designation permitted hereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of the HCM 2021 Notes, any Junior Lien Financing, any Permitted First Priority Incremental Equivalent Debt, any Permitted First Priority Refinancing Debt, any Permitted Unsecured Refinancing Indebtedness, any Subordinated Financing or any Refinancing Indebtedness in respect of any of the foregoing Indebtedness which, in each case, constitutes Material Indebtedness unless and until such Guarantor is (or is being simultaneously) released from its guarantee with respect to the applicable Indebtedness described above; provided, further, that the release of any Subsidiary Guarantor from its obligations under the Loan Documents. Guarantee and Collateral Agreement if such Subsidiary Guarantor becomes an Excluded Subsidiary of the type described in paragraph (ii) of the definition thereof shall only be permitted if at the time such Subsidiary Guarantor becomes an Excluded Subsidiary of such type (1) no Event of Default exists or would occur as a result thereof, (2) after giving pro forma effect to such release and the consummation of the transaction that causes such Person to be an Excluded Subsidiary of such type, the Borrower is deemed to have made a new Investment in such Person for purposes of Section 6.03 (as if such Person were then newly acquired) in an amount equal to the portion of the fair market value of the net assets of such Person attributable to the Borrower’s equity interest therein as reasonably estimated by the Borrower and such Investment is permitted pursuant to Section 6.03 at such time and (3) a Responsible Officer of the Borrower certifies to the Administrative Agent compliance with preceding clauses (1) and (2));
(iv) to enter into (x) each Intercreditor Agreement described in the definition thereof and (y) the intercreditor arrangements contemplated by the definitions of “Receivable Facility” and Sections 2.26 and 2.28; and
(v) (A) to release the previously pledged Capital Stock of certain Foreign Subsidiaries to allow for the contribution of such Capital Stock pursuant to paragraph (c) of the definition of Foreign Restructuring Transaction and (B) to make such technical modifications to this Agreement as may be necessary in the good faith judgment of the Administrative Agent to more accurately reflect the components of the Foreign Restructuring Transaction (without the further consent of the Required Lenders).
(b) Upon request by the Administrative any Agent at any time, the Required Lenders will confirm in writing the Administrative such Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty Agreement Loan Documents or enter into intercreditor agreements, in each case pursuant to this Section 9.99.17. In each case as specified in this Section 9.99.17, the Administrative relevant 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 or subordination of such item of Collateral from the assignment and security interest granted under the Security Documents or to subordinate its interest in such itemLoan Documents, or to release such Guarantor Loan Party from its obligations under the Subsidiary Guaranty AgreementLoan Documents, in each case case, in accordance with the terms of the Loan Documents or to enter into intercreditor arrangements, in each case, and this Section 9.9. In the case of any such sale, transfer or disposal of any property constituting Collateral in a transaction constituting an Disposition permitted pursuant to Section 7.6 to a Person that is not a Loan Party, the Liens created by any of the Security Documents on such property shall be automatically released without need for further action by any Person9.17.
(b) Each Lender, the Swingline Lender, and the Issuing Bank hereby directs the Administrative Agent, at the sole cost and expense of the Borrower, to execute and deliver or file or authorize the filing of such termination, partial release statements, mortgage releases or other instruments evidencing release of a Lien, and do such other things as are necessary to release Liens to be released pursuant to this Section 9.9 promptly upon the effectiveness of any such release. Upon request by the Administrative Agent at any time, the Lenders, the Swingline Lender, and the Issuing Bank will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.9.
(c) The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to any Secured Party for any failure to monitor or maintain any portion of the Collateral.
Appears in 2 contracts
Sources: Credit Agreement (Ceridian HCM Holding Inc.), Credit Agreement (Ceridian HCM Holding Inc.)
Release of Collateral. (a) Each Lender (including in its or any of its Affiliate’s capacities as a potential Hedge Bank or Cash Management BankSubject to Section 13.03(b), the Swingline LenderLiens securing the Notes may be released at any time or from time to time in accordance with the provisions of the Collateral Documents, the Intercreditor Agreements and this Indenture, and, notwithstanding anything to the contrary in any Notes Document, will be automatically released, and the Issuing Bank hereby irrevocably authorize Trustee (subject to its receipt of an Officer’s Certificate and Opinion of Counsel as provided below) shall execute documents evidencing such release, or instruct the Administrative AgentNotes Collateral Agent to execute, as applicable, the same at is option the Issuers’ sole cost and discretionexpense, under one or more of the following circumstances:
(i) to release any Lien on any Collateral granted to or held by the Administrative Agent, for the benefit of the Secured Parties, under any Loan Document in whole upon:
(A) upon the termination of the Revolving Commitments and payment in full in cash of the principal of, together with accrued and unpaid interest on, the Notes and all Secured Obligations other obligations (other than (1) contingent indemnification indemnity obligations and (2) obligations and liabilities under Secured Cash Management Agreements or Secured Hedge Agreements as to for which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have no demand has been made) under this Indenture, the Guarantees under this Indenture and the expiration Collateral Documents that are due and payable at or termination prior to the time such principal, together with accrued and unpaid interest, is paid;
(B) all then outstanding Notes being cancelled in full by the Trustee pursuant to the terms of all Letters this Indenture;
(C) satisfaction and discharge of Credit this Indenture as set forth under Article 11; or
(other than Letters D) a Legal Defeasance or Covenant Defeasance of Credit this Indenture as set forth under Article 8;
(ii) in whole or in part, with the consent of Holders of the Notes in accordance with Article 9 of this Indenture; or
(iii) in part, as to which other arrangements satisfactory to the Administrative Agent and the Issuing Bank shall have been made), any asset constituting Collateral:
(BA) that is sold or otherwise disposed of by the Issuers or any Guarantor to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted under the Loan Documents to a Person that is not the Luxembourg Issuer, the U.S. Issuer or a Loan Party, (C) if approved, authorized or ratified Guarantor in writing in accordance with Section 10.2, (D) to a transaction not prohibited by this Indenture at the extent such asset constitutes an Excluded Asset (as defined in the Security Agreement) or (E) if the property subject to such Lien is owned by a Guarantor, upon release time of such Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to clause (iii) below;
(ii) to subordinate any Lien on any Collateral granted to transfer or held by the Administrative Agent under any Loan Document to the holder of any Lien permitted pursuant to Section 7.2(b); or
(iii) to release any Guarantor from its obligations under any Loan Documents if such Person ceases to be a Restricted Subsidiary disposition, including, without limitation, as a result of a transaction of the type permitted under the Loan Documents. Upon request by the Administrative Agent under
(B) that is owned or at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any time acquired by a Guarantor that has been released from its obligations under Guarantee, concurrently with the Subsidiary Guaranty Agreement pursuant release of such Guarantee, in accordance with Section 10.06;
(C) in the case of Collateral comprised of property leased to the Issuers or a Guarantor, upon termination or expiration of such lease; 165
(D) in the case of Collateral that is Capital Stock, upon the dissolution or liquidation of the issuer of that Capital Stock that is not prohibited by this Section 9.9. In each case as specified Indenture;
(E) that becomes an “Excluded Asset” or that becomes subject to certain Permitted Liens; or
(F) that is otherwise released in accordance with the applicable provisions of the Collateral Documents and the Intercreditor Agreements, but subject to any restrictions thereon set forth in this Section 9.9Indenture or the Intercreditor Agreements;
(b) With respect to any release of Collateral, upon receipt of an Officer’s Certificate and an Opinion of Counsel each stating that all conditions precedent under this Indenture and the Administrative Collateral Documents and the Intercreditor Agreements, as applicable, to such release have been met and that it is proper for the Trustee or Notes Collateral Agent will, at the Borrower’s expense, to execute and deliver to the applicable Loan Party documents requested by the Issuers in connection with such documents as release, and any instruments of termination, satisfaction, discharge or release prepared by the Issuers, the Trustee shall, or shall cause the Notes Collateral Agent to, execute, deliver or acknowledge (at the Issuers’ expense) such Loan Party may reasonably request instruments or releases to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Subsidiary Guaranty Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.9. In the case discharge of any such sale, transfer or disposal of any property constituting Collateral in a transaction constituting an Disposition permitted pursuant to Section 7.6 to a Person that is not a Loan Party, the Liens created by any of the Security Documents on such property shall be automatically released without need for further action by any Person.
(b) Each Lender, the Swingline Lender, and the Issuing Bank hereby directs the Administrative Agent, at the sole cost and expense of the Borrower, to execute and deliver or file or authorize the filing of such termination, partial release statements, mortgage releases or other instruments evidencing release of a Lien, and do such other things as are necessary to release Liens to be released pursuant to this Section 9.9 promptly upon Indenture or the effectiveness of Collateral Documents or the Intercreditor Agreements. Neither the Trustee nor the Notes Collateral Agent shall be liable for any such release. Upon request by release undertaken in reliance upon any such Officer’s Certificate or Opinion of Counsel, and notwithstanding any term hereof or in any Collateral Document or in the Administrative Agent at any timeIntercreditor Agreements to the contrary, the Lenders, the Swingline Lender, Trustee and the Issuing Bank will confirm in writing the Administrative Agent’s authority to release particular types or items of Notes Collateral pursuant to this Section 9.9.
(c) The Administrative Agent shall not be responsible for or have a duty under any obligation to ascertain or inquire into release any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s such Lien thereonand security interest, or execute and deliver any certificate prepared by any Loan Party in connection therewithsuch instrument of release, nor shall the Administrative Agent be responsible satisfaction, discharge or liable to any Secured Party for any failure to monitor or maintain any portion termination, unless and until it receives such Officer’s Certificate and Opinion of the CollateralCounsel.
Appears in 2 contracts
Release of Collateral. Upon any sale, transfer, or disposition of Collateral which is expressly permitted pursuant to the Loan Documents (or is otherwise authorized by Required Lenders or Lenders, as the case may be), and upon ten (10) Business Days' prior written request by Borrower (which request must be accompanied by true and correct copies of (a) Each Lender all documents of transfer or disposition, including any contract of sale, (including in its or any of its Affiliate’s capacities as b) a potential Hedge Bank or Cash Management Bank)preliminary closing statement and instructions to the title company, the Swingline Lenderif any, and the Issuing Bank (c) all requested release instruments, Administrative Agent shall (and is hereby irrevocably authorize the Administrative Agent, at is option and discretion:
(i) to release any Lien on any Collateral granted to or held authorized by the Administrative Agent, for the benefit of the Secured Parties, under any Loan Document (ALenders to) upon the termination of the Revolving Commitments and payment in full in cash of all Secured Obligations (other than (1) contingent indemnification obligations and (2) obligations and liabilities under Secured Cash Management Agreements or Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the Issuing Bank shall have been made), (B) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted under the Loan Documents to a Person that is not a Loan Party, (C) if approved, authorized or ratified in writing in accordance with Section 10.2, (D) to the extent such asset constitutes an Excluded Asset (as defined in the Security Agreement) or (E) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to clause (iii) below;
(ii) to subordinate any Lien on any Collateral granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien permitted pursuant to Section 7.2(b); or
(iii) to release any Guarantor from its obligations under any Loan Documents if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted under the Loan Documents. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to this Section 9.9. In each case as specified in this Section 9.9, 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 be necessary to evidence the release of such item liens granted to Administrative Agent for the benefit of Collateral from the assignment and security interest granted under the Security Documents or to subordinate its interest lenders pursuant hereto in such itemCollateral; provided that, (x) no such release of Lien shall be granted if any Default or Event of Default has occurred and is continuing, including, without limitation, the failure to release such Guarantor from its obligations under the Subsidiary Guaranty Agreement, in each case make certain mandatory prepayments in accordance with Section 3.3(a) in conjunction with the terms of the Loan Documents sale and this Section 9.9. In the case of any such sale, transfer or disposal of any property constituting Collateral in a transaction constituting an Disposition permitted pursuant to Section 7.6 to a Person that is not a Loan Party, the Liens created by any of the Security Documents on such property shall be automatically released without need for further action by any Person.
(b) Each Lender, the Swingline Lender, and the Issuing Bank hereby directs the Administrative Agent, at the sole cost and expense of the Borrower, to execute and deliver or file or authorize the filing of such termination, partial release statements, mortgage releases or other instruments evidencing release of a Lien, and do such other things as are necessary to release Liens to be released pursuant to this Section 9.9 promptly upon the effectiveness of any such release. Upon request by the Administrative Agent at any time, the Lenders, the Swingline Lender, and the Issuing Bank will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.9.
Collateral; (cy) The Administrative Agent shall not be responsible for required to execute any such document on terms which, in Administrative Agent's opinion, would expose Administrative Agent to liability or have a duty to ascertain create any obligation or inquire into entail any representation consequence, other than the release of such Liens without recourse or warranty regarding warranty; and (z) such release shall not in any manner discharge, affect, or impair the existenceObligations, value or collectability liens upon or obligations of Borrower or any Guarantor in respect of all interests retained by the CollateralBorrower and Guarantors, including, without limitation, the existenceproceeds of any sale, priority or perfection all of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor which shall the Administrative Agent be responsible or liable continue to any Secured Party for any failure to monitor or maintain any portion of the constitute Collateral.
Appears in 2 contracts
Sources: Loan Agreement (Prime Medical Services Inc /Tx/), Loan Agreement (Prime Medical Services Inc /Tx/)
Release of Collateral. (1) Subject to the terms of the applicable Secured Notes Supplemental Indenture, Collateral may be released from the lien and security interest created by the Security Documents to secure the Secured Notes Obligations at any time or from time to time in accordance with the provisions of the First Lien Intercreditor Agreement or as provided hereby or in the Security Documents. The applicable assets included in the Collateral shall be automatically released from the liens securing each series of Secured Notes, and the applicable Notes Guarantor shall be automatically released from its obligations under this Sixth Supplemental Indenture and the Security Documents, under any one or more of the following circumstances:
(a) Each Lender (including in its or respect of the property and assets of a Notes Guarantor, upon the consummation of any of its Affiliate’s capacities transaction permitted by the Indenture as a potential Hedge Bank or Cash Management Bank), the Swingline Lender, and the Issuing Bank hereby irrevocably authorize the Administrative Agent, at is option and discretion:
(i) result of which such Notes Guarantor ceases to release any Lien on any Collateral granted to or held by the Administrative Agent, for the benefit be a Subsidiary of the Secured Parties, under any Loan Document (A) upon the termination of the Revolving Commitments and payment in full in cash of all Secured Obligations (other than (1) contingent indemnification obligations and (2) obligations and liabilities under Secured Cash Management Agreements or Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the Issuing Bank shall have been made), (B) that is sold New Parent or otherwise disposed of or ceases to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted under the Loan Documents to a Person that is not a Loan Party, (C) if approved, authorized or ratified in writing in accordance with Section 10.2, (D) to the extent such asset constitutes an Excluded Asset Pledgor (as defined in the Security Collateral Agreement) or (E) if the property subject to ), and such Lien is owned by a Guarantor, upon release of such Notes Guarantor shall be automatically released from its obligations hereunder and under the Subsidiary Guaranty Agreement pursuant Security Documents, all without delivery of any instrument or performance of any act by any party, and all rights to clause (iii) belowthe Collateral shall revert to such Notes Guarantor;
(iib) to subordinate upon any Lien on sale or other transfer by the Company or any Notes Guarantor of any Collateral granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien permitted pursuant to Section 7.2(b); or
(iii) to release any Guarantor from its obligations under any Loan Documents if such Person ceases to be a Restricted Subsidiary as a result of a transaction that is permitted under the Loan Documents. Upon request by the Administrative Agent at Indenture to any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to this Section 9.9. In each case as specified in this Section 9.9, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Subsidiary Guaranty Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.9. In the case of any such sale, transfer or disposal of any property constituting Collateral in a transaction constituting an Disposition permitted pursuant to Section 7.6 to a Person that is not the Company or a Loan PartyNotes Guarantor (including in connection with a condemnation or casualty event), the Liens created by any of the Security Documents on such property shall be automatically released without need for further action by any Person.
(b) Each Lender, the Swingline Lender, and the Issuing Bank hereby directs the Administrative Agent, at the sole cost and expense of the Borrower, to execute and deliver or file or authorize the filing of such termination, partial release statements, mortgage releases or other instruments evidencing release of a Lien, and do such other things as are necessary to release Liens to be released pursuant to this Section 9.9 promptly upon the effectiveness of any such release. Upon request written consent to the release of the security interest granted by the Administrative Agent Collateral Agreement in any Collateral pursuant to the Indenture, the security interest in such Collateral securing the Secured Notes shall be automatically released, all without delivery of any instrument or performance of any act by any party;
(c) to enable the Company or any Notes Guarantor to consummate the disposition (other than any disposition to the Company or another Notes Guarantor) of such property or assets and to enable any release described in Section 5.15 of the Collateral Agreement;
(d) in respect of the property and assets of a Notes Guarantor, upon such Notes Guarantor becoming an Unrestricted Subsidiary or an Excluded Subsidiary, and such Notes Guarantor shall be automatically released from its obligations hereunder and under the Security Documents;
(e) in respect of the property and assets of a Notes Guarantor, upon the release or discharge of the pledge granted by such Notes Guarantor to secure the First Lien Credit Facility Obligations or any other indebtedness or the guarantee of any other indebtedness which resulted in the obligation to become a Notes Guarantor with respect to the Secured Notes;
(f) as described under Article IX of the Indenture; and
(g) in accordance with Article IV hereof. In addition, the security interests granted pursuant to the Security Documents securing the Secured Notes Obligations with respect to each series of Secured Notes shall automatically terminate and/or be released all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the applicable Pledgors as of the date upon (i) all Obligations under such series of Secured Notes and the Indenture (other than contingent or unliquidated obligations or liabilities not then due) have been paid in full in cash or immediately available funds or (ii) a legal defeasance or covenant defeasance or discharge under Article XI of the Indenture.
(2) Notwithstanding anything herein to the contrary, at any time, the Lenders, the Swingline Lender, time when an Event of Default has occurred and is continuing and the Issuing Bank will confirm in writing maturity of any series of Secured Notes has been accelerated (whether by declaration or otherwise) and the Administrative Trustee has delivered a notice of acceleration to the First Lien Collateral Agent’s authority to , no release particular types or items of Collateral pursuant to the provisions of this Section 9.9Sixth Supplemental Indenture or the Security Documents will be effective as against the Holders of such series of Secured Notes, except as otherwise provided in the First Lien Intercreditor Agreement.
(c3) The Administrative Agent To the extent necessary and for so long as required for any Subsidiary of the New Parent not to be subject to any requirement pursuant to Rule 3-16 of Regulation S-X under the Securities Act to file separate financial statements with the SEC (or any other governmental agency), the Capital Stock of such Subsidiary of the New Parent (the “Regulation S-X Excluded Collateral”) shall not be responsible for or have a duty included in the Collateral with respect to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of respective Secured Notes so affected and shall not be subject to the Collateral, liens securing such Secured Notes and the existence, priority or perfection of Secured Notes Obligations in accordance with and only to the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party extent provided in connection therewith, nor shall the Administrative Agent be responsible or liable to any Secured Party for any failure to monitor or maintain any portion of the CollateralSecurity Documents.
Appears in 2 contracts
Sources: Sixth Supplemental Indenture (ADT, Inc.), Sixth Supplemental Indenture (ADT, Inc.)
Release of Collateral. (1) Subject to the terms of the 2020 Notes Officer’s Certificate, Collateral may be released from the lien and security interest created by the Security Documents to secure the Secured Notes Obligations at any time or from time to time in accordance with the provisions of the First Lien Intercreditor Agreement or as provided hereby or in the Security Documents. The applicable assets included in the Collateral shall be automatically released from the liens securing the Secured Notes, and the applicable Notes Guarantor shall be automatically released from its obligations under this First Supplemental Indenture and the Security Documents, under any one or more of the following circumstances:
(a) Each Lender (including in its or respect of the property and assets of a Notes Guarantor, upon the consummation of any of its Affiliate’s capacities transaction permitted by the Indenture as a potential Hedge Bank or Cash Management Bank), the Swingline Lender, and the Issuing Bank hereby irrevocably authorize the Administrative Agent, at is option and discretion:
(i) result of which such Notes Guarantor ceases to release any Lien on any Collateral granted to or held by the Administrative Agent, for the benefit be a Subsidiary of the Secured Parties, under any Loan Document (A) upon the termination of the Revolving Commitments and payment in full in cash of all Secured Obligations (other than (1) contingent indemnification obligations and (2) obligations and liabilities under Secured Cash Management Agreements or Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the Issuing Bank shall have been made), (B) that is sold New Parent or otherwise disposed of or ceases to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted under the Loan Documents to a Person that is not a Loan Party, (C) if approved, authorized or ratified in writing in accordance with Section 10.2, (D) to the extent such asset constitutes an Excluded Asset Pledgor (as defined in the Security Collateral Agreement) or (E) if the property subject to ), and such Lien is owned by a Guarantor, upon release of such Notes Guarantor shall be automatically released from its obligations hereunder and under the Subsidiary Guaranty Agreement pursuant Security Documents, all without delivery of any instrument or performance of any act by any party, and all rights to clause (iii) belowthe Collateral shall revert to such Notes Guarantor;
(iib) to subordinate upon any Lien on sale or other transfer by the Company or any Notes Guarantor of any Collateral granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien permitted pursuant to Section 7.2(b); or
(iii) to release any Guarantor from its obligations under any Loan Documents if such Person ceases to be a Restricted Subsidiary as a result of a transaction that is permitted under the Loan Documents. Upon request by the Administrative Agent at Indenture to any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to this Section 9.9. In each case as specified in this Section 9.9, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Subsidiary Guaranty Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.9. In the case of any such sale, transfer or disposal of any property constituting Collateral in a transaction constituting an Disposition permitted pursuant to Section 7.6 to a Person that is not the Company or a Loan PartyNotes Guarantor (including in connection with a condemnation or casualty event), the Liens created by any of the Security Documents on such property shall be automatically released without need for further action by any Person.
(b) Each Lender, the Swingline Lender, and the Issuing Bank hereby directs the Administrative Agent, at the sole cost and expense of the Borrower, to execute and deliver or file or authorize the filing of such termination, partial release statements, mortgage releases or other instruments evidencing release of a Lien, and do such other things as are necessary to release Liens to be released pursuant to this Section 9.9 promptly upon the effectiveness of any such release. Upon request written consent to the release of the security interest granted by the Administrative Agent Collateral Agreement in any Collateral pursuant to the Indenture, the security interest in such Collateral securing the Secured Notes shall be automatically released, all without delivery of any instrument or performance of any act by any party;
(c) to enable the Company or any Notes Guarantor to consummate the disposition (other than any disposition to the Company or another Notes Guarantor) of such property or assets and to enable any release described in Section 5.15 of the Collateral Agreement;
(d) in respect of the property and assets of a Notes Guarantor, upon such Notes Guarantor becoming an Unrestricted Subsidiary or an Excluded Subsidiary, and such Notes Guarantor shall be automatically released from its obligations hereunder and under the Security Documents;
(e) in respect of the property and assets of a Notes Guarantor, upon the release or discharge of the pledge granted by such Notes Guarantor to secure the First Lien Credit Facility Obligations or any other indebtedness or the guarantee of any other indebtedness which resulted in the obligation to become a Notes Guarantor with respect to the Secured Notes;
(f) as described under Article IX of the Indenture; and
(g) in accordance with Article IV hereof. In addition, the security interests granted pursuant to the Security Documents securing the Secured Notes Obligations with respect to the Secured Notes shall automatically terminate and/or be released all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the applicable Pledgors as of the date upon (i) all Obligations under the Secured Notes and the Indenture (other than contingent or unliquidated obligations or liabilities not then due) have been paid in full in cash or immediately available funds or (ii) a legal defeasance or covenant defeasance or discharge under Article XII of the Indenture.
(2) Notwithstanding anything herein to the contrary, at any time, the Lenders, the Swingline Lender, time when an Event of Default has occurred and is continuing and the Issuing Bank will confirm in writing maturity of the Administrative Secured Notes has been accelerated (whether by declaration or otherwise) and the Trustee has delivered a notice of acceleration to the First Lien Collateral Agent’s authority to , no release particular types or items of Collateral pursuant to the provisions of this Section 9.9First Supplemental Indenture or the Security Documents will be effective as against the Holders of the Secured Notes, except as otherwise provided in the First Lien Intercreditor Agreement.
(c3) The Administrative Agent To the extent necessary and for so long as required for any Subsidiary of the New Parent not to be subject to any requirement pursuant to Rule 3-16 of Regulation S-X under the Securities Act to file separate financial statements with the SEC (or any other governmental agency), the Capital Stock of such Subsidiary of the New Parent (the “Regulation S-X Excluded Collateral”) shall not be responsible for or have a duty included in the Collateral with respect to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of Secured Notes so affected and shall not be subject to the Collateral, liens securing the existence, priority or perfection of Secured Notes and the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party Secured Notes Obligations in connection therewith, nor shall accordance with and only to the Administrative Agent be responsible or liable to any Secured Party for any failure to monitor or maintain any portion of extent provided in the CollateralSecurity Documents.
Appears in 2 contracts
Sources: First Supplemental Indenture (ADT, Inc.), First Supplemental Indenture (ADT, Inc.)
Release of Collateral. (a) Each Lender (including Collateral may be released from the Lien and security interest created by the Security Documents to secure the Notes and obligations under this Indenture at any time or from time to time in its accordance with the provisions of the First Lien Intercreditor Agreement or any of its Affiliate’s capacities as a potential Hedge Bank provided hereby or Cash Management Bank), in the Swingline LenderSecurity Documents. The applicable assets included in the Collateral shall be automatically released from the Liens securing the Notes, and the Issuing Bank hereby irrevocably authorize applicable Subsidiary Pledgor shall be automatically released from its obligations under this Indenture and the Administrative AgentSecurity Documents, at is option and discretionunder any one or more of the following circumstances:
(i) to release any Lien on any Collateral granted to or held by the Administrative Agent, for the benefit of the Secured Parties, under any Loan Document (A) upon the termination of the Revolving Commitments and payment in full in cash of all Secured Obligations (other than (1) contingent indemnification obligations the release of Excess Proceeds and Collateral Excess Proceeds that remain unexpended after the conclusion of an Asset Sale Offer or a Collateral Asset Sale Offer conducted in accordance with this Indenture;
(2) obligations in respect of the property and liabilities under Secured Cash Management Agreements or Secured Hedge Agreements assets of a Subsidiary Pledgor, upon the consummation of any transaction permitted by this Indenture as a result of which such Subsidiary Pledgor ceases to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the Issuing Bank shall have been made), (B) that is sold be a Subsidiary or otherwise disposed of or ceases to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted under the Loan Documents to a Person that is not a Loan Party, (C) if approved, authorized or ratified in writing in accordance with Section 10.2, (D) to the extent such asset constitutes an Excluded Asset Pledgor (as defined in the Security Collateral Agreement) or (E) if the property subject to ), and such Lien is owned by a Guarantor, upon release of such Guarantor Subsidiary Pledgor shall be automatically released from its obligations hereunder and under the Security Documents, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to such Subsidiary Guaranty Agreement pursuant to clause (iii) belowPledgor;
(ii3) upon any sale or other transfer by the Issuer or any Subsidiary Pledgor of any Collateral that is permitted under this Indenture to any person that is not the Issuer or a Subsidiary Pledgor (including in connection with an event of loss), or upon the effectiveness of any written consent to the release of the security interest granted by the Collateral Agreement in any Collateral pursuant to this Indenture, the security interest in such Collateral shall be automatically released, all without delivery of any instrument or performance of any act by any party;
(4) as to all or any portion of any Collateral (including any Mortgaged Property), following the delivery of a Project Notice (as defined in the Credit Agreement) to subordinate the Credit Agreement Agent that is applicable to all or such portion of the Collateral and Mortgaged Property, in each case upon the release of the security interest securing the First Priority Lien Obligations in respect of the Secured Bank Indebtedness in such Collateral or Mortgaged Properties other than at any time that the Credit Agreement or such other Indebtedness or guarantee does not constitute a majority of the aggregate principal amount of First Priority Lien on Obligations outstanding at such time;
(5) to enable the Issuer, the Parent Guarantor or any Collateral granted Subsidiary Pledgor to or held by consummate the Administrative Agent under disposition (other than any Loan Document disposition to the holder Issuer or another Subsidiary Pledgor) of such property or assets to the extent not prohibited under Section 4.06, and to enable any Lien permitted pursuant to release described in Section 7.2(b); or7.15(e) of the Collateral Agreement;
(iii6) in respect of the property and assets of a Subsidiary Pledgor, upon the designation of such Subsidiary Pledgor to release any Guarantor be an Unrestricted Subsidiary in accordance with Section 4.04 and the definition of “Unrestricted Subsidiary,” and such Subsidiary Pledgor shall be automatically released from its obligations hereunder and under the Security Documents;
(7) in respect of the property and assets of a Subsidiary Pledgor, upon the release or discharge of the pledge granted by such Subsidiary Pledgor to secure the Obligations under the Credit Agreement or any Loan Documents if such Person ceases other Indebtedness or the guarantee of any other Indebtedness which resulted in the obligation to be become a Restricted Subsidiary Pledgor with respect to the Notes other than (x) in connection with a release or discharge by or as a result of payment in respect of the Credit Agreement or such other Indebtedness or guarantee or (y) at any time that the Credit Agreement or such other Indebtedness or guarantee does not constitute a transaction permitted majority of the aggregate principal amount of First Priority Lien Obligations outstanding at such time; and
(8) as described under Article IX. In addition, the security interests granted pursuant to the Security Documents securing the Notes Obligations shall automatically terminate and/or be released all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the applicable Pledgors (as defined in the Collateral Agreement), as of the date upon (i) all the Obligations under the Loan Notes and this Indenture (other than contingent or unliquidated obligations or liabilities not then due) have been paid in full in cash or immediately available funds; (ii) a legal defeasance or covenant defeasance or discharge under Article VIII, or (iii) the holders of at least two thirds in aggregate principal amount of all Notes issued under this Indenture consent to the termination of the Security Documents. Upon request by the Administrative Agent at In connection with any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to termination or release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to this Section 9.9. In each case as specified in this Section 9.911.04(a), the Administrative Collateral Agent will, at the Borrower’s expense, shall execute and deliver to any Pledgor (as defined in the applicable Loan Party Collateral Agreement), at such Pledgor’s expense, all documents as that such Loan Party may Pledgor shall reasonably request to evidence such termination or release (including, without limitation, UCC termination statements), and will duly assign and transfer to such Pledgor, such of the Pledged Collateral (as defined in the Collateral Agreement) that may be in the possession of the Collateral Agent and has not theretofore been sold or otherwise applied or released pursuant to this Indenture or the Security Documents. Any execution and delivery of documents pursuant to this Section 11.04(a) shall be without recourse to or warranty by the Collateral Agent. In connection with any release pursuant to this Section 11.04(a), the Pledgors shall be permitted to take any action in connection therewith consistent with such release including, without limitation, the filing of UCC termination statements. Upon the receipt of an Officers’ Certificate from the Issuer, as described in Section 11.04(b) below, if applicable, and any necessary or proper instruments of termination, satisfaction or release prepared by the Issuer, the Collateral Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of such item of any Collateral from the assignment and security interest granted under the Security Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Subsidiary Guaranty Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.9. In the case of any such sale, transfer or disposal of any property constituting Collateral in a transaction constituting an Disposition permitted pursuant to Section 7.6 to a Person that is not a Loan Party, the Liens created by any of the Security Documents on such property shall be automatically released without need for further action by any Person.
(b) Each Lender, the Swingline Lender, and the Issuing Bank hereby directs the Administrative Agent, at the sole cost and expense of the Borrower, to execute and deliver or file or authorize the filing of such termination, partial release statements, mortgage releases or other instruments evidencing release of a Lien, and do such other things as are necessary to release Liens to be released pursuant to this Section 9.9 promptly upon Indenture or the effectiveness of Security Documents or the First Lien Intercreditor Agreement.
(b) Notwithstanding anything herein to the contrary, in connection with (x) any such release. Upon request by the Administrative Agent at any time, the Lenders, the Swingline Lender, and the Issuing Bank will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to Section 11.04(a)(1), (6), (7) or (8) above, such Collateral may not be released from the Lien and security interest created by the Security Documents and (y) any release of Collateral pursuant to Section 11.04(a)(2), (3), (4) and (5), the Collateral Agent shall not be required to execute, deliver or acknowledge any instruments of termination, satisfaction or release unless, in each case, an Officers’ Certificate and Opinion of Counsel certifying that all conditions precedent, including, without limitation, this Section 9.911.04, have been met and stating under which of the circumstances set forth in Section 11.04(a) above the Collateral is being released have been delivered to the Collateral Agent and the Trustee on or prior to the date of such release or, in the case of clause (y) above, the date on which the Collateral Agent executes any such instrument.
(c) The Administrative Agent Notwithstanding anything herein to the contrary, at any time when a Default or Event of Default has occurred and is continuing and the maturity of the Notes has been accelerated (whether by declaration or otherwise) and the Trustee has delivered a notice of acceleration to the Collateral Agent, no release of Collateral pursuant to the provisions of this Indenture or the Security Documents will be effective as against the holders, except as otherwise provided in the First Lien Intercreditor Agreement.
(d) To the extent necessary and for so long as required for the Issuer or such Subsidiary not to be subject to any requirement pursuant to Rule 3-16 of Regulation S-X under the Securities Act to file separate financial statements with the SEC (or any other governmental agency), the Capital Stock of the Issuer or any Subsidiary of the Issuer shall not be responsible for or have a duty included in the Collateral with respect to ascertain or inquire into any representation or warranty regarding the existencerespective Notes so affected and shall not be subject to the Liens securing such Notes and the Notes Obligations in accordance with and only to the extent provided in the Security Documents and Guaranty and Pledge Agreement.
(e) The Issuer must deliver an Officer’s Certificate to the Credit Agreement Agent, value or collectability the Trustee and the Collateral Agent within 30 calendar days following the end of each six-month period beginning on June 1 and December 1 of each year, to the effect that all such releases and withdrawals during the preceding six-month period in the ordinary course of the Collateral, Issuer’s or the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared Subsidiary Pledgors’ business were not prohibited by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to any Secured Party for any failure to monitor or maintain any portion of the Collateralthis Indenture.
Appears in 2 contracts
Sources: Indenture (CAESARS ENTERTAINMENT Corp), Indenture (CAESARS ENTERTAINMENT Corp)
Release of Collateral. (a) Each Lender (including The Security Interests in its all Collateral securing the Obligations will be automatically released, without delivery of any instrument or any of its Affiliate’s capacities as a potential Hedge Bank or Cash Management Bank)action by any party, the Swingline Lender, and the Issuing Bank hereby irrevocably authorize the Administrative Agent, at is option and discretion:
(i) to release any Lien on any Collateral granted to or held by the Administrative Agent, for the benefit of the Secured Parties, under any Loan Document (A) upon the termination of the Revolving Commitments and payment in full in cash of the principal of, together with accrued and unpaid interest on, the Investor Notes and all Secured other Obligations (under the Investor Notes, the Guarantee and Collateral Agreement and the other than (1) contingent indemnification obligations Note Documents that are due and (2) obligations and liabilities under Secured Cash Management Agreements payable at or Secured Hedge Agreements as to which arrangements satisfactory prior to the applicable Cash Management Bank or Hedge Bank shall have been made) time such principal, together with accrued and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the Issuing Bank shall have been made)unpaid interest, (B) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted under the Loan Documents to a Person that is not a Loan Party, (C) if approved, authorized or ratified in writing in accordance with Section 10.2, (D) to the extent such asset constitutes an Excluded Asset (as defined in the Security Agreement) or (E) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to clause (iii) below;
(ii) to subordinate any Lien on any Collateral granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien permitted pursuant to Section 7.2(b); or
(iii) to release any Guarantor from its obligations under any Loan Documents if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted under the Loan Documents. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to this Section 9.9. In each case as specified in this Section 9.9, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Subsidiary Guaranty Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.9. In the case of any such sale, transfer or disposal of any property constituting Collateral in a transaction constituting an Disposition permitted pursuant to Section 7.6 to a Person that is not a Loan Party, the Liens created by any of the Security Documents on such property shall be automatically released without need for further action by any Personare paid.
(b) Each LenderWith respect to any release of the Security Interests securing the Obligations, upon receipt of an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent under this Note and the Security Documents, to such release have been met and of any necessary or proper instruments of termination, satisfaction, discharge or release prepared by the Company, the Swingline LenderCollateral Agent shall, execute, deliver or acknowledge (at the Company’s expense) such instruments or releases (whether electronically or in writing) to evidence, and the Issuing Bank hereby directs the Administrative Agent, at the sole cost and expense of the Borrower, shall do or cause to execute and deliver or file or authorize the filing of such termination, partial release statements, mortgage releases or be done all other instruments evidencing release of a Lien, and do such other things as are acts reasonably necessary to effect, in each case as soon as reasonably practicable, the release Liens and discharge of any Collateral permitted to be released pursuant to this Section 9.9 promptly upon Note or the effectiveness of Security Documents. Neither the Holder nor the Collateral Agent shall be liable for any such release. Upon request by release or subordination undertaken in reliance upon any such Officers’ Certificate or Opinion of Counsel, and notwithstanding any term hereof or in any Security Document to the Administrative Agent at any timecontrary, the Lenders, the Swingline Lender, Holder and the Issuing Bank will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.9.
(c) The Administrative Agent shall not be responsible for under any obligation to release or have a duty to ascertain or inquire into subordinate any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereonsuch Security Interest, or execute and deliver any certificate prepared by any Loan Party in connection therewithsuch instrument of release, nor shall the Administrative Agent be responsible satisfaction, discharge or liable to any Secured Party for any failure to monitor or maintain any portion termination, unless and until it receives such Officers’ Certificate and Opinion of the CollateralCounsel.
Appears in 2 contracts
Sources: Investment Agreement (Inspirato Inc), Investment Agreement (Inspirato Inc)
Release of Collateral. (a) Each Lender (including in its or Collateral shall be released from the Lien of this Agreement upon any of its Affiliate’s capacities as a potential Hedge Bank or Cash Management Bank), the Swingline Lender, and the Issuing Bank hereby irrevocably authorize the Administrative Agent, at is option and discretion:
following events: (i) any sale or disposition of such Collateral as permitted by Section 6(a), such release to release any Lien on any be confirmed by delivery to the Collateral granted to or held by the Administrative Agent, for the benefit Agent of a certificate of an officer of the Secured PartiesCompany stating that such Collateral is being sold or disposed of as permitted by Section 6(a); (ii) delivery to the Collateral Agent of a certificate of an officer of the Company requesting the release of the shares of stock, under any Loan Document other securities, partnership interests or membership interests, as the case may be, issued by a Subsidiary identified in such certificate and stating that, on the date of certificate, (A) upon the termination such Subsidiary owns less than 10% of the Revolving Commitments Real Estate Inventory owned by the Company’s Subsidiaries (or such Subsidiary is a direct or indirect Subsidiary of another Subsidiary and payment in full in cash all the shares of all Secured Obligations (stock, other than (1securities, partnership interests or membership interests, as applicable, of such other Subsidiary are pledged hereunder) contingent indemnification obligations and (2B) obligations and liabilities under Secured Cash Management Agreements or Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been madePledgee Subsidiaries (not including such Subsidiary) collectively own at least 65% of the Real Estate Inventory owned by the Company’s Subsidiaries (for purposes of the foregoing clauses (A) and (B), in determining the expiration or termination amount of Real Estate Inventory owned by any Subsidiary, such Subsidiary will be deemed to own all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent Real Estate Inventory owned by its direct and the Issuing Bank shall have been madeindirect Subsidiaries), (Biii) that is sold upon termination of Liens pursuant to Section 14, (iv) as provided in Section 7(b) of the Collateral Agency Agreement, or otherwise disposed (v) as provided in Section 7(a)(ii) of this Agreement. Upon any release of Collateral pursuant to the terms of this Section 17, (i) the Collateral Agent shall thereupon return to the respective Pledgor or to be sold its order any and all certificates and other instruments evidencing or otherwise disposed of as part of or in connection with any sale or other disposition permitted under the Loan Documents to a Person that is not a Loan Party, (C) if approved, authorized or ratified in writing in accordance with Section 10.2, (D) to the extent such asset constitutes an Excluded Asset (as defined in the Security Agreement) or (E) if the property subject relating to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to clause (iii) below;
released Collateral and (ii) to subordinate any Lien on any the Collateral granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien permitted pursuant to Section 7.2(b); or
(iii) to release any Guarantor from its obligations under any Loan Documents if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted under the Loan Documents. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to this Section 9.9. In each case as specified in this Section 9.9, the Administrative Agent will, at the Borrower’s Pledgors’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Documents or to subordinate its interest in such itemfile, or to release such Guarantor from its obligations under the Subsidiary Guaranty Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.9. In the case of any such sale, transfer or disposal of any property constituting Collateral in a transaction constituting an Disposition permitted pursuant to Section 7.6 to a Person that is not a Loan Party, the Liens created by any of the Security Documents on such property shall be automatically released without need for further action by any Person.
(b) Each Lender, the Swingline Lender, and the Issuing Bank hereby directs the Administrative Agent, at the sole cost and expense of the Borrower, to execute and deliver or file or will authorize the filing of such terminationrespective Pledgor to file, partial release statements, mortgage releases or other instruments evidencing release of a Lien, and do such other things as are necessary to release Liens to be released pursuant to this Section 9.9 promptly upon the effectiveness of any such release. Upon request by the Administrative Agent at any time, the Lenders, the Swingline Lender, and the Issuing Bank will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.9.
(c) The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable an amendment to any Secured Party for any failure to monitor or maintain any portion of the financing statement releasing such Collateral.
Appears in 2 contracts
Sources: Pledge Agreement (Standard Pacific Corp /De/), Pledge Agreement (Standard Pacific Corp /De/)
Release of Collateral. (ai) Each Lender (including in its or any of its Affiliate’s capacities as a potential Hedge Bank or Cash Management Bank)hereby directs, the Swingline Lender, and the Issuing Bank hereby irrevocably authorize the Administrative Agent, at is option and discretion:
(i) to release any Lien on any Collateral granted to or held by the Administrative Agent, for the benefit of the Secured Parties, under any Loan Document (A) upon the termination of the Revolving Commitments and payment in full in cash of all Secured Obligations (other than (1) contingent indemnification obligations and (2) obligations and liabilities under Secured Cash Management Agreements or Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the Issuing Bank shall have been made), (B) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted under the Loan Documents to a Person that is not a Loan Party, (C) if approved, authorized or ratified in writing in accordance with Section 10.2, (D) to the extent such asset constitutes an Excluded Asset (as defined in the Security Agreement) or (E) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to clause (iii) below;
(ii) to subordinate any Lien on any Collateral granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien permitted pursuant to Section 7.2(b); or
(iii) to release any Guarantor from its obligations under any Loan Documents if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted under the Loan Documents. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to this Section 9.9. In each case as specified in this Section 9.9, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Subsidiary Guaranty Agreement, in each case in accordance with the terms of this Agreement, the Loan Documents Administrative Agent to release or to subordinate any Lien held by the Administrative Agent for the benefit of the Lenders and the Issuing Banks:
(A) against all of the Collateral, upon payment in full of the Obligations and termination of this Agreement;
(B) against that portion of the collateral being sold, assigned, transferred, leased, licensed, conveyed, or otherwise disposed of in accordance with Section 9.9. In the case 9.02; or
(C) against collateral of any such sale, transfer or disposal holder of any property constituting Collateral in a transaction constituting an Disposition Lien permitted pursuant to under Section 7.6 to a Person that is not a Loan Party, the Liens created by any of the Security Documents on such property shall be automatically released without need for further action by any Person9.03.
(bii) Each Lender, the Swingline Lender, Lender and the each Issuing Bank hereby directs the Administrative Agent, at the sole cost and expense of the Borrower, Agent to execute and deliver or file or authorize the filing of such termination, termination and partial release statements, mortgage releases or other instruments evidencing release of a Lien, statements and do such other things as are necessary to release Liens to be released pursuant to this Section 9.9 12.09(b) promptly upon the effectiveness of any such release. Upon request by the Administrative Agent at any time, the Lenders, the Swingline Lender, and the Issuing Bank Lenders will confirm in writing the Administrative Agent’s 's authority to release particular types or items of as Collateral pursuant to this Section 9.912.09.
(ciii) Without in any manner limiting the Administrative Agent's authority to act without any specific or further authorization or consent by Requisite Lenders (as set forth in Section 12.09(b)), each Lender agrees to confirm in writing, upon request by the Borrowers, the authority to release Collateral conferred upon the Administrative Agent under clauses (A) through (C) of Section 12.09(b). So long as no Event of Default or Default is then continuing, upon receipt by the Administrative Agent of any such written confirmation from Requisite Lenders of its authority to release any particular items or types of Collateral, and upon at least five (5) Business Days prior written request by the Borrowers, the Administrative Agent shall (and is hereby irrevocably authorized by Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Administrative Agent for the benefit of Lenders herein or pursuant hereto upon such Collateral; provided, that (i) the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent's opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Borrowers in respect of) all interests retained by the Borrowers all of which shall continue to constitute part of the Collateral.
(iv) The Administrative Agent shall not be responsible for have no obligation whatsoever to the Lenders or to any other Person 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 Liens granted to the Administrative Agent pursuant to the Security Agreements have a 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 ascertain continue exercising, any of the rights, authorities and powers granted or inquire into available to the Administrative Agent in this Section 12.09 or in any representation or warranty regarding of the existenceLoan Documents, value or collectability it being understood and agreed that in respect of the Collateral, the existenceor in any act, priority omission or perfection of the Administrative Agent’s Lien thereonevent related thereto, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible may act in any manner it may deem appropriate, in its sole discretion, given its own interest in the Collateral as one of the Lenders and that the Administrative Agent shall have no duty or liable liability whatsoever to any Secured Party for any failure Lender unless required to monitor act or maintain any portion refrain from acting upon the instructions of the CollateralRequisite Lenders and then only in accordance with Section 12.01.
Appears in 2 contracts
Sources: Credit Agreement (Donna Karan International Inc), Credit Agreement (Donna Karan International Inc)
Release of Collateral. (ai) Each Lender (including in its or any of its Affiliate’s capacities as a potential Hedge Bank or Cash Management Bank), hereby directs the Swingline Lender, and the Issuing Bank hereby irrevocably authorize the Administrative Agent, at is option and discretion:
(i) Collateral Agent to release or to subordinate any Lien on any Collateral granted to or held by the Administrative Agent, Agent for the benefit of the Secured Parties, under any Loan Document Lenders (A) upon the termination against all of the Revolving Commitments and Collateral, upon payment in full in cash of all Secured the Obligations (other than (1) contingent indemnification obligations and (2) obligations and liabilities under Secured Cash Management Agreements or Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the Issuing Bank shall have been made), this Agreement or (B) that is sold against the Collateral sold, assigned, transferred, conveyed or otherwise disposed of or pursuant to be sold Sections 9.02(ii), (iii) and (vi) when the Collateral Agent receives a certificate from the Borrowers pursuant to which the Borrowers represent and warrant that the Collateral is being sold, assigned, transferred, conveyed or otherwise disposed of as part of or in connection compliance with any sale or other disposition permitted under the Loan Documents to a Person that is not a Loan PartySection 9.02(ii), (C) if approved, authorized or ratified in writing in accordance with Section 10.2, (D) to the extent such asset constitutes an Excluded Asset (as defined in the Security Agreementiii) or (E) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to clause (iii) below;vi).
(ii) to subordinate any Lien on any Collateral granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien permitted pursuant to Section 7.2(b); or
(iii) to release any Guarantor from its obligations under any Loan Documents if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted under the Loan Documents. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to this Section 9.9. In each case as specified in this Section 9.9, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Subsidiary Guaranty Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.9. In the case of any such sale, transfer or disposal of any property constituting Collateral in a transaction constituting an Disposition permitted pursuant to Section 7.6 to a Person that is not a Loan Party, the Liens created by any of the Security Documents on such property shall be automatically released without need for further action by any Person.
(b) Each Lender, the Swingline Lender, and the Issuing Bank Lender hereby directs the Administrative Agent, at the sole cost and expense of the Borrower, Collateral Agent to execute and deliver or file or authorize the filing of such termination, termination and partial release statements, mortgage releases or other instruments evidencing release of a Lien, statements and do such other things as are necessary to release Liens to be released pursuant to this Section 9.9 12.09(b) promptly upon the effectiveness of any such release. Upon request by the Administrative Collateral Agent at any time, the Lenders, the Swingline Lender, and the Issuing Bank Lenders will confirm in writing the Administrative Collateral Agent’s 's authority to release particular types or items of as Collateral pursuant to this Section 9.912.09.
(ciii) The Administrative Without in any manner limiting the Collateral Agent's authority to act without any specific or further authorization or consent by the Lenders (as set forth in Section 12.09(b)), each Lender agrees to confirm in writing, upon request by Stellex, the authority to release or subordinate Liens in the Collateral conferred upon the Collateral Agent shall not be responsible for under Section 12.09(b). So long as no Event of Default or have a duty Default is then continuing, upon receipt by the Collateral Agent of any such written confirmation from the Lenders of its authority to ascertain release any particular items or inquire into any representation or warranty regarding the existence, value or collectability types of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to any Secured Party for any failure to monitor or maintain any portion of the Collateral.and upon at least
Appears in 2 contracts
Sources: Credit Agreement (General Inspection Laboratories Inc), Credit Agreement (General Inspection Laboratories Inc)
Release of Collateral. (a) Each Lender (including The Company and the Guarantors will be entitled to the automatic release of property and other assets constituting Collateral from the Liens securing the Notes and the First Lien Notes Obligations in its or any accordance with the provisions of its Affiliate’s capacities as a potential Hedge Bank or Cash Management Bank)the Notes Collateral Documents, the Swingline LenderFirst Lien Intercreditor Agreement and this Indenture, and the Issuing Bank hereby irrevocably authorize Trustee and the Administrative Notes Collateral Agent, as applicable, shall execute (upon receipt of the documents described in Section 13.2(d)) documents evidencing such release, the same at is option the Company’s request and discretionsole cost and expense, pursuant to the terms of the Agreed Security Principles or under any one or more of the following circumstances:
(i) to release any Lien on any Collateral granted to or held by the Administrative Agent, for the benefit of the Secured Parties, under any Loan Document (A) upon the termination of the Revolving Commitments and payment in full in cash of all Secured Obligations (other than (1) contingent indemnification obligations and (2) obligations and liabilities under Secured Cash Management Agreements at the time such property or Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the Issuing Bank shall have been made)asset is sold, (B) that is sold or otherwise disposed of or to be sold transferred or otherwise disposed of as part of or in connection with any sale sale, transfer or other disposition permitted (including by the termination of capital leases or the repossession of the leased property in a capital lease by the lessor) in a transaction not prohibited under the Loan Documents this Indenture to a any Person that is not (and is not required to be) a Loan Party, Grantor;
(C2) if such property or assets become Excluded Assets or an asset owned by an Excluded Subsidiary;
(3) in the case of a Guarantor that is released from its Guarantee with respect to the Notes pursuant to the terms of this Indenture, the release of the property and assets of such Guarantor;
(4) upon the Notes achieving Investment Grade Status;
(5) as described under Article IX hereof;
(6) if the release of such Lien is approved, authorized or ratified by the Required Holders; provided that for the purposes of this clause (6), the word “majority” shall be substituted with “66.67%” in writing in accordance with Section 10.2, (D) the definition of Required Holders to the extent such asset constitutes an Excluded Asset release would constitute a release of all or substantially all of the Collateral; or
(as defined in the Security Agreement) or (E7) if all other liens on such Collateral securing First Lien Notes Obligations are released or will be released simultaneously therewith (other than any release by, or as a result of, payment in full and irrevocable termination of the property subject First Lien Notes Obligations).
(b) The Liens on the Collateral securing the Notes and the Guarantees also will be released:
(1) upon payment in full of the principal of, together with accrued and unpaid interest on, the Notes and all other Obligations under this Indenture, the Guarantees and the Notes Collateral Documents that are due and payable at or prior to the time such principal, together with accrued and unpaid interest, are paid,
(2) upon a Legal Defeasance or Covenant Defeasance under this Indenture as described under Section 8.2 and Section 8.3 hereof, or a discharge of this Indenture as described under Section 11.1 hereof, or
(3) pursuant to the Notes Collateral Documents or the First Lien is owned Intercreditor Agreement and any other intercreditor agreement contemplated by a Guarantorthis Indenture.
(c) Notwithstanding Section 13.2(a)(4) hereof, upon release of if, after the Notes achieve Investment Grade Status, the Notes cease to have such Guarantor from its obligations under Investment Grade Status, then all Liens granted or purported to be granted to secure (i) the Subsidiary Guaranty Agreement Notes, (ii) the Note Guarantees and (iii) the First Lien Notes Obligations released pursuant to clause (iii4) below;above shall be automatically reinstated and the Company and the Guarantors shall take all actions reasonably necessary to provide to the Notes Collateral Agent for its benefit and the benefit of the Trustee and the Holders of the Notes valid, perfected, first priority security interests (subject to Permitted Liens) in the Collateral within ninety (90) days after such Reversion Date (as defined herein).
(iid) With respect to subordinate any release of Collateral, upon receipt of an Officer’s Certificate stating that all conditions precedent under this Indenture, the Notes Collateral Documents and the First Lien on any Intercreditor Agreement, as applicable, to such release have been met and that it is permitted for the Notes Collateral granted Agent to or held execute and deliver the documents requested by the Administrative Agent under Company in connection with such release and any Loan Document to the holder necessary or such instruments of any Lien permitted pursuant to Section 7.2(b); or
(iii) to termination, satisfaction or release any Guarantor from its obligations under any Loan Documents if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted under the Loan Documents. Upon request prepared by the Administrative Company, the Notes Collateral Agent will promptly upon the request of the Company (and each Holder irrevocably authorizes the Notes Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to this Section 9.9. In each case as specified in this Section 9.9, the Administrative Agent willtime to), at the BorrowerCompany’s expense, execute and deliver to the applicable Loan Party Grantor such documents as such Loan Party the Company may reasonably request to evidence the release and discharge of such item of Collateral from the assignment and security interest granted under the Security Documents or to subordinate its interest in such itemNotes Collateral Documents, or to evidence the release such of the applicable Guarantor from its obligations under the Subsidiary Guaranty AgreementGuarantee, in each case in accordance with the terms of this Indenture, the Loan Notes Collateral Documents and this Section 9.9the First Lien Intercreditor Agreement, as applicable. In Neither the case of Trustee nor the Notes Collateral Agent shall be liable for any such sale, transfer release undertaken in reliance upon any such Officer’s Certificate and notwithstanding any term hereof or disposal of in any property constituting Notes Collateral Document or in a transaction constituting an Disposition permitted pursuant the First Lien Intercreditor Agreement to Section 7.6 to a Person that is not a Loan Partythe contrary, the Liens created by any of the Security Documents on such property shall be automatically released without need for further action by any Person.
(b) Each Lender, the Swingline Lender, Trustee and the Issuing Bank hereby directs the Administrative Agent, at the sole cost and expense of the Borrower, to execute and deliver or file or authorize the filing of such termination, partial release statements, mortgage releases or other instruments evidencing release of a Lien, and do such other things as are necessary to release Liens to be released pursuant to this Section 9.9 promptly upon the effectiveness of any such release. Upon request by the Administrative Agent at any time, the Lenders, the Swingline Lender, and the Issuing Bank will confirm in writing the Administrative Agent’s authority to release particular types or items of Notes Collateral pursuant to this Section 9.9.
(c) The Administrative Agent shall not be responsible for or have a duty under any obligation to ascertain or inquire into release any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s such Lien thereonand security interest, or execute and deliver any certificate prepared by any Loan Party in connection therewithsuch instrument of release, nor satisfaction or termination, unless and until it receives such Officer’s Certificate, upon which it shall the Administrative Agent be responsible or liable entitled to any Secured Party for any failure to monitor or maintain any portion of the Collateralconclusively rely.
Appears in 2 contracts
Sources: Indenture (Beach Acquisition Co Parent, LLC), Indenture (Skechers Usa Inc)
Release of Collateral. (a) Each Lender The Liens granted pursuant to this Agreement shall automatically terminate, and all the Collateral shall be automatically released, without further action by the Administrative Agent and without any further notice or consent to or of any Secured Party, on the Termination Date.
(including in its b) Immediately upon (i) any sale, transfer, conveyance, assignment or other disposition by any Credit Party of its Affiliate’s capacities as any Collateral permitted by this Agreement (or pursuant to a potential Hedge Bank valid waiver or Cash Management Bankconsent to any transaction otherwise prohibited by this Agreement), (ii) any part of the Swingline LenderCollateral becoming subject to a Lien permitted by Section 6.7(f) or (iii) any Pledged Collateral being cancelled, replaced or repaid in accordance with the terms of this Agreement, such Collateral shall be automatically released from the security interest granted pursuant to this Agreement and the Issuing Bank hereby irrevocably authorize Lien on such Collateral in favor of the Administrative Agent, at is option for itself and discretion:
(i) to release any Lien on any Collateral granted to or held by the Administrative Agent, for the benefit of the Secured Parties, under any Loan Document shall automatically terminate (A) upon the termination and, if such Collateral consists of all of the Revolving Commitments and payment equity interest in full a Subsidiary Guarantor, such Subsidiary Guarantor shall be released from its Guaranty), in cash of all Secured Obligations (other than (1) contingent indemnification obligations and (2) obligations and liabilities under Secured Cash Management Agreements or Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to each case without further action by the Administrative Agent and the Issuing Bank shall have been made), (B) that is sold without any further notice or otherwise disposed consent to or of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted under the Loan Documents to a Person that is not a Loan Secured Party, (C) if approved, authorized or ratified in writing in accordance with Section 10.2, (D) to the extent such asset constitutes an Excluded Asset (as defined in the Security Agreement) or (E) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to clause (iii) below;.
(iic) to subordinate any Lien on any Collateral granted to or held by At the request of the Borrower, the Administrative Agent under shall, and each of the Secured Parties hereby authorizes and directs the Administrative Agent (without any Loan Document further notice or consent to or of any Secured Party) to, promptly release or subordinate, as requested by the holder holders of any Lien permitted pursuant by ▇▇▇▇▇▇▇ ▇.▇(▇), (▇), (▇), (▇), (▇), (▇) (subject, in the case of Amex, to Section 7.2(bthe Skymiles Intercreditor Agreement); or, (n), (o), (q), (r) or (s), any part of the Collateral that is subject to a Lien permitted by such section.
(iiid) to release any Guarantor from its obligations under any Loan Documents if such Person ceases to be a Restricted Subsidiary as a result At the request of a transaction permitted under the Loan Documents. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to this Section 9.9. In each case as specified in this Section 9.9Borrower, the Administrative Agent willshall, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Subsidiary Guaranty Agreement, in each case in accordance with the terms of the Loan Documents Secured Parties hereby authorizes and this Section 9.9. In the case of any such sale, transfer or disposal of any property constituting Collateral in a transaction constituting an Disposition permitted pursuant to Section 7.6 to a Person that is not a Loan Party, the Liens created by any of the Security Documents on such property shall be automatically released without need for further action by any Person.
(b) Each Lender, the Swingline Lender, and the Issuing Bank hereby directs the Administrative AgentAgent (without further notice or consent to or of any Secured Party) to, at the sole cost and expense of the Borrower, to execute and deliver or file such termination or authorize the filing of such termination, partial release statements, mortgage releases or other instruments evidencing release of a Lien, statements and do take such other things actions (including return of Collateral) as are necessary to terminate, release or subordinate Liens to be released pursuant to this Section 9.9 10.11 promptly upon the effectiveness of any such releasetermination, release or subordination. Upon request by the Administrative Agent at any time, the Lenders, the Swingline Lender, and the Issuing Bank will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.9.
(c) The Administrative Agent shall not be responsible for or have a duty and the Secured Parties hereby acknowledges and agree that the Credit Parties may use the Collateral to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of extent permitted under the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to any Secured Party for any failure to monitor or maintain any portion of the CollateralCredit Agreement.
Appears in 2 contracts
Sources: Secured Super Priority Debtor in Possession Credit Agreement (Delta Air Lines Inc /De/), Secured Debtor in Possession Credit Agreement (Delta Air Lines Inc /De/)
Release of Collateral. (ai) Each Lender (including in its or any of its Affiliate’s capacities as a potential Hedge Bank or Cash Management Bank), the Swingline Lender, and the Issuing Bank hereby irrevocably authorize the Administrative Agent, at is option Collateral Agent, UK Security Trustee and discretion:
(i) to release any Lien on any Collateral granted to or held by the Lenders hereby direct Administrative Agent, for the benefit of the Secured PartiesCollateral Agent or UK Security Trustee to release, under any Loan Document (A) upon the termination of the Revolving Commitments and payment in full in cash of all Secured Obligations (other than (1) contingent indemnification obligations and (2) obligations and liabilities under Secured Cash Management Agreements or Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the Issuing Bank shall have been made), (B) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted under the Loan Documents to a Person that is not a Loan Party, (C) if approved, authorized or ratified in writing in accordance with Section 10.2, (D) to the extent such asset constitutes an Excluded Asset (as defined in the Security Agreement) or (E) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to clause (iii) below;
(ii) to subordinate any Lien on any Collateral granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien permitted pursuant to Section 7.2(b); or
(iii) to release any Guarantor from its obligations under any Loan Documents if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted under the Loan Documents. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to this Section 9.9. In each case as specified in this Section 9.9, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Subsidiary Guaranty Agreement, in each case in accordance with the terms of hereof, any Lien held by Administrative Agent, Collateral Agent or UK Security Trustee under the Loan Security Documents (and this Section 9.9. In in the case of a sale of all of the Capital Stock of a Domestic Subsidiary under clause (B) below, to release the affected Subsidiary from its Subsidiary Guaranty):
(A) against all of the Collateral, upon payment in full of the Loans and other outstanding Obligations (other than any contingent indemnification obligations with respect to which no claim has been made);
(B) against any part of the Collateral sold or disposed of by Company or any of its Subsidiaries to the extent such sale, transfer sale or disposal of any property constituting Collateral in a transaction constituting an Disposition disposition is permitted hereby (or permitted pursuant to a waiver or consent of a transaction otherwise prohibited hereby);
(C) so long as no Event of Default or Unmatured Event of Default has occurred and is continuing, in the sole discretion of Administrative Agent upon the request of any Borrower, against any part of the Collateral with a fair market value of less than $10,000,000 in the aggregate during the term of this Agreement as such fair market value may be certified to Administrative Agent, Collateral Agent or UK Security Trustee by such Borrower in an officer’s certificate reasonably acceptable in form and substance to Administrative Agent, Collateral Agent or UK Security Trustee;
(D) against any part of the Collateral to the extent necessary to effect a transaction permitted under Section 7.6 8.3(v);
(E) subject to Section 7.12, against a Person part of the Collateral in connection with a removal of an Other Subsidiary Borrower permitted under Section 12.1(b)(ii);
(F) against a part of the Collateral which release does not require the consent of all of the Lenders as set forth in Section 12.1(a)(ii), if such release is consented to by the Required Lenders; provided, however, that is (y) Administrative Agent, Collateral Agent or UK Security Trustee shall not a Loan Partybe required to execute any such document on terms which, in its opinion, would expose it to liability or create any obligation or entail any consequence other than the release of such Liens created by without recourse or warranty, and (z) such release shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Company or any of its Subsidiaries in respect of) all interests retained by Company and/or any of its Subsidiaries, including (without limitation) the Security Documents on such property proceeds of any sale, all of which shall be automatically released without need for further action by any Personcontinue to constitute part of the Collateral.
(bii) Each Lender, of the Swingline Lender, and the Issuing Bank Lenders hereby directs the Administrative Agent, at the sole cost and expense of the Borrower, Collateral Agent or UK Security Trustee to execute and deliver or file or authorize the filing of such termination, termination and partial release statements, mortgage releases or other instruments evidencing statements and comparable release of a Lien, documents under foreign law and do such other things as are necessary to release Liens to be released pursuant to this Section 9.9 12.19 promptly upon the effectiveness of any such release. Upon request by the Administrative Agent at any time, the Lenders, the Swingline Lender, and the Issuing Bank will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.9enter into intercreditor agreements contemplated or permitted herein.
(c) The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to any Secured Party for any failure to monitor or maintain any portion of the Collateral.
Appears in 2 contracts
Sources: Credit Agreement (Ball Corp), Credit Agreement (Ball Corp)
Release of Collateral. (a) Each Lender (including in its or any of its Affiliate’s capacities as a potential Hedge Bank or Cash Management Bank), the Swingline Lender, and the Issuing Bank hereby The Lenders irrevocably authorize the Administrative Agent, at is option Agents (and discretion:the Agents agree):
(i) to release any Lien on any Collateral property granted to or held by the Collateral Agent or the Administrative Agent, for the benefit of the Secured Parties, Agent under any Loan Document (Aw) upon the termination of Termination Date (and, concurrently therewith, to release all the Revolving Commitments and payment in full in cash of all Secured Obligations Loan Parties from their obligations under the Loan Documents (other than (1) contingent indemnification obligations and (2) obligations and liabilities under Secured Cash Management Agreements or Secured Hedge Agreements as to which arrangements satisfactory to those that specifically survive the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the Issuing Bank shall have been madeTermination Date)), (Bx) that is sold (or otherwise disposed of of) or to be sold (or otherwise disposed of of) as part of or in connection with any sale or other disposition permitted hereunder or under the any other Loan Documents Document to a any Person that is not other than a Loan Party (it being understood that the Lien on the assets of any transferee Loan Party shall only secure such Loan Party’s Obligations), (Cy) subject to Section 9.08, if approved, authorized or ratified in writing in accordance with Section 10.2by the Required Lenders, (D) to the extent such asset constitutes an Excluded Asset (as defined in the Security Agreement) or (Ez) if the property subject to such Lien is owned by a Guarantor, Subsidiary Guarantor upon release of such Guarantor from its obligations under the Subsidiary Guaranty its Guarantee and Collateral Agreement pursuant to clause (iii) below;
(ii) at the request of the Borrower, to subordinate any Lien on any Collateral 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 pursuant to Section 7.2(bby paragraphs (a); or, (d), (e), (f), (h), (i), (l), (p), (q), (r), (s), (t), (w), (y), (z) and (dd) of the definition of Permitted Liens;
(iii) to release any Subsidiary Guarantor from its obligations under any Loan Documents Document to which it is a party if such Person ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary as a result of a transaction or designation permitted hereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of any Junior Lien Financing, any Permitted First Priority Incremental Equivalent Debt, any Permitted First Priority Refinancing Debt, any Permitted Unsecured Refinancing Debt, any Subordinated Financing or any Refinancing Indebtedness in respect of any of the foregoing Indebtedness which, in each case, constitutes Material Indebtedness unless and until such Guarantor is (or is being simultaneously) released from its guarantee with respect to the applicable Indebtedness described above; provided, further, that the release of any Subsidiary Guarantor from its obligations under the Loan Documents. Guarantee and Collateral Agreement if such Subsidiary Guarantor becomes an Excluded Subsidiary of the type described in paragraph (ii) of the definition thereof shall only be permitted if at the time such Subsidiary Guarantor becomes an Excluded Subsidiary of such type (1) no Event of Default exists or would occur as a result thereof, (2) after giving pro forma effect to such release and the consummation of the transaction that causes such Person to be an Excluded Subsidiary of such type, the Borrower is deemed to have made a new Investment in such Person for purposes of Section 6.03 (as if such Person were then newly acquired) in an amount equal to the portion of the fair market value of the net assets of such Person attributable to the Borrower’s Capital Stock therein as reasonably estimated by the Borrower and such Investment is permitted pursuant to Section 6.03 at such time and (3) a Responsible Officer of the Borrower certifies to the Administrative Agent compliance with preceding clauses (1) and (2)); and
(iv) to enter into (x) each Intercreditor Agreement described in the definition thereof and (y) the intercreditor arrangements contemplated by the definitions of “Receivable Facility” and Sections 2.26 and 2.27.
(b) Upon request by the Administrative any Agent at any time, the Required Lenders will confirm in writing the Administrative such Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty Agreement Loan Documents or enter into intercreditor agreements, in each case pursuant to this Section 9.99.17. In each case as specified in this Section 9.99.17, the Administrative relevant 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 or subordination of such item of Collateral from the assignment and security interest granted under the Security Documents or to subordinate its interest in such itemLoan Documents, or to release such Guarantor Loan Party from its obligations under the Subsidiary Guaranty AgreementLoan Documents, in each case case, in accordance with the terms of the Loan Documents or to enter into intercreditor arrangements, in each case, and this Section 9.9. In the case of any such sale, transfer or disposal of any property constituting Collateral in a transaction constituting an Disposition permitted pursuant to Section 7.6 to a Person that is not a Loan Party, the Liens created by any of the Security Documents on such property shall be automatically released without need for further action by any Person9.17.
(b) Each Lender, the Swingline Lender, and the Issuing Bank hereby directs the Administrative Agent, at the sole cost and expense of the Borrower, to execute and deliver or file or authorize the filing of such termination, partial release statements, mortgage releases or other instruments evidencing release of a Lien, and do such other things as are necessary to release Liens to be released pursuant to this Section 9.9 promptly upon the effectiveness of any such release. Upon request by the Administrative Agent at any time, the Lenders, the Swingline Lender, and the Issuing Bank will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.9.
(c) The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to any Secured Party for any failure to monitor or maintain any portion of the Collateral.
Appears in 2 contracts
Sources: Credit Agreement (Ceridian HCM Holding Inc.), Credit Agreement (Ceridian HCM Holding Inc.)
Release of Collateral. (1) Subject to the terms of the Indenture, Collateral may be released from the lien and security interest created by the Security Documents to secure the Secured Notes Obligations at any time or from time to time in accordance with the provisions of the First Lien Intercreditor Agreement or as provided hereby or in the Security Documents. The applicable assets included in the Collateral shall be automatically released from the liens securing the Secured Notes, and the applicable Notes Guarantor shall be automatically released from its obligations under this First Supplemental Indenture and the Security Documents, under any one or more of the following circumstances:
(a) Each Lender (including in its or respect of the property and assets of a Notes Guarantor, upon the consummation of any of its Affiliate’s capacities transaction permitted by the Indenture as a potential Hedge Bank or Cash Management Bank), the Swingline Lender, and the Issuing Bank hereby irrevocably authorize the Administrative Agent, at is option and discretion:
(i) result of which such Notes Guarantor ceases to release any Lien on any Collateral granted to or held by the Administrative Agent, for the benefit be a Subsidiary of the Secured Parties, under any Loan Document (A) upon the termination of the Revolving Commitments and payment in full in cash of all Secured Obligations (other than (1) contingent indemnification obligations and (2) obligations and liabilities under Secured Cash Management Agreements or Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the Issuing Bank shall have been made), (B) that is sold New Parent or otherwise disposed of or ceases to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted under the Loan Documents to a Person that is not a Loan Party, (C) if approved, authorized or ratified in writing in accordance with Section 10.2, (D) to the extent such asset constitutes an Excluded Asset Pledgor (as defined in the Security Collateral Agreement) or (E) if the property subject to ), and such Lien is owned by a Guarantor, upon release of such Notes Guarantor shall be automatically released from its obligations hereunder and under the Subsidiary Guaranty Agreement pursuant Security Documents, all without delivery of any instrument or performance of any act by any party, and all rights to clause (iii) belowthe Collateral shall revert to such Notes Guarantor;
(iib) to subordinate upon any Lien on sale or other transfer by the Company or any Notes Guarantor of any Collateral granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien permitted pursuant to Section 7.2(b); or
(iii) to release any Guarantor from its obligations under any Loan Documents if such Person ceases to be a Restricted Subsidiary as a result of a transaction that is permitted under the Loan Documents. Upon request by the Administrative Agent at Indenture to any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to this Section 9.9. In each case as specified in this Section 9.9, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Subsidiary Guaranty Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.9. In the case of any such sale, transfer or disposal of any property constituting Collateral in a transaction constituting an Disposition permitted pursuant to Section 7.6 to a Person that is not the Company or a Loan PartyNotes Guarantor (including in connection with a condemnation or casualty event), the Liens created by any of the Security Documents on such property shall be automatically released without need for further action by any Person.
(b) Each Lender, the Swingline Lender, and the Issuing Bank hereby directs the Administrative Agent, at the sole cost and expense of the Borrower, to execute and deliver or file or authorize the filing of such termination, partial release statements, mortgage releases or other instruments evidencing release of a Lien, and do such other things as are necessary to release Liens to be released pursuant to this Section 9.9 promptly upon the effectiveness of any such release. Upon request written consent to the release of the security interest granted by the Administrative Agent Collateral Agreement in any Collateral pursuant to the Indenture, the security interest in such Collateral securing the Secured Notes shall be automatically released, all without delivery of any instrument or performance of any act by any party;
(c) to enable the Company or any Notes Guarantor to consummate the disposition (other than any disposition to the Company or another Notes Guarantor) of such property or assets and to enable any release described in Section 5.15 of the Collateral Agreement;
(d) in respect of the property and assets of a Notes Guarantor, upon such Notes Guarantor becoming an Unrestricted Subsidiary or an Excluded Subsidiary, and such Notes Guarantor shall be automatically released from its obligations hereunder and under the Security Documents;
(e) in respect of the property and assets of a Notes Guarantor, upon the release or discharge of the pledge granted by such Notes Guarantor to secure the First Lien Credit Facility Obligations or any other indebtedness or the guarantee of any other indebtedness which resulted in the obligation to become a Notes Guarantor with respect to the Secured Notes; and
(f) as described under Article X of the Indenture. In addition, the security interests granted pursuant to the Security Documents securing the Secured Notes Obligations with respect to the Secured Notes shall automatically terminate and/or be released all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the applicable Pledgors as of the date upon (i) all Obligations under the Secured Notes and the Indenture (other than contingent or unliquidated obligations or liabilities not then due) have been paid in full in cash or immediately available funds or (ii) a legal defeasance or covenant defeasance or discharge under Article XIII of the Indenture.
(2) Notwithstanding anything herein to the contrary, at any time, the Lenders, the Swingline Lender, time when an Event of Default has occurred and is continuing and the Issuing Bank will confirm in writing maturity of the Administrative Secured Notes has been accelerated (whether by declaration or otherwise) and the Trustee has delivered a notice of acceleration to the First Lien Collateral Agent’s authority to , no release particular types or items of Collateral pursuant to the provisions of this Section 9.9First Supplemental Indenture or the Security Documents will be effective as against the Holders of the Secured Notes, except as otherwise provided in the First Lien Intercreditor Agreement.
(c3) The Administrative Agent To the extent necessary and for so long as required for any Subsidiary of the New Parent not to be subject to any requirement pursuant to Rule 3-16 of Regulation S-X under the Securities Act to file separate financial statements with the SEC (or any other governmental agency), the Capital Stock of such Subsidiary of the New Parent (the “Regulation S-X Excluded Collateral”) shall not be responsible for or have a duty included in the Collateral with respect to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of Secured Notes so affected and shall not be subject to the Collateral, liens securing the existence, priority or perfection of Secured Notes and the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party Secured Notes Obligations in connection therewith, nor shall accordance with and only to the Administrative Agent be responsible or liable to any Secured Party for any failure to monitor or maintain any portion of extent provided in the CollateralSecurity Documents.
Appears in 2 contracts
Sources: First Supplemental Indenture (ADT, Inc.), First Supplemental Indenture (ADT, Inc.)
Release of Collateral. (ai) Each Lender (including in its or any of its Affiliate’s capacities as a potential Hedge Bank or Cash Management Bank), the Swingline Lender, The Administrative Agent and the Issuing Bank Lenders hereby irrevocably authorize direct the Administrative Agent, at is option and discretion:
(i) the Collateral Agent or the UK Security Trustee, as the case may be, to release release, in accordance with the terms hereof, any Lien on any Collateral granted to or held by the Administrative Agent, the Collateral Agent or the UK Security Trustee, as the case may be, for the benefit of the Secured PartiesParties (and in the case of a sale, transfer or disposition of all of the assets or Capital Stock of a Subsidiary under any Loan Document clause (B) below, to release the affected Subsidiary from its guaranty):
(A) upon the termination against all of the Revolving Commitments Collateral, upon final and indefeasible payment in full in cash of all Secured the Loans and Obligations (other than (1) contingent indemnification obligations and (2) obligations and liabilities under Secured Cash Management Agreements or Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the Issuing Bank shall have been made), hereof;
(B) that is sold against any part of the Collateral sold, transferred or otherwise disposed of by the Borrower or to be sold or otherwise disposed any of as part of or in connection with any sale or other disposition permitted under the Loan Documents to a Person that is not a Loan Party, (C) if approved, authorized or ratified in writing in accordance with Section 10.2, (D) its Subsidiaries to the extent such asset constitutes an Excluded Asset (as defined in the Security Agreement) or (E) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to clause (iii) below;
(ii) to subordinate any Lien on any Collateral granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien permitted pursuant to Section 7.2(b); or
(iii) to release any Guarantor from its obligations under any Loan Documents if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted under the Loan Documents. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to this Section 9.9. In each case as specified in this Section 9.9, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Subsidiary Guaranty Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.9. In the case of any such sale, transfer or disposal of any property constituting Collateral in a transaction constituting an Disposition disposition is permitted hereby (or permitted pursuant to a waiver or consent of a transaction otherwise prohibited hereby);
(C) against any Collateral acquired by the Borrower or any of its Subsidiaries after the Closing Date and at least 70% of the purchase price therefor is within 120 days of the acquisition thereof financed with Indebtedness secured by a Lien permitted by Section 7.6 8.1(c);
(D) so long as no Unmatured Event of Default or Event of Default has occurred and is continuing, in the sole discretion of the Administrative Agent upon the request of the Borrower, against any part of the Collateral with a fair market value of less than $10,000,000 in the aggregate during the term of this Agreement as such fair market value may be certified to a Person that is not a Loan Partythe Administrative Agent, the Collateral Agent and the UK Security Trustee by the Borrower in an officer’s certificate acceptable in form and substance to the Administrative Agent, the Collateral Agent and the UK Security Trustee;
(E) against a part of the Collateral which release does not require the consent of all of the Lenders as set forth in Section 12.1(a)(ii), if such release is consented to by the Required Lenders;
(F) against the Collateral consisting of Receivables Facility Assets upon the entry by the Borrower and/or its Subsidiaries into a Permitted Accounts Receivables Securitization; provided, however, that (y) neither the Administrative Agent nor the Collateral Agent nor the UK Security Trustee shall be required to execute any such document on terms which, in its opinion, would expose it to liability or create any obligation or entail any consequence other than the release of such Liens created by without recourse or warranty, and (z) such release shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Borrower or any of its Subsidiaries in respect of) all interests retained by the Security Documents Borrower and/or any of its Subsidiaries, including (without limitation) the proceeds of any sale, all of which shall continue to constitute part of the Collateral; and
(G) against any cash collateral securing LC Obligations as contemplated by Section 5.4 and Article IX, upon the written request of the Borrower to the Administrative Agent or the applicable Facing Agent, as the case may be, if at the time of the release of the Lien the Senior Secured Leverage Ratio, on such property shall be automatically released without need a Pro Forma Basis, for further action by any Personthe Test Period for the most recently ended Fiscal Quarter was not in excess of 3.75 to 1.00.
(bii) Each Lender, of the Swingline Lender, and the Issuing Bank Lenders hereby directs the Administrative Agent, at Agent to (or to cause the sole cost and expense of the Borrower, to Administrative Agent to) execute and deliver or file or authorize the filing of such termination, termination and partial release statements, mortgage releases or other instruments evidencing release of a Lien, statements and do such other things as are necessary to release Liens to be released pursuant to this Section 9.9 12.15 promptly upon the effectiveness of any such release. Upon request by the Administrative Agent at any time, the Lenders, the Swingline Lender, and the Issuing Bank will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.9enter into intercreditor agreements contemplated or permitted herein.
(c) The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to any Secured Party for any failure to monitor or maintain any portion of the Collateral.
Appears in 2 contracts
Sources: Credit Agreement (Huntsman International LLC), Credit Agreement (Huntsman International LLC)
Release of Collateral. (a) Each Lender (including of the Agents and the Lenders hereby directs, in its or any of its Affiliate’s capacities as a potential Hedge Bank or Cash Management Bank)accordance with the terms hereof, the Swingline Lender, and the Issuing Bank hereby irrevocably authorize Administrative Agent to release any Lien held by the Administrative Agent, at is option and discretionAgent for the benefit of the Lenders:
(i) to release any Lien on any Collateral granted to or held by the Administrative Agent, for the benefit against all of the Secured PartiesCollateral, under any Loan Document (A) upon the termination of the Revolving Commitments and final payment in full in cash of all Secured the Obligations (other than (1) contingent indemnification obligations and (2) obligations and liabilities under Secured Cash Management Agreements or Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the Issuing Bank shall have been made), (B) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted under the Loan Documents to a Person that is not a Loan Party, (C) if approved, authorized or ratified in writing in accordance with Section 10.2, (D) to the extent such asset constitutes an Excluded Asset (as defined in the Security Agreement) or (E) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to clause (iii) below;hereof; and
(ii) to subordinate against any Lien on any part of the Collateral granted to sold or held disposed of by the Administrative Agent under Borrower or any Loan Document to the holder of any Lien permitted pursuant to Section 7.2(b); or
(iii) to release any Guarantor from its obligations under any Loan Documents Subsidiary, if such Person ceases to be a Restricted Subsidiary as a result of a transaction sale or disposition is permitted under the Loan Documents. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to this Section 9.9. In each case as specified in this Section 9.9, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Subsidiary Guaranty Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.9. In the case of any such sale, transfer or disposal of any property constituting Collateral in a transaction constituting an Disposition permitted pursuant to Section 7.6 to a Person that is not a Loan Party, the Liens created by any of the Security Documents on such property shall be automatically released without need for further action by any PersonSECTION 6.6.
(b) Each Lender, of the Swingline Lender, and the Issuing Bank Lenders hereby directs the Administrative Agent, at the sole cost and expense of the Borrower, Agent to execute and deliver or file or authorize the filing of such termination, termination and partial release statements, mortgage releases or other instruments evidencing release of a Lien, statements and do such other things as are necessary to release Liens to be released pursuant to this Section 9.9 SECTION 8.10 promptly upon the effectiveness of any such release. Upon request by the Administrative Agent at any time, the Lenders, the Swingline Lender, and the Issuing Bank will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.9.
(c) The Without in any manner limiting the Administrative Agent's authority to act without any specific or further authorization or consent by the Lenders (as set forth in clause (a) above), each Lender agrees to confirm in writing, upon request by the Administrative Agent, the authority to release Collateral conferred upon the Administrative Agent under (i) and (ii) of clause (a) above. So long as no Event of Default is then continuing, upon receipt by the Administrative Agent of any such written confirmation from the Lenders of the Administrative Agent's authority to release any particular items or types of Collateral, and in any event upon any sale and transfer of Collateral which is expressly permitted pursuant to the terms of this Agreement, the Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens upon such Collateral granted to the Administrative Agent for the benefit of the Lenders; PROVIDED, HOWEVER, that (i) the Administrative Agent shall not be responsible for or have a duty required to ascertain or inquire into execute any representation or warranty regarding the existencesuch document on terms which, value or collectability of the Collateral, the existence, priority or perfection of in the Administrative Agent’s Lien thereon's opinion, or any certificate prepared by any Loan Party in connection therewith, nor shall would expose the Administrative Agent be responsible to liability or liable 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 Borrower or any of its Subsidiaries in respect of) all interests retained by the Borrower and/or its Subsidiaries, including without limitation the proceeds of any sale, all of which shall continue to any Secured Party for any failure to monitor or maintain any portion constitute part of the Collateral.
Appears in 1 contract
Release of Collateral. (a) Each Lender (including Collateral may be released from the Liens and security interests created by the Security Documents at any time and from time to time in its or accordance with the provisions of the Security Documents, any of its Affiliate’s capacities as a potential Hedge Bank or Cash Management Bank)Intercreditor Agreements and this Indenture. Notwithstanding anything to the contrary in the Security Documents, any Intercreditor Agreements and this Indenture, the Swingline Lender, Note Parties will be entitled to the release of property and other assets constituting Collateral from the Liens securing the Notes and the Issuing Bank hereby irrevocably authorize Note Guarantees under any one or more of the Administrative Agent, at is option and discretionfollowing circumstances:
(i) to release enable any Lien on any Collateral granted Note Party to consummate the sale, transfer or held other disposition (including by the Administrative Agent, for the benefit of the Secured Parties, under any Loan Document (A) upon the termination of Financing Leases or the Revolving Commitments repossession of the leased property in a Financing Lease by the lessor and payment in full in cash by means of all Secured Obligations (a Restricted Payment) of such Collateral to any Person other than (1) contingent indemnification obligations and (2) obligations and liabilities under Secured Cash Management Agreements or Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the Issuing Bank shall have been made)any Note Party , (B) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted under the Loan Documents to a Person that is not a Loan Party, (C) if approved, authorized or ratified in writing in accordance with Section 10.2, (D) to the extent such asset constitutes an Excluded Asset sale, transfer or other disposition is not prohibited under Section 4.10;
(as defined ii) in the Security Agreement) or (E) if case of a Guarantor that is released from its Note Guarantee, with respect to the Capital Stock, and property subject to and other assets, of such Lien is owned by a Guarantor, upon the release of such Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to clause (iii) belowNote Guarantee;
(ii) to subordinate any Lien on any Collateral granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien permitted pursuant to Section 7.2(b); or
(iii) [reserved];
(iv) with respect to release any Guarantor from its obligations under Collateral that becomes an Excluded Asset, upon it becoming an Excluded Asset;
(v) [reserved];
(vi) [reserved];
(vii) in connection with any Loan Documents if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted under the Loan Documents. Upon request enforcement action taken by the Administrative Controlling Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to this Section 9.9. In each case as specified in this Section 9.9, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Subsidiary Guaranty Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.9. In the case of any such sale, transfer or disposal of any property constituting Collateral in a transaction constituting an Disposition permitted pursuant to Section 7.6 to a Person that is not a Loan Party, the Liens created by any of the Security Documents on such property shall be automatically released without need for further action by any PersonEqual Priority Intercreditor Agreement; or
(viii) as described under Article 9.
(b) Each LenderThe Liens on the Collateral securing the Notes and the Note Guarantees also shall automatically and without the need for any further action by any Person be terminated and released:
(i) upon payment in full of the principal of, together with accrued and unpaid interest on, the Swingline LenderNotes and all other Obligations in respect of the Notes under this Indenture, the Note Guarantees and the Issuing Bank hereby directs Security Documents that are due and payable at or prior to the Administrative Agenttime such principal, at together with accrued and unpaid interest, are paid;
(ii) upon a Legal Defeasance or Covenant Defeasance with respect to the sole cost Notes under this Indenture as described under Section 8.02 and expense Section 8.03, or a satisfaction and discharge of this Indenture with respect to the BorrowerNotes as described under Section 11.01; or
(iii) pursuant to the Equal Priority Intercreditor Agreement and the Security Documents with respect to the Notes, in each case, other than any contingent obligations (including contingent indemnity obligations not yet due or payable).
(c) [reserved].
(d) With respect to any release of Collateral, upon receipt of an Officer’s Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture and the Security Documents and any Intercreditor Agreements, as applicable, to such release have been met and that it is permitted for the Trustee or Notes Collateral Agent to execute and deliver the documents requested by the Issuer in connection with such release and any necessary or file or authorize the filing proper instruments of such termination, partial satisfaction or release statementsprepared by the Issuer, mortgage the Trustee and the Notes Collateral Agent shall execute, deliver or acknowledge (at the Issuer’s expense) such instruments or releases or other instruments evidencing to evidence the release of a Lien, and do such other things as are necessary to release Liens any Collateral permitted to be released pursuant to this Section 9.9 promptly upon Indenture or the effectiveness Security Documents or any Intercreditor Agreements and shall do or cause to be done (at the Issuer’s expense) all acts reasonably requested of them to release such Lien as soon as is reasonably practicable. Neither the Trustee nor the Notes Collateral Agent shall be liable for any such release. Upon request by release undertaken in reliance upon any such Officer’s Certificate and such Opinion of Counsel, and notwithstanding any term hereof or in any Security Document or in any Intercreditor Agreements to the Administrative Agent at any timecontrary, the Lenders, the Swingline Lender, Trustee and the Issuing Bank will confirm in writing the Administrative Agent’s authority to release particular types or items of Notes Collateral pursuant to this Section 9.9.
(c) The Administrative Agent shall not be responsible for or have a duty under any obligation to ascertain or inquire into release any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s such Lien thereonand security interest, or execute and deliver any certificate prepared by any Loan Party in connection therewithsuch instrument of release, nor shall the Administrative Agent be responsible satisfaction or liable to any Secured Party for any failure to monitor or maintain any portion of the Collateraltermination, unless and until it receives such Officer’s Certificate.
Appears in 1 contract
Sources: Indenture (New Fortress Energy Inc.)
Release of Collateral. (a) Each Lender (including Collateral may be released from the Liens and security interests created by the Security Documents at any time and from time to time in its or any accordance with the provisions of its Affiliate’s capacities as a potential Hedge Bank or Cash Management Bank)the Security Documents, the Swingline LenderApplicable Intercreditor Agreements and this Indenture. Notwithstanding anything to the contrary in the Security Documents, any Applicable Intercreditor Agreement and this Indenture, the Company and the Guarantors will be entitled to the release of property and other assets constituting Collateral from the Liens securing the Notes and the Guarantees, and the Issuing Bank hereby irrevocably authorize applicable Collateral shall be automatically released from the Administrative Liens of the Collateral Agent, at is option and discretionunder any one or more of the following circumstances:
(i) to release any Lien on any Collateral granted to or held by the Administrative Agent, for the benefit upon consummation of the Secured Partiessale, under any Loan Document (A) upon the termination of the Revolving Commitments and payment in full in cash of all Secured Obligations (other than (1) contingent indemnification obligations and (2) obligations and liabilities under Secured Cash Management Agreements or Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the Issuing Bank shall have been made), (B) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale transfer or other disposition permitted under of such Collateral by the Loan Documents Company or a Guarantor to any Person other than the Company or a Person that is not a Loan PartyGuarantor, (C) if approved, authorized or ratified in writing in accordance with Section 10.2, (D) to the extent such asset constitutes an Excluded Asset sale, transfer or other disposition is permitted under this Indenture;
(as defined ii) in the Security Agreement) or (E) if case of a Guarantor that is released from its Guarantee pursuant to Section 11.03, with respect to the property subject to and other assets of such Lien is owned by a Guarantor, upon the release of such Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to clause Guarantee;
(iii) belowwith respect to Collateral that is Capital Stock, upon the dissolution or liquidation of the issuer of that Capital Stock that is permitted by this Indenture;
(iv) with respect to any Collateral that becomes an “Excluded Asset,” upon it becoming an Excluded Asset;
(v) in accordance with Section 4.07(a);
(vi) [reserved];
(vii) with respect to any Collateral, in connection with any enforcement action taken by the Controlling Collateral Agent or the Designated Senior Representative (or, in each case, such other similar defined term), as applicable, in accordance with the terms of each Applicable Intercreditor Agreement; or
(viii) as described under Article IX.
(b) The Liens on the Collateral securing the Notes and the Guarantees also shall automatically and without the need for any further action by any Person be terminated and released:
(i) upon payment in full of the principal of, together with accrued and unpaid interest on, the Notes and all other Obligations in respect of the Notes under this Indenture, the Guarantees and the Security Documents that are due and payable at or prior to the time such principal, together with accrued and unpaid interest, are paid;
(ii) to subordinate any Lien on any Collateral granted to or held by the Administrative Agent upon a satisfaction and discharge of this Indenture as described under any Loan Document to the holder of any Lien permitted pursuant to Section 7.2(b8.01(a); or
(iii) pursuant to release the terms of any Guarantor from its Applicable Intercreditor Agreement.
(c) In addition, any Lien on any Collateral may be (i) released or subordinated to any Lien on such Collateral that is created, incurred or assumed pursuant to clause (viii)(A) of the definition of “Permitted Liens” to the extent required by the terms of the obligations under secured by such Liens and (ii) subordinated to any Loan Documents Lien on any Mortgaged Property if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted required under the Loan Documents. Upon request terms of any lease, easement, right of way or similar agreement effecting the Mortgaged Property; provided such lease, easement, right of way or similar agreement is permitted by Section 4.07.
(d) With respect to any release of Collateral, upon receipt of an Officer’s Certificate stating that all conditions precedent under this Indenture and the Administrative Security Documents to such release have been met and that it is permitted for the Trustee or Notes Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to this Section 9.9. In each case as specified in this Section 9.9, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party documents requested by the Company in connection with such documents as release and any necessary or proper instruments of termination, satisfaction or release prepared by the Company, the Trustee and the Notes Collateral Agent shall execute, deliver or acknowledge (at the Company’s expense) such Loan Party may reasonably request instruments or releases to evidence the release of such item of any Collateral from the assignment and security interest granted under the Security Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Subsidiary Guaranty Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.9. In the case of any such sale, transfer or disposal of any property constituting Collateral in a transaction constituting an Disposition permitted pursuant to Section 7.6 to a Person that is not a Loan Party, the Liens created by any of the Security Documents on such property shall be automatically released without need for further action by any Person.
(b) Each Lender, the Swingline Lender, and the Issuing Bank hereby directs the Administrative Agent, at the sole cost and expense of the Borrower, to execute and deliver or file or authorize the filing of such termination, partial release statements, mortgage releases or other instruments evidencing release of a Lien, and do such other things as are necessary to release Liens to be released pursuant to this Section 9.9 promptly upon Indenture or the effectiveness Security Documents and shall do or cause to be done (at the Company’s expense) all acts reasonably requested of them to release such L▇▇▇ as soon as is reasonably practicable. Neither the Trustee nor the Notes Collateral Agent shall be liable for any such release. Upon request by release undertaken in reliance upon any such Officer’s Certificate, and notwithstanding any term hereof or in any Security Document to the Administrative Agent at any timecontrary, the Lenders, the Swingline Lender, Trustee and the Issuing Bank will confirm in writing the Administrative Agent’s authority to release particular types or items of Notes Collateral pursuant to this Section 9.9.
(c) The Administrative Agent shall not be responsible for or have a duty under any obligation to ascertain or inquire into release any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s such Lien thereonand security interest, or execute and deliver any certificate prepared by any Loan Party in connection therewithsuch instrument of release, nor shall the Administrative Agent be responsible satisfaction or liable to any Secured Party for any failure to monitor or maintain any portion of the Collateraltermination, unless and until it receives such Officer’s Certificate.
Appears in 1 contract
Release of Collateral. (ai) Each Lender (including in its or any of its Affiliate’s capacities as a potential Hedge Bank or Cash Management Bank), the Swingline Lender, The Administrative Agent and the Issuing Bank Lenders hereby irrevocably authorize direct the Administrative Agent, at is option and discretion:
(i) the Collateral Agent or the UK Security Trustee, as the case may be, to release release, in accordance with the terms hereof, any Lien on any Collateral granted to or held by the Administrative Agent, the Collateral Agent or the UK Security Trustee, as the case may be, for the benefit of the Secured PartiesParties (and in the case of a sale of all of the assets or Capital Stock of a Subsidiary under clause (B) below, under any Loan Document to release the affected Subsidiary from its guaranty):
(A) upon the termination against all of the Revolving Commitments Collateral, upon final and indefeasible payment in full in cash of all Secured the Loans and Obligations (other than (1) contingent indemnification obligations and (2) obligations and liabilities under Secured Cash Management Agreements or Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the Issuing Bank shall have been made), hereof;
(B) that is sold against any part of the Collateral sold, transferred or otherwise disposed of by the Borrower or to be sold or otherwise disposed any of as part of or in connection with any sale or other disposition permitted under the Loan Documents to a Person that is not a Loan Party, (C) if approved, authorized or ratified in writing in accordance with Section 10.2, (D) its Subsidiaries to the extent such asset constitutes an Excluded Asset (as defined in the Security Agreement) or (E) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to clause (iii) below;
(ii) to subordinate any Lien on any Collateral granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien permitted pursuant to Section 7.2(b); or
(iii) to release any Guarantor from its obligations under any Loan Documents if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted under the Loan Documents. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to this Section 9.9. In each case as specified in this Section 9.9, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Subsidiary Guaranty Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.9. In the case of any such sale, transfer or disposal of any property constituting Collateral in a transaction constituting an Disposition disposition is permitted hereby (or permitted pursuant to a waiver or consent of a transaction otherwise prohibited hereby);
(C) against any Collateral acquired by the Borrower or any of its Subsidiaries after the Closing Date and at least 70% of the purchase price therefor is within 120 days of the acquisition thereof financed with Indebtedness secured by a Lien permitted by Section 7.6 8.1(c);
(D) so long as no Default or Event of Default has occurred and is continuing, in the sole discretion of the Administrative Agent upon the request of the Borrower, against any part of the Collateral with a fair market value of less than $10,000,000 in the aggregate during the term of this Agreement as such fair market value may be certified to a Person that is not a Loan Partythe Administrative Agent, the Collateral Agent and the UK Security Trustee by the Borrower in an officer’s certificate acceptable in form and substance to the Administrative Agent, the Collateral Agent and the UK Security Trustee;
(E) against a part of the Collateral which release does not require the consent of all of the Lenders as set forth in Section 12.1(a)(ii), if such release is consented to by the Required Lenders; and
(F) against the Collateral consisting of Receivables Facility Assets upon the entry by the Borrower and/or its Subsidiaries into a Permitted Account Receivable Securitization and compliance by the Borrower with the provisions of Section 4.4(f) hereof; provided, however, that (y) neither the Administrative Agent nor the Collateral Agent nor the UK Security Trustee shall be required to execute any such document on terms which, in its opinion, would expose it to liability or create any obligation or entail any consequence other than the release of such Liens created by without recourse or warranty, and (z) such release shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Borrower or any of its Subsidiaries in respect of) all interests retained by the Security Documents on such property Borrower and/or any of its Subsidiaries, including (without limitation) the proceeds of any sale, all of which shall be automatically released without need for further action by any Personcontinue to constitute part of the Collateral.
(bii) Each Lender, of the Swingline Lender, and the Issuing Bank Lenders hereby directs the Administrative Agent, at Agent to (or to cause the sole cost and expense of the Borrower, to Administrative Agent to) execute and deliver or file or authorize the filing of such termination, termination and partial release statements, mortgage releases or other instruments evidencing release of a Lien, statements and do such other things as are necessary to release Liens to be released pursuant to this Section 9.9 12.15 promptly upon the effectiveness of any such release. Upon request by the Administrative Agent at any time, the Lenders, the Swingline Lender, and the Issuing Bank will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.9enter into intercreditor agreements contemplated or permitted herein.
(c) The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to any Secured Party for any failure to monitor or maintain any portion of the Collateral.
Appears in 1 contract
Release of Collateral. (a) Each Lender (including in its or any of its Affiliate’s capacities as a potential Hedge Bank or Cash Management BankSubject to Sections 10.03(b), (c), (d) and 10.08, Collateral may be released from the Swingline LenderLien and security interest created by the Security Documents at any time or from time to time in accordance with the provisions of the Security Documents or as provided hereby. Upon the request of the Company pursuant to an Officer's Certificate certifying that all conditions precedent hereunder have been met and without the consent of any Holder, the Company and the Issuing Bank hereby irrevocably authorize Guarantors will be entitled to releases of assets included in the Administrative Agent, at is option and discretionCollateral from the Liens securing the Notes under any one or more of the following circumstances:
(i) to release any Lien on any Collateral granted to or held by the Administrative Agentif such asset is sold, for the benefit of the Secured Partiestransferred, under any Loan Document (A) upon the termination of the Revolving Commitments and payment in full in cash of all Secured Obligations (other than (1) contingent indemnification obligations and (2) obligations and liabilities under Secured Cash Management Agreements or Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the Issuing Bank shall have been made), (B) that is sold leased or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted under the Loan Documents to a Person transaction that is permitted or not a Loan Party, (C) if approved, authorized or ratified in writing in accordance with prohibited by Section 10.2, (D) to the extent such asset constitutes an Excluded Asset (as defined in the Security Agreement) or (E) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to clause (iii) below4.06;
(ii) to subordinate enable the Company or any Lien on Guarantor to consummate any Collateral granted to sale, lease, conveyance or held by the Administrative Agent under any Loan Document to the holder other disposition of any Lien assets or rights permitted pursuant to or not prohibited under Section 7.2(b); or4.06;
(iii) to release any Guarantor from its obligations under any Loan Documents if such Person ceases to be a Restricted Subsidiary as a result in respect of a transaction permitted under the Loan Documents. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to this Section 9.9. In each case as specified in this Section 9.9, the Administrative Agent will, at the Borrower’s expense, execute and deliver assets to the applicable Loan Party such documents as such Loan Party may reasonably request extent they are subject to evidence a Permitted Lien;
(iv) if all of the release Capital Stock of such item any Subsidiary of the Parent or the Company that is pledged to the Collateral from the assignment and security interest granted under the Security Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Subsidiary Guaranty Agreement, in each case Agent is released in accordance with the terms of this Indenture and the Loan Documents Security Documents, such Subsidiary's assets will also be released;
(v) if any Restricted Subsidiary that is a Guarantor is released from its Guarantee in accordance with the provisions of this Indenture and the Security Documents, the Capital Stock issued by such Subsidiary that is pledged to the Collateral Agent and such Subsidiary's assets will also be released;
(vi) if any Restricted Subsidiary is designated an Unrestricted Subsidiary, or such Subsidiary otherwise ceases to be a Restricted Subsidiary, in accordance with the provisions of this Section 9.9Indenture, the Capital Stock issued by such Subsidiary that is pledged to the Collateral Agent and such Subsidiary's assets will be released; or
(vii) pursuant to an amendment, waiver or supplement in accordance with Article IX. In Upon receipt of such Officer's Certificate, the case Trustee shall, if at such time it is the Collateral Agent, or otherwise shall direct the Collateral Agent, to execute, deliver or acknowledge any necessary or proper instruments of termination, satisfaction or release to evidence the release of any such sale, transfer or disposal of any property constituting Collateral in a transaction constituting an Disposition permitted pursuant to Section 7.6 to a Person that is not a Loan Party, the Liens created by any of the Security Documents on such property shall be automatically released without need for further action by any Person.
(b) Each Lender, the Swingline Lender, and the Issuing Bank hereby directs the Administrative Agent, at the sole cost and expense of the Borrower, to execute and deliver or file or authorize the filing of such termination, partial release statements, mortgage releases or other instruments evidencing release of a Lien, and do such other things as are necessary to release Liens to be released pursuant to this Section 9.9 promptly upon Indenture and the effectiveness of any such release. Upon request Security Documents.
(b) No Collateral may be released from the Lien and security interest created by the Administrative Agent at any time, the Lenders, the Swingline Lender, and the Issuing Bank will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral Security Documents pursuant to the provisions of the Security Documents unless the Officer's Certificate required by this Section 9.910.03 has been delivered to the Collateral Agent or such release is made in accordance with Section 10.08.
(c) At any time when a Default or Event of Default has occurred and is continuing and the maturity of the Notes has been accelerated (whether by declaration or otherwise), no release of Collateral pursuant to the provisions of the Security Documents will be effective as against the Holders unless consented to by each of the Holders.
(d) The Administrative Agent release of any Collateral from the terms of this Indenture and the Security Documents shall not be responsible for or have a duty deemed to ascertain or inquire into any representation or warranty regarding impair the existence, value or collectability security under this Indenture in contravention of the Collateralprovisions hereof if and to the extent the Collateral is released pursuant to the terms of the Security Documents and this Indenture. To the extent applicable, the existenceCompany will cause TIA Section 313(b), priority relating to reports, and TIA Section 314(d), relating to the release of property or perfection securities from the Lien and security interest of the Administrative Agent’s Security Documents and relating to the substitution therefor of any property or securities to be subjected to the Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to any Secured Party for any failure to monitor or maintain any portion and security interest of the CollateralSecurity Documents, to be complied with. Any certificate or opinion required by TIA Section 314(d) may be made by an Officer of the Company except in cases where TIA Section 314(d) requires that such certificate or opinion be made by an independent Person, which Person will be an independent engineer, appraiser or other expert selected or approved by the Trustee and the Collateral Agent in the exercise of reasonable care.
Appears in 1 contract
Release of Collateral. (a) Each Lender (including Collateral shall be released from the Liens and security interests created by the Security Documents at any time and from time to time in its or any accordance with the provisions of its Affiliate’s capacities as a potential Hedge Bank or Cash Management Bank)the Security Documents, the Swingline LenderIntercreditor Agreements and this Indenture. Notwithstanding anything to the contrary in the Security Documents, the Intercreditor Agreements and this Indenture, the Collateral shall also be released automatically from the Liens and security interests created by the Security Documents (without the need for any further action by any Person), and the Issuing Bank hereby irrevocably authorize Company and the Administrative AgentSubsidiary Guarantors will be entitled to any instruments, at is option documents, and discretionagreements necessary or desirable to evidence and confirm the release of property and other assets constituting Collateral from the Liens securing the Notes and the Guarantees, under any one or more of the following circumstances:
(i) to release enable the Company or any Lien on any Collateral granted Subsidiary Guarantor to consummate the sale, exchange, transfer or held other disposition (including by the Administrative Agent, for the benefit of the Secured Parties, under any Loan Document (A) upon the termination of Financing Lease Obligations, the Revolving Commitments repossession of the leased property in a Financing Lease Obligation by the lessor and payment in full in cash by means of all Secured Obligations a distribution or a Restricted Payment) of such Collateral (other than (1) contingent indemnification obligations and (2) obligations and liabilities under Secured Cash Management Agreements or Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the Issuing Bank shall have been made), (B) that is sold or otherwise disposed of or to be sold or otherwise disposed of including as part of or in connection with any sale other sale, exchange, transfer or other disposition permitted under disposition) to any Person other than the Loan Documents to Company or a Person that is not a Loan PartySubsidiary Guarantor, (C) if approved, authorized or ratified in writing in accordance with Section 10.2, (D) to the extent such asset constitutes an Excluded Asset (as defined in the Security Agreement) sale, exchange, transfer or (E) if the property subject to such Lien other disposition is owned by a Guarantor, upon release of such Guarantor from its obligations not prohibited under the Subsidiary Guaranty Agreement pursuant to clause (iii) belowSection 4.10;
(ii) to subordinate any Lien on any Collateral granted to in the case of a Subsidiary Guarantor that is released or held by the Administrative Agent under any Loan Document discharged from its Guarantee, with respect to the holder property and other assets of any Lien permitted pursuant to Section 7.2(b); orsuch Subsidiary Guarantor, upon the release or discharge of such Subsidiary Guarantor from its Guarantee;
(iii) with respect to release any Guarantor from its obligations under any Loan Documents if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted under the Loan Documents. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release Collateral that is or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to this Section 9.9. In each case as specified in this Section 9.9, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Subsidiary Guaranty Agreement, in each case becomes “Excluded Property,” upon it becoming Excluded Property;
(iv) in accordance with the terms of the Loan Documents and this Section 9.9. In the case of any such sale, transfer or disposal of any property constituting Collateral in a transaction constituting an Disposition permitted pursuant to Section 7.6 to a Person that is not a Loan Party, the Liens created by any of the Security Documents on such property shall be automatically released without need for further action by any Person.
(b) Each Lender, the Swingline Lender, and the Issuing Bank hereby directs the Administrative Agent, at the sole cost and expense of the Borrower, to execute and deliver or file or authorize the filing of such termination, partial release statements, mortgage releases or other instruments evidencing release of a Lien, and do such other things as are necessary to release Liens to be released pursuant to this Section 9.9 promptly upon the effectiveness of any such release. Upon request by the Administrative Agent at any time, the Lenders, the Swingline Lender, and the Issuing Bank will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.9.
(c) The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to any Secured Party for any failure to monitor or maintain any portion of the Collateral.4.12(b);
Appears in 1 contract
Sources: Indenture (MultiPlan Corp)
Release of Collateral. (ai) Each Lender (including in its or any of its Affiliate’s capacities as a potential Hedge Bank or Cash Management Bank), the Swingline Lender, The Administrative Agent and the Issuing Bank Lenders hereby irrevocably authorize direct the Administrative Agent, at is option and discretion:
(i) the Collateral Agent or the UK Security Trustee, as the case may be, to release release, in accordance with the terms hereof, any Lien on any Collateral granted to or held by the Administrative Agent, the Collateral Agent or the UK Security Trustee, as the case may be, for the benefit of the Secured PartiesParties (and in the case of a sale of all of the assets or Capital Stock of a Subsidiary under clause (B) below, under any Loan Document to release the affected Subsidiary from its guaranty):
(A) upon the termination against all of the Revolving Commitments Collateral, upon final and indefeasible payment in full in cash of all Secured the Loans and Obligations (other than (1) contingent indemnification obligations and (2) obligations and liabilities under Secured Cash Management Agreements or Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the Issuing Bank shall have been made), hereof;
(B) that is sold against any part of the Collateral sold, transferred or otherwise disposed of by the Borrower or to be sold or otherwise disposed any of as part of or in connection with any sale or other disposition permitted under the Loan Documents to a Person that is not a Loan Party, (C) if approved, authorized or ratified in writing in accordance with Section 10.2, (D) its Subsidiaries to the extent such asset constitutes an Excluded Asset (as defined in the Security Agreement) or (E) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to clause (iii) below;
(ii) to subordinate any Lien on any Collateral granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien permitted pursuant to Section 7.2(b); or
(iii) to release any Guarantor from its obligations under any Loan Documents if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted under the Loan Documents. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to this Section 9.9. In each case as specified in this Section 9.9, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Subsidiary Guaranty Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.9. In the case of any such sale, transfer or disposal of any property constituting Collateral in a transaction constituting an Disposition disposition is permitted hereby (or permitted pursuant to a waiver or consent of a transaction otherwise prohibited hereby);
(C) against any Collateral acquired by the Borrower or any of its Subsidiaries after the Closing Date and at least 70% of the purchase price therefor is within 120 days of the acquisition thereof financed with Indebtedness secured by a Lien permitted by Section 7.6 8.1(c);
(D) so long as no Default or Event of Default has occurred and is continuing, in the sole discretion of the Administrative Agent upon the request of the Borrower, against any part of the Collateral with a fair market value of less than $10,000,000 in the aggregate during the term of this Agreement as such fair market value may be certified to a Person that is not a Loan Partythe Administrative Agent, the Collateral Agent and the UK Security Trustee by the Borrower in an officer’s certificate acceptable in form and substance to the Administrative Agent, the Collateral Agent and the UK Security Trustee;
(E) against a part of the Collateral which release does not require the consent of all of the Lenders as set forth in Section 12.1(a)(ii), if such release is consented to by the Required Lenders; and
(F) against the Collateral consisting of Receivables Facility Assets upon the entry by the Borrower and/or its Subsidiaries into a Permitted Account Receivable Securitization; provided, however, that (y) neither the Administrative Agent nor the Collateral Agent nor the UK Security Trustee shall be required to execute any such document on terms which, in its opinion, would expose it to liability or create any obligation or entail any consequence other than the release of such Liens created by without recourse or warranty, and (z) such release shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Borrower or any of its Subsidiaries in respect of) all interests retained by the Security Documents on such property Borrower and/or any of its Subsidiaries, including (without limitation) the proceeds of any sale, all of which shall be automatically released without need for further action by any Personcontinue to constitute part of the Collateral.
(bii) Each Lender, of the Swingline Lender, and the Issuing Bank Lenders hereby directs the Administrative Agent, at Agent to (or to cause the sole cost and expense of the Borrower, to Administrative Agent to) execute and deliver or file or authorize the filing of such termination, termination and partial release statements, mortgage releases or other instruments evidencing release of a Lien, statements and do such other things as are necessary to release Liens to be released pursuant to this Section 9.9 12.15 promptly upon the effectiveness of any such release. Upon request by the Administrative Agent at any time, the Lenders, the Swingline Lender, and the Issuing Bank will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.9enter into intercreditor agreements contemplated or permitted herein.
(c) The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to any Secured Party for any failure to monitor or maintain any portion of the Collateral.
Appears in 1 contract
Release of Collateral. (a) Each Lender (including Collateral may be released from the security interest and Liens created by the Security Documents at any time or from time to time in its or any accordance with the provisions of its Affiliate’s capacities as a potential Hedge Bank or Cash Management Bank)the Security Documents, the Swingline LenderIntercreditor Agreement or as provided hereby. Upon the request of the Company pursuant to an Officers’ Certificate certifying that all conditions precedent hereunder have been met, and without the consent of any Holder, the Company and the Subsidiary Guarantors will be entitled to a release of property and other assets included in the Collateral from the Liens securing the Second Lien Obligations, and the Issuing Bank hereby irrevocably authorize the Administrative Agent, at is option and discretion:
(i) to release any Second Lien on any Collateral granted to or held by the Administrative Agent, for the benefit of the Secured Parties, under any Loan Document (A) upon the termination of the Revolving Commitments and payment in full in cash of all Secured Obligations (other than (1) contingent indemnification obligations and (2) obligations and liabilities under Secured Cash Management Agreements or Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank Agent shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the Issuing Bank shall have been made), (B) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted under the Loan Documents to a Person that is not a Loan Party, (C) if approved, authorized or ratified in writing in accordance with Section 10.2, (D) to the extent such asset constitutes an Excluded Asset (as defined in the Security Agreement) or (E) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to clause (iii) below;
(ii) to subordinate any Lien on any Collateral granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien permitted pursuant to Section 7.2(b); or
(iii) to release any Guarantor from its obligations under any Loan Documents if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted under the Loan Documents. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to this Section 9.9. In each case as specified in this Section 9.9, the Administrative Agent will, at the Borrower’s expense, promptly execute and deliver to the applicable Loan Party such documents and instruments as such Loan Party the Company and the Subsidiary Guarantors may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Subsidiary Guaranty Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.9. In the case of any such sale, transfer or disposal of any property constituting Collateral in a transaction constituting an Disposition permitted pursuant to Section 7.6 to a Person that is not a Loan Party, the Liens created by any of the Security Documents on such property shall be automatically released without need for further action by any Person.
(b) Each Lender, the Swingline Lender, and the Issuing Bank hereby directs the Administrative Agent, at the Company’s sole cost and expense and without the consent of any Holder of the BorrowerSecurities, under any one or more of the following circumstances:
(1) in whole, upon satisfaction and discharge of the Company’s obligations under this Indenture in accordance with Article 8;
(2) in whole, upon a legal defeasance or covenant defeasance as described in accordance with Article 8;
(3) in part, as to execute and deliver any property or file asset constituting Collateral (A) if the Liens on the Collateral securing the First Lien Obligations are released (except if such release is in connection with the Discharge of the First Lien Obligations), (B) to enable the Company or authorize any Restricted Subsidiary to consummate the filing sale, lease, transfer or other disposition of such terminationproperty or assets to the extent not prohibited under Section 4.06, partial release statements, mortgage releases (C) that is owned by a Subsidiary Guarantor to the extent such Subsidiary Guarantor has been released from its Subsidiary Guaranty in accordance with Article 10 or other instruments evidencing release of a Lien(D) otherwise in accordance with, and do such other things as are necessary to release Liens to be released expressly provided for under, this Indenture; or
(4) pursuant to this Section 9.9 promptly upon the effectiveness of any such release. Upon request by the Administrative Agent at any time, the Lenders, the Swingline Lender, and the Issuing Bank will confirm in writing the Administrative Agent’s authority to release particular types amendment or items of Collateral pursuant supplement to this Section 9.9Indenture or to the Securities effected in accordance with Article 9.
(c) The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to any Secured Party for any failure to monitor or maintain any portion of the Collateral.
Appears in 1 contract
Release of Collateral. (a) Each Lender Collateral may be released from the security interest created by the Security Documents at any time or from time to time in accordance with the provisions of the Security Documents. The release of any Collateral from the terms hereof and of the Security Documents or the release of, in whole or in part, the Liens created by the Security Documents, will not be deemed to impair the Lien on the Collateral in contravention of the provisions hereof if and to the extent the Collateral or Liens are released pursuant to the applicable Security Documents and pursuant to the terms of this Article 11. The Trustee and each of the Holders acknowledge that a release of Collateral or a Lien strictly in accordance with the terms of the Security Documents and of this Article 11 will not be deemed for any purpose to be an impairment of the Lien on the Collateral in contravention of the terms of this Indenture.
(including in its b) The Liens created by the Security Documents on the Collateral shall be automatically released, without the need for any further action by any Person, and will no longer secure the Securities or the Subsidiary Guarantees or any of its Affiliate’s capacities as a potential Hedge Bank or Cash Management Bank), the Swingline Lenderother Obligations under this Indenture, and the Issuing Bank hereby irrevocably authorize right of the Administrative Agent, at is option Holders and discretionholders of such other Obligations to the benefits and proceeds of such Liens will terminate and be discharged:
(i1) to release any Lien on any Collateral granted to or held by the Administrative Agentin whole, for the benefit of the Secured Parties, under any Loan Document (A) upon the termination of the Revolving Commitments and payment in full in cash of all Secured Obligations (other than (1) contingent indemnification obligations the principal of, accrued and unpaid interest, if any, and premium, if any, on, the Securities;
(2) in whole, upon satisfaction and discharge of the Company’s obligations and liabilities under Secured Cash Management Agreements this Indenture in accordance with Article 8;
(3) in whole, upon a legal defeasance or Secured Hedge Agreements covenant defeasance as described in accordance with Article 8;
(4) in part, as to which arrangements satisfactory to the applicable Cash Management Bank any property or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit asset constituting Collateral (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the Issuing Bank shall have been made), (BA) that is sold or otherwise disposed of or to be sold or otherwise deemed disposed of as part of or in connection with any sale or other disposition a transaction permitted under the Loan Documents to a Person by Section 4.06, (B) that is not owned by a Loan Party, (C) if approved, authorized or ratified in writing in accordance with Section 10.2, (D) Subsidiary Guarantor to the extent such asset constitutes an Subsidiary Guarantor has been released from its Subsidiary Guarantee in accordance with Article 10 or (C) otherwise in accordance with, and as expressly provided for under, this Indenture (including a release of Excluded Asset Assets (as defined in the Security Collateral Agreement) or (E) if the property subject to such Lien is owned in connection with an Incurrence of Permitted Indebtedness secured by a Guarantor, upon release of such Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to clause (iii) below;
(ii) to subordinate any Permitted Lien on any or Permitted Collateral granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien permitted pursuant to Section 7.2(bLien); or
(iii5) pursuant to release any Guarantor amendment or supplement to this Indenture or to the Securities effected in accordance with Article 9.
(c) In addition, Collateral may be released from its obligations under any Loan Documents if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted under the Loan Documents. Upon request Liens created by the Administrative Agent Security Documents at any timetime or from time to time in accordance with the provisions of the Security Documents and any applicable Intercreditor Agreements. At the request of the Company (which request shall be accompanied by an Opinion of Counsel and an Officers’ Certificate stating that all conditions precedent in the Indenture, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release Security Documents and any Guarantor from its obligations under the Subsidiary Guaranty Intercreditor Agreement pursuant to this Section 9.9. In each case as specified in this Section 9.9, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party release of such documents as such Loan Party may Collateral have been satisfied) for a confirmation, acknowledgement or other documentation reasonably request requested by the Company to evidence the release of Liens or Collateral in accordance with this Section 11.02, at the Company’s and the Subsidiary Guarantors’ expense, the Trustee shall promptly deliver such item confirmation, acknowledgement or other documentation so reasonably requested by the Company. The release of any Collateral from the assignment and security interest granted under Lien of the Security Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Subsidiary Guaranty Agreementrelease, in each case whole or in part, of the Liens created by the Security Documents, shall not be deemed to impair the Lien on the Collateral in contravention of the provisions of this Indenture if and to the extent the Collateral or Liens are released in accordance with the terms of the Loan Documents applicable Security Documents, any applicable Intercreditor Agreements and this Section 9.9. In the case of any such sale, transfer or disposal of any property constituting Collateral in a transaction constituting an Disposition permitted pursuant to Section 7.6 to a Person that is not a Loan Party, the Liens created by any of the Security Documents on such property shall be automatically released without need for further action by any PersonArticle 11.
(b) Each Lender, the Swingline Lender, and the Issuing Bank hereby directs the Administrative Agent, at the sole cost and expense of the Borrower, to execute and deliver or file or authorize the filing of such termination, partial release statements, mortgage releases or other instruments evidencing release of a Lien, and do such other things as are necessary to release Liens to be released pursuant to this Section 9.9 promptly upon the effectiveness of any such release. Upon request by the Administrative Agent at any time, the Lenders, the Swingline Lender, and the Issuing Bank will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.9.
(c) The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to any Secured Party for any failure to monitor or maintain any portion of the Collateral.
Appears in 1 contract
Sources: Indenture (Rotech Healthcare Inc)
Release of Collateral. Each Lender hereby consents to the release and hereby directs the Administrative Agent to release (or, in the case of clause (b)(ii) below, release or subordinate) the following:
(a) Each Lender (including in any Borrower from its or any of its Affiliate’s capacities as a potential Hedge Bank or Cash Management Bank), the Swingline Lender, and the Issuing Bank hereby irrevocably authorize the Administrative Agent, at is option and discretion:
Obligations hereunder if (i) all of the Equity Interests of such Borrower are disposed of in a Transfer permitted under the Loan Documents (including pursuant to release a waiver or consent), provided, after giving effect to such Transfer, Borrowers have complied with the requirements of Section 7.10, or (ii) all of the assets of a Facility of such Borrower are disposed of in a Transfer permitted under the Loan Documents (including pursuant to a waiver or consent), provided, after giving effect to such Transfer, Borrowers have complied with the requirements of Section 8.4(e); and
(b) any Lien on any Collateral granted to or held by the Administrative Agent, Agent for the benefit of the Secured PartiesParties against (i) any Collateral that is disposed of by a Borrower in a Transfer permitted by the Loan Documents (including pursuant to a valid waiver or consent), under to the extent all Liens required to be granted in such Collateral pursuant to Section 7.10 after giving effect to such Transfer have been granted, (ii) any Loan Document property subject to a Lien permitted hereunder in reliance upon Section 8.2(c) or (d), (iii) all of the Collateral and all the Borrowers, upon (A) upon the termination of the Revolving Commitments payment and payment satisfaction in full in cash of all Secured Loans and all other Obligations that the Administrative Agent has been notified in writing are then due and payable, (other than (1B) deposit of cash collateral with respect to all contingent indemnification obligations Obligations, in amounts and (2) obligations on terms and liabilities under Secured Cash Management Agreements or Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) conditions and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements with parties satisfactory to the Administrative Agent and the Issuing Bank shall have been made), (B) each Indemnitee that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted under the Loan Documents to a Person that is not a Loan Party, owed such Obligations and (C) if approved, authorized or ratified in writing in accordance with Section 10.2, (D) to the extent such asset constitutes an Excluded Asset (as defined in the Security Agreement) or (E) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to clause (iii) below;
(ii) to subordinate any Lien on any Collateral granted to or held requested by the Administrative Agent under any Loan Document to the holder of any Lien permitted pursuant to Section 7.2(b); or
(iii) to release any Guarantor from its obligations under any Loan Documents if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted under the Loan Documents. Upon request Agent, receipt by the Administrative Agent at any time, Secured Parties of liability releases from the Required Lenders will confirm Borrowers each in writing form and substance acceptable to the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to this Section 9.9. In each case as specified in this Section 9.9, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Subsidiary Guaranty Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.9. In the case of any such sale, transfer or disposal of any property constituting Collateral in a transaction constituting an Disposition permitted pursuant to Section 7.6 to a Person that is not a Loan Party, the Liens created by any of the Security Documents on such property shall be automatically released without need for further action by any Person.
(b) Each Lender, the Swingline Lender, and the Issuing Bank Lender hereby directs the Administrative Agent, at and the sole cost and expense Administrative Agent hereby agrees, upon receipt of the reasonable advance notice from any Borrower, to execute and deliver or file or authorize the filing of such termination, partial release statements, mortgage releases or documents and to perform other instruments evidencing release of a Lien, and do such other things as are actions reasonably necessary to release the guaranties and Liens to be released pursuant to when and as directed in this Section 9.9 promptly upon the effectiveness of any such release. Upon request by the Administrative Agent at any time, the Lenders, the Swingline Lender, and the Issuing Bank will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.910.10.
(c) The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to any Secured Party for any failure to monitor or maintain any portion of the Collateral.
Appears in 1 contract
Sources: Credit Agreement (Emeritus Corp\wa\)
Release of Collateral. (a) Each Lender (including in its or any of its Affiliate’s capacities as a potential Hedge Bank or Cash Management Bank), the Swingline Lender, and the Issuing Bank hereby irrevocably authorize the Administrative Agent, at is option and discretion:
(i) to release any Lien on any Collateral granted to or held by the Administrative Agent, for the ratable benefit of the Secured Parties, under any Loan Document (A) upon the termination of the Revolving Commitments and payment in full in cash of all Secured Obligations (other than (1) contingent indemnification obligations and (2) obligations and liabilities under Secured Cash Management Agreements or Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the Issuing Bank shall have been made), (B) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted under the Loan Documents to a Person that is not a Loan PartyDocuments, or (C) if approved, authorized or ratified in writing in accordance with Section 10.2, (D) to the extent such asset constitutes an Excluded Asset (as defined in the Security Agreement) or (E) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to clause (iii) below;
(ii) to subordinate any Lien on any Collateral granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien permitted pursuant to Section 7.2(b); or
(iii) to release any Guarantor from its obligations under any Loan Documents if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted under the Loan Documents. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to this Section 9.9. In each case as specified in this Section 9.9, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Subsidiary Guaranty Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.9. In the case of any such sale, transfer or disposal of any property constituting Collateral in a transaction constituting an Disposition permitted pursuant to Section 7.6 to a Person that is not a Loan Party7.6, the Liens created by any of the Security Documents on such property shall be automatically released without need for further action by any Person.
(b) Each Lender, the Swingline Lender, and the Issuing Bank hereby directs the Administrative Agent, at the sole cost and expense of the Borrower, to execute and deliver or file or authorize the filing of such termination, partial release statements, mortgage releases or other instruments evidencing release of a Lien, and do such other things as are necessary to release Liens to be released pursuant to this Section 9.9 promptly upon the effectiveness of any such release. Upon request by the Administrative Agent at any time, the Lenders, the Swingline Lender, and the Issuing Bank will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.9.
(c) The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to any Secured Party the Lenders for any failure to monitor or maintain any portion of the Collateral.
Appears in 1 contract
Sources: Credit Agreement (E.W. SCRIPPS Co)
Release of Collateral. (ai) Each Lender (including in its or any of its Affiliate’s capacities as a potential Hedge Bank or Cash Management Bank)hereby directs, the Swingline Lender, and the Issuing Bank hereby irrevocably authorize the Administrative Agent, at is option and discretion:
(i) to release any Lien on any Collateral granted to or held by the Administrative Agent, for the benefit of the Secured Parties, under any Loan Document (A) upon the termination of the Revolving Commitments and payment in full in cash of all Secured Obligations (other than (1) contingent indemnification obligations and (2) obligations and liabilities under Secured Cash Management Agreements or Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the Issuing Bank shall have been made), (B) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted under the Loan Documents to a Person that is not a Loan Party, (C) if approved, authorized or ratified in writing in accordance with Section 10.2, (D) to the extent such asset constitutes an Excluded Asset (as defined in the Security Agreement) or (E) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to clause (iii) below;
(ii) to subordinate any Lien on any Collateral granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien permitted pursuant to Section 7.2(b); or
(iii) to release any Guarantor from its obligations under any Loan Documents if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted under the Loan Documents. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to this Section 9.9. In each case as specified in this Section 9.9, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Subsidiary Guaranty Agreement, in each case in accordance with the terms of this Agreement, the Loan Documents Administrative Agent to release or to subordinate any Lien held by the Administrative Agent for the benefit of the Lenders and the Issuing Banks:
(A) against all of the Collateral, upon payment in full of the Obligations and termination of this Agreement;
(B) against that portion of the collateral being sold, assigned, transferred, leased, licensed, conveyed, or otherwise disposed of in accordance with Section 9.9. In the case 9.02; or
(C) against collateral of any such sale, transfer or disposal holder of any property constituting Collateral in a transaction constituting an Disposition Lien permitted pursuant to under Section 7.6 to a Person that is not a Loan Party, the Liens created by any of the Security Documents on such property shall be automatically released without need for further action by any Person9.03.
(bii) Each Lender, the Swingline Lender, Lender and the each Issuing Bank hereby directs the Administrative Agent, at the sole cost and expense of the Borrower, Agent to execute and deliver or file or authorize the filing of such termination, termination and partial release statements, mortgage releases or other instruments evidencing release of a Lien, statements and do such other things as are necessary to release Liens to be released pursuant to this Section 9.9 12.09(b) promptly upon the effectiveness of any such release. Upon request by the Administrative Agent at any time, the Lenders, the Swingline Lender, and the Issuing Bank Lenders will confirm in writing the Administrative Agent’s 's authority to release particular types or items of as Collateral pursuant to this Section 9.912.09.
(ciii) Without in any manner limiting the Administrative Agent's authority to act without any specific or further authorization or consent by Requisite Lenders (as set forth in Section 12.09(b)), each Lender agrees to confirm in writing, upon request by the Borrowers, the authority to release Collateral conferred upon the Administrative Agent under clauses (A) through (C) of Section 12.09(b). So long as no Event of Default or Default is then continuing, upon receipt by the Administrative Agent of any such written confirmation from Requisite Lenders of its authority to release any particular items or types of Collateral, and upon at least five (5) Business Days prior written request by the Borrowers, the Administrative 128 Agent shall (and is hereby irrevocably authorized by Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Administrative Agent for the benefit of Lenders herein or pursuant hereto upon such Collateral; provided, that (i) the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent's opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Borrowers in respect of) all interests retained by the Borrowers all of which shall continue to constitute part of the Collateral.
(iv) The Administrative Agent shall not be responsible for have no obligation whatsoever to the Lenders or to any other Person 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 Liens granted to the Administrative Agent pursuant to the Security Agreements have a 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 ascertain continue exercising, any of the rights, authorities and powers granted or inquire into available to the Administrative Agent in this Section 12.09 or in any representation or warranty regarding of the existenceLoan Documents, value or collectability it being understood and agreed that in respect of the Collateral, the existenceor in any act, priority omission or perfection of the Administrative Agent’s Lien thereonevent related thereto, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible may act in any manner it may deem appropriate, in its sole discretion, given its own interest in the Collateral as one of the Lenders and that the Administrative Agent shall have no duty or liable liability whatsoever to any Secured Party for any failure Lender unless required to monitor act or maintain any portion refrain from acting upon the instructions of the CollateralRequisite Lenders and then only in accordance with Section 12.01.
Appears in 1 contract
Release of Collateral. The Lenders irrevocably authorize the Collateral Agents (and the Collateral Agents agree):
(a) Each Lender (including in its or any of its Affiliate’s capacities as a potential Hedge Bank or Cash Management Bank), the Swingline Lender, and the Issuing Bank hereby The First-Lien Lenders irrevocably authorize the Administrative Agent, at is option First-Lien Agents (and discretion:
the First-Lien Agents agree) (i) to release any Lien on any Collateral property granted to or held by the First-Lien Collateral Agent or the Administrative Agent, for the benefit of the Secured Parties, Agent under any Loan Document and (ii) to release each Loan Party from its obligations under the Loan Documents (A) upon the termination of the Revolving Commitments and payment in full in cash of all Secured First-Lien Obligations (other than (1) any contingent indemnification obligations and (2) obligations and liabilities under Secured Cash Management Agreements or Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the Issuing Bank shall have been madeobligations), (B) upon the Termination Date or, if earlier, upon the Discharge of First-Lien Obligations, (C) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale permitted hereunder or under any other disposition permitted under the Loan Documents Document to a any Person that is not other than a Loan Party, (CD) subject to Section 9.08, if approved, authorized or ratified in writing in accordance with Section 10.2by the Required Lenders, (D) to the extent such asset constitutes an Excluded Asset (as defined in the Security Agreement) or (E) if the property subject to such Lien is owned by a Guarantor, Subsidiary Guarantor upon release of such Guarantor from its obligations under the Subsidiary its Guaranty Agreement pursuant to clause (iiid) below;
(b) The Second-Lien Lenders irrevocably authorize the Second-Lien Agents (and the Second-Lien Agents agree) (i) to release any Lien on any property granted to or held by the Second-Lien Collateral Agent or the Administrative Agent under any Loan Document and (ii) to release each Loan Party from its obligations under the Loan Documents (A) upon the payment in full of all Second-Lien Obligations (other than any contingent obligations), (B) upon the Termination Date or, if earlier, upon the Discharge of Second-Lien Obligations, (C) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document to any Person other than a Loan Party, (D) subject to Section 9.08, if approved, authorized or ratified in writing by the Required Lenders, or (E) owned by a Subsidiary Guarantor upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (d) below;
(c) at the request of the Borrower, to subordinate any Lien on any Collateral property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted pursuant to Section 7.2(bby clauses (f); or, (h) and (s) of the definition of Permitted Liens;
(iiid) to release any Subsidiary Guarantor from its obligations under any Loan Documents Document to which it is a party if such Person ceases to be a Restricted Subsidiary constituting a Guarantor as a result of a transaction or designation permitted under hereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of the Loan DocumentsNew Senior Notes, Permitted First Priority Refinancing Debt, Permitted Second Priority Refinancing Debt, Permitted Unsecured Refinancing Debt, any Junior Financing and any Refinancing Indebtedness in respect of any of the foregoing unless and until such Guarantor is (or is being substantially simultaneously) released from its guarantee with respect to the New Senior Notes, Permitted First Priority Refinancing Debt, Permitted Second Priority Refinancing Debt, Permitted Unsecured Refinancing Debt, such Junior Financing and any Refinancing Indebtedness in respect of any of the foregoing; and
(e) to enter into the intercreditor arrangements contemplated by the definitions of “Permitted First Priority Refinancing Debt”, “Permitted Second Priority Refinancing Debt” or by Sections 2.24 and 2.25. Upon request by the Administrative any Agent at any time, the Required Lenders will confirm in writing the Administrative such Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty Agreement Loan Documents or to enter into intercreditor arrangements, in each case, pursuant to this Section 9.99.18. In each case as specified in this Section 9.99.18, the Administrative relevant 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 or subordination of such item of Collateral from the assignment and security interest granted under the Security Documents or to subordinate its interest in such itemLoan Documents, or to release such Guarantor Loan Party from its obligations under the Subsidiary Guaranty AgreementLoan Documents, in each case case, in accordance with the terms of the Loan Documents and this Section 9.9. In the case of any such sale, transfer or disposal of any property constituting Collateral in a transaction constituting an Disposition permitted pursuant to Section 7.6 to a Person that is not a Loan Party, the Liens created by any of the Security Documents on such property shall be automatically released without need for further action by any Person9.18.
(b) Each Lender, the Swingline Lender, and the Issuing Bank hereby directs the Administrative Agent, at the sole cost and expense of the Borrower, to execute and deliver or file or authorize the filing of such termination, partial release statements, mortgage releases or other instruments evidencing release of a Lien, and do such other things as are necessary to release Liens to be released pursuant to this Section 9.9 promptly upon the effectiveness of any such release. Upon request by the Administrative Agent at any time, the Lenders, the Swingline Lender, and the Issuing Bank will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.9.
(c) The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to any Secured Party for any failure to monitor or maintain any portion of the Collateral.
Appears in 1 contract
Sources: Credit Agreement (Nuveen Investments Holdings, Inc.)
Release of Collateral. (a) Each Lender (including in its or any of its Affiliate’s capacities as a potential Hedge Bank or Cash Management Bank), the Swingline Lender, and the Issuing Bank hereby irrevocably authorize --------------------- authorizes the Administrative Agent, at is its option and in its discretion:
(i) , to release any Lien on any Collateral granted to or held by the Administrative Agent, or for the benefit of the Secured Parties, under Administrative Agent with respect to any Loan Document Restricted Subsidiary or Collateral (Ai) upon the termination of the Revolving Commitments Lenders' obligations to make Term Loans and payment in full in cash and satisfaction of all Secured Term Loans and all other Obligations and which the Administrative Agent has been notified in writing are then due and payable; (other than (1) contingent indemnification obligations and (2) obligations and liabilities under Secured Cash Management Agreements ii constituting Collateral being sold or Secured Hedge Agreements as to which arrangements satisfactory to disposed of if the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory Borrower certifies to the Administrative Agent pursuant to an Officers' Certificate that the sale or disposition is being made in compliance with the terms of this Agreement and the Issuing Bank shall have been made), (B) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted under the Loan Documents (and, absent any actual knowledge of the Administrative Agent to a Person that is not a Loan Partythe contrary, the Administrative Agent may rely conclusively on any such certificate, without further inquiry); (C) ii constituting property in which the Borrower or any other Obligor owned no interest at the time the Lien was granted and at all times thereafter; or (iv if approved, authorized or ratified in writing in accordance with Section 10.2, (D) to the extent such asset constitutes an Excluded Asset (as defined in the Security Agreement) or (E) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to clause (iii) below;
(ii) to subordinate any Lien on any Collateral granted to or held by the Administrative Agent under any Loan Document to at the holder direction of any Lien permitted the Lenders required pursuant to Section 7.2(b); or
(iii) to release any Guarantor from its obligations under any Loan Documents if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted under the Loan Documents10.1. Upon request by the Administrative Agent at any time, the Required Lenders ------------ each Lender will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to this Section 9.9. In each case as specified in this Section 9.9, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Subsidiary Guaranty Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.9. In the case of any such sale, transfer or disposal of any property constituting Collateral in a transaction constituting an Disposition permitted pursuant to Section 7.6 to a Person that is not a Loan Party, the Liens created by any of the Security Documents on such property shall be automatically released without need for further action by any Person.
(b) Each Lender, the Swingline Lender, and the Issuing Bank hereby directs the Administrative Agent, at the sole cost and expense of the Borrower, to execute and deliver or file or authorize the filing of such termination, partial release statements, mortgage releases or other instruments evidencing release of a Lien, and do such other things as are necessary to release Liens to be released pursuant to this Section 9.9 promptly upon the effectiveness of any such release. Upon request by the Administrative Agent at any time, the Lenders, the Swingline Lender, and the Issuing Bank will confirm in writing the Administrative Agent’s 's authority to release particular types or items of Collateral pursuant to this Section 9.9.
9.12. ------------ Upon any sale and transfer of Collateral which is expressly permitted pursuant to the terms of this Agreement or any other Security Document, or consented to in writing by the Required Lenders or all of the Lenders, as applicable, and upon at least five Business Days' prior written request by the Borrower, the Administrative Agent shall (cand is hereby irrevocably authorized by the Lenders to) The execute such documents as may be necessary to evidence the release of the Liens granted to the Administrative Agent for the benefit of the Lenders herein or pursuant hereto upon the Collateral that was sold or transferred; provided that (i) the Administrative Agent shall not be responsible for required to -------- execute any such document on terms which, in the Administrative Agent's opinion, would expose the Administrative Agent to liability or have a duty to ascertain create any obligation or inquire into entail any consequence other than the release of such Liens without recourse, representation or warranty regarding and (ii) such release shall not in any manner discharge, affect or impair the existenceObligations or any Liens upon (or obligations of the Borrower or any of its Subsidiaries in respect of) all interests retained by the Borrower or any of its Subsidiaries, value including, without limitation, the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or collectability transfer of Collateral, or any foreclosure with respect to any of the Collateral, the existence, priority or perfection Administrative Agent shall be authorized to deduct all of the Administrative Agent’s Lien thereon, or any certificate prepared expenses reasonably incurred by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible from the proceeds of any such sale, transfer or liable to any Secured Party for any failure to monitor or maintain any portion of the Collateralforeclosure.
Appears in 1 contract
Release of Collateral. (a) Each Lender The Lenders (including in its or any of its Affiliate’s their capacities as a potential Hedge Bank or Cash Management Bank), Banks) irrevocably authorize and direct the Swingline Lender, Agents (and the Issuing Bank hereby irrevocably authorize the Administrative Agent, at is option and discretion:Agents agree):
(ia) to release any Lien on any Collateral property granted to or held by the Collateral Agent or the Administrative Agent, for the benefit of the Secured Parties, Agent under any Loan Document (Aw) upon the termination of Termination Date (and, concurrently therewith, to release all the Revolving Commitments and payment in full in cash of all Secured Obligations Loan Parties from their obligations under the Loan Documents (other than (1) contingent indemnification obligations and (2) obligations and liabilities under Secured Cash Management Agreements or Secured Hedge Agreements as to which arrangements satisfactory to those that specifically survive the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the Issuing Bank shall have been madeTermination Date)), (Bx) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale permitted hereunder or under any other disposition permitted under the Loan Documents Document to a any Person that is not other than a Loan Party, (Cy) subject to Section 9.08, if approved, authorized or ratified in writing in accordance with Section 10.2by the Required Lenders, (D) to the extent such asset constitutes an Excluded Asset (as defined in the Security Agreement) or (Ez) if the property subject to such Lien is owned by a Guarantor, Subsidiary Guarantor upon release of such Guarantor from its obligations under the Subsidiary Guaranty Agreement its guaranty pursuant to clause (iiic) below;
(iib) at the request of the Borrower, to subordinate any Lien on any Collateral property granted to or held by the Administrative any Agent under any Loan Document to the holder of any Lien on such property that is permitted pursuant by clauses (f), (h), (i), (r) (to the extent related to any Lien permitted by clause (f), (h) or (i) of the definition of Permitted Liens), (t), (cc) and (ee) of the definition of Permitted Liens or any other Lien that is expressly permitted by Section 7.2(b6.02 to be senior to the Lien securing the Obligations or to release, and to execute and/or deliver documents to evidence the release or non-existence of, any Lien securing the Obligations upon any Excluded Property (as defined in the Guarantee and Collateral Agreement); orand
(iiic) to release any Subsidiary Guarantor from its obligations under any Loan Documents Document to which it is a party if such Person ceases to be a Restricted Subsidiary subsidiary as a result of a transaction or designation permitted under hereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of the Loan DocumentsRevolving Credit Agreement, any Junior Financing and any Refinancing Indebtedness in respect thereof unless and until such Guarantor is (or is being simultaneously) released from its guarantee with respect to the Revolving Credit Agreement, such Junior Financing and any Refinancing Indebtedness in respect thereof. Upon request by the Administrative any Agent at any time, the Required Lenders will confirm in writing the Administrative such Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty Agreement Loan Documents pursuant to this Section 9.99.19. In each case as specified in this Section 9.99.19, the Administrative relevant Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request (including any UCC-3 termination statements) to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Documents or to subordinate its interest in such itemLoan Documents, or to release such Guarantor Loan Party from its obligations under the Subsidiary Guaranty AgreementLoan Documents, in each case case, in accordance with the terms of the Loan Documents and this Section 9.9. In the case of any such sale, transfer or disposal of any property constituting Collateral in a transaction constituting an Disposition permitted pursuant to Section 7.6 to a Person that is not a Loan Party, the Liens created by any of the Security Documents on such property shall be automatically released without need for further action by any Person9.19.
(b) Each Lender, the Swingline Lender, and the Issuing Bank hereby directs the Administrative Agent, at the sole cost and expense of the Borrower, to execute and deliver or file or authorize the filing of such termination, partial release statements, mortgage releases or other instruments evidencing release of a Lien, and do such other things as are necessary to release Liens to be released pursuant to this Section 9.9 promptly upon the effectiveness of any such release. Upon request by the Administrative Agent at any time, the Lenders, the Swingline Lender, and the Issuing Bank will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.9.
(c) The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to any Secured Party for any failure to monitor or maintain any portion of the Collateral.
Appears in 1 contract
Release of Collateral. (a) Each Lender (including in its or any 9.1 At the request of its Affiliate’s capacities as a potential Hedge Bank or Cash Management Bank)the Company, the Swingline LenderCollateral Agent shall, and the Issuing Bank hereby irrevocably authorize each of the Administrative AgentAgents and the Secured Parties hereby authorizes and directs the Collateral Agent (without any further notice or consent to or of any Secured Party) to, at is option and discretion:
promptly release (ior, in the case of clause (b) to below, release or subordinate as required by the holders of any Lien on specified thereunder) any Collateral granted to or Lien held by the Administrative Agent, Collateral Agent for the benefit of the Secured Parties against any of the following:
(a) all of the Collateral, and all Loan Parties, under upon receipt of a written notice from each of the Administrative Agents that the Commitments have been terminated and all Loans, all Reimbursement Obligations and all other Secured Obligations that the Administrative Agents have been notified in writing are then due and payable have been paid in full (and, in respect of contingent Letter of Credit Obligations, with respect to which cash collateral has been deposited or a back-up letter of credit has been issued, in either case in the appropriate currency and on terms satisfactory to the Revolving Facility Agent and the applicable Issuers);
(b) any Loan Document part of the Collateral that is subject to a Lien permitted by Sections Section 8.2 (c), (e) or (f) of the Credit Agreement; and
(c) any part of the Collateral (A) upon sold or disposed of by a Loan Party if such sale or disposition is permitted by the termination Credit Agreement (or permitted pursuant to a waiver or consent of a transaction otherwise prohibited by the Revolving Commitments and payment in full in cash of all Secured Obligations Credit Agreement) (other than (1an Asset Sale pursuant to Section 8.4(c)(i) contingent indemnification obligations and (2of the Credit Agreement) obligations and liabilities under Secured Cash Management Agreements or Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the Issuing Bank shall have been made), (B) that constitutes Stock of a Subsidiary Guarantor if such Subsidiary Guarantor has been dissolved pursuant to Section 8.7(d) of the Credit Agreement or (C) that constitutes Stock of a Foreign Subsidiary which is sold or otherwise disposed of or transferred to be sold or otherwise disposed of a Foreign Subsidiary as part of or in connection with any sale or other disposition permitted under the Loan Documents to a Person that is not a Loan Party, (C) if approved, authorized or ratified in writing in accordance with Section 10.2, (D) to the extent such asset constitutes an Excluded Asset (as defined in the Security Agreement) or (E) if the property subject to such Lien is owned by a Guarantor, upon release Post Closing Reorganization.
9.2 Each of such Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to clause (iii) below;
(ii) to subordinate any Lien on any Collateral granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien permitted pursuant to Section 7.2(b); or
(iii) to release any Guarantor from its obligations under any Loan Documents if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted under the Loan Documents. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to this Section 9.9. In each case as specified in this Section 9.9, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Subsidiary Guaranty Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.9. In the case of any such sale, transfer or disposal of any property constituting Collateral in a transaction constituting an Disposition permitted pursuant to Section 7.6 to a Person that is not a Loan Party, the Liens created by any of the Security Documents on such property shall be automatically released without need for further action by any Person.
(b) Each Lender, the Swingline Lender, Agents and the Issuing Bank Secured Parties hereby authorizes and directs the Administrative Agent, at the sole cost and expense of the Borrower, Collateral Agent to execute and deliver or file or authorize the filing of such termination, termination and partial release statements, mortgage releases or other instruments evidencing release of a Lien, statements and do take such other things actions as are reasonably necessary to release (or subordinate) Liens to be released pursuant to this Section 9.9 9 promptly upon the effectiveness of any such releaserelease (or subordination). Upon request by Each of the Agents and the Secured Parties hereby acknowledges and agrees that the Loan Parties may use the Collateral to the extent permitted under the Credit Agreement. Each Administrative Agent at any time, hereby agrees to give the Lenders, notice referred to in Section 9(a)(i) when the Swingline Lender, and the Issuing Bank will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.9Payment Obligations have been Fully Satisfied.
(c) The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to any Secured Party for any failure to monitor or maintain any portion of the Collateral.
Appears in 1 contract
Sources: Intercreditor and Collateral Agency Agreement (Warnaco Group Inc /De/)
Release of Collateral. (a) Each Lender (including Collateral may be released from the Liens and security interests created by the Security Documents at any time and from time to time in its or any accordance with the provisions of its Affiliate’s capacities as a potential Hedge Bank or Cash Management Bank)the Security Documents, the Swingline Lenderapplicable Intercreditor Agreements and this Indenture. Notwithstanding anything to the contrary in the Security Documents, any applicable Intercreditor Agreement and this Indenture, the Company and the Guarantors will be entitled to the release of property and other assets constituting Collateral from the Liens securing the Notes and the Guarantees, and the Issuing Bank hereby irrevocably authorize applicable Collateral shall be automatically released from the Administrative Liens of the Collateral Agent, at is option and discretionunder any one or more of the following circumstances:
(i) to release any Lien on any Collateral granted to or held by the Administrative Agent, for the benefit upon consummation of the Secured Partiessale, under any Loan Document (A) upon the termination of the Revolving Commitments and payment in full in cash of all Secured Obligations (other than (1) contingent indemnification obligations and (2) obligations and liabilities under Secured Cash Management Agreements or Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the Issuing Bank shall have been made), (B) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale transfer or other disposition permitted under of such Collateral by the Loan Documents Company or a Guarantor to any Person other than the Company or a Person that is not a Loan PartyGuarantor, (C) if approved, authorized or ratified in writing in accordance with Section 10.2, (D) to the extent such asset constitutes an Excluded Asset sale, transfer or other disposition is permitted under this Indenture;
(as defined ii) in the Security Agreement) or (E) if case of a Guarantor that is released from its Guarantee pursuant to Section 11.03, with respect to the property subject to and other assets of such Lien is owned by a Guarantor, upon the release of such Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to clause Guarantee;
(iii) belowwith respect to Collateral that is Capital Stock, upon the dissolution or liquidation of the issuer of that Capital Stock that is permitted by this Indenture;
(iv) with respect to any Collateral that becomes an “Excluded Asset,” upon it becoming an Excluded Asset;
(v) in accordance with Section 4.07(b);
(vi) [reserved];
(vii) with respect to any Collateral, in connection with any enforcement action taken by the Controlling Collateral Agent or the Designated Senior Representative (or, in each case, such other similar defined term), as applicable, in accordance with the terms of the applicable Intercreditor Agreement; or
(viii) as described under Article IX.
(b) The Liens on the Collateral securing the Notes and the Guarantees also shall automatically and without the need for any further action by any Person be terminated and released:
(i) upon payment in full of the principal of, together with accrued and unpaid interest on, the Notes and all other Obligations in respect of the Notes under this Indenture, the Guarantees and the Security Documents that are due and payable at or prior to the time such principal, together with accrued and unpaid interest, are paid;
(ii) to subordinate any Lien on any Collateral granted to or held by the Administrative Agent upon a satisfaction and discharge of this Indenture as described under any Loan Document to the holder of any Lien permitted pursuant to Section 7.2(b8.01(a); or
(iii) pursuant to release the terms of any Guarantor from its applicable Intercreditor Agreement.
(c) In addition, any Lien on any Collateral may be (i) released or subordinated to any Lien on such Collateral that is created, incurred or assumed pursuant to clause (viii)(A) of the definition of “Permitted Liens” to the extent required by the terms of the obligations under secured by such Liens and (ii) subordinated to any Loan Documents Lien on any Mortgaged Property if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted required under the Loan Documents. Upon request terms of any lease, easement, right of way or similar agreement effecting the Mortgaged Property provided such lease, easement, right of way or similar agreement is permitted by Section 4.07.
(d) With respect to any release of Collateral, upon receipt of an Officers’ Certificate stating that all conditions precedent under this Indenture and the Administrative Security Documents to such release have been met and that it is permitted for the Trustee or Notes Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to this Section 9.9. In each case as specified in this Section 9.9, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party documents requested by the Company in connection with such documents as release and any necessary or proper instruments of termination, satisfaction or release prepared by the Company, the Trustee and the Notes Collateral Agent shall execute, deliver or acknowledge (at the Company’s expense) such Loan Party may reasonably request instruments or releases to evidence the release of such item of any Collateral from the assignment and security interest granted under the Security Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Subsidiary Guaranty Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.9. In the case of any such sale, transfer or disposal of any property constituting Collateral in a transaction constituting an Disposition permitted pursuant to Section 7.6 to a Person that is not a Loan Party, the Liens created by any of the Security Documents on such property shall be automatically released without need for further action by any Person.
(b) Each Lender, the Swingline Lender, and the Issuing Bank hereby directs the Administrative Agent, at the sole cost and expense of the Borrower, to execute and deliver or file or authorize the filing of such termination, partial release statements, mortgage releases or other instruments evidencing release of a Lien, and do such other things as are necessary to release Liens to be released pursuant to this Section 9.9 promptly upon Indenture or the effectiveness Security Documents and shall do or cause to be done (at the Company’s expense) all acts reasonably requested of them to release such L▇▇▇ as soon as is reasonably practicable. Neither the Trustee nor the Notes Collateral Agent shall be liable for any such release. Upon request by release undertaken in reliance upon any such Officers’ Certificate, and notwithstanding any term hereof or in any Security Document to the Administrative Agent at any timecontrary, the Lenders, the Swingline Lender, Trustee and the Issuing Bank will confirm in writing the Administrative Agent’s authority to release particular types or items of Notes Collateral pursuant to this Section 9.9.
(c) The Administrative Agent shall not be responsible for or have a duty under any obligation to ascertain or inquire into release any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s such Lien thereonand security interest, or execute and deliver any certificate prepared by any Loan Party in connection therewithsuch instrument of release, nor shall the Administrative Agent be responsible satisfaction or liable to any Secured Party for any failure to monitor or maintain any portion of the Collateraltermination, unless and until it receives such Officers’ Certificate.
Appears in 1 contract
Release of Collateral. (a) Each Lender Holder of a Note, by accepting such Note, acknowledges and agrees that the Note Liens will be released automatically and without the need for any further action by any Person (including so long as such release is in its or any of its Affiliate’s capacities as a potential Hedge Bank or Cash Management Bank), compliance with the Swingline Lender, and the Issuing Bank hereby irrevocably authorize the Administrative Agent, at is option and discretion:TIA):
(i) as to release any Lien on any Collateral granted to or held by the Administrative Agent, for the benefit all of the Secured PartiesCollateral, under any Loan Document (A) upon the termination of the Revolving Commitments and payment in full in cash of all Secured Obligations (other than (1) contingent indemnification obligations the principal of, and (2) obligations accrued and liabilities under Secured Cash Management Agreements or Secured Hedge Agreements as to which arrangements satisfactory to unpaid interest and premium, if any, on the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the Issuing Bank shall have been made), (B) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted under the Loan Documents to a Person that is not a Loan Party, (C) if approved, authorized or ratified in writing in accordance with Section 10.2, (D) to the extent such asset constitutes an Excluded Asset (as defined in the Security Agreement) or (E) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to clause (iii) belowNotes;
(ii) as to subordinate any Lien on any Collateral granted to all of the Collateral, upon defeasance or held by discharge of the Administrative Agent Notes in accordance with the provisions described under any Loan Document to the holder of any Lien permitted pursuant to Section 7.2(b); orArticle VIII;
(iii) as to release any Guarantor from property or assets constituting Collateral that is sold, transferred or otherwise disposed of by the Company or any of its obligations under any Loan Documents if such Person ceases to be a Restricted Subsidiary as a result of subsidiaries in a transaction permitted under the Loan Documents. Upon request not prohibited by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to this Section 9.9. In each case as specified in this Section 9.9, the Administrative Agent willIndenture, 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 time of such item of Collateral from the assignment and security interest granted under the Security Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Subsidiary Guaranty Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.9. In the case of any such sale, transfer or disposal of disposition; or
(iv) as to any property constituting Collateral in a transaction constituting an Disposition permitted pursuant to Section 7.6 to a Person that is not owned by a Loan PartySubsidiary Guarantor that has been released from its obligations under its Subsidiary Guarantee in accordance with Section 4.07, concurrently with the Liens created by any release of the Security Documents on such property shall be automatically released without need for further action by any PersonGuarantee.
(b) Each LenderHolder of a Note, by accepting such Note, acknowledges that, notwithstanding the provisions set forth in this Section 12.04, the Swingline LenderCompany and each Subsidiary Guarantor may, without any release or consent by the Trustee or the Collateral Agent, perform a number of activities in the ordinary course in respect of the Collateral to the extent not restricted or prohibited by the Collateral Documents and this Indenture, including, without limitation, (i) selling or otherwise disposing of, in any transaction or series of related transactions, any property subject to the Note Liens which has become worn out, defective or obsolete or not used or useful in the business, (ii) abandoning, terminating, canceling, releasing or making alternations in or substitutions of any leases or contracts subject to the Note Liens, (iii) surrendering or modifying any franchise, license or permit subject to the Note Liens which it may own or under which it may be operating; (iv) altering, repairing, replacing, changing the location or position of and adding to its structures, machinery, systems, equipment, fixtures and appurtenances; (v) granting a license of any intellectual property; (vi) selling, transferring or otherwise disposing of inventory in the ordinary course of business; (vii) selling, collecting, liquidating, factoring or otherwise disposing of accounts receivable in the ordinary course of business; (viii) making cash payments (including for the repayment of Indebtedness) from cash that is at any time part of the Collateral in the ordinary course of business that are not otherwise prohibited by this Indenture; and (ix) abandoning any property which is not longer used or useful in the Company's business. The release of any Collateral from the Note Liens pursuant to the terms of this Indenture and the Issuing Bank hereby directs Collateral Documents shall not be deemed to impair the Administrative Agent, at the sole cost and expense security under this Indenture in contravention of the Borrower, provisions hereof if and to execute and deliver or file or authorize the filing of such termination, partial release statements, mortgage releases or other instruments evidencing release of a Lien, and do such other things as are necessary to release Liens to be extent that the Collateral is released pursuant to the terms of this Section 9.9 promptly upon the effectiveness of any such release. Upon request by the Administrative Agent at any time, the Lenders, the Swingline Lender, and the Issuing Bank will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.912.04.
(c) The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to any Secured Party for any failure to monitor or maintain any portion of the Collateral.
Appears in 1 contract
Sources: Indenture (E Trade Financial Corp)
Release of Collateral. (a) Each Lender Notwithstanding anything to the contrary in the Security Documents and subject to subsections (including in its or any b) and (c) of its Affiliate’s capacities as a potential Hedge Bank or Cash Management Bank)this Section 10.4, the Swingline LenderCompany and the Guarantors will be entitled to the releases of property and other assets included in the Collateral from the Liens securing the Notes under any one or more of the following circumstances. The applicable assets included in the Collateral shall be automatically released from the Liens securing the Notes, and the Issuing Bank hereby irrevocably authorize applicable Guarantor shall be automatically released from its obligations under this Indenture and the Administrative AgentSecurity Documents, at is option and discretionunder any one or more of the following circumstances or any applicable circumstance as provided in the Intercreditor Agreement or the Security Documents:
(i) upon Discharge of Notes Obligations;
(ii) to release any Lien on any Collateral granted to enable the disposition of such property or held by the Administrative Agent, for the benefit of the Secured Parties, under any Loan Document (A) upon the termination of the Revolving Commitments and payment in full in cash of all Secured Obligations (other than (1) contingent indemnification obligations and (2) obligations and liabilities under Secured Cash Management Agreements or Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the Issuing Bank shall have been made), (B) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted under the Loan Documents assets to a Person that is not the Company or a Loan Party, (C) if approved, authorized or ratified in writing in accordance with Section 10.2, (D) Guarantor to the extent such asset constitutes an Excluded Asset (as defined in the Security Agreement) or (E) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations not prohibited under the Subsidiary Guaranty Agreement pursuant to clause (iii) belowSection 4.10;
(ii) to subordinate any Lien on any Collateral granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien permitted pursuant to Section 7.2(b); or
(iii) to release any in the case of a Guarantor that is released from its obligations under any Loan Documents if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted under the Loan Documents. Upon request by the Administrative Agent at any timeGuarantee, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to this Section 9.9. In each case as specified in this Section 9.9, 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 the property and assets of such item Guarantor;
(iv) in connection with the taking of Collateral from an enforcement action by the assignment and security interest granted under the Security Documents representative of any First Priority Obligation or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Subsidiary Guaranty Agreement, in each case Second Priority Obligation in accordance with the terms of the Loan Documents and this Section 9.9Intercreditor Agreement; and
(v) as described under Article IX. In addition, the case of any such sale, transfer or disposal of any property constituting Collateral in a transaction constituting an Disposition permitted security interests granted pursuant to Section 7.6 to a Person that is not a Loan Party, the Liens created by any of the Security Documents on such property securing the Obligations shall automatically terminate and/or be automatically released all without need for further action delivery of any instrument or performance of any act by any Person.
party, and all rights to the Collateral shall revert to the applicable pledgors, when (bi) Each Lenderpayment in full in cash of the principal of, together with accrued and unpaid interest on, and premium, if any, on the Notes and all other obligations related thereto under this Indenture, the Swingline Lender, Guarantees under this Indenture and the Issuing Bank hereby directs Security Documents, including any premiums, that are due and payable at such time is made or (ii) a legal defeasance or covenant defeasance of this Indenture or upon a satisfaction and discharge of this Indenture, in each case, as described in Article VIII of this Indenture. In connection with any termination or release pursuant to this Section 10.4(a), the Administrative Agent, at the sole cost and expense of the Borrower, to Notes Collateral Agent shall execute and deliver to any pledgor, at such pledgor’s expense, all documents that such pledgor shall reasonably request to evidence such termination or file release (including, without limitation, UCC termination statements), and will duly assign and transfer to such pledgor, such of the pledged Collateral that may be in the possession of the Notes Collateral Agent and has not theretofore been sold or authorize otherwise applied or released pursuant to this Indenture or the Security Documents. Any execution and delivery of documents pursuant to this Section 10.4(a) shall be without recourse to or warranty by the Notes Collateral Agent. In connection with any release pursuant to this Section 10.4(a), the pledgors shall be permitted to take any action in connection therewith consistent with such release including, without limitation, the filing of such UCC termination statements. Upon the receipt of an Officers’ Certificate from the Issuer, as described in Section 10.4(b) below, if applicable, and any necessary or proper instruments of termination, partial satisfaction or release statementsprepared by the Issuer, mortgage the Notes Collateral Agent shall execute, deliver or acknowledge such instruments or releases or other instruments evidencing to evidence the release of a Lien, and do such other things as are necessary to release Liens any Collateral permitted to be released pursuant to this Section 9.9 promptly upon Indenture or the effectiveness of Security Documents or the Intercreditor Agreement.
(b) Notwithstanding anything herein to the contrary, in connection with (x) any such release. Upon request by the Administrative Agent at any time, the Lenders, the Swingline Lender, and the Issuing Bank will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to Section 10.4(a)(iii) or (v), such Collateral may not be released from the Lien and security interest created by the Security Documents and (y) any release of Collateral pursuant to Section 10.4(a)(i), (ii) and (iv), the Notes Collateral Agent shall not be required to execute, deliver or acknowledge any instruments of termination, satisfaction or release, unless, in each case, an Officers’ Certificate and Opinion of Counsel certifying that all conditions precedent, including, without limitation, this Section 9.910.4, have been met and stating under which of the circumstances set forth in Section 10.4(a) above the Collateral is being released have been delivered to the Notes Collateral Agent on or prior to the date of such release.
(c) The Administrative Agent shall not be responsible for Notwithstanding anything herein to the contrary, at any time when a Default or have a duty to ascertain or inquire into any representation or warranty regarding Event of Default has occurred and is continuing and the existence, value or collectability maturity of the CollateralNotes has been accelerated (whether by declaration or otherwise) and the Trustee has delivered a notice of acceleration to the Notes Collateral Agent, no release of Collateral pursuant to the existenceprovisions of this Indenture or the Security Documents will be effective as against the holders, priority or perfection of except as otherwise provided in the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to any Secured Party for any failure to monitor or maintain any portion of the CollateralIntercreditor Agreement.
Appears in 1 contract
Sources: Indenture (LiveWatch Security, LLC)
Release of Collateral. (a) Each Lender (including in its or any of its Affiliate’s capacities as a potential Hedge Bank or Cash Management Bank), the Swingline Lender, and the Issuing Bank hereby The Lenders irrevocably authorize the Administrative Agent, at is option First-Lien Agents (and discretion:the First-Lien Agents agree):
(ia) to release any Lien on any Collateral property granted to or held by the First-Lien Collateral Agent or the Administrative Agent, for the benefit of the Secured Parties, Agent under any Loan Document (Aw) upon the termination of Termination Date (and, concurrently therewith, to release all the Revolving Commitments and payment in full in cash of all Secured Obligations Loan Parties from their obligations under the Loan Documents (other than (1) contingent indemnification obligations and (2) obligations and liabilities under Secured Cash Management Agreements or Secured Hedge Agreements as to which arrangements satisfactory to those that specifically survive the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the Issuing Bank shall have been madeTermination Date)), (Bx) that is sold (or otherwise disposed of of) or to be sold (or otherwise disposed of of) as part of or in connection with any sale or other disposition permitted hereunder or under the any other Loan Documents Document to a any Person that is not other than a Loan Party, (Cy) subject to Section 9.01, if approved, authorized or ratified in writing in accordance with Section 10.2by the Required Lenders, (D) to the extent such asset constitutes an Excluded Asset (as defined in the Security Agreement) or (Ez) if the property subject to such Lien is owned by a Guarantor, Subsidiary Guarantor upon release of such Guarantor from its obligations under the Subsidiary its Guaranty Agreement pursuant to clause (iii) below;
(iib) at the request of the US Borrower, to subordinate any Lien on any Collateral property granted to or held by the Administrative Agent or the First-Lien Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted pursuant to Section 7.2(bby clauses (f); or, (i) and (u) of the definition of Permitted Liens;
(iiic) to release any Subsidiary Guarantor from its obligations under any Loan Documents Document to which it is a party if such Person ceases to be a Restricted Subsidiary as a result of a transaction or designation permitted under hereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of the Loan DocumentsNew Senior Notes, the Senior Secured Notes, Permitted First Priority Refinancing Debt, Permitted Second Priority Refinancing Debt, Permitted Unsecured Refinancing Debt, any Junior Financing or any Other Pari Passu or Junior Lien Obligations and any Refinancing Indebtedness in respect of any of the foregoing unless and until such Guarantor is (or is being simultaneously) released from its guarantee with respect to the New Senior Notes, the Senior Secured Notes, Permitted First Priority Refinancing Debt, Permitted Second Priority Refinancing Debt, Permitted Unsecured Refinancing Debt, such Junior Financing and any Refinancing Indebtedness in respect of any of the foregoing;
(d) to enter into the intercreditor arrangements contemplated by the definitions of “Pari Passu Lien”, “Other Pari Passu or Junior Lien Obligations” and Permitted Second Priority Refinancing Debt or by Sections 2.24 and 2.25; and
(e) to release any shares of the Parent held by Holdings to the extent such shares are conveyed to the Strategic Investor in exchange for the Strategic Investor’s interests in TuTV LLC (which interests in TuTV LLC shall then be contributed to the US Borrower). Upon request by the Administrative any First-Lien Agent at any time, the Required Lenders will confirm in writing the Administrative such First-Lien Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty Agreement Loan Documents or to enter into intercreditor arrangements, in each case, pursuant to this Section 9.99.17. In each case as specified in this Section 9.99.17, the Administrative relevant First-Lien Agent will, at the US Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Security Documents or to subordinate its interest in such itemLoan Documents, or to release such Guarantor Loan Party from its obligations under the Subsidiary Guaranty AgreementLoan Documents, in each case case, in accordance with the terms of the Loan Documents and this Section 9.9. In the case of any such sale, transfer or disposal of any property constituting Collateral in a transaction constituting an Disposition permitted pursuant to Section 7.6 to a Person that is not a Loan Party, the Liens created by any of the Security Documents on such property shall be automatically released without need for further action by any Person9.17.
(b) Each Lender, the Swingline Lender, and the Issuing Bank hereby directs the Administrative Agent, at the sole cost and expense of the Borrower, to execute and deliver or file or authorize the filing of such termination, partial release statements, mortgage releases or other instruments evidencing release of a Lien, and do such other things as are necessary to release Liens to be released pursuant to this Section 9.9 promptly upon the effectiveness of any such release. Upon request by the Administrative Agent at any time, the Lenders, the Swingline Lender, and the Issuing Bank will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.9.
(c) The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to any Secured Party for any failure to monitor or maintain any portion of the Collateral.
Appears in 1 contract
Release of Collateral. (a) Each Lender (including Collateral may be released from the Lien and security interest created by the Security Documents at any time and from time to time in its or any accordance with the provisions of its Affiliate’s capacities as a potential Hedge Bank or Cash Management Bank)the Security Documents, the Swingline LenderInitial Intercreditor Agreements and this Indenture. Notwithstanding anything to the contrary in the Security Documents, the Initial Intercreditor Agreements and this Indenture, the Issuers and the Issuing Bank hereby irrevocably authorize Guarantors will be entitled to the Administrative Agent, at is option release of property and discretionother assets constituting Collateral from the Liens securing the Notes and the Notes Obligations under any one or more of the following circumstances:
(i) to enable the Issuers and/or the Guarantors to consummate the disposition of property or assets to the extent consummated in accordance with, or not prohibited by, Section 4.10 hereof;
(ii) in the case of a Guarantor that is released from its Guarantee with respect to the Notes pursuant to the terms of this Indenture, the release any Lien on any Collateral granted to or held by the Administrative Agent, for the benefit of the Secured Parties, under any Loan Document property and assets of such Guarantor;
(Aiii) upon in the termination case of the Revolving Commitments and payment in full in cash of all Secured Obligations (a sale or other than (1) contingent indemnification obligations and (2) obligations and liabilities under Secured Cash Management Agreements or Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the Issuing Bank shall have been made), (B) that is sold or otherwise disposed of or to be sold or otherwise disposed of transfer as part of or in connection with any sale an Asset Sale or other disposition permitted under by the Loan Documents Issuers or any Guarantor to a Person other than the Issuers or a Guarantor (unless such property or other assets transferred to a Person that is not the Issuers or a Loan PartyGuarantor are automatically, substantially concurrently with or in advance of such release, the subject of Liens granted by such transferee securing the Notes) in a transaction permitted under this Indenture;
(Civ) if approvedin respect of the property and assets of a Restricted Subsidiary that is a Guarantor, authorized or ratified in writing upon the designation of such Guarantor to be an Unrestricted Subsidiary in accordance with Section 10.2, the terms of this Indenture or upon such Restricted Subsidiary otherwise becoming an Excluded Subsidiary;
(Dv) (A) in respect of the property and assets of a Guarantor that at any time is not subject to a Lien securing the extent such asset constitutes Senior Secured Credit Facilities (including by becoming an Excluded Asset (as defined in the Security Agreementincluding Equity Interests of a Person that is sold or transferred)) or (EB) if upon the occurrence of a Specified Tax Event;
(vi) as described under Article 9 hereof;
(vii) in respect of any property and assets of the Issuers or a Guarantor that would constitute ABL Priority Collateral but is at such time not subject to a Lien securing ABL Obligations;
(viii) upon such Lien is owned property or other asset being released in respect of the Liens securing the Senior Secured Credit Facilities or any replacement Credit Facilities in respect thereof (excluding in the case of the payment thereof);
(ix) as required by the terms of any applicable Intercreditor Agreement;
(x) upon such property or asset becoming an Excluded Asset; or
(xi) upon the occurrence of a GuarantorCovenant Suspension Event.
(b) The Liens on the Collateral securing the Notes and the Guarantees also will be released:
(i) upon payment in full of the principal of, upon release of together with accrued and unpaid interest on, the Notes and all other Obligations under this Indenture, the Guarantees and the Security Documents that are due and payable at or prior to the time such Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to clause (iii) belowprincipal, together with accrued and unpaid interest, are paid;
(ii) to subordinate any Lien on any Collateral granted to upon a Legal Defeasance or held by the Administrative Agent Covenant Defeasance under any Loan Document to the holder this Indenture as described under Section 8.02 and Section 8.03 hereof, or a discharge of any Lien permitted pursuant to this Indenture as described under Section 7.2(b)11.01 hereof; or
(iii) pursuant to the Security Documents or the Initial Intercreditor Agreements.
(c) With respect to any release any Guarantor from its obligations of Collateral, upon receipt of an Officer’s Certificate stating that all conditions precedent under any Loan Documents if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted under the Loan Documents. Upon request by the Administrative Agent at any timethis Indenture, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to this Section 9.9. In each case as specified in this Section 9.9Security Documents, the Administrative First Lien Intercreditor Agreement and the ABL Intercreditor Agreement, as applicable, to such release have been met and that it is permitted for the Trustee and/or Notes Collateral Agent will, at the Borrower’s expense, to execute and deliver to the applicable Loan Party documents requested by the Issuers in connection with such documents as release and any necessary or proper instruments of termination, satisfaction or release prepared by the Issuers, the Trustee and the Notes Collateral Agent shall, execute, deliver or acknowledge (at the Issuers’ expense) such Loan Party may reasonably request instruments or releases to evidence the release of such item of any Collateral from the assignment and security interest granted under the Security Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Subsidiary Guaranty Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.9. In the case of any such sale, transfer or disposal of any property constituting Collateral in a transaction constituting an Disposition permitted pursuant to Section 7.6 to a Person that is not a Loan Party, the Liens created by any of the Security Documents on such property shall be automatically released without need for further action by any Person.
(b) Each Lender, the Swingline Lender, and the Issuing Bank hereby directs the Administrative Agent, at the sole cost and expense of the Borrower, to execute and deliver or file or authorize the filing of such termination, partial release statements, mortgage releases or other instruments evidencing release of a Lien, and do such other things as are necessary to release Liens to be released pursuant to this Section 9.9 promptly upon Indenture or the effectiveness Security Documents or the Initial Intercreditor Agreements and shall do or cause to be done (at the Issuers’ expense) all acts reasonably requested of them to release such Lien as soon as is reasonably practicable. Neither the Trustee nor the Notes Collateral Agent shall be liable for any such release. Upon request by release undertaken in reliance upon any such Officer’s Certificate, and notwithstanding any term hereof or in any Security Document or in the Administrative Agent at any timeInitial Intercreditor Agreements to the contrary, the Lenders, the Swingline Lender, Trustee and the Issuing Bank will confirm in writing the Administrative Agent’s authority to release particular types or items of Notes Collateral pursuant to this Section 9.9.
(c) The Administrative Agent shall not be responsible for or have a duty under any obligation to ascertain or inquire into release any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s such Lien thereonand security interest, or execute and deliver any certificate prepared by any Loan Party in connection therewithsuch instrument of release, nor satisfaction or termination, unless and until it receives such Officer’s Certificate, upon which it shall the Administrative Agent be responsible or liable entitled to any Secured Party for any failure to monitor or maintain any portion of the Collateralconclusively rely.
Appears in 1 contract
Release of Collateral. (a) Each Lender The Liens created under the Security Documents shall be released as follows:
(including in its 1) The Liens created under the Security Documents shall automatically be released, without the consent of any Holder or any action by the Trustee or the Collateral Agent, (A) in the case of its Affiliate’s capacities Liens on any Collateral constituting Temporary Cash Investments, inventory and obsolete, worn out, uneconomical or surplus property or equipment, upon any sale, transfer or other disposition thereof by the Company or any Guarantor permitted or not prohibited by Section 4.06 to any Person other than the Company or a Guarantor and (B) as a potential Hedge Bank or Cash Management Bankand to the extent provided in the Intercreditor Agreement.
(2) Subject to paragraph (d) of this Section 11.03, upon the request of the Company, and delivery to the Trustee of an Officers’ Certificate certifying that the requested release satisfies the requirements set forth in this clause (2), the Swingline Lender, Company and the Issuing Bank hereby irrevocably authorize Guarantors shall be entitled to the Administrative Agentrelease of Liens created under the Security Documents, at is option and discretionwithout the consent of any Holder, as follows:
(i) to release any Lien on any Collateral granted to or held by the Administrative Agent, for the benefit of the Secured Parties, under any Loan Document (A) upon any sale, transfer, lease or other disposition of any assets permitted or not prohibited by Section 4.06 to any Person other than the termination Company or a Guarantor, release of Liens created under the Revolving Commitments and Security Documents in such assets;
(B) if any Subsidiary Guarantor (other than Holdings) is released from its Subsidiary Guaranty, release of Liens created under the Security Documents in the assets of such Subsidiary Guarantor; and
(C) release of Liens created under the Security Documents pursuant to an amendment or waiver in accordance with Article 9 hereof.
(3) Upon delivery to the Trustee of an Officers’ Certificate certifying as to (A) the payment in full in cash of the principal of, and accrued and unpaid interest (including additional interest, if any) on, the Securities, and all Secured other Notes Obligations (other than (1) contingent indemnification obligations that are due and (2) obligations and liabilities under Secured Cash Management Agreements payable at or Secured Hedge Agreements as to which arrangements satisfactory prior to the applicable Cash Management Bank or Hedge Bank shall have been made) time such principal, accrued and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent unpaid interest and the Issuing Bank shall have been made)additional interest, if any, are paid, (B) that is sold the satisfaction and discharge of this Indenture as described in Article 8 or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted under the Loan Documents to a Person that is not a Loan Party, (C) if approvedthe legal defeasance or covenant defeasance as described in Article 8, authorized or ratified in writing in accordance with Section 10.2, (D) the Company and the Guarantors shall be entitled to the extent such asset constitutes an Excluded Asset (as defined in release of all Liens created under the Security Agreement) or (E) if Documents, without the property subject consent of any Holder. Subject to Section 7.01, the Trustee shall be fully protected in relying upon any such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to clause (iii) below;Officers’ Certificate.
(iib) to subordinate any Lien on any Collateral granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien permitted pursuant to Section 7.2(b); or
(iii) to release any Guarantor from its obligations under any Loan Documents if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted under the Loan Documents. Upon request by the Administrative Agent at Company therefor, and receipt of any timenecessary or proper instruments of termination, satisfaction or release prepared by the Company, the Required Lenders will confirm in writing Trustee shall (or, if the Administrative Trustee is not then the Collateral Agent’s authority to release , shall direct the Collateral Agent to) execute, deliver or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to this Section 9.9. In each case as specified in this Section 9.9, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party acknowledge such documents as such Loan Party may reasonably request instruments to evidence the release of such item of Collateral from the assignment and security interest granted any Liens created under the Security Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Subsidiary Guaranty Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.9. In the case of any such sale, transfer or disposal of any property constituting Collateral in a transaction constituting an Disposition permitted pursuant to Section 7.6 to a Person that is not a Loan Party, the Liens created by any of the Security Documents on such property shall be automatically released without need for further action by any Person.
(b) Each Lender, the Swingline Lender, and the Issuing Bank hereby directs the Administrative Agent, at the sole cost and expense of the Borrower, to execute and deliver or file or authorize the filing of such termination, partial release statements, mortgage releases or other instruments evidencing release of a Lien, and do such other things as are necessary to release Liens to be released pursuant to under this Section 9.9 promptly upon the effectiveness of any such release. Upon request by the Administrative Agent at any time, the Lenders, the Swingline Lender, and the Issuing Bank will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.911.03.
(c) No release of the Liens created under the Security Documents may be made pursuant to the provisions of the Security Documents except in accordance with the provisions of this Section 11.03, including, to the extent required by this Section 11.03, the delivery of an Officers’ Certificate stating that such release is permitted hereunder.
(d) At any time when an Event of Default has occurred and is continuing, the maturity of the Securities has been accelerated (whether by declaration or otherwise) and the Trustee has delivered a notice of acceleration to the Collateral Agent, no release of Liens created under the Security Documents may be made in reliance on clause (2)(A) or (2)(B) of paragraph (a) of this Section 11.03; provided that nothing in this paragraph shall affect the ability to effect any such release in reliance on any other clause of such paragraph.
(e) The Administrative Agent release of any Collateral from the Security Documents shall not be responsible for or have a duty deemed to ascertain or inquire into any representation or warranty regarding impair the existence, value or collectability security under this Indenture in contravention of the Collateralprovisions hereof if and to the extent such Liens are released pursuant to the terms of (i) the Intercreditor Agreement or (ii) this Indenture and the Security Documents. To the extent applicable, the existenceCompany will cause TIA § 313(b), priority relating to reports, and TIA § 314(d), relating to the release of property or perfection securities from the Liens of the Administrative Agent’s Lien thereon, Security Documents and relating to the substitution therefor of any property or any certificate prepared by any Loan Party in connection therewith, nor shall securities to be subjected to the Administrative Agent be responsible or liable to any Secured Party for any failure to monitor or maintain any portion Liens of the CollateralSecurity Documents, to be complied with. Any certificate or opinion required by TIA § 314(d) may be made by an Officer of the Company except in cases where TIA § 314(d) requires that such certificate or opinion be made by an independent Person, which Person will be an independent engineer, appraiser or other expert selected by the Company and approved by the Trustee in the exercise of reasonable care.
Appears in 1 contract
Sources: Indenture (Novamerican Steel Inc.)
Release of Collateral. (a) Each Lender Subject to subsections (including in its or any of its Affiliate’s capacities as a potential Hedge Bank or Cash Management Bankb), (c) and (d) of this Section 10.03, Collateral may be released from the Swingline LenderLien and security interest created by the Security Documents at any time or from time to time in accordance with the provisions of the Security Documents, the Intercreditor Agreement, or as provided hereby. Whether prior to or after the Discharge of Credit Agreement Obligations, upon the request of the Company pursuant to an Officers' Certificate certifying that all conditions precedent hereunder have been met and without the consent of any Holder, the Company and the Issuing Bank hereby irrevocably authorize Note Guarantors will be entitled to releases of assets included in the Administrative Agent, at is option and discretionCollateral from the Liens securing the Securities under any one or more of the following circumstances:
(i) to release enable the Company or any Lien on Note Guarantor to consummate any Collateral granted to or held by the Administrative Agentsale, for the benefit of the Secured Partieslease, under any Loan Document (A) upon the termination of the Revolving Commitments and payment in full in cash of all Secured Obligations (other than (1) contingent indemnification obligations and (2) obligations and liabilities under Secured Cash Management Agreements or Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the Issuing Bank shall have been made), (B) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale conveyance or other disposition of any assets or rights permitted or not prohibited under the Loan Documents to a Person that is not a Loan Party, (C) if approved, authorized or ratified in writing in accordance with Section 10.2, (D) to the extent such asset constitutes an Excluded Asset (as defined in the Security Agreement) or (E) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to clause (iii) below4.06 hereof;
(ii) to subordinate if the Company or any Lien on any Collateral granted to or held Note Guarantor provides substitute collateral with at least an equivalent fair value, as determined in good faith by the Administrative Agent under Board of Directors;
(iii) if all of the stock of any Loan Document Subsidiary of the Company that is pledged to the holder Collateral Agent is released or if any Subsidiary that is a Note Guarantor is released from its Note Guarantee, such Subsidiary's assets will also be released;
(iv) in respect of assets included in the Collateral with a fair value, as determined in good faith by the Board of Directors, of up to $2.0 million in any Lien permitted pursuant calendar year, subject to Section 7.2(b)a cumulative carryover for any amount not used in any prior calendar year; or
(iiiv) pursuant to release any Guarantor from its obligations under any Loan Documents if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted under the Loan Documentsan amendment, waiver or supplement in accordance with Article 9 hereof. Upon request receipt of such Officers' Certificate and any necessary or proper instruments of termination, satisfaction or release prepared by the Administrative Agent at any timeCompany, the Required Lenders will confirm in writing the Administrative Agent’s authority to release Collateral Agent shall execute, deliver or subordinate its interest in particular types acknowledge such instruments or items of property, or to release any Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to this Section 9.9. In each case as specified in this Section 9.9, 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 releases to evidence the release of such item of any Collateral from the assignment and security interest granted under the Security Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Subsidiary Guaranty Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.9. In the case of any such sale, transfer or disposal of any property constituting Collateral in a transaction constituting an Disposition permitted pursuant to Section 7.6 to a Person that is not a Loan Party, the Liens created by any of the Security Documents on such property shall be automatically released without need for further action by any Person.
(b) Each Lender, the Swingline Lender, and the Issuing Bank hereby directs the Administrative Agent, at the sole cost and expense of the Borrower, to execute and deliver or file or authorize the filing of such termination, partial release statements, mortgage releases or other instruments evidencing release of a Lien, and do such other things as are necessary to release Liens to be released pursuant to this Section 9.9 promptly upon Indenture or the effectiveness Security Documents. In addition, if all other Liens (other than Permitted Liens described in clauses (b) through (aa) of the definition thereof) on any asset that secure Credit Agreement Obligations or any Other Second-Lien Obligations then secured by that asset (including all commitments thereunder) are released then the Liens, if any, of the Collateral Agent, for itself or for the benefit of the Holders, on such Collateral shall be automatically, unconditionally and simultaneously released; provided, that after giving effect to the release, obligations secured by the first-priority Liens on the remaining Collateral remain outstanding. Upon receipt of an Officers' Certificate certifying that all conditions precedent hereunder have been met and any necessary or proper instruments of termination, satisfaction or release prepared by the Company, and without the consent of any Holder, the Collateral Agent shall execute, deliver or acknowledge any such instruments or releases to evidence such automatic release. Upon request .
(b) Except as otherwise provided in the Intercreditor Agreement and except as set forth in the preceding paragraph, no Collateral may be released from the Lien and security interest created by the Administrative Agent at any time, the Lenders, the Swingline Lender, and the Issuing Bank will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral Security Documents pursuant to the provisions of the Security Documents unless the Officers' Certificate required by this Section 9.910.03 has been delivered to the Collateral Agent.
(c) At any time when a Default or Event of Default has occurred and is continuing and the maturity of the Securities has been accelerated (whether by declaration or otherwise) and the Trustee has delivered a notice of acceleration to the Collateral Agent, no release of Collateral pursuant to the provisions of the Security Documents will be effective as against the Holders, except as otherwise provided in the Intercreditor Agreement.
(d) The Administrative Agent release of any Collateral from the terms of this Indenture and the Security Documents shall not be responsible for or have a duty deemed to ascertain or inquire into any representation or warranty regarding impair the existence, value or collectability security under this Indenture in contravention of the Collateralprovisions hereof if and to the extent the Collateral is released pursuant to the terms of (i) the Intercreditor Agreement or (ii) this Indenture and the Security Documents. To the extent applicable, the existenceCompany will cause TIA Section 313(b), priority relating to reports, and TIA Section 314(d), relating to the release of property or perfection securities from the Lien and security interest of this Indenture and the Security Documents and relating to the substitution therefor of any property or securities to be subjected to the Lien and security interest of this Indenture and the Security Documents, to be complied with. Any certificate or opinion required by TIA Section 314(d) may be made by an Officer of the Administrative Agent’s Lien thereonCompany except in cases where TIA Section 314(d) requires that such certificate or opinion be made by an independent Person, which Person will be an independent engineer, appraiser or any certificate prepared other expert selected or approved by any Loan Party the Trustee and the Collateral Agent in connection therewith, nor shall the Administrative Agent be responsible or liable to any Secured Party for any failure to monitor or maintain any portion exercise of the Collateralreasonable care.
Appears in 1 contract
Sources: Indenture (Pierson Industries Inc)
Release of Collateral. (a) Each Lender Upon receipt in full (including whether by scheduled payment, prepayment under Section 2.7 or mandatory prepayment required under Section 2.8) of the Term Loan and all other amounts due, owing, and payable in its or any of its Affiliate’s capacities as a potential Hedge Bank or Cash Management Bankaccordance with this Agreement (excluding contingent indemnification obligations and other contingent payment obligations in each case for which no claim has been made), the Swingline LenderSecurity Agent shall promptly, at the written request and cost of the Issuing Bank hereby irrevocably authorize Borrower, release the Liens created in its favor pursuant to the Loan Documents with respect to the Aircraft and associated Collateral and the Administrative Agent, at is option the Security Agent and discretion:each Lender shall execute, deliver and file (and permit the Borrower or Guarantor to file) any and all such agreements, releases, instruments other documents necessary or reasonably requested by the Borrower in order to evidence such release, including a release of the Lease Assignments affecting such Aircraft and the Parent Guaranty.
(ib) Provided no Relevant Default or Event of Default has occurred and is continuing, the Borrower shall have the right to prepay at its option in accordance with Section 2.7, the Release Amount (including applicable prepayment fees) relating to one or more Aircraft pursuant to Section 2.7 of this Agreement, whereupon, upon receipt of the Release Amount (including applicable prepayment fees), the Security Agent shall promptly, at the written request and cost of the Borrower, release any Lien on any the Liens created in its favor pursuant to the Loan Documents with respect to the Aircraft and associated Collateral granted as to or held by which such Release Amount was paid and the Administrative Agent, for the benefit Security Agent and each Lender shall execute, deliver and file (and permit the Borrower or Guarantor to file) any and all such agreements, releases, instruments other documents necessary or reasonably requested by the Borrower in order to evidence such release, including a release of the Secured PartiesLease Assignment affecting such Aircraft.
(c) Upon an Aircraft Substitution in accordance with Section 5.10(b), under any Loan Document (A) upon the termination Security Agent shall promptly, at the written request and cost of the Revolving Commitments and payment Borrower, release the Liens created in full in cash of all Secured Obligations (other than (1) contingent indemnification obligations and (2) obligations and liabilities under Secured Cash Management Agreements or Secured Hedge Agreements as to which arrangements satisfactory its favor pursuant to the applicable Cash Management Bank or Hedge Bank shall have been made) Loan Documents with respect to the replaced Aircraft and associated Collateral and the expiration Administrative Agent, the Security Agent and each Lender shall execute, deliver and file (and permit the Borrower or termination Guarantor to file) any and all such agreements, releases, instruments other documents necessary or reasonably requested by the Borrower in order to evidence such release, including a release of all Letters the Lease Assignment affecting such replaced Aircraft.
(d) Upon the permanent replacement of Credit (other than Letters of Credit as to which other arrangements satisfactory an Engine and in exchange for evidence that the Borrower has title to the Administrative Replacement Engine and that the Security Agent and the Issuing Bank shall have been made), (B) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted has a Lien under the Loan Documents with respect to such Replacement Engine the Security Agent shall promptly, at the cost of the Borrower, release the Liens created in its favor pursuant to the Loan Documents with respect to the Engine being relinquished and the Administrative Agent, the Security Agent and each Lender shall execute, deliver and file (and permit the Borrower or Guarantor to file) any and all such agreements, releases, instruments other documents necessary or reasonably requested by the Borrower in order to evidence such release, including a Person that is not partial release of the Lease Assignment affecting such Engine. In addition, upon replacement of a Loan Party, (C) if approved, authorized or ratified in writing Part in accordance with Section 10.2the Maintenance, (D) Operations and Assignment Supplemental Agreement, the Liens created in favor of the Security Agent pursuant to the extent such asset constitutes an Excluded Asset (as defined in the Security Agreement) or (E) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to clause (iii) below;
(ii) to subordinate any Lien on any Collateral granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien permitted pursuant to Section 7.2(b); or
(iii) to release any Guarantor from its obligations under any Loan Documents if such Person ceases to shall automatically be a Restricted Subsidiary as a result of a transaction permitted under the Loan Documents. Upon request by the Administrative Agent at any timereleased, the Required Lenders will confirm in writing and the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to this Section 9.9. In each case as specified in this Section 9.9, the Administrative Security Agent willand each Lender shall, at the Borrower’s expensecost, execute execute, deliver and deliver file (and permit the Borrower or Guarantor to file) any and all agreements, releases, instruments and other documents necessary or reasonably requested by the applicable Loan Party such documents as such Loan Party may reasonably request Borrower in order to evidence the release such release.
(e) Upon a transfer of such item one or more Aircraft in compliance with Section 5.16(ii) of Collateral from the assignment this Agreement and security interest granted under the Security Documents or to subordinate its interest in such item, or to release such Guarantor from Borrower’s fulfillment of its obligations under Section 5.16(ii) in connection therewith, the Subsidiary Guaranty AgreementSecurity Agent shall promptly, at the cost of the Borrower, release the Liens created in each case in accordance with the terms of its favor pursuant to the Loan Documents with respect to each such Aircraft and this Section 9.9. In the case of any such sale, transfer or disposal of any property constituting associated Collateral in a transaction constituting an Disposition permitted pursuant to Section 7.6 to a Person that is not a Loan Party, the Liens created by any of the Security Documents on such property shall be automatically released without need for further action by any Person.
(b) Each Lender, the Swingline Lender, and the Issuing Bank hereby directs the Administrative Agent, at the sole cost Security Agent and expense each Lender shall execute, deliver and file (and permit the Borrower or Guarantor to file) any and all such agreements, releases, instruments other documents necessary or reasonably requested by the Borrower in order to evidence such release including a release of the Borrower, to execute and deliver or file or authorize the filing of Lease Assignment affecting such termination, partial release statements, mortgage releases or other instruments evidencing release of a Lien, and do such other things as are necessary to release Liens to be released pursuant to this Section 9.9 promptly upon the effectiveness of any such release. Upon request by the Administrative Agent at any time, the Lenders, the Swingline Lender, and the Issuing Bank will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.9Aircraft.
(c) The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to any Secured Party for any failure to monitor or maintain any portion of the Collateral.
Appears in 1 contract
Release of Collateral. (a) Each Lender (including The security interests in its or any the Collateral in respect of its Affiliate’s capacities as a potential Hedge Bank or Cash Management Bank), the Swingline Lender, Notes and the Issuing Bank hereby irrevocably authorize Subsidiary Guarantees will be automatically and unconditionally released and discharged under any one or more of the Administrative Agent, at is option and discretionfollowing circumstances:
(i1) to release enable the Company and the Subsidiary Guarantors to consummate the sale, transfer or other disposition of such property or assets or any Lien on any Collateral granted to Subsidiary holding such property or held by the Administrative Agent, for the benefit of the Secured Parties, under any Loan Document (A) upon the termination of the Revolving Commitments and payment in full in cash of all Secured Obligations assets (other than (1any such sale, transfer or other disposition to the Company or a Subsidiary Guarantor) contingent indemnification obligations to the extent permitted under Section 4.10; provided that such Collateral is also released in respect of the Senior Credit Facilities and all other Pari Passu Lien Obligations and Junior Lien Obligations and the security documents related thereto;
(2) obligations in respect of the property and liabilities under Secured Cash Management Agreements or Secured Hedge Agreements as to which arrangements satisfactory to assets of a Subsidiary Guarantor, upon the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination designation of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the Issuing Bank shall have been made), (B) that is sold or otherwise disposed of or such Subsidiary Guarantor to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted under the Loan Documents to a Person that is not a Loan Party, (C) if approved, authorized or ratified in writing an Unrestricted Subsidiary in accordance with Section 10.2, 4.07 and the definition of “Unrestricted Subsidiary”;
(D3) as permitted under any Intercreditor Agreement;
(4) as permitted under Article 9;
(5) the Company exercising the Legal Defeasance option or Covenant Defeasance option pursuant to Article 8 or the extent such asset constitutes an Excluded Asset Company’s obligations herein being discharged in accordance with Article 12;
(6) upon the full and final payment of all Pari Passu Lien Notes Obligations of the Company and the Subsidiary Guarantors;
(7) as defined in the Security Agreement) or permitted under Section 4.12(b);
(E) 8) if the property subject to such Lien security interest is owned by a Subsidiary Guarantor, upon release of such Guarantor Subsidiary from its obligations under the Subsidiary Guaranty Agreement pursuant to clause (iii) below;
(ii) to subordinate any Lien on any Collateral granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien permitted pursuant to Section 7.2(b)its Note Guarantee in accordance with this Indenture; or
(iii9) to release the extent (and only for so long as) the property subject to such security interest constitutes Excluded Assets. In addition, any Guarantor from its obligations under any Loan Documents if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted under the Loan Documents. Upon request security interest created by the Administrative Agent at any time, the Required Lenders Escrow Agreement will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to this Section 9.9. In each case as specified in this Section 9.9, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Subsidiary Guaranty Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.9. In the case of any such sale, transfer or disposal of any property constituting Collateral in a transaction constituting an Disposition permitted pursuant to Section 7.6 to a Person that is not a Loan Party, the Liens created by any of the Security Documents on such property shall be automatically released without need for further action by any Personterminated and discharged on Escrow Release.
(b) Each Lender, the Swingline Lender, and the Issuing Bank hereby directs the Administrative Agent, at the sole cost and expense of the Borrower, to execute and deliver or file or authorize the filing of such termination, partial release statements, mortgage releases or other instruments evidencing release of a Lien, and do such other things as are necessary to release Liens to be released pursuant to this Section 9.9 promptly upon the effectiveness of any such release. Upon request by the Administrative Agent at any time, the Lenders, the Swingline Lender, and the Issuing Bank will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.9.
(c) The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to any Secured Party for any failure to monitor or maintain any portion of the Collateral.
Appears in 1 contract
Sources: Indenture (Maxar Technologies Inc.)
Release of Collateral. (a) Each Lender Subject to Sections 12.3(b) and (including in its or any of its Affiliate’s capacities as a potential Hedge Bank or Cash Management Bank)c) hereof, the Swingline LenderLiens securing the Notes will be automatically released, and the Issuing Bank hereby irrevocably authorize Trustee (subject to its receipt of an Officer’s Certificate and Opinion of Counsel as provided below) shall execute documents evidencing such release, or instruct the Administrative AgentNotes Collateral Agent to execute, as applicable, the same at is option the Issuer’s sole cost and discretionexpense, under one or more of the following circumstances:
(i) to release any Lien on any Collateral granted to or held by the Administrative Agent, for the benefit of the Secured Parties, under any Loan Document in whole upon:
(A) upon the termination of the Revolving Commitments and payment in full of the principal of, together with accrued and unpaid interest (including Additional Amounts, if any) on, the Notes and all other Obligations under this Indenture, the Note Guarantees and the Collateral Documents that are due and payable at or prior to the time such principal, together with accrued and unpaid interest, are paid;
(B) satisfaction and discharge of this Indenture as set forth under Article XI; or
(C) a Legal Defeasance or Covenant Defeasance of this Indenture as set forth under Article VIII;
(ii) in cash whole or in part, with the consent of all Secured Obligations Holders of the Notes in accordance with Article IX of this Indenture;
(other than (1iii) contingent indemnification obligations and (2) obligations and liabilities under Secured Cash Management Agreements or Secured Hedge Agreements in part, as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit any asset constituting Collateral:
(other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the Issuing Bank shall have been made), (BA) that is sold or otherwise disposed of of:
(I) by an Issuer or any Guarantor to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted under the Loan Documents to a Person that is not an Issuer or a Loan Party, (C) if approved, authorized or ratified in writing in accordance with Section 10.2, (D) to the extent such asset constitutes an Excluded Asset (as defined Guarantor organized in the Security Agreement) or (E) if same jurisdiction in a transaction not prohibited by this Indenture at the property subject to such Lien is owned by a Guarantor, upon release time of such Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to clause (iii) below;
(ii) to subordinate any Lien on any Collateral granted to transfer or held by the Administrative Agent under any Loan Document to the holder of any Lien permitted pursuant to Section 7.2(b); or
(iii) to release any Guarantor from its obligations under any Loan Documents if such Person ceases to be a Restricted Subsidiary disposition, including, without limitation, as a result of a transaction of the type permitted under Section 3.5 (provided that in the Loan event of a transfer of assets from an Issuer or any Guarantor to another Issuer or Guarantor organized in a different jurisdiction, the Trustee shall release, or instruct the Notes Collateral Agent to release, such Lien if such transferee Issuer or Guarantor takes all actions reasonably necessary to ▇▇▇▇▇ ▇ ▇▇▇▇ in such transferred assets to the Notes Collateral Agent (to the extent required by this Indenture and the Collateral Documents. Upon request )),
(II) if all other Liens on that asset securing the First Priority Credit Obligations then secured by that asset are released, or
(III) in connection with the taking of an enforcement action by the Administrative Controlling Collateral Agent in respect of the First Priority Credit Obligations in accordance with the Intercreditor Agreement,
(B) that is owned or at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any time acquired by a Guarantor that has been released from its obligations under the Subsidiary Guaranty Agreement pursuant to this Section 9.9. In each case as specified in this Section 9.9Note Guarantee, 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 concurrently with the release of such item of Collateral from the assignment and security interest granted under the Security Documents or to subordinate its interest in such itemNote Guarantee, or to release such Guarantor from its obligations under the Subsidiary Guaranty Agreement(C) that becomes Excluded Property, in each case in accordance with the terms of the Loan Documents and this Section 9.9. In the case of any such sale, transfer or disposal of any property constituting Collateral in a transaction constituting an Disposition permitted pursuant to Section 7.6 to a Person that is not a Loan Party, the Liens created by any of the Security Documents on such property shall be automatically released without need for further action by any Person.
(b) Each Lender, the Swingline Lender, and the Issuing Bank hereby directs the Administrative Agent, at the sole cost and expense of the Borrower, to execute and deliver or file or authorize the filing of such termination, partial release statements, mortgage releases or other instruments evidencing release of a Lien, and do such other things as are necessary to release Liens to be released pursuant to this Section 9.9 promptly upon the effectiveness of any such release. Upon request by the Administrative Agent at any time, the Lenders, the Swingline Lender, and the Issuing Bank will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.9.
(c) The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to any Secured Party for any failure to monitor or maintain any portion of the Collateral.or
Appears in 1 contract
Sources: Indenture (Infor, Inc.)
Release of Collateral. (a) Each Lender (including The Collateral shall be released from the Lien and security interest created by the Note Security Documents, all without delivery of any instrument or performance of any act by any party, at any time or from time to time in its accordance with the provisions of the Note Security Documents or any of its Affiliate’s capacities as a potential Hedge Bank or Cash Management Bank)provided by this Section 1402. Upon such release, all rights in the Swingline Lender, Collateral shall revert to the Issuers and the Issuing Bank hereby irrevocably authorize Subsidiary Guarantors. The Collateral shall be released under one or more of the Administrative Agent, at is option and discretionfollowing circumstances:
(i) to release any Lien on any Collateral granted enable the disposition (as defined under Section 101 in the “Asset Disposition” definition) of such property or assets to or held by the Administrative Agent, for the benefit of the Secured Parties, extent not prohibited under any Loan Document (A) upon the termination of the Revolving Commitments and payment in full in cash of all Secured Obligations Section 411 (other than (1) contingent indemnification obligations and (2) obligations and liabilities under Secured Cash Management Agreements or Secured Hedge Agreements as to which arrangements satisfactory any such disposition to the applicable Cash Management Bank or Hedge Bank shall have been made) Company, and any other Domestic Subsidiary of the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory Company that becomes a party to the Administrative Agent and Collateral Agreement after the Issuing Bank shall have been madedate hereof), ;
(Bii) the release of Excess Proceeds (whether in respect of any Asset Disposition of Collateral or non-Collateral) that is sold or otherwise disposed remain unexpended after the conclusion of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted under the Loan Documents to a Person that is not a Loan Party, (C) if approved, authorized or ratified in writing an applicable Offer conducted in accordance with Section 10.2411;
(iii) in the case of a Subsidiary Guarantor that is released from its Subsidiary Guarantee, the release of the property and assets of such Subsidiary Guarantor;
(Div) pursuant to an amendment or waiver in accordance with Article IX of this Indenture;
(v) payment in full of the principal of, together with accrued and unpaid interest on, the Notes and all other Obligations under the Indenture, the Subsidiary Guarantees under the Indenture and the Note Security Documents that are due and payable at or prior to the extent time such asset constitutes an Excluded Asset principal, together with accrued and unpaid interest, is paid;
(vi) if the Notes have been discharged or defeased pursuant to Article XI or Article XII of this Indenture; or
(vii) as provided in the First Lien Intercreditor Agreement. The Lien on the Collateral securing the Notes will terminate and be released automatically if the Liens on the Collateral are released by the ABL Collateral Agent in connection with a sale, transfer or disposition of Collateral that occurs in connection with the foreclosure of, or other exercise of remedies with respect to, such Collateral by the ABL Collateral Agent (except with respect to any proceeds of such sale, transfer or disposition that remain after the Discharge of ABL Obligations (as defined in the Security First Lien Intercreditor Agreement) or (E) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to clause (iii) below;
(ii) to subordinate any Lien on any Collateral granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien permitted pursuant to Section 7.2(b); or
(iii) to release any Guarantor from its obligations under any Loan Documents if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted under the Loan Documents. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to this Section 9.9. In each case as specified in this Section 9.9, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Subsidiary Guaranty Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.9. In the case of any such sale, transfer or disposal of any property constituting Collateral in a transaction constituting an Disposition permitted pursuant to Section 7.6 to a Person that is not a Loan Party, the Liens created by any of the Security Documents on such property shall be automatically released without need for further action by any Person.
(b) Each LenderThe Note Collateral Agent and, if necessary, the Swingline LenderTrustee shall, and the Issuing Bank hereby directs the Administrative Agentexecute, deliver or acknowledge (at the sole cost Issuers’ expense) such instruments or releases to evidence and expense of shall do or cause to be done all other acts reasonably necessary to effect, in each case as soon as is reasonably practicable, the Borrower, to execute and deliver or file or authorize the filing of such termination, partial release statements, mortgage releases or other instruments evidencing release of a Lien, and do such other things as are necessary to release Liens any Collateral permitted to be released pursuant to this Section 9.9 promptly upon Indenture or the effectiveness of Note Security Documents. Neither the Trustee nor the Note Collateral Agent shall be liable for any such release. Upon request by release undertaken in good faith and in the Administrative Agent at any time, the Lenders, the Swingline Lender, and the Issuing Bank will confirm in writing the Administrative Agent’s authority to release particular types absence of gross negligence or items of Collateral pursuant to this Section 9.9willful misconduct.
(c) The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to any Secured Party for any failure to monitor or maintain any portion of the Collateral.
Appears in 1 contract
Release of Collateral. (a) Each Lender (including in its or any of its Affiliate’s capacities as a potential Hedge Bank or Cash Management Bank), the Swingline Lender, and the Issuing Bank hereby irrevocably authorize the Administrative Agent, at is option and discretion:
(i) to release any Lien on any Collateral granted to or held by the Administrative Agent, for the benefit of the Secured Parties, under any Loan Document (A) upon the termination of the Revolving Commitments and payment in full in cash of all Secured Obligations (other than (1) contingent indemnification obligations and (2) obligations and liabilities under Secured Cash Management Agreements or Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) The Borrower and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to Guarantors are hereby authorized by the Administrative Agent and the Issuing Bank shall have been made), (B) Lenders to release any Liens granted by any of the Obligors on any Collateral that is sold Transferred in compliance with Section 9.06, Section 9.08 or otherwise disposed Section 9.11; provided that the Lien in favor of the Administrative Agent continues in the proceeds of such Transfer of such Collateral, or to be sold the extent such Collateral is Transferred to the Borrower or otherwise disposed of as part of or any Guarantor, such Lien continues in connection with any sale such Collateral.
(ii) Upon (A) a sale, transfer or other disposition permitted under this Agreement (whether in a single transaction or a series of related transactions and whether by merger, consolidation or otherwise) of all the Loan Documents Equity Interests or Property of any Subsidiary (each such Subsidiary a “Transferred Subsidiary”) to a any Person that is not not, at the time of such sale, transfer or other disposition, the Borrower or a Loan Party, (C) if approved, authorized or ratified in writing in accordance with Section 10.2, (D) to Subsidiary of the extent such asset constitutes an Excluded Asset (as defined in the Security Agreement) Borrower or (EB) if the property subject to dissolution of any Subsidiary as permitted under this Agreement (each such Lien is owned by Subsidiary, a Guarantor“Dissolved Subsidiary”), then such Transferred Subsidiary or Dissolved Subsidiary, as the case may be, shall, upon release the consummation of such Guarantor sale, transfer, other disposition or dissolution, be automatically released without further action from its obligations under the Subsidiary applicable Guaranty Agreement and its obligations to pledge and grant any Collateral owned by it pursuant to clause any Security Instrument, and no Secured Party have any claim against such Transferred Subsidiary or Dissolved Subsidiary, as the case may be, under any Loan Document, and, in the case of a sale of all of the Equity Interests of the Transferred Subsidiary, the pledge of such Equity Interests to the Administrative Agent pursuant to the Security Instruments shall be automatically released without further action.
(iii) below;
Upon a Significant Domestic Subsidiary no longer being a Significant Domestic Subsidiary, then such Subsidiary shall (iiupon the consummation of such change from being a Significant Domestic Subsidiary, notice to the Administrative Agent of such change from being a Significant Domestic Subsidiary and request of the Administrative Agent to release the Significant Domestic Subsidiary) to subordinate any Lien on any Collateral granted to or held be released by the Administrative Agent under any Loan Document to the holder of any Lien permitted pursuant to Section 7.2(b); or
(iii) to release any Guarantor from its obligations under any Loan Documents if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted under the Loan Documents. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Subsidiary applicable Guaranty Agreement and its obligations to pledge and grant any Collateral owned by it pursuant to this any Security Instrument, and no Secured Party shall have any claim against such Subsidiary under such Security Instruments. For the avoidance of doubt and subject to Sections 8.07(c)(i), (ii), (iv) and (v), should such Subsidiary become a Significant Domestic Subsidiary again at any time, such Subsidiary shall at such time comply with the provisions of Section 9.9. In each case as specified in this Section 9.9, 8.07(a)(ii).
(iv) All Collateral shall be automatically released without further action from the Liens of the Administrative Agent will, at and the Secured Parties upon the Borrower’s expense, receipt of an Investment Grade Rating with respect to its Index Debt.
(v) The Administrative Agent shall execute and deliver to the applicable Loan Party such Borrower all documents as such Loan Party may and instruments reasonably request requested by the Borrower to further evidence the release of such item of Collateral from the assignment any release, discharge and security interest granted under the Security Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Subsidiary Guaranty Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.9. In the case of any such sale, transfer or disposal of any property constituting Collateral in a transaction constituting an Disposition permitted pursuant to Section 7.6 to a Person that is not a Loan Party, the Liens created by any of the Security Documents on such property shall be automatically released without need for further action by any Person.
(b) Each Lender, the Swingline Lender, and the Issuing Bank hereby directs the Administrative Agent, at the sole cost and expense of the Borrower, to execute and deliver or file or authorize the filing of such termination, partial release statements, mortgage releases or other instruments evidencing release of a Lien, and do such other things as are necessary to release Liens to be released termination pursuant to this Section 9.9 promptly upon 8.07(c) of the effectiveness liens, security interests and other rights in favor of any such release. Upon request by the Administrative Agent at any time, in and to the Lenders, the Swingline Lender, and the Issuing Bank will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.9.
(c) The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability assets of the Collateral, Obligors under the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to any Secured Party for any failure to monitor or maintain any portion of the CollateralDocuments.
Appears in 1 contract
Sources: Senior Secured Credit Agreement (Exterran Holdings Inc.)
Release of Collateral. (a) Each Lender (including The security interests in its or any the Collateral in respect of its Affiliate’s capacities as a potential Hedge Bank or Cash Management Bank), the Swingline Lender, Notes and the Issuing Bank hereby irrevocably authorize Subsidiary Guarantees will be automatically and unconditionally released and discharged under any one or more of the Administrative Agent, at is option and discretionfollowing circumstances:
(i1) to release enable the Company and the Subsidiary Guarantors to consummate the sale, transfer or other disposition of such property or assets or any Lien on any Collateral granted to Subsidiary holding such property or held by the Administrative Agent, for the benefit of the Secured Parties, under any Loan Document (A) upon the termination of the Revolving Commitments and payment in full in cash of all Secured Obligations assets (other than (1any such sale, transfer or other disposition to the Company or a Subsidiary Guarantor) contingent indemnification obligations to the extent permitted under Section 4.10; provided that such Collateral is also released in respect of the Senior Credit Facilities and all other Pari Passu Lien Obligations and Junior Lien Obligations and the security documents related thereto;
(2) obligations in respect of the property and liabilities under Secured Cash Management Agreements or Secured Hedge Agreements as to which arrangements satisfactory to assets of a Subsidiary Guarantor, upon the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination designation of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the Issuing Bank shall have been made), (B) that is sold or otherwise disposed of or such Subsidiary Guarantor to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted under the Loan Documents to a Person that is not a Loan Party, (C) if approved, authorized or ratified in writing an Unrestricted Subsidiary in accordance with Section 10.2, 4.07 and the definition of “Unrestricted Subsidiary”;
(D3) as permitted under any Intercreditor Agreement;
(4) as permitted under Article 9;
(5) the Company exercising the Legal Defeasance option or Covenant Defeasance option pursuant to Article 8 or the extent such asset constitutes an Excluded Asset Company’s obligations herein being discharged in accordance with Article 12;
(6) upon the full and final payment of all Pari Passu Lien Notes Obligations of the Company and the Subsidiary Guarantors;
(7) as defined in the Security Agreement) or permitted under Section 4.12(b);
(E) 8) if the property subject to such Lien security interest is owned by a Subsidiary Guarantor, upon release of such Guarantor Subsidiary from its obligations under the Subsidiary Guaranty Agreement pursuant to clause (iii) belowits Note Guarantee in accordance with this Indenture;
(ii9) to subordinate any Lien on any Collateral granted the extent (and only for so long as) the property subject to or held by the Administrative Agent under any Loan Document to the holder of any Lien permitted pursuant to Section 7.2(b)such security interest constitutes Excluded Assets; or
(iii10) solely with respect to release any Guarantor from its obligations under any Loan Documents if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted under the Loan Documents. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to this Section 9.9. In each case as specified in this Section 9.9, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Subsidiary Guaranty Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.9. In the case of any such sale, transfer or disposal of any property constituting Collateral in a transaction constituting an Disposition permitted pursuant to Section 7.6 to a Person that is not a Loan Party, the Liens created by any of the Security Documents on such property shall be automatically released without need for further action by any Person.
(b) Each Lender, the Swingline Lender, and the Issuing Bank hereby directs the Administrative Agent, at the sole cost and expense of the Borrower, to execute and deliver or file or authorize the filing of such termination, partial release statements, mortgage releases or other instruments evidencing release of a Lien, and do such other things as are necessary to release Liens to be released pursuant to this Section 9.9 promptly upon the effectiveness of any such release. Upon request by the Administrative Agent at any time, the Lenders, the Swingline Lender, and the Issuing Bank will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.9.
(c) The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Additional Collateral, on the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to any Secured Party for any failure to monitor or maintain any portion of the CollateralAdditional Collateral Release Date with respect thereto.
Appears in 1 contract
Sources: Indenture (Maxar Technologies Inc.)
Release of Collateral. (a) Each Lender (including The Liens on the Collateral owned by any Guarantor shall be automatically released when such Guarantor’s Guarantee is released in its or any accordance with the terms of its Affiliate’s capacities as a potential Hedge Bank or Cash Management Bank)this Indenture. In addition, the Swingline Lender, Liens securing the Notes and the Issuing Bank hereby irrevocably authorize the Administrative Agent, at is option and discretionGuarantees shall be released automatically:
(i) in whole, upon payment in full of all principal, interest and the other Notes Obligations or upon the satisfaction and discharge of this Indenture in accordance with Section 8.01 or upon any Legal Defeasance or Covenant Defeasance;
(ii) in whole or in part, with the consent of the requisite holders of Notes in accordance with Section 9.02;
(iii) in part, as to release any Property constituting Collateral that is disposed of to a Person other than the Issuer or a Guarantor (other than dispositions of the equity interests of Professional Services Affiliates or of property or assets of Professional Services Affiliates to other Professional Services Affiliates or owners of the equity interest of Professional Services Affiliates) in a transaction permitted pursuant to Section 4.10 and not otherwise prohibited by this Indenture, the Collateral Documents or the First Lien Intercreditor Agreement;
(iv) with respect to any Collateral that becomes Excluded Property, upon such Collateral becoming Excluded Property pursuant to a transaction or circumstance not prohibited by the terms of this Indenture;
(v) with respect to Collateral that is Capital Stock, upon the dissolution or liquidation of the issuer of such Capital Stock in a transaction that is not prohibited by the terms of this Indenture; and
(vi) in accordance with the First Lien Intercreditor Agreement. The Collateral Agent shall, upon request of the Issuer or any Guarantor, subordinate any Lien on any Collateral property granted to or held by the Administrative Agent, for the benefit of the Secured Parties, under any Loan Document (A) upon the termination of the Revolving Commitments and payment in full in cash of all Secured Obligations (other than (1) contingent indemnification obligations and (2) obligations and liabilities under Secured Cash Management Agreements or Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the Issuing Bank shall have been made), (B) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted under the Loan Documents to a Person that is not a Loan Party, (C) if approved, authorized or ratified in writing in accordance with Section 10.2, (D) to the extent such asset constitutes an Excluded Asset (as defined in the Security Agreement) or (E) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to clause (iii) below;
(ii) to subordinate any Lien on any Collateral granted to or held by the Administrative Agent under any Loan Note Document to the holder of any Lien on such property that is permitted pursuant to Section 7.2(b); or
(iii) to release any Guarantor from its obligations under any Loan Documents if such Person ceases to be a Restricted Subsidiary as a result hereunder in respect of a transaction permitted under the Loan DocumentsPurchase Money Indebtedness or Indebtedness in respect of sale and leaseback transactions, capital leases and synthetic leases. Upon request The Collateral Agent shall, without recourse, representation or warranty, execute documents reasonably requested by the Administrative Agent at any time, Issuer or the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to this Section 9.9. In each case as specified in this Section 9.9, 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 Guarantors to evidence the release of the Collateral or subordination of Lien as set forth above in accordance with the provisions of this Indenture, at the expense of the Issuer and the Guarantors, upon receipt of an Officers’ Certificate of the Issuer certifying, and an opinion of counsel stating, that such item release of Collateral from the assignment and security interest granted under the Security Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Subsidiary Guaranty Agreement, in each case subordination of Lien is in accordance with the terms of this Indenture and that all conditions precedent relating to the Loan Documents and this Section 9.9. In the case of any such sale, transfer or disposal of any property constituting Collateral in a transaction constituting an Disposition permitted pursuant to Section 7.6 to a Person that is not a Loan Party, the Liens created by any of the Security Documents on such property shall be automatically released without need for further action by any Person.
(b) Each Lender, the Swingline Lender, and the Issuing Bank hereby directs the Administrative Agent, at the sole cost and expense of the Borrower, to execute and deliver or file or authorize the filing of such termination, partial release statements, mortgage releases or other instruments evidencing release of a Lien, and do such other things as are necessary to release Liens to be released pursuant to this Section 9.9 promptly upon the effectiveness Collateral or subordination of any such releaseLien have been satisfied. Upon request by the Administrative Agent at any time, the Lenders, the Swingline Lender, and the Issuing Bank will confirm in writing the Administrative Agent’s authority to release particular types or items of The Collateral pursuant to this Section 9.9.
(c) The Administrative Agent shall not be responsible liable for any such release or have subordination undertaken in reliance upon any such Officers’ Certificate, and opinion of counsel, and notwithstanding any term hereof or in any Collateral Document or any other Notes Document to the contrary, the Collateral Agent shall not be under any obligation to release or subordinate any such Lien and security interest, or execute and deliver any such instrument of release, satisfaction, discharge or termination, unless and until it receives such Officers’ Certificate and opinion of counsel. For the avoidance of doubt, no Liens on Collateral shall be released as a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability result of the Collateral, the existence, priority issuance or perfection sale of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party Preferred Equity Interests in connection therewith, nor shall the Administrative Agent be responsible or liable a Restricted Subsidiary to any Secured Party for any failure to monitor or maintain any portion of the Collaterala Strategic Investor.
Appears in 1 contract
Sources: Indenture (Akumin Inc.)
Release of Collateral. (ai) Each Lender (including in its or any of its Affiliate’s capacities as a potential Hedge Bank or Cash Management Bank), the Swingline Lender, Lenders and the Issuing Bank Banks hereby irrevocably authorize directs the Administrative Agent to release any Lien held by the Administrative Agent for the benefit of the Administrative Agent, the Lenders, the Issuing Banks and the other Holders:
(A) against all of the Collateral, upon final Payment In Full of the Obligations and termination of the Commitments and this Agreement;
(B) against any part of the Collateral sold or disposed of by any Borrower or any Borrower Subsidiary, if such sale or disposition is permitted by Section 3.06, 9.02 or 9.06 and certified to the Administrative Agent by such Borrower in an officer's certificate (or permitted pursuant to a waiver or consent of a transaction otherwise prohibited by such Section) or, if not pursuant to such sale or disposition, against any part of the Collateral, if such release is consented to by Lenders whose aggregate Pro Rata Shares under all Credit Facilities, in the aggregate, are equal to 100%;
(C) against the Foreign Collateral if the Multicurrency Commitment has been terminated and permanently reduced to zero and the Multicurrency Obligations have been Paid in Full; and
(D) against Holding BV's 65% pledge of the Capital Stock of NMH International securing the Obligations under Domestic Facility at is option and discretionany time that the following conditions are satisfied:
(i) to release any Lien on any Collateral granted to no Default or held by Event of Default is continuing at the Administrative Agent, for the benefit of the Secured Parties, under any Loan Document (A) upon the termination of the Revolving Commitments and payment in full in cash of all Secured Obligations (other than (1) contingent indemnification obligations and (2) obligations and liabilities under Secured Cash Management Agreements or Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the Issuing Bank shall have been made), (B) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted under the Loan Documents to a Person that is not a Loan Party, (C) if approved, authorized or ratified in writing in accordance with Section 10.2, (D) to the extent such asset constitutes an Excluded Asset (as defined in the Security Agreement) or (E) if the property subject to such Lien is owned by a Guarantor, upon release time of such Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to clause (iii) belowrelease;
(ii) no Capital Stock of NMH International is pledged to subordinate any Lien on any Collateral granted to or held by secure the Administrative Agent obligations under any Loan Document to the holder Permitted Term B Loans at the time of any Lien permitted pursuant to Section 7.2(b)such release; orand
(iii) to release any Guarantor from its obligations under any Loan Documents if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted under the Loan Documents. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to this Section 9.9. In each case as specified in this Section 9.9, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Subsidiary Guaranty Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.9. In the case of any such sale, transfer or disposal of any property constituting Collateral in a transaction constituting an Disposition permitted pursuant to Section 7.6 to a Person that NMH International is not a Loan Party, First Tier Foreign Subsidiary at the Liens created by any time of the Security Documents on such property shall be automatically released without need for further action by any Personrelease.
(bii) Each Lender, of the Swingline Lender, Lenders and the Issuing Bank Banks hereby directs the Administrative Agent, at the sole cost and expense of the Borrower, Agent to execute and deliver or file or authorize the filing of such termination, termination and partial release statements, mortgage releases or other instruments evidencing release of a Lien, statements and do such other things as are necessary to release Liens to be released pursuant to this Section 9.9 12.09(c) promptly upon the effectiveness of any such release. Upon request by the Administrative Agent at any time, the Lenders, the Swingline Lender, and the Issuing Bank will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.9.
(c) The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to any Secured Party for any failure to monitor or maintain any portion of the Collateral.
Appears in 1 contract
Release of Collateral. (a) Each Lender (including in its or any of its Affiliate’s capacities as a potential Hedge Bank or Cash Management Bank), Liens on Collateral securing the Swingline Lender, Notes and the Issuing Bank hereby irrevocably authorize Guarantees (other than the Administrative Agent, at is option Intercompany Loans) shall be automatically and discretionunconditionally released:
(i) to release any Lien on any Collateral granted to or held by the Administrative Agent, for the benefit of the Secured Parties, under any Loan Document (A) upon the termination of the Revolving Commitments and payment in full in cash of all Secured Obligations (other than (1) contingent indemnification obligations and (2) obligations and liabilities under Secured Cash Management Agreements or Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the Issuing Bank shall have been made), (B) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted under the Loan Documents to a Person that is not a Loan Party, (C) if approved, authorized or ratified in writing in accordance with Section 10.2, (D) to the extent such asset constitutes an Excluded Asset (as defined in the Security Agreement) or (E) of Collateral if the property subject to such Lien sale or other disposition does not violate Section 4.12(a) (Asset Sales) and, if the Collateral is owned by stock of a Guarantor, upon release of in connection with any merger, consolidation, amalgamation or other combination in which such Guarantor from its obligations under is not the Subsidiary Guaranty Agreement pursuant to clause surviving corporation if the transaction does not violate Section 4.20 (iii) belowMerger, Consolidation or Sale of Assets);
(ii) if the Collateral is an asset of a Guarantor (or one of its Subsidiaries) that is to subordinate any Lien on any Collateral granted to or held by be designated as an Unrestricted Subsidiary, upon designation of the Administrative Agent under any Loan Document to the holder Guarantor as an Unrestricted Subsidiary in accordance with Section 4.25 (Designation of any Lien permitted pursuant to Section 7.2(bRestricted and Unrestricted Subsidiaries); or;
(iii) if the Collateral is an asset of a Guarantor and the Intercreditor Agreement (or one of its Subsidiaries) that is to be released from its Guarantee pursuant to the terms of this Indenture, upon release any of the Guarantor from its obligations under any Loan Guarantee;
(iv) in accordance with the Security Documents if such Person ceases to be a Restricted Subsidiary (as a result in effect on the Issue Date or as amended, supplemented or otherwise modified after the Issue Date) upon the occurrence of a transaction permitted under an enforcement action;
(v) upon legal defeasance or satisfaction and discharge of the Loan Documents. Upon request by Notes in accordance with Section 8.2 (Legal Defeasance and Discharge) or Section 8.5 (Satisfaction and Discharge of the Administrative Agent at any timeIndenture);
(vi) as described in Article IX (Amendments, the Required Lenders will confirm in writing the Administrative Agent’s authority Supplements and Waiver).
(b) The Security Agents are authorized to release or subordinate its interest in particular types or items of propertyand each Holder, or by accepting a Note, is deemed to authorize the Security Agents to release any Guarantor from its obligations under (and the Subsidiary Guaranty Agreement pursuant to this Section 9.9. In each case as specified in this Section 9.9, the Administrative Agent Security Agents will, at the Borrower’s expenserequest of the Parent or Issuer, execute and deliver release) the security interest in all or any portion of the Collateral in connection with the granting of any Permitted Collateral Lien as contemplated in Section 4.9 (Limitation on Liens). The Issuer or the relevant Guarantor shall re-grant to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence Security Agents or the release of such item of Collateral from the assignment Trustee and security interest granted under the Security Documents or to subordinate its Agents, immediately after such Permitted Collateral Lien is granted, a security interest in such item, or to released Collateral; provided that: (i) the release such Guarantor from its obligations under and re-taking of any security interest in the Subsidiary Guaranty Agreement, in each case Collateral in accordance with the terms of the Loan Documents and this Section 9.9. In 11.9(b) shall only be undertaken to the case extent necessary, as determined in good faith by the Issuer or the relevant Guarantor (which determination shall be conclusive) to be required to grant the Permitted Collateral Lien; and (ii) the Issuer or the relevant Guarantor shall provide the Security Agents or the Trustee with an Opinion of Counsel regarding the validity and enforceability of any such sale, transfer or disposal of any property constituting Collateral in a transaction constituting an Disposition permitted pursuant to Section 7.6 to a Person security interest securing the Notes that is not a Loan Partyre-taken, the Liens created which opinion may be subject to exceptions, limitations and exclusions reasonably determined by any of the Security Documents on such property shall be automatically released without need for further action by any Person.
(b) Each Lender, the Swingline Lender, and the Issuing Bank hereby directs the Administrative Agent, at the sole cost and expense of the Borrower, to execute and deliver or file or authorize the filing of such termination, partial release statements, mortgage releases or other instruments evidencing release of a Lien, and do such other things as are necessary to release Liens counsel to be released pursuant to this Section 9.9 promptly upon the effectiveness necessary or appropriate, including in light of any such release. Upon request by the Administrative Agent at any time, the Lenders, the Swingline Lender, and the Issuing Bank will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.9applicable law.
(c) The Administrative Agent shall not be responsible for Trustee and/or the Security Agents are hereby authorized, without the consent of any Holder, to take all necessary actions to effectuate any release in accordance with this Section 11.9. The Trustee and/or the Security Agents are hereby authorized, without the consent of any Holder, to take all necessary actions to effectuate any amendment, extension, renewal, restatement, supplement, modification or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability replacement of the Collateral, the existence, priority Indenture (and release or perfection of the Administrative Agent’s Lien thereon, cancel or otherwise terminate any certificate prepared by any Loan Party Security Document replaced or restated pursuant thereto) in connection therewith, nor shall the Administrative Agent be responsible or liable to any Secured Party for any failure to monitor or maintain any portion of the Collateral.compliance with Section 4.24 (
Appears in 1 contract
Sources: Indenture (CEDC Finance Corp LLC)
Release of Collateral. (a) Each Lender (including in its All or any portion of its Affiliate’s capacities the Collateral, as a potential Hedge Bank applicable, shall be released from the Lien and security interest created by the Note Collateral Documents to secure the Obligations, all without delivery of any instrument or Cash Management Bank)performance of any act by any party, at any time or from time to time as provided by this Section 13.10. Upon such release, subject to the Swingline Lender, terms of the Note Collateral Documents all rights in the applicable Collateral securing the Obligations shall revert to the Issuer and the Issuing Bank hereby irrevocably authorize Guarantors. The applicable Collateral shall be automatically released from the Administrative Agent, at is option Lien and discretionsecurity interest created by the Note Collateral Documents to secure the Obligations under any of the following circumstances:
(i) to release any Lien on enable the Issuer or any Collateral granted Guarantor to or held by consummate the Administrative Agent, for the benefit of the Secured Parties, under any Loan Document (A) upon the termination of the Revolving Commitments and payment in full in cash of all Secured Obligations disposition (other than (1) contingent indemnification obligations and (2) obligations and liabilities under Secured Cash Management Agreements or Secured Hedge Agreements as to which arrangements satisfactory any disposition to the applicable Cash Management Bank Issuer or Hedge Bank shall have been madea Collateral Guarantor) and the expiration of such property or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the Issuing Bank shall have been made), (B) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted under the Loan Documents to a Person that is not a Loan Party, (C) if approved, authorized or ratified in writing in accordance with Section 10.2, (D) assets to the extent such asset constitutes an Excluded Asset (as defined in the Security Agreement) or (E) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations not prohibited under the Subsidiary Guaranty Agreement pursuant to clause (iii) belowSection 9.12;
(ii) to subordinate any Lien on the extent that such Collateral comprises property leased to the Issuer or any Collateral granted Guarantor, upon termination or expiration of such lease;
(iii) in respect of the property and assets of a Collateral Guarantor, upon the release or discharge of the Guarantee of such Collateral Guarantor in accordance with this Indenture;
(iv) in respect of any property and assets of a Collateral Guarantor or the Issuer that would constitute Collateral but is at such time not subject to a Lien securing First Lien Obligations (other than the Obligations), other than any property or held assets that cease to be subject to a Lien securing First Lien Obligations (other than the Obligations) in connection with a Discharge of First Lien Obligations (other than the Obligations); provided that if such property and assets (other than Excluded Property) are subsequently subject to a Lien securing First Lien Obligations (other than the Obligations), such property and assets shall subsequently constitute Collateral under this Indenture;
(v) in respect of any Collateral transferred to a third party or otherwise disposed of in connection with any enforcement by the Administrative Note Collateral Agent under any Loan Document in accordance with the First Lien/First Lien Intercreditor Agreement;
(vi) pursuant to an amendment or waiver in accordance with Section 5.12 or Article 8;
(vii) in accordance with the holder applicable provisions of the First Lien/First Lien Intercreditor Agreement or the Collateral Documents;
(viii) in respect of any Lien property and assets that are or become Excluded Property pursuant to a transaction not prohibited under this Indenture including without limitation (x) any collections and accounts established solely for the collection of Receivables to secure the incurrence of Indebtedness pursuant to a Qualified Receivable Facility as permitted by Section 9.08(b)(xxviii) and any property securing such Qualified Receivable Facility, (y) consist of Securitization Assets transferred to a Securitization Subsidiary in connection with a Qualified Securitization Facility permitted under Section 9.08(b)(xxvii) or (z) consist of Digital Products transferred to a Digital Products Subsidiary in connection with a Qualified Digital Products Facilities permitted under Section 9.08(b)(xxx);
(ix) if the Securities have been discharged or defeased pursuant to Section 7.2(b)11.03;
(x) as required by the Note Collateral Agent to effect any disposition of Collateral in connection with any exercise of remedies under the Collateral Documents;
(xi) pursuant to the terms of any applicable Intercreditor Agreement; and
(xii) [reserved]; or
(iiixiii) to release any Guarantor from its obligations under any Loan Documents if upon such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted under Collateral becoming Excluded Property. In addition, (i) the Loan Documents. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Subsidiary Guaranty Agreement security interests granted pursuant to this Section 9.9. In each case as specified in this Section 9.9the Collateral Documents securing the Obligations shall automatically terminate and/or be released all without delivery of any instrument or performance of any act by any party, and all rights to the Administrative Agent will, at the Borrower’s expense, execute and deliver Collateral shall revert to the applicable Loan Party such documents Collateral Guarantors, as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Subsidiary Guaranty Agreement, in each case in accordance with the terms of the Loan date when all the Obligations under this Indenture and the Collateral Documents (other than contingent or unliquidated obligations or liabilities not then due) have been paid in full in cash or immediately available funds; and this Section 9.9. In (ii) the case of any such sale, transfer or disposal of any property constituting Collateral in a transaction constituting an Disposition permitted security interests granted pursuant to Section 7.6 to a Person that is not a Loan Party, the Liens created by any Collateral Documents securing the Obligations shall automatically terminate as of the Security Documents on such property shall be automatically released without need for further action by any Persondate when the holders of at least 66.666% in aggregate principal amount of all Securities issued under this Indenture consent to the termination of the Collateral Documents.
(b) Each LenderThe Note Collateral Agent and, if necessary, the Swingline Lender, and the Issuing Bank hereby directs the Administrative AgentTrustee shall, at the sole cost and expense of the BorrowerIssuer’s expense, to execute and execute, deliver or file acknowledge any necessary or authorize the filing proper instruments of such termination, partial satisfaction or release statementsprovided to it to evidence and shall do or cause to be done all other acts reasonably necessary to effect, mortgage releases or other instruments evidencing in each case as soon as is reasonably practicable, the release of a Lien, and do such other things as are necessary to release Liens any Collateral permitted to be released pursuant to this Section 9.9 promptly upon Indenture and the effectiveness of Note Collateral Documents. Neither the Trustee nor the Note Collateral Agent shall be liable for any such release. Upon request release undertaken in good faith and that it believes to be authorized or within the rights or powers conferred upon it by the Administrative Agent at any time, the Lenders, the Swingline Lender, this Indenture and the Issuing Bank will confirm in writing the Administrative Agent’s authority to release particular types or items of Note Collateral pursuant to this Section 9.9Documents.
(c) The Administrative Agent shall release of any Collateral from the terms of this Indenture and the Note Collateral Documents will not be responsible for or have a duty deemed to ascertain or inquire into any representation or warranty regarding impair the existence, value or collectability security under this Indenture in contravention of the Collateralprovisions hereof if and to the extent the Collateral is released pursuant to the terms of the Note Collateral Documents.
(d) If the Existing Issuer Credit Facility Obligations have been discharged, Level 3 Parent will designate the class of First Lien Obligations having at that time the highest aggregate principal amount outstanding as the “Original Obligations” under (and within the meaning of) the Intercreditor Agreement.
(e) Upon any occurrence giving rise to a release of Collateral as specified above, the existenceTrustee, priority upon receipt of an Officers’ Certificate from the Issuer and an Opinion of Counsel each stating that all conditions precedent to such release have been satisfied, will execute any documents reasonably required by the Issuer in order to evidence or perfection effect such release in respect of such Collateral. None of the Administrative Agent’s Lien thereonIssuer, any Guarantor or the Trustee will be required to make a notation on the Securities to reflect any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to any Secured Party for any failure to monitor or maintain any portion of the Collateralsuch release.
Appears in 1 contract
Release of Collateral. (a) Each Lender (including in its or any of its Affiliate’s capacities as a potential Hedge Bank or Cash Management Bank)Lender, the Swingline Lender, and the Issuing Bank hereby irrevocably authorize directs, in accordance with the terms of this Agreement, the Administrative Agent, at is option and discretionAgent to release any Lien held by the Administrative Agent for the benefit of the Lenders:
(i) to release any Lien on any Collateral granted to or held by the Administrative Agent, for the benefit against all of the Secured PartiesCollateral, under any Loan Document (A) upon the termination of the Revolving Commitments final and indefeasible payment in full in cash of all Secured the Obligations (other than (1) contingent indemnification obligations and (2) obligations and liabilities under Secured Cash Management Agreements or Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the Issuing Bank shall have been made), (B) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted under the Loan Documents to a Person that is not a Loan Party, (C) if approved, authorized or ratified in writing in accordance with Section 10.2, (D) to the extent such asset constitutes an Excluded Asset (as defined in the Security Agreement) or (E) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to clause (iii) belowCommitments;
(ii) against any part of the Collateral sold or disposed of by the Borrower or any other Loan Party (to subordinate any Lien on any Collateral granted Person other than a Loan Party) if such sale or disposition is permitted by Section 7.6 or is otherwise consented to or held by the Required Lenders for such release as set forth in Section 10.2, as certified to the Administrative Agent under any Loan Document to in a certificate of a Responsible Officer of the holder of any Lien permitted pursuant to Section 7.2(b)Borrower; or
(iii) to release any Guarantor from its obligations under any Loan Documents if such Person ceases to be a Restricted Subsidiary on (x) the Equity Interests of Scripps Spinco and Scripps NP Operating, LLC and (y) the Scripps Newspaper Assets (as a result of a transaction permitted under defined in the Loan Documents. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to this Section 9.9. In each case as specified in this Section 9.9, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Subsidiary Guaranty Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.9. In the case of any such sale, transfer or disposal of any property constituting Collateral in a transaction constituting an Disposition permitted pursuant to Section 7.6 to a Person that is not a Loan Party, the Liens created by any of the Security Documents on such property shall be automatically released without need for further action by any PersonMTA).
(b) Each Lender, the Swingline Lender, and the Issuing Bank hereby directs the Administrative Agent, at the sole cost and expense of the Borrower, to execute and deliver or file or authorize the filing of such termination, partial release statements, mortgage releases or other instruments evidencing release of a Lien, and do such other things as are necessary to release Liens to be released pursuant to this Section 9.9 9.10 promptly upon the effectiveness of any such release. Upon request by the Administrative Agent at any time, the Lenders, the Swingline Lender, and the Issuing Bank will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.99.10.
(c) The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to any Secured Party for any failure to monitor or maintain any portion of the Collateral.
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (E.W. SCRIPPS Co)
Release of Collateral. Each Lender hereby consents to the release and hereby directs Agent to release (or in the case of clause (b)(ii) below, release or subordinate) the following: (a) Each Lender any Guarantor if all of the Equity Securities of such Subsidiary owned by any Loan Party is sold or transferred in a transaction permitted under the Loan Documents (including in its pursuant to a valid waiver or any of its Affiliate’s capacities as a potential Hedge Bank or Cash Management Bankconsent), to the Swingline Lenderextent that, and the Issuing Bank hereby irrevocably authorize the Administrative Agentafter giving effect to such transaction, at is option and discretion:
such Subsidiary would not be required to guaranty any Obligations pursuant to any Loan Document; (ib) to release any Lien on any Collateral granted to or held by the Administrative Agent, Agent for the benefit of the Secured Agent and the Lenders against (i) any Collateral that is sold or otherwise disposed of by a Loan Party in a transaction permitted by the Loan Documents (including pursuant to a valid waiver or consent), (ii) any Collateral subject to a Lien that is expressly permitted under clause (v) or (vi) of the definition of the term "Permitted Lien" and (iii) all of the Collateral and all Loan Parties, under any Loan Document upon (A) upon the termination of the Revolving Commitments and payment in full in cash of all Secured of the Obligations (other than (1) contingent indemnification obligations that Agent has theretofore been notified in writing by the holder of such Obligation are then due and payable and (2B) obligations receipt by Agent and liabilities under Secured Cash Management Agreements or Secured Hedge Agreements as Lenders of liability releases from the Loan Parties in form and substance acceptable to which arrangements satisfactory to Agent (acting at the applicable Cash Management Bank or Hedge Bank shall have been madedirection of the Required Lenders); and (c) and any Lien held by Agent for the expiration or termination benefit of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the Issuing Bank shall have been made), (B) Lenders against any Collateral that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted under the Loan Documents to a Person that is not a Loan Party, (C) if approved, authorized or ratified in writing in accordance with Section 10.2, (D) to the extent such asset constitutes an Excluded Asset (as defined in the Security Agreement) or (E) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to clause (iii) below;
(ii) to subordinate any Lien on any Collateral granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien permitted Transferred pursuant to Section 7.2(b); or
7.02(iii) hereof, in an aggregate amount not to exceed One Million Dollars (iii$1,000,000) to release in any Guarantor from its obligations under any Loan Documents if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted under fiscal quarter commencing with the Loan Documentsfiscal quarter ending March 31, 2018. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s 's authority to release or subordinate its interest in any particular types or items of property, or to release any Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to this Section 9.9. In each case as specified in this Section 9.9, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Subsidiary Guaranty Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.9. In the case of any such sale, transfer or disposal of any property constituting Collateral in a transaction constituting an Disposition permitted pursuant to Section 7.6 to a Person that is not a Loan Party, the Liens created by any of the Security Documents on such property shall be automatically released without need for further action by any Person.
(b) Each Lender, the Swingline Lender, and the Issuing Bank hereby directs the Administrative Agent, at the sole cost and expense of the Borrower, to execute and deliver or file or authorize the filing of such termination, partial release statements, mortgage releases or other instruments evidencing release of a Lien, and do such other things as are necessary to release Liens to be released pursuant to this Section 9.9 promptly upon the effectiveness of any such release. Upon request by the Administrative Agent at any time, the Lenders, the Swingline Lender, and the Issuing Bank will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.910.15. Section 10.16.
(c) The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to any Secured Party for any failure to monitor or maintain any portion of the Collateral.
Appears in 1 contract
Sources: Loan and Security Agreement (Sterling Construction Co Inc)
Release of Collateral. (a) Each Lender (including in its or any of its Affiliate’s capacities as a potential Hedge Bank or Cash Management Bank), the Swingline Lender, and the Issuing Bank hereby The Lenders irrevocably authorize the Administrative Agent, at is option Collateral Agent (and discretion:the Collateral Agent agrees):
(ia) to release any Lien on any Collateral property granted to or held by the Collateral Agent or the Administrative Agent, for the benefit of the Secured Parties, Agent under any Loan Document Document, (Aw) upon the termination of Termination Date (and, concurrently therewith, to release all the Revolving Commitments and payment in full in cash of all Secured Obligations Loan Parties from their obligations under the Loan Documents (other than (1) contingent indemnification obligations and (2) obligations and liabilities under Secured Cash Management Agreements or Secured Hedge Agreements as to which arrangements satisfactory to those that specifically survive the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the Issuing Bank shall have been madeTermination Date)), (Bx) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale permitted hereunder or under any other disposition permitted under the Loan Documents Document to a any Person that is not other than a Loan Party, (Cy) subject to Section 9.08, if approved, authorized or ratified in writing in accordance with Section 10.2by the Required Lenders, (D) to the extent such asset constitutes an Excluded Asset (as defined in the Security Agreement) or (Ez) if the property subject to such Lien is owned by a Guarantor, Subsidiary Guarantor upon release of such Guarantor from its obligations under the Subsidiary its Guaranty Agreement pursuant to clause (iiic) below;
(iib) at the request of the Borrower, to subordinate any Lien on any Collateral property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted pursuant to Section 7.2(bby clauses (f), (h) and (s) of the definition of Permitted Liens; orand
(iiic) to release any Subsidiary Guarantor from its obligations under any Loan Documents Document to which it is a party if such Person ceases to be a Restricted Subsidiary constituting a Guarantor as a result of a transaction or designation permitted under hereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of the Loan DocumentsNew Senior Notes, any Junior Financing and any Refinancing Indebtedness in respect thereof unless and until such Guarantor is (or is being substantially simultaneously) released from its guarantee with respect to the New Senior Notes, such Junior Financing and any Refinancing Indebtedness in respect thereof. Upon request by the Administrative any Agent at any time, the Required Lenders will confirm in writing the Administrative such Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty Agreement Loan Documents pursuant to this Section 9.99.18. In each case as specified in this Section 9.99.18, the Administrative relevant Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Documents or to subordinate its interest in such itemLoan Documents, or to release such Guarantor Loan Party from its obligations under the Subsidiary Guaranty AgreementLoan Documents, in each case case, in accordance with the terms of the Loan Documents and this Section 9.9. In the case of any such sale, transfer or disposal of any property constituting Collateral in a transaction constituting an Disposition permitted pursuant to Section 7.6 to a Person that is not a Loan Party, the Liens created by any of the Security Documents on such property shall be automatically released without need for further action by any Person9.18.
(b) Each Lender, the Swingline Lender, and the Issuing Bank hereby directs the Administrative Agent, at the sole cost and expense of the Borrower, to execute and deliver or file or authorize the filing of such termination, partial release statements, mortgage releases or other instruments evidencing release of a Lien, and do such other things as are necessary to release Liens to be released pursuant to this Section 9.9 promptly upon the effectiveness of any such release. Upon request by the Administrative Agent at any time, the Lenders, the Swingline Lender, and the Issuing Bank will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.9.
(c) The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to any Secured Party for any failure to monitor or maintain any portion of the Collateral.
Appears in 1 contract
Release of Collateral. (a) Each Lender (including in its or any of its Affiliate’s capacities as a potential Hedge Bank or Cash Management Bank), the Swingline Lender, and the Issuing Bank hereby The Lenders irrevocably authorize the Administrative Agent, at is its option and in its discretion:
(i) , to release any Lien on any Collateral granted to or held by the Administrative Agent, for the benefit of the Secured Parties, under Agent upon any Loan Document Collateral: (Aa) upon the termination of the Revolving Commitments and payment in full in cash of all Secured Obligations (Loans and all other than (1) contingent indemnification obligations and (2) obligations and liabilities under Secured Cash Management Agreements or Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory known to the Administrative Agent and the Issuing Bank shall have been made), payable under this Agreement or any other Loan Document; (Bb) that is constituting property sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale disposition permitted hereunder; (c) constituting property in which the Borrower or any Restricted Subsidiary owned no interest at the time the Lien was granted or at any time thereafter; (d) constituting property leased to the Borrower or any Restricted Subsidiary 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 Borrower or such Restricted Subsidiary to be, renewed or extended; (e) consisting of an instrument evidencing Indebtedness or other disposition permitted under debt instrument, if the Loan Documents to a Person that is not a Loan Party, indebtedness thereby has been paid in full in cash; or (Cf) if approved, authorized or ratified in writing in accordance with Section 10.2, (D) to the extent such asset constitutes an Excluded Asset (as defined in the Security Agreement) or (E) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to clause (iii) below;
(ii) to subordinate any Lien on any Collateral granted to or held by the Administrative Agent under any Loan Document to Required Lenders or, if required by §16.12, all the holder of any Lien permitted pursuant to Section 7.2(b); or
(iii) to release any Guarantor from its obligations under any Loan Documents if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted under the Loan DocumentsLenders. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to this Section 9.9. In each case as specified in this Section 9.9, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Subsidiary Guaranty Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.9. In the case of any such sale, transfer or disposal of any property constituting Collateral in a transaction constituting an Disposition permitted pursuant to Section 7.6 to a Person that is not a Loan Party, the Liens created by any of the Security Documents on such property shall be automatically released without need for further action by any Person.
(b) Each Lender, the Swingline Lender, and the Issuing Bank hereby directs the Administrative Agent, at the sole cost and expense of the Borrower, to execute and deliver or file or authorize the filing of such termination, partial release statements, mortgage releases or other instruments evidencing release of a Lien, and do such other things as are necessary to release Liens to be released pursuant to this Section 9.9 promptly upon the effectiveness of any such release. Upon request by the Administrative Agent at any time, the Lenders, the Swingline Lender, and the Issuing Bank will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.9§14.12.
(c) The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to any Secured Party for any failure to monitor or maintain any portion of the Collateral.
Appears in 1 contract
Sources: Revolving Credit Agreement (Friendly Ice Cream Corp)
Release of Collateral. (a) Each Lender (including in its or any of its Affiliate’s capacities as a potential Hedge Bank or Cash Management Bank), the Swingline Lender, and the Issuing Bank The Lenders hereby irrevocably authorize the Administrative Agent, at is its option and in its discretion:
(i) , to release any Lien on any Collateral security interest granted to or held by the Administrative Agent, for the benefit Agent on any Collateral (i) on termination of payment and satisfaction of all of the Secured Parties, Obligations under any Loan Document (A) upon the termination of the Revolving Commitments Credit Facility (and payment in full in cash of all Secured Obligations (other than (1) contingent indemnification obligations and (2) obligations and liabilities under Secured Cash Management Agreements or Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit have been cancelled and returned to Agent) at any time arising under or in respect of this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby, (other than Letters of Credit as ii) constituting property in which Borrowers did not own an interest at the time the security interest was granted to which other arrangements satisfactory Agent, (iii) to the Administrative Agent and the Issuing Bank shall have been made), (B) that is sold or otherwise disposed of or extent required to be sold or otherwise disposed of as part of or in connection with effect any sale or other disposition of any Collateral in connection with any exercise of remedies of Agent and Lenders pursuant to the Loan Documents, (iv) owned by or leased to Borrowers which is subject to a purchase money security interest or which is the subject of a capital lease, (v) constituting property leased to Borrowers under a lease which has expired or been terminated in a transaction permitted under the Loan Documents this Agreement or is about to a Person that expire and which has not been, and is not intended by Borrowers to be, renewed or extended, or (vi) other than on all or a Loan Partysubstantial part of the Collateral, if (Ca) if approved, authorized or ratified in writing in accordance with Section 10.2, by the Lenders and (Db) after giving effect thereto a deficiency does not exist (but this clause (iii) shall not be deemed to require such approval to the extent such asset constitutes an Excluded Asset (as defined in the Security release is expressly authorized under this Agreement) or (E) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to clause (iii) below;
(ii) to subordinate any Lien on any Collateral granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien permitted pursuant to Section 7.2(b); or
(iii) to release any Guarantor from its obligations under any Loan Documents if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted under the Loan Documents. Upon On request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to this Section 9.9. In each case as specified in this Section 9.9, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Subsidiary Guaranty Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.9. In the case of any such sale, transfer or disposal of any property constituting Collateral in a transaction constituting an Disposition permitted pursuant to Section 7.6 to a Person that is not a Loan Party, the Liens created by any of the Security Documents on such property shall be automatically released without need for further action by any Person.
(b) Each Lender, the Swingline Lender, and the Issuing Bank hereby directs the Administrative Agent, at the sole cost and expense of the Borrower, to execute and deliver or file or authorize the filing of such termination, partial release statements, mortgage releases or other instruments evidencing release of a Lien, and do such other things as are necessary to release Liens to be released pursuant to this Section 9.9 promptly upon the effectiveness of any such release. Upon request by the Administrative Agent at any time, the Lenders, the Swingline Lender, and the Issuing Bank will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.9.
(c) The Administrative Agent shall not be responsible for 10.10. In the event of any sale or have a duty transfer of Collateral, or any foreclosure with respect to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection Agent is authorized to deduct all of the Administrative Agent’s Lien thereonexpenses incurred by Agent from the proceeds of any such sale, transfer or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to any Secured Party for any failure to monitor or maintain any portion of the Collateralforeclosure.
Appears in 1 contract
Sources: Credit and Security Agreement (Synergetics Usa Inc)
Release of Collateral. The Lenders irrevocably authorize and direct the Agents (and the Agents agree):
(a) Each Lender (including in its or any of its Affiliate’s capacities as a potential Hedge Bank or Cash Management Bank), the Swingline Lender, and the Issuing Bank hereby irrevocably authorize the Administrative Agent, at is option and discretion:
(i) to release any Lien on any Collateral property granted to or held by the Collateral Agent or the Administrative Agent, for the benefit of the Secured Parties, Agent under any Loan Document (Aw) upon the termination of Termination Date (and, concurrently therewith, to release all the Revolving Commitments and payment in full in cash of all Secured Obligations Loan Parties from their obligations under the Loan Documents (other than (1) contingent indemnification obligations and (2) obligations and liabilities under Secured Cash Management Agreements or Secured Hedge Agreements as to which arrangements satisfactory to those that specifically survive the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the Issuing Bank shall have been madeTermination Date)), (Bx) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale permitted hereunder or under any other disposition permitted under the Loan Documents Document to a any Person that is not other than a Loan Party, (Cy) subject to Section 9.08, if approved, authorized or ratified in writing in accordance with Section 10.2by the Required Lenders, (D) to the extent such asset constitutes an Excluded Asset (as defined in the Security Agreement) or (Ez) if the property subject to such Lien is owned by a Guarantor, Subsidiary Guarantor upon release of such Guarantor from its obligations under the Subsidiary Guaranty Agreement its guaranty pursuant to clause (iiic) below;
(iib) at the request of the Borrower, to subordinate any Lien on any Collateral property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted pursuant to Section 7.2(bby clauses (f), (h) and (t) of the definition of Permitted Liens; orand
(iiic) to release any Subsidiary Guarantor from its obligations under any Loan Documents Document to which it is a party if such Person ceases to be a Restricted Subsidiary subsidiary as a result of a transaction or designation permitted under hereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of the Loan DocumentsRevolving Credit Agreement, any Junior Financing and any Refinancing Indebtedness in respect thereof unless and until such Guarantor is (or is being simultaneously) released from its guarantee with respect to the Revolving Credit Agreement, such Junior Financing and any Refinancing Indebtedness in respect thereof. Upon request by the Administrative any Agent at any time, the Required Lenders will confirm in writing the Administrative such Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty Agreement Loan Documents pursuant to this Section 9.99.19. In each case as specified in this Section 9.99.19, the Administrative relevant Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request (including any UCC-3 termination statements) to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Documents or to subordinate its interest in such itemLoan Documents, or to release such Guarantor Loan Party from its obligations under the Subsidiary Guaranty AgreementLoan Documents, in each case case, in accordance with the terms of the Loan Documents and this Section 9.9. In the case of any such sale, transfer or disposal of any property constituting Collateral in a transaction constituting an Disposition permitted pursuant to Section 7.6 to a Person that is not a Loan Party, the Liens created by any of the Security Documents on such property shall be automatically released without need for further action by any Person9.19.
(b) Each Lender, the Swingline Lender, and the Issuing Bank hereby directs the Administrative Agent, at the sole cost and expense of the Borrower, to execute and deliver or file or authorize the filing of such termination, partial release statements, mortgage releases or other instruments evidencing release of a Lien, and do such other things as are necessary to release Liens to be released pursuant to this Section 9.9 promptly upon the effectiveness of any such release. Upon request by the Administrative Agent at any time, the Lenders, the Swingline Lender, and the Issuing Bank will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.9.
(c) The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to any Secured Party for any failure to monitor or maintain any portion of the Collateral.
Appears in 1 contract
Release of Collateral. (a) Each Lender (including in its or any of its Affiliate’s capacities as a potential Hedge Bank or Cash Management Bank), the Swingline Lender, and the Issuing Bank hereby The Lenders irrevocably authorize the Administrative Agent, at is its option and in its discretion:
(i) , to release any Lien on any Collateral granted to or held by the Administrative Agent, for the benefit of the Secured Parties, under Agent upon any Loan Document Collateral: (Aa) upon the termination of the Revolving Commitments and payment in full in cash of all Secured Obligations (Loans and all other than (1) contingent indemnification obligations and (2) obligations and liabilities under Secured Cash Management Agreements or Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory known to the Administrative Agent and the Issuing Bank shall have been made), payable under this Agreement or any other Loan Document; (Bb) that is constituting property sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale disposition permitted hereunder; (c) constituting property in which the Borrower or any Restricted Subsidiary owned no interest at the time the Lien was granted or at any time thereafter; (d) constituting property leased to the Borrower or any Restricted Subsidiary 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 Borrower or such Restricted Subsidiary to be, renewed or extended; (e) consisting of an instrument evidencing Indebtedness or other disposition permitted under debt instrument, if the Loan Documents to a Person that is not a Loan Party, indebtedness thereby has been paid in full in cash; or (Cf) if approved, authorized or ratified in writing in accordance with Section 10.2, (D) to the extent such asset constitutes an Excluded Asset (as defined in the Security Agreement) or (E) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to clause (iii) below;
(ii) to subordinate any Lien on any Collateral granted to or held by the Administrative Agent under any Loan Document to Required Lenders or, if required by Section 16.12, all the holder of any Lien permitted pursuant to Section 7.2(b); or
(iii) to release any Guarantor from its obligations under any Loan Documents if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted under the Loan DocumentsLenders. Upon request by the Administrative Agent at any timeanytime, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to this Section 9.9. In each case as specified in this Section 9.9, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Subsidiary Guaranty Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.9. In the case of any such sale, transfer or disposal of any property constituting Collateral in a transaction constituting an Disposition permitted pursuant to Section 7.6 to a Person that is not a Loan Party, the Liens created by any of the Security Documents on such property shall be automatically released without need for further action by any Person.
(b) Each Lender, the Swingline Lender, and the Issuing Bank hereby directs the Administrative Agent, at the sole cost and expense of the Borrower, to execute and deliver or file or authorize the filing of such termination, partial release statements, mortgage releases or other instruments evidencing release of a Lien, and do such other things as are necessary to release Liens to be released pursuant to this Section 9.9 promptly upon the effectiveness of any such release. Upon request by the Administrative Agent at any time, the Lenders, the Swingline Lender, and the Issuing Bank will confirm in writing the Administrative Agent’s 's authority to release particular types or items of Collateral pursuant to this Section 9.914.12.
(c) The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to any Secured Party for any failure to monitor or maintain any portion of the Collateral.
Appears in 1 contract
Sources: Revolving Credit Agreement (Friendly Ice Cream Corp)
Release of Collateral. (a) Each Lender (including Collateral may be released from the Liens and security interests created by the Security Documents at any time and from time to time in its or any accordance with the provisions of its Affiliate’s capacities as a potential Hedge Bank or Cash Management Bank)the Security Documents, the Swingline Lenderapplicable Intercreditor Agreements and this Indenture. Notwithstanding anything to the contrary in the Security Documents, any applicable Intercreditor Agreement and this Indenture, the Company and the Guarantors will be entitled to the release of property and other assets constituting Collateral from the Liens securing the Notes and the Guarantees, and the Issuing Bank hereby irrevocably authorize applicable Collateral shall be automatically released from the Administrative Liens of the Notes Collateral Agent, at is option and discretionunder any one or more of the following circumstances:
(i) to release any Lien on any Collateral granted to or held by the Administrative Agent, for the benefit upon consummation of the Secured Partiessale, under any Loan Document (A) upon the termination of the Revolving Commitments and payment in full in cash of all Secured Obligations (other than (1) contingent indemnification obligations and (2) obligations and liabilities under Secured Cash Management Agreements or Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the Issuing Bank shall have been made), (B) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale transfer or other disposition permitted under the Loan Documents to a Person that is not a Loan Party, (C) if approved, authorized or ratified in writing in accordance with Section 10.2, (D) of such Collateral to the extent such asset constitutes an Excluded Asset sale, transfer or other disposition is permitted under this Indenture;
(as defined ii) in the Security Agreement) or (E) if case of a Guarantor that is released from its Guarantee pursuant to Section 11.03, with respect to the property subject to and other assets of such Lien is owned by a Guarantor, upon the release of such Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to clause Guarantee;
(iii) belowwith respect to Collateral that is Capital Stock, upon the dissolution or liquidation of the issuer of that Capital Stock that is permitted by this Indenture;
(iv) with respect to any Collateral that becomes an “Excluded Asset,” upon it becoming an Excluded Asset;
(v) in accordance with Section 4.07(b);
(vi) [reserved];
(vii) with respect to any Collateral, in connection with any enforcement action taken by the Controlling Collateral Agent or the Designated Senior Representative (or, in each case, such other similar defined term), as applicable, in accordance with the terms of the applicable Intercreditor Agreement; or
(viii) as described under Article IX.
(b) The Liens on the Collateral securing the Notes and the Guarantees also shall automatically and without the need for any further action by any Person be terminated and released:
(i) upon payment in full of the principal of, together with accrued and unpaid interest, and the Applicable Premium (as applicable) on the Notes and all other Obligations in respect of the Notes under this Indenture, the Guarantees and the Security Documents that are due and payable at or prior to the time such principal, together with accrued and unpaid interest, are paid;
(ii) to subordinate any Lien on any Collateral granted to or held by the Administrative Agent upon a satisfaction and discharge of this Indenture as described under any Loan Document to the holder of any Lien permitted pursuant to Section 7.2(b8.01(a); or
(iii) pursuant to release the terms of any Guarantor from its applicable Intercreditor Agreement.
(c) In addition, any Lien on any Collateral may be (i) released or subordinated to any Lien on such Collateral that is created, incurred or assumed pursuant to clause (viii)(A) of the definition of “Permitted Liens” to the extent required by the terms of the obligations under secured by such Liens and (ii) subordinated to any Loan Documents Lien on any Material Real Property if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted required under the Loan Documents. Upon request terms of any lease, easement, right of way or similar agreement effecting the Material Real Property provided such lease, easement, right of way or similar agreement is permitted by Section 4.07.
(d) With respect to any release of Collateral, upon receipt of an Officer’s Certificate stating that all conditions precedent under this Indenture and the Administrative Security Documents to such release have been met and that it is permitted for the Trustee or Notes Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to this Section 9.9. In each case as specified in this Section 9.9, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party documents requested by the Company in connection with such documents as release and any necessary or proper instruments of termination, satisfaction or release prepared by the Company, the Trustee and the Notes Collateral Agent shall execute, deliver or acknowledge (at the Company’s expense) such Loan Party may reasonably request instruments or releases to evidence the release of such item of any Collateral from the assignment and security interest granted under the Security Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Subsidiary Guaranty Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.9. In the case of any such sale, transfer or disposal of any property constituting Collateral in a transaction constituting an Disposition permitted pursuant to Section 7.6 to a Person that is not a Loan Party, the Liens created by any of the Security Documents on such property shall be automatically released without need for further action by any Person.
(b) Each Lender, the Swingline Lender, and the Issuing Bank hereby directs the Administrative Agent, at the sole cost and expense of the Borrower, to execute and deliver or file or authorize the filing of such termination, partial release statements, mortgage releases or other instruments evidencing release of a Lien, and do such other things as are necessary to release Liens to be released pursuant to this Section 9.9 promptly upon Indenture or the effectiveness Security Documents and shall do or cause to be done (at the Company’s expense) all acts reasonably requested of them to release such ▇▇▇▇ as soon as is reasonably practicable. Neither the Trustee nor the Notes Collateral Agent shall be liable for any such release. Upon request by release undertaken in reliance upon any such Officer’s Certificate, and notwithstanding any term hereof or in any Security Document to the Administrative Agent at any timecontrary, the Lenders, the Swingline Lender, Trustee and the Issuing Bank will confirm in writing the Administrative Agent’s authority to release particular types or items of Notes Collateral pursuant to this Section 9.9.
(c) The Administrative Agent shall not be responsible for or have a duty under any obligation to ascertain or inquire into release any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s such Lien thereonand security interest, or execute and deliver any certificate prepared by any Loan Party in connection therewithsuch instrument of release, nor shall the Administrative Agent be responsible satisfaction or liable to any Secured Party for any failure to monitor or maintain any portion of the Collateraltermination, unless and until it receives such Officer’s Certificate.
Appears in 1 contract
Release of Collateral. (a) Each Lender Subject to subsections (including in its or any b) and (c) of its Affiliate’s capacities as a potential Hedge Bank or Cash Management Bank)this Section 11.04, the Swingline LenderCollateral may be released from the First Priority Liens created by the Security Documents at any time or from time to time in accordance with the provisions of this Indenture, the Security Documents and the Issuing Bank hereby irrevocably authorize Intercreditor Agreements. The applicable assets included in the Administrative AgentCollateral shall be released from the First Priority Liens securing the Notes and the Note Guarantees at the Company’s sole cost and expense, at is option and discretionunder any one or more of the following circumstances:
(i) to release any Lien on any Collateral granted to or held by the Administrative Agent, for the benefit of the Secured Parties, under any Loan Document (A) upon the termination of the Revolving Commitments and payment in full in cash of all Secured Obligations (other than (1) contingent indemnification obligations and (2) obligations and liabilities under Secured Cash Management Agreements or Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the Issuing Bank shall have been made), (B) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted under the Loan Documents to a Person that is not a Loan Party, (C) if approved, authorized or ratified in writing in accordance with Section 10.2, (D) to the extent such asset constitutes an Excluded Asset (as defined in the Security Agreement) or (E) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to clause (iii) below[Reserved];
(ii) to subordinate any Lien on any Collateral granted enable the Company and Note Guarantors to consummate the disposition of such property or held by the Administrative Agent under any Loan Document assets to the holder of any Lien permitted pursuant to extent not prohibited under the covenant described under Section 7.2(b); or4.06;
(iii) to release any in respect of the property and assets of a Note Guarantor, upon the designation of such Note Guarantor from its obligations under any Loan Documents if such Person ceases to be an Unrestricted Subsidiary in accordance with the covenant described under Section 4.04 and the definition of “Unrestricted Subsidiary”;
(iv) in respect of the property and assets of a Restricted Subsidiary Note Guarantor, upon the release or discharge of the Note Guarantee of such Note Guarantor in accordance with this Indenture;
(1) in respect of any property and assets of the Company or a Note Guarantor that would constitute ABL Priority Collateral but is at such time not subject to a Lien securing ABL Obligations, other than any assets or property that cease to be subject to a Lien securing ABL Obligations in connection with a release or discharge by or as a result of payment in full and termination of the ABL Facility; provided that if such property and assets are subsequently subject to a transaction permitted Lien securing ABL Obligations (other than Excluded Assets), such property and assets shall subsequently constitute Collateral hereunder; (2) in respect of any property and assets of the Company or a Note Guarantor that would constitute Collateral but is at such time not subject to a Lien securing First Priority Lien Obligations under a senior secured credit facility that constitutes the Loan Documents. Upon request by Designated Credit Agreement (to the Administrative Agent extent there is such a facility at such time), other than any time, the Required Lenders will confirm property or assets that cease to be subject to a Lien securing First Priority Lien Obligations in writing the Administrative Agent’s authority to connection with a release or subordinate its interest discharge by or as a result of payment in particular types full and termination of such Designated Credit Agreement; provided that if such property and assets are subsequently subject to a Lien securing First Priority Lien Obligations (other than Excluded Assets), such property and assets shall subsequently constitute Collateral hereunder;
(vi) in the case of a Note Guarantor making a Transfer to any Restricted Subsidiary; provided that such Transfer is permitted by clause (y) of the last paragraph of Section 5.01;
(vii) pursuant to an amendment or items of property, waiver in accordance with Article IX;
(viii) if the Notes have been discharged or defeased pursuant to Section 8.01; and
(ix) upon the Company’s election to release any Guarantor Collateral from its obligations under the Subsidiary Guaranty Agreement Liens securing the Notes and Guarantees pursuant to this Section 9.94.17. In each case Upon the receipt of an Officer’s Certificate from the Company, as specified described in this Section 9.911.04(b) below, if applicable, and any necessary or proper instruments of termination, satisfaction or release prepared by the Company, the Administrative Collateral Agent willshall execute, at the Borrower’s expense, execute and deliver to the applicable Loan Party or acknowledge such documents as such Loan Party may reasonably request instruments or releases to evidence the release of such item of any Collateral from the assignment and security interest granted under the Security Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Subsidiary Guaranty Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.9. In the case of any such sale, transfer or disposal of any property constituting Collateral in a transaction constituting an Disposition permitted pursuant to Section 7.6 to a Person that is not a Loan Party, the Liens created by any of the Security Documents on such property shall be automatically released without need for further action by any Person.
(b) Each Lender, the Swingline Lender, and the Issuing Bank hereby directs the Administrative Agent, at the sole cost and expense of the Borrower, to execute and deliver or file or authorize the filing of such termination, partial release statements, mortgage releases or other instruments evidencing release of a Lien, and do such other things as are necessary to release Liens to be released pursuant to this Section 9.9 promptly upon Indenture or the effectiveness of Security Documents or the Intercreditor Agreements.
(b) Except as provided in the Intercreditor Agreements, in connection with (x) any such release. Upon request by the Administrative Agent at any time, the Lenders, the Swingline Lender, and the Issuing Bank will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.911.04(a)(i), (iii), (iv), (v) or (vi) above, such Collateral may not be released from the Lien and security interest created by the Security Documents and (y) any release of Collateral pursuant to Section 11.04(a)(ii), the Collateral Agent shall not be required to execute, deliver or acknowledge any instruments of termination, satisfaction or release, unless, in either case (x) or (y), an Officer’s Certificate and Opinion of Counsel certifying that all conditions precedent have been met and stating under which of the circumstances set forth in Section 11.04(a) above the Collateral is being released have been delivered to the Collateral Agent on or prior to the date of such release.
(c) The Administrative Agent shall not be responsible for At any time when a Default or have a duty to ascertain or inquire into any representation or warranty regarding Event of Default has occurred and is continuing and the existence, value or collectability maturity of the CollateralNotes has been accelerated (whether by declaration or otherwise) and the Trustee has delivered a notice of acceleration to the Collateral Agent, no release of Collateral pursuant to the existenceprovisions of this Indenture or the Security Documents will be effective as against the Holders, priority or perfection except as otherwise provided in the Intercreditor Agreements or, subject to the terms of the Administrative Agent’s Lien thereonIntercreditor Agreements, or any certificate prepared by any Loan Party in connection therewith, nor shall with the Administrative Agent be responsible or liable to any Secured Party for any failure to monitor or maintain any portion exercise of remedies by the CollateralCollateral Agent.
Appears in 1 contract
Release of Collateral. Each Lender hereby consents to the release and hereby directs Collateral Agent to release (or in the case of clause (b)(ii) below, release or subordinate), and the Collateral Agent hereby agrees for the benefit of Borrower and its Subsidiaries to release (or in the case of clause (b)(ii) below, release or subordinate), the following:
(a) Each Lender any Guarantor or co-Borrower if all of the stock of such Subsidiary owned by Borrower is sold or transferred in a transaction permitted under the Loan Documents (including in its pursuant to a valid waiver or any of its Affiliate’s capacities as a potential Hedge Bank or Cash Management Bankconsent), to the Swingline Lenderextent that, and the Issuing Bank hereby irrevocably authorize the Administrative Agentafter giving effect to such transaction, at is option and discretion:such Subsidiary would not be required to guaranty any Obligations pursuant to any Loan Document; and
(ib) to release any Lien on any Collateral granted to or held by the Administrative Agent, Collateral Agent for the benefit of the Secured PartiesParties against (i) any Collateral that is sold or otherwise disposed of by Borrower or any Guarantor in a transaction permitted by the Loan Documents (including pursuant to a valid waiver or consent), (ii) any Collateral subject to a Lien that is expressly permitted under clause (c) of the definition of the term “Permitted Lien” and (iii) all of the Collateral, Borrower, and any Loan Document Guarantor, upon (A) upon the termination of all of the Revolving Commitments and Term Loan Commitments, (B) the payment in full in cash of all Secured of the Obligations (other than (1a) contingent indemnification inchoate indemnity obligations and (2b) other obligations and liabilities under Secured Cash Management Agreements or Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) that survive termination of this Agreement and the expiration or termination of all Letters of Credit (other than Letters of Credit as to Loan Documents, in each case, for which other arrangements satisfactory to the Administrative Agent and the Issuing Bank shall have no claim has been made), (B) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted under the Loan Documents to a Person that is not a Loan Party, and (C) if approved, authorized or ratified in writing in accordance with Section 10.2, (D) to the extent such asset constitutes an Excluded Asset requested by Collateral Agent or a Lender, receipt by Collateral Agent and Lenders of liability releases from Borrower in form and substance reasonably acceptable to Collateral Agent and the Lenders (as defined the satisfaction of the conditions in the Security Agreement) or (E) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to this clause (iii) below;
(ii) to subordinate any Lien on any Collateral granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien permitted pursuant to Section 7.2(b); or
(iii) to release any Guarantor from its obligations under any Loan Documents if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted under the Loan Documents. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to this Section 9.9. In each case as specified in this Section 9.9, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Subsidiary Guaranty Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.9. In the case of any such sale, transfer or disposal of any property constituting Collateral in a transaction constituting an Disposition permitted pursuant to Section 7.6 to a Person that is not a Loan Party, the Liens created by any of the Security Documents on such property shall be automatically released without need for further action by any Person“Termination Date”).
(b) Each Lender, the Swingline Lender, and the Issuing Bank hereby directs the Administrative Agent, at the sole cost and expense of the Borrower, to execute and deliver or file or authorize the filing of such termination, partial release statements, mortgage releases or other instruments evidencing release of a Lien, and do such other things as are necessary to release Liens to be released pursuant to this Section 9.9 promptly upon the effectiveness of any such release. Upon request by the Administrative Agent at any time, the Lenders, the Swingline Lender, and the Issuing Bank will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.9.
(c) The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to any Secured Party for any failure to monitor or maintain any portion of the Collateral.
Appears in 1 contract
Sources: Loan and Security Agreement (Restoration Robotics, Inc.)
Release of Collateral. (a) Each Lender (including in its The Liens on property or any of its Affiliate’s capacities as a potential Hedge Bank or Cash Management Bank)other assets constituting Collateral securing the Notes, this Indenture and the Swingline Lenderrelated Guarantees also shall automatically, and without the Issuing Bank hereby irrevocably authorize need for any further action by any Person, be terminated and released, under any one or more of the Administrative Agent, at is option and discretionfollowing circumstances:
(i) to release enable an Issuer or any Lien on any Collateral granted Guarantor to consummate the sale, exchange, transfer or held other disposition (including by the Administrative Agent, for the benefit of the Secured Parties, under any Loan Document (A) upon the termination of Financing Lease Obligations or the Revolving Commitments repossession of the leased property in a Financing Lease Obligation by the lessor and payment in full in cash by means of all Secured Obligations (a distribution or a Restricted Payment) of such Collateral to any Person other than (1) contingent indemnification obligations and (2) obligations and liabilities under Secured Cash Management Agreements an Issuer or Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the Issuing Bank shall have been made)a Guarantor, (B) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted under the Loan Documents to a Person that is not a Loan Party, (C) if approved, authorized or ratified in writing in accordance with Section 10.2, (D) to the extent such asset constitutes an Excluded Asset sale, exchange, transfer or other disposition is not prohibited by the covenant described under Section 4.10;
(as defined ii) in the Security Agreement) case of a Guarantor that is released or (E) if discharged from its Guarantee, with respect to the property subject to and other assets of such Lien is owned by a Guarantor, upon the release or discharge of such Guarantor from its obligations under Guarantee, including upon the Subsidiary Guaranty Agreement pursuant to clause (iii) belowdesignation of such Guarantor as an Unrestricted Subsidiary;
(ii) to subordinate any Lien on any Collateral granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien permitted pursuant to Section 7.2(b); or
(iii) with respect to Collateral that is Capital Stock, upon (i) the dissolution or liquidation of the issuer of that Capital Stock that is not prohibited by this Indenture or (ii) upon the designation by the Company of such issuer of Capital Stock as an Unrestricted Subsidiary under this Indenture;
(iv) with respect to any Collateral that is or that becomes an “Excluded Property,” upon it becoming an Excluded Property;
(v) in accordance with the second paragraph under Section 4.12;
(vi) to the extent the Liens on the Collateral securing the Obligations under the Senior Credit Agreement are released by the Senior Credit Agreement Collateral Agent (other than any release any Guarantor from its obligations under any Loan Documents if such Person ceases to be a Restricted Subsidiary by, or as a result of, payment of a transaction permitted under the Loan Documents. Upon request by the Administrative Agent at any timesuch Obligations or termination of such agreement and related commitments), the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to this Section 9.9. In each case as specified in this Section 9.9, 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 upon the release of such item Liens;
(vii) in connection with any enforcement action or exercise of remedies taken by the Controlling Collateral from the assignment and security interest granted under the Security Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Subsidiary Guaranty Agreement, in each case Agent in accordance with the terms of the Loan Documents and this Section 9.9. In Equal Priority Intercreditor Agreement;
(viii) to the case extent such Collateral is comprised of any such sale, transfer property leased to an Issuer or disposal of any property constituting Collateral in a transaction constituting an Disposition permitted pursuant to Section 7.6 to Guarantor by a Person that is not an Issuer or a Loan PartyGuarantor, upon termination or expiration of such lease; or
(ix) as described under Article 9 below.
(b) The Liens on the Liens created by any of Collateral securing the Security Documents on such property Notes, this Indenture and the related Guarantees also shall be automatically released automatically, and without the need for any further action by any Person, be terminated and released, (i) upon payment in full of the principal of, together with accrued and unpaid interest on, the Notes and all other Obligations in respect of the Notes under this Indenture, the related Guarantees and the Security Documents that are due and payable at or prior to the time such principal, together with accrued and unpaid interest, are paid, (ii) upon a legal defeasance or covenant defeasance with respect to the Notes under this Indenture as described below under Section 8.01 or a satisfaction and discharge of this Indenture with respect to the Notes as described under Section 8.02 or (iii) pursuant to the Equal Priority Intercreditor Agreement, in each case described above and the Security Documents with respect to the Notes, in each case, other than any contingent obligations (including contingent indemnity obligations not yet due or payable).
(bc) Each LenderIn addition, and notwithstanding anything to the contrary in the Security Documents, the Swingline LenderEqual Priority Intercreditor Agreement, any Junior Priority Intercreditor Agreement and any Customary Intercreditor Agreement, as applicable, and the Issuing Bank hereby directs the Administrative Agentthis Indenture, at the sole cost and expense upon request of the BorrowerIssuers any Lien on any Collateral may be subordinated to the holder of any Lien on such Collateral that is created, incurred, or assumed pursuant to clauses (1), (4), (5) (to the extent related to Indebtedness permitted to be incurred pursuant to Section 4.09(b)(4)), (7), (8) (as it relates to Liens secured by clause (4) (to the extent related to Section 4.09(b)(4) and clause (7) of the definition of “Permitted Liens”)), (10), (16), (19), (23), (24), (25), (28), (29), (31)(a), (32), (33), (35), (40), (45), (46), (53), (54) and (55) of the definition of “Permitted Liens.” In addition, notwithstanding anything to the contrary contained in the Security Documents, the Equal Priority Intercreditor Agreement, any Junior Priority Intercreditor Agreement and any Customary Intercreditor Agreement, as applicable and this Indenture, upon written request of the Issuers, the Notes Collateral Agent shall (without notice to, or vote or consent of, any Secured Notes Secured Parties) take such actions as shall be so requested by the Issuers to give effect to (by means of an acknowledgement (but not consent) in form reasonably satisfactory to the Notes Collateral Agent), or to subordinate, the Lien on any Collateral to such Liens listed above permitted by this Indenture and to enter into subordination or intercreditor agreements as applicable.
(d) With respect to any release of Collateral, upon receipt of an Officer’s Certificate and Opinion of Counsel stating that all covenants and conditions precedent under this Indenture and the Security Documents and the Equal Priority Intercreditor Agreement, any Junior Priority Intercreditor Agreement and any Customary Intercreditor Agreement, as applicable, to such release have been met and that it is permitted for the Trustee or Notes Collateral Agent to execute and deliver the documents requested by an Issuer in connection with such release and any necessary or file or authorize the filing proper instruments of such termination, partial satisfaction or release statementsprepared by the Issuers, mortgage the Trustee and the Notes Collateral Agent shall execute, deliver or acknowledge (at the Issuers’ expense) such instruments or releases or other instruments evidencing to evidence the release of a Lien, and do such other things as are necessary to release Liens any Collateral permitted to be released pursuant to this Section 9.9 promptly upon Indenture or the effectiveness Security Documents or the Equal Priority Intercreditor Agreement, Junior Priority Intercreditor Agreement or Customary Intercreditor Agreement, as applicable and shall do or cause to be done (at the Issuers’ expense) all acts reasonably requested of them to release such Lien as soon as is reasonably practicable. Neither the Trustee nor the Notes Collateral Agent shall be liable for any such release. Upon request by release undertaken in reliance upon any such Officer’s Certificate and Opinion of Counsel, and notwithstanding any term hereof or in any Security Document or in the Administrative Agent at Equal Priority Intercreditor Agreement, any timeJunior Priority Intercreditor Agreement and any Customary Intercreditor Agreement, as applicable to the contrary, the Lenders, the Swingline Lender, Trustee and the Issuing Bank will confirm in writing the Administrative Agent’s authority to release particular types or items of Notes Collateral pursuant to this Section 9.9.
(c) The Administrative Agent shall not be responsible for or have a duty under any obligation to ascertain or inquire into release any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s such Lien thereonand security interest, or execute and deliver any certificate prepared by any Loan Party in connection therewithsuch instrument of release, nor shall the Administrative Agent be responsible satisfaction or liable to any Secured Party for any failure to monitor or maintain any portion termination, unless and until it receives such Officer’s Certificate and Opinion of the CollateralCounsel.
Appears in 1 contract
Release of Collateral. (a) Each Lender Subject to clauses (including in its or any of its Affiliate’s capacities as a potential Hedge Bank or Cash Management Bank)b) and (c) below, the Swingline Lenderfirst priority liens on the Collateral will be automatically released with respect to the Notes and the Guarantees, and the Issuing Bank hereby irrevocably authorize Trustee and/or the Administrative AgentCollateral Agent (subject to its receipt of an Officer’s Certificate and Opinion of Counsel as provided below) shall execute documents evidencing such release reasonably requested by the Company, at is option the Company’s sole cost and discretionexpense, under one or more of the following circumstances:
(i) to release any Lien on any Collateral granted to or held by the Administrative Agent, for the benefit of the Secured Parties, under any Loan Document in whole upon:
(A) upon the termination of the Revolving Commitments and payment in full in cash of the principal of, together with accrued and unpaid interest on, and all Secured Obligations (other than (1) contingent indemnification obligations and (2) obligations and liabilities under Secured Cash Management Agreements or Secured Hedge Agreements as to which arrangements satisfactory to on the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the Issuing Bank shall have been made), Notes; or
(B) the satisfaction and discharge of this Indenture or following the completion of an Effective Discharge, in each case, as set forth under Article 3 hereof;
(ii) in part, as to any property that (a) is sold sold, transferred or otherwise disposed of (other than any lease or to be sold license) by the Company or otherwise disposed of as part of or in connection with any sale or a Guarantor (other disposition permitted under the Loan Documents to a Person that is not a Loan Party, (C) if approved, authorized or ratified in writing in accordance with Section 10.2, (D) than to the extent Company or a Guarantor) in a transaction permitted by this Indenture (including, as applicable, a Permitted Transfer) and the other Note Documents or (b) is owned or at any time acquired by a Guarantor that has been released from its Guarantee, concurrently with the release of such asset Guarantee;
(iii) in part, as to property that constitutes an less than all or substantially all of the Collateral, with the consent of the holders of at least a majority in aggregate principal amount of the Notes then outstanding;
(iv) in part, as to property that becomes Excluded Asset Assets (as defined in the Security Agreement); and
(v) in whole or in part as provided in Article 10 hereof.
(Eb) With respect to any release of Collateral, upon receipt of an Officer’s Certificate and an Opinion of Counsel each stating that all conditions precedent under this Indenture and the Collateral Documents, if the property subject any, to such Lien release have been complied with and that it is owned by a Guarantorproper for the Trustee or Collateral Agent, upon release of such Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant as applicable, to clause (iii) below;
(ii) to subordinate any Lien on any Collateral granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien permitted pursuant to Section 7.2(b); or
(iii) to release any Guarantor from its obligations under any Loan Documents if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted under the Loan Documents. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to this Section 9.9. In each case as specified in this Section 9.9, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party documents requested by the Company and the Guarantors in connection with such documents release, and any instruments of termination, satisfaction or release prepared by the Company, the Trustee or the Collateral Agent, as applicable, shall execute, deliver or acknowledge (at the Company’s sole expense) such Loan Party may reasonably request instruments or releases to evidence the release of such item of any Collateral from the assignment and security interest granted under the Security Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Subsidiary Guaranty Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.9. In the case of any such sale, transfer or disposal of any property constituting Collateral in a transaction constituting an Disposition permitted pursuant to Section 7.6 to a Person that is not a Loan Party, the Liens created by any of the Security Documents on such property shall be automatically released without need for further action by any Person.
(b) Each Lender, the Swingline Lender, and the Issuing Bank hereby directs the Administrative Agent, at the sole cost and expense of the Borrower, to execute and deliver or file or authorize the filing of such termination, partial release statements, mortgage releases or other instruments evidencing release of a Lien, and do such other things as are necessary to release Liens to be released pursuant to this Section 9.9 promptly upon Indenture or the effectiveness of Collateral Documents, without recourse, representation or warranty by the Trustee or the Collateral Agent. Neither the Trustee nor the Collateral Agent shall be liable for any such release. Upon request by release undertaken in reliance upon any such Officer’s Certificate and Opinion of Counsel, and notwithstanding any term hereof or in any Collateral Document to the Administrative Agent at any timecontrary, the Lenders, the Swingline Lender, Trustee and the Issuing Bank will confirm in writing the Administrative Agent’s authority Collateral Agent shall not be under any obligation to release particular types any such Lien and security interest, or items execute and deliver any such instrument of Collateral pursuant to this Section 9.9release, satisfaction or termination, unless and until it receives such Officer’s Certificate and Opinion of Counsel.
(c) The Administrative Agent shall not be responsible for At any time when a Default or have a duty to ascertain or inquire into any representation or warranty regarding Event of Default has occurred and is continuing and the existence, value or collectability maturity of the CollateralNotes has been accelerated (whether by declaration or otherwise), no release of Collateral pursuant to the existenceprovisions of this Indenture or the Collateral Documents shall be effective as against the Holders, priority or perfection of except as otherwise provided in the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to any Secured Party for any failure to monitor or maintain any portion of the CollateralCollateral Documents.
Appears in 1 contract
Sources: Indenture (fuboTV Inc. /FL)
Release of Collateral. (a) Each Lender (including Collateral may be released from the Lien and security interest created by the Security Documents to secure the Notes and obligations under this Indenture at any time or from time to time in its accordance with the provisions of the First Lien Intercreditor Agreement or any of its Affiliate’s capacities as a potential Hedge Bank provided hereby or Cash Management Bank), in the Swingline LenderSecurity Documents. The applicable assets included in the Collateral shall be automatically released from the Liens securing the Notes, and the Issuing Bank hereby irrevocably authorize applicable Subsidiary Pledgor shall be automatically released from its obligations under this Indenture and the Administrative AgentSecurity Documents, at is option and discretionunder any one or more of the following circumstances:
(i) to release any Lien on any Collateral granted to or held by the Administrative Agent, for the benefit of the Secured Parties, under any Loan Document (A) upon the termination of the Revolving Commitments and payment in full in cash of all Secured Obligations (other than (1) contingent indemnification obligations the release of Excess Proceeds and Collateral Excess Proceeds that remain unexpended after the conclusion of an Asset Sale Offer or a Collateral Asset Sale Offer conducted in accordance with this Indenture;
(2) obligations in respect of the property and liabilities under Secured Cash Management Agreements or Secured Hedge Agreements assets of a Subsidiary Pledgor, upon the consummation of any transaction permitted by this Indenture as a result of which such Subsidiary Pledgor ceases to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the Issuing Bank shall have been made), (B) that is sold be a Subsidiary or otherwise disposed of or ceases to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted under the Loan Documents to a Person that is not a Loan Party, (C) if approved, authorized or ratified in writing in accordance with Section 10.2, (D) to the extent such asset constitutes an Excluded Asset Pledgor (as defined in the Security Collateral Agreement) or (E) if the property subject to ), and such Lien is owned by a Guarantor, upon release of such Guarantor Subsidiary Pledgor shall be automatically released from its obligations hereunder and under the Security Documents, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to such Subsidiary Guaranty Agreement pursuant to clause (iii) belowPledgor;
(ii3) upon any sale or other transfer by the Issuer or any Subsidiary Pledgor of any Collateral that is permitted under this Indenture to any person that is not the Issuer or a Subsidiary Pledgor (including in connection with an event of loss), or upon the effectiveness of any written consent to the release of the security interest granted by the Collateral Agreement in any Collateral pursuant to this Indenture, the security interest in such Collateral shall be automatically released, all without delivery of any instrument or performance of any act by any party;
(4) as to all or any portion of any Collateral (including any Mortgaged Property), following the delivery of a Project Notice (as defined in the Credit Agreement) to subordinate the Credit Agreement Agent that is applicable to all or such portion of the Collateral and Mortgaged Property, in each case upon the release of the security interest securing the First Priority Lien Obligations in respect of the Secured Bank Indebtedness in such Collateral or Mortgaged Properties other than at any time that the Credit Agreement or such other Indebtedness or guarantee does not constitute a majority of the aggregate principal amount of First Priority Lien on Obligations outstanding at such time;
(5) to enable the Issuer, the Parent Guarantor or any Collateral granted Subsidiary Pledgor to or held by consummate the Administrative Agent under disposition (other than any Loan Document disposition to the holder Issuer or another Subsidiary Pledgor) of such property or assets to the extent not prohibited under Section 4.06, and to enable any Lien permitted pursuant to release described in Section 7.2(b); or7.15(e) of the Collateral Agreement;
(iii6) in respect of the property and assets of a Subsidiary Pledgor, upon the designation of such Subsidiary Pledgor to release any Guarantor be an Unrestricted Subsidiary in accordance with Section 4.04 and the definition of “Unrestricted Subsidiary”, and such Subsidiary Pledgor shall be automatically released from its obligations hereunder and under the Security Documents;
(7) in respect of the property and assets of a Subsidiary Pledgor, upon the release or discharge of the pledge granted by such Subsidiary Pledgor to secure the Obligations under the Credit Agreement or any Loan Documents if such Person ceases other Indebtedness or the guarantee of any other Indebtedness which resulted in the obligation to be become a Restricted Subsidiary Pledgor with respect to the Notes other than (x) in connection with a release or discharge by or as a result of payment in respect of the Credit Agreement or such other Indebtedness or guarantee or (y) at any time that the Credit Agreement or such other Indebtedness or guarantee does not constitute a transaction permitted majority of the aggregate principal amount of First Priority Lien Obligations outstanding at such time; and
(8) as described under Article IX. In addition, the security interests granted pursuant to the Security Documents securing the Notes Obligations shall automatically terminate and/or be released all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the applicable Pledgors (as defined in the Collateral Agreement), as of the date upon (i) all the Obligations under the Loan Notes and this Indenture (other than contingent or unliquidated obligations or liabilities not then due) have been paid in full in cash or immediately available funds; (ii) a legal defeasance or covenant defeasance or discharge under Article VIII, or (iii) the Holders of at least two thirds in aggregate principal amount of all Notes issued under this Indenture consent to the termination of the Security Documents. Upon request by the Administrative Agent at In connection with any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to termination or release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to this Section 9.9. In each case as specified in this Section 9.911.04(a), the Administrative Collateral Agent will, at the Borrower’s expense, shall execute and deliver to any Pledgor (as defined in the applicable Loan Party Collateral Agreement), at such Pledgor’s expense, all documents as that such Loan Party may Pledgor shall reasonably request to evidence such termination or release (including, without limitation, UCC termination statements), and will duly assign and transfer to such Pledgor, such of the Pledged Collateral (as defined in the Collateral Agreement) that may be in the possession of the Collateral Agent and has not theretofore been sold or otherwise applied or released pursuant to this Indenture or the Security Documents. Any execution and delivery of documents pursuant to this Section 11.04(a) shall be without recourse to or warranty by the Collateral Agent. In connection with any release pursuant to this Section 11.04(a), the Pledgors shall be permitted to take any action in connection therewith consistent with such release including, without limitation, the filing of UCC termination statements. Upon the receipt of an Officers’ Certificate from the Issuer, as described in Section 11.04(b) below, if applicable, and any necessary or proper instruments of termination, satisfaction or release prepared by the Issuer, the Collateral Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of such item of any Collateral from the assignment and security interest granted under the Security Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Subsidiary Guaranty Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.9. In the case of any such sale, transfer or disposal of any property constituting Collateral in a transaction constituting an Disposition permitted pursuant to Section 7.6 to a Person that is not a Loan Party, the Liens created by any of the Security Documents on such property shall be automatically released without need for further action by any Person.
(b) Each Lender, the Swingline Lender, and the Issuing Bank hereby directs the Administrative Agent, at the sole cost and expense of the Borrower, to execute and deliver or file or authorize the filing of such termination, partial release statements, mortgage releases or other instruments evidencing release of a Lien, and do such other things as are necessary to release Liens to be released pursuant to this Section 9.9 promptly upon Indenture or the effectiveness of Security Documents or the First Lien Intercreditor Agreement.
(b) Notwithstanding anything herein to the contrary, in connection with (x) any such release. Upon request by the Administrative Agent at any time, the Lenders, the Swingline Lender, and the Issuing Bank will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to Section 11.04(a)(1), (6), (7) or (8) above, such Collateral may not be released from the Lien and security interest created by the Security Documents and (y) any release of Collateral pursuant to Section 11.04(a)(2), (3), (4) and (5), the Collateral Agent shall not be required to execute, deliver or acknowledge any instruments of termination, satisfaction or release unless, in each case, an Officers’ Certificate and Opinion of Counsel certifying that all conditions precedent, including, without limitation, this Section 9.911.04, have been met and stating under which of the circumstances set forth in Section 11.04(a) above the Collateral is being released have been delivered to the Collateral Agent on or prior to the date of such release or, in the case of clause (y) above, the date on which the Collateral Agent executes any such instrument.
(c) The Administrative Agent Notwithstanding anything herein to the contrary, at any time when a Default or Event of Default has occurred and is continuing and the maturity of the Notes has been accelerated (whether by declaration or otherwise) and the Trustee has delivered a notice of acceleration to the Collateral Agent, no release of Collateral pursuant to the provisions of this Indenture or the Security Documents will be effective as against the holders, except as otherwise provided in the First Lien Intercreditor Agreement.
(d) To the extent necessary and for so long as required for such Subsidiary not to be subject to any requirement pursuant to Rule 3-16 of Regulation S-X under the Securities Act to file separate financial statements with the SEC (or any other governmental agency), the Capital Stock of any Subsidiary of the Company shall not be responsible for or have a duty included in the Collateral with respect to ascertain or inquire into any representation or warranty regarding the existencerespective Notes so affected and shall not be subject to the Liens securing such Notes and the Notes Obligations in accordance with and only to the extent provided in the Security Documents and Guaranty and Pledge Agreement.
(e) The Issuer must deliver an Officer’s Certificate to the Credit Agreement Agent and the Trustee within 30 calendar days following the end of each six-month period beginning on June 1 and December 1 of each year, value or collectability to the effect that all such releases and withdrawals during the preceding six-month period in the ordinary course of the Collateral, Issuer’s or the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared Subsidiary Pledgors’ business were not prohibited by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to any Secured Party for any failure to monitor or maintain any portion of the Collateralthis Indenture.
Appears in 1 contract
Release of Collateral. Each Lender hereby consents to the release and hereby directs the Administrative Agent to release (or, in the case of clause (b)(ii) below, release or subordinate) the following:
(a) Each Lender (including in any Borrower from its or any of its Affiliate’s capacities as a potential Hedge Bank or Cash Management Bank), the Swingline Lender, and the Issuing Bank hereby irrevocably authorize the Administrative Agent, at is option and discretion:
Obligations hereunder if (i) all of the Equity Interests of such Borrower are disposed of in a Transfer permitted under the Loan Documents (including pursuant to release a waiver or consent), provided, after giving effect to such Transfer, Borrowers have complied with the requirements of Section 7.10, or (ii) all of the assets of a Facility of such Borrower are disposed of in a Transfer permitted under the Loan Documents (including pursuant to a waiver or consent), provided, after giving effect to such Transfer, Borrowers have complied with the requirements of Section 8.4(e); and any Lien on any Collateral granted to or held by the Administrative Agent, Agent for the benefit of the Secured PartiesParties against (i) any Collateral that is disposed of by a Borrower in a Transfer permitted by the Loan Documents (including pursuant to a valid waiver or consent), under to the extent all Liens required to be granted in such Collateral pursuant to Section 7.10 after giving effect to such Transfer have been granted, (ii) any Loan Document property subject to a Lien permitted hereunder in reliance upon Section 8.2(c) or (d), (iii) all of the Collateral and all the Borrowers, upon (A) upon the termination of the Revolving Commitments payment and payment satisfaction in full in cash of all Secured Loans and all other Obligations that the Administrative Agent has been notified in writing are then due and payable, (other than (1B) deposit of cash collateral with respect to all contingent indemnification obligations Obligations, in amounts and (2) obligations on terms and liabilities under Secured Cash Management Agreements or Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) conditions and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements with parties satisfactory to the Administrative Agent and the Issuing Bank shall have been made), (B) each Indemnitee that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted under the Loan Documents to a Person that is not a Loan Party, owed such Obligations and (C) if approved, authorized or ratified in writing in accordance with Section 10.2, (D) to the extent such asset constitutes an Excluded Asset (as defined in the Security Agreement) or (E) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to clause (iii) below;
(ii) to subordinate any Lien on any Collateral granted to or held requested by the Administrative Agent under any Loan Document to the holder of any Lien permitted pursuant to Section 7.2(b); or
(iii) to release any Guarantor from its obligations under any Loan Documents if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted under the Loan Documents. Upon request Agent, receipt by the Administrative Agent at any time, Secured Parties of liability releases from the Required Lenders will confirm Borrowers each in writing form and substance acceptable to the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to this Section 9.9. In each case as specified in this Section 9.9, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Subsidiary Guaranty Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.9. In the case of any such sale, transfer or disposal of any property constituting Collateral in a transaction constituting an Disposition permitted pursuant to Section 7.6 to a Person that is not a Loan Party, the Liens created by any of the Security Documents on such property shall be automatically released without need for further action by any Person.
(b) Each Lender, the Swingline Lender, and the Issuing Bank Lender hereby directs the Administrative Agent, at and the sole cost and expense Administrative Agent hereby agrees, upon receipt of the reasonable advance notice from any Borrower, to execute and deliver or file or authorize the filing of such termination, partial release statements, mortgage releases or documents and to perform other instruments evidencing release of a Lien, and do such other things as are actions reasonably necessary to release the guaranties and Liens to be released pursuant to when and as directed in this Section 9.9 promptly upon the effectiveness of any such release. Upon request by the Administrative Agent at any time, the Lenders, the Swingline Lender, and the Issuing Bank will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.910.10.
(c) The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to any Secured Party for any failure to monitor or maintain any portion of the Collateral.
Appears in 1 contract
Sources: Credit Agreement (Emeritus Corp\wa\)
Release of Collateral. (a) Each Lender (including in its or any of its Affiliate’s capacities as a potential Hedge Bank or Cash Management Bank), the Swingline Lender, and the Issuing Bank hereby The Secured Parties irrevocably authorize the Administrative Agent, at is the Administrative Agent’s option and in its sole discretion:
(i) , to release any security interest in or Lien on any Collateral granted to or held by the Administrative Agent, for the benefit of the Secured Parties, under any Loan Document : (Ai) upon termination of this Credit Agreement and the other Loan Documents, and/or termination of the Revolving Commitments and all Letters of Credit and payment in full in cash of all Secured of the Obligations (other than (1) contingent indemnification obligations and (2) obligations and liabilities under Secured Cash Management Agreements or Secured Hedge Agreements as to for which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the Issuing Bank shall have no claim has not yet been made), (B) including all fees and indemnified costs and expenses that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted under the Loan Documents to a Person that is not a Loan Party, (C) if approved, authorized or ratified in writing in accordance with Section 10.2, (D) to the extent such asset constitutes an Excluded Asset (as defined in the Security Agreement) or (E) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under the Subsidiary Guaranty Agreement are then due and payable pursuant to clause (iii) below;
(ii) to subordinate any Lien on any Collateral granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien permitted pursuant to Section 7.2(b); or
(iii) to release any Guarantor from its obligations under any Loan Documents if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted under the Loan Documents. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to this Section 9.9. In each case as specified in this Section 9.9, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Subsidiary Guaranty Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.9. In the case of any such sale, transfer or disposal of any property constituting Collateral in a transaction constituting an Disposition permitted Documents; (ii) pursuant to any express provision of this Credit Agreement; and (iii) if approved by the Required Lenders or the Lenders, as applicable, pursuant to the terms of Section 7.6 to a Person that is not a Loan Party, the Liens created by any of the Security Documents on such property shall be automatically released without need for further action by any Person12.
(b) Each Lender, 1. Upon the Swingline Lender, and the Issuing Bank hereby directs request of the Administrative Agent, at the sole cost and expense of the Borrower, to execute and deliver or file or authorize the filing of such termination, partial release statements, mortgage releases or other instruments evidencing release of a Lien, and do such other things as are necessary to release Liens to be released pursuant to this Section 9.9 promptly upon the effectiveness of any such release. Upon request by the Administrative Agent at any time, the Lenders, the Swingline Lender, and the Issuing Bank will Lenders shall confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.9.
(c) The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence11.1(b). In each case as specified in this Section 11.1(b), value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible will (and each Lender irrevocably authorizes the applicable Administrative Agent to), at the Borrower’s expense, execute and deliver to the applicable Borrower such documents as such Borrower may reasonably request to evidence the release or liable subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to any Secured Party for any failure to monitor or maintain any portion evidence the release of such Borrower from its obligations under the guaranty, in each case in accordance with the terms of the Collateral.Loan Documents and this Section 11.1(b). 109 US-DOCS\106247413.1
Appears in 1 contract
Release of Collateral. (a) Each Lender (including in its or any of its Affiliate’s capacities as a potential Hedge Bank or Cash Management Bank), the Swingline Lender, and the Issuing Bank hereby The Lenders irrevocably authorize the Administrative Agent and the Collateral Agent, at is the Collateral Agent’s option and in its discretion:
(i) , but subject to the following, to release any security interest in or Lien on any Collateral granted to or held by the Administrative Agent, for the benefit of the Secured Parties, under any Loan Document Collateral Agent (Ai) upon the termination of the Revolving Commitments and all Letters of Credit, and payment in full in cash of all Secured Obligations (other than (1) contingent indemnification obligations and (2) obligations and liabilities under Secured Cash Management Agreements or Secured Hedge Agreements as to which arrangements satisfactory Inchoate Indemnity Obligations, provided the Borrower certifies to the applicable Cash Management Bank or Hedge Bank shall have been made) Collateral Agent that the Borrower is not aware of any such obligation that is reasonably expected to become fixed in the foreseeable future), including all fees and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory indemnified costs and expenses that are payable pursuant to the Administrative Agent and terms of the Issuing Bank shall have been made)Credit Documents, (Bii) that is if such Collateral constitutes property sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted under the Loan Documents to a Person that is not a Loan Party, (C) if approved, authorized or ratified in writing in accordance with Section 10.2, (D) pursuant to the extent such asset constitutes an Excluded Asset (as defined in the Security terms of this Credit Agreement) or (E) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to clause (iii) below;
(ii) to subordinate any Lien on any Collateral granted to or held by the Administrative Agent under any Loan Document constituting property leased to the holder of Borrower or any Lien permitted pursuant to Section 7.2(b); or
(iii) to release any Guarantor from its obligations Subsidiary under any Loan Documents if such Person ceases to be a Restricted Subsidiary as a result of lease that has expired or that has been terminated in a transaction permitted under this Agreement, or that is about to expire and that has not been, and that is not intended by the Loan Documents. Upon request Borrower or such Subsidiary to be, renewed or extended, (iv) consisting of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness evidenced thereby has been paid in full, and (v) if approved by the Required Lenders or Lenders, as applicable, pursuant to the terms of Section 13.01, and in each case the Administrative Agent at any timeshall instruct the Collateral Agent to release such security interest or Lien upon the written request of the Borrower, provided a similar instruction is provided by the Senior Noteholders pursuant to the Senior Creditor Intercreditor Agreement. Upon the request of the Collateral Agent, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to this Section 9.9. In each case as specified in this Section 9.9, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Subsidiary Guaranty Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.9. In the case of any such sale, transfer or disposal of any property constituting Collateral in a transaction constituting an Disposition permitted pursuant to Section 7.6 to a Person that is not a Loan Party, the Liens created by any of the Security Documents on such property shall be automatically released without need for further action by any Person.
(b) Each Lender, the Swingline Lender, and the Issuing Bank hereby directs the Administrative Agent, at the sole cost and expense of the Borrower, to execute and deliver or file or authorize the filing of such termination, partial release statements, mortgage releases or other instruments evidencing release of a Lien, and do such other things as are necessary to release Liens to be released pursuant to this Section 9.9 promptly upon the effectiveness of any such release. Upon request by the Administrative Agent at any time, the Lenders, the Swingline Lender, and the Issuing Bank will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.912.13(b).
(c) The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to any Secured Party for any failure to monitor or maintain any portion of the Collateral.
Appears in 1 contract
Release of Collateral. The Administrative Agent shall (a) Each Lender (including in its or any of its Affiliate’s capacities as a potential Hedge Bank or Cash Management Bank), the Swingline Lender, and the Issuing Bank hereby irrevocably authorize the Administrative Agent, at is option and discretion:
(i) to release any Lien on any Collateral granted to or held by the Administrative Agent, for the benefit of the Secured Parties, under any Loan Document (A) upon the termination of the Revolving Commitments and payment in full in cash of all Secured Obligations (other than (1) contingent indemnification obligations and (2) obligations and liabilities under Secured Cash Management Agreements or Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the Issuing Bank shall have been made), (B) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale removal of Removed Receivables from the Collateral, release the portion of the Collateral constituting or securing the Removed Receivables from the Lien created by this Agreement upon receipt of an Officer’s Certificate of the Administrator certifying: (i) that the Outstanding Receivables Balance plus Finance Charges thereon (or such other amount required in connection with the disposition of such Removed Receivables as provided by the Transaction Documents) with respect thereto has been deposited into the Collection Account, and (ii) that such release is authorized and permitted under the Loan Documents to a Person that is not a Loan PartyTransaction Documents, (Cb) if approvedin connection with the redemption in full of the Loans, authorized or ratified in writing in accordance release the Collateral from the Lien created by this Agreement upon receipt of an Officer’s Certificate of the Administrator certifying (i) that the Redemption Price with Section 10.2respect to all of the Loans and all other amounts due and owing on the Redemption Date have been deposited into the Waterfall Account, (D) to the extent such asset constitutes an Excluded Asset (as defined in the Security Agreement) or (E) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to clause (iii) below;
and (ii) to subordinate any Lien on any Collateral granted to or held by that such release is authorized and permitted under the Transaction Documents, and the Administrative Agent under any Loan Document to shall verify that the holder of any Lien permitted pursuant to Section 7.2(b); or
dollar amount described in such Officer’s Certificate has been deposited into the Waterfall Account, and (iiic) to on or after the Facility Termination Date, release any Guarantor from its obligations under any Loan Documents if such Person ceases to be a Restricted Subsidiary as a result remaining portion of a transaction permitted under the Loan Documents. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to this Section 9.9. In each case as specified in this Section 9.9, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment Lien created by this Agreement and security interest granted under the Security Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Subsidiary Guaranty Agreement, in each case deposit in accordance with the terms Collection Account any funds then on deposit in any other Trust Account upon receipt of a Borrower Order or and Administrator Order accompanied by an Officer’s Certificate of the Loan Documents and this Section 9.9. In the case of any Administrator certifying that all conditions precedent relating to such sale, transfer or disposal of any property constituting Collateral in a transaction constituting an Disposition permitted pursuant to Section 7.6 to a Person that is not a Loan Party, the Liens created by any of the Security Documents on such property shall be automatically released without need for further action by any Personrelease have been complied with.
(b) Each Lender, the Swingline Lender, and the Issuing Bank hereby directs the Administrative Agent, at the sole cost and expense of the Borrower, to execute and deliver or file or authorize the filing of such termination, partial release statements, mortgage releases or other instruments evidencing release of a Lien, and do such other things as are necessary to release Liens to be released pursuant to this Section 9.9 promptly upon the effectiveness of any such release. Upon request by the Administrative Agent at any time, the Lenders, the Swingline Lender, and the Issuing Bank will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.9.
(c) The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to any Secured Party for any failure to monitor or maintain any portion of the Collateral.
Appears in 1 contract
Sources: Receivables Loan and Security Agreement (Oportun Financial Corp)
Release of Collateral. (a) Each Lender (including in its or any of its Affiliate’s capacities as a potential Hedge Bank or Cash Management Bank), the Swingline Lender, and the Issuing Bank hereby The Lenders irrevocably authorize the Administrative Agent, at is option Agents (and discretion:the Agents agree):
(ia) to release any Lien on any Collateral property granted to or held by the Collateral Agent or the Administrative Agent, for the benefit of the Secured Parties, Agent under any Loan Document (Av) in the event of the Foreign Subsidiary Reorganization (as defined below) to the extent that, after giving effect to such reorganization, would be excluded from the Collateral pursuant to the Loan Documents so long as any new property or assets that would be included in the Collateral pursuant to the Loan Documents is pledged substantially concurrently with such release, (w) upon the termination of Termination Date (and, concurrently therewith, to release all the Revolving Commitments and payment in full in cash of all Secured Obligations Loan Parties from their obligations under the Loan Documents (other than (1) contingent indemnification obligations and (2) obligations and liabilities under Secured Cash Management Agreements or Secured Hedge Agreements as to which arrangements satisfactory to those that specifically survive the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the Issuing Bank shall have been madeTermination Date)), (Bx) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale permitted hereunder or under any other disposition permitted under the Loan Documents Document to a any Person that is not other than a Loan Party, (Cy) subject to Section 9.08, if approved, authorized or ratified in writing in accordance with Section 10.2by the Required Lenders, (D) to the extent such asset constitutes an Excluded Asset (as defined in the Security Agreement) or (Ez) if the property subject to such Lien is owned by a Guarantor, Subsidiary Guarantor upon release of such Guarantor from its obligations under the Subsidiary its Guaranty Agreement pursuant to clause (iiic) below;
(iib) at the request of the Parent Borrower, to subordinate any Lien on any Collateral property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted pursuant to Section 7.2(bby clauses (f), (i) and (u) of the definition of Permitted Liens; orand
(iiic) to release any Subsidiary Guarantor from its obligations under any Loan Documents Document to which it is a party if such Person ceases to be a Restricted Subsidiary as a result of a transaction or designation permitted under hereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of the Loan DocumentsNew Senior Notes, any Junior Financing and any Refinancing Indebtedness in respect thereof unless and until such Guarantor is (or is being simultaneously) released from its guarantee with respect to the New Senior Notes, such Junior Financing and any Refinancing Indebtedness in respect thereof. Upon request by the Administrative any Agent at any time, the Required Lenders will confirm in writing the Administrative such Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty Agreement Loan Documents pursuant to this Section 9.99.18. In each case as specified in this Section 9.99.18, the Administrative relevant Agent will, at the Parent Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Documents or to subordinate its interest in such itemLoan Documents, or to release such Guarantor Loan Party from its obligations under the Subsidiary Guaranty AgreementLoan Documents, in each case case, in accordance with the terms of the Loan Documents and this Section 9.9. In the case of any such sale, transfer or disposal of any property constituting Collateral in a transaction constituting an Disposition permitted pursuant to Section 7.6 to a Person that is not a Loan Party, the Liens created by any of the Security Documents on such property shall be automatically released without need for further action by any Person9.18.
(b) Each Lender, the Swingline Lender, and the Issuing Bank hereby directs the Administrative Agent, at the sole cost and expense of the Borrower, to execute and deliver or file or authorize the filing of such termination, partial release statements, mortgage releases or other instruments evidencing release of a Lien, and do such other things as are necessary to release Liens to be released pursuant to this Section 9.9 promptly upon the effectiveness of any such release. Upon request by the Administrative Agent at any time, the Lenders, the Swingline Lender, and the Issuing Bank will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.9.
(c) The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to any Secured Party for any failure to monitor or maintain any portion of the Collateral.
Appears in 1 contract
Sources: Credit Agreement (VWR Funding, Inc.)
Release of Collateral. (a) Each Lender (including in its or any of its Affiliate’s capacities as a potential Hedge Bank or Cash Management Bank), the Swingline Lender, and the Issuing Bank hereby The Lenders irrevocably authorize the Administrative Agent, at is option Agent (and discretion:the Administrative Agent agrees):
(ia) to release any Lien on any Collateral granted to or held by the Administrative Agent, for the benefit of the Secured Parties, under any Loan Document (A) upon the termination of the Revolving Commitments and payment in full in cash of all Secured Obligations (other than (1) contingent indemnification obligations and (2) obligations and liabilities under Secured Cash Management Agreements or Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the Issuing Bank shall have been made), (B) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted under the Loan Documents to a Person that is not a Loan Party, (C) if approved, authorized or ratified in writing in accordance with Section 10.2, (D) to the extent such asset constitutes an Excluded Asset (as defined in the Security Agreement) or (E) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to clause (iii) below;
(ii) to subordinate any Lien on any Collateral granted to or held by the Administrative Agent under any Loan Document (w) upon the Termination Date (and, concurrently therewith, to release all the Loan Parties from their obligations under the Loan Documents (other than those that specifically survive the Termination Date)), (x) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document to any Person other than a Loan Party, (y) subject to Section 9.08, if approved, authorized or ratified in writing by the Required Lenders, or (z) owned by a Subsidiary Guarantor upon release of such Guarantor from its obligations under its guaranty pursuant to clause (c) below;
(b) at the request of the Borrowers, to subordinate any Lien on any property granted to or held by any Agent under any Loan Document to the holder of any Lien on such property that is permitted pursuant by clauses (f), (h), (i), (r) (to the extent related to any Lien permitted by clause (f), (h) or (i) of the definition of Permitted Liens), (t), (cc) and (ee) of the definition of Permitted Liens or any other Lien that is expressly permitted by Section 7.2(b6.02 to be senior to the Lien securing the Obligations or to release, and to execute and/or deliver documents to evidence the release or non-existence of, any Lien securing the Obligations upon any Excluded Property (as defined in the Guarantee and Collateral Agreement); orand
(iiic) to release any Subsidiary Guarantor from its obligations under any Loan Documents Document to which it is a party if such Person ceases to be a Restricted Subsidiary as a result of a transaction or designation permitted under the Loan Documentshereunder. Upon request by the Administrative any Agent at any time, the Required Lenders will confirm in writing the Administrative such Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty Agreement Loan Documents pursuant to this Section 9.99.18. In each case as specified in this Section 9.99.18, the Administrative relevant Agent will, at the Borrower’s Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request (including any UCC-3 termination statements) to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Documents or to subordinate its interest in such itemLoan Documents, or to release such Guarantor Loan Party from its obligations under the Subsidiary Guaranty AgreementLoan Documents, in each case case, in accordance with the terms of the Loan Documents and this Section 9.9. In the case of any such sale, transfer or disposal of any property constituting Collateral in a transaction constituting an Disposition permitted pursuant to Section 7.6 to a Person that is not a Loan Party, the Liens created by any of the Security Documents on such property shall be automatically released without need for further action by any Person9.18.
(b) Each Lender, the Swingline Lender, and the Issuing Bank hereby directs the Administrative Agent, at the sole cost and expense of the Borrower, to execute and deliver or file or authorize the filing of such termination, partial release statements, mortgage releases or other instruments evidencing release of a Lien, and do such other things as are necessary to release Liens to be released pursuant to this Section 9.9 promptly upon the effectiveness of any such release. Upon request by the Administrative Agent at any time, the Lenders, the Swingline Lender, and the Issuing Bank will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.9.
(c) The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to any Secured Party for any failure to monitor or maintain any portion of the Collateral.
Appears in 1 contract
Sources: Revolving Loan Credit Agreement (ConvergeOne Holdings, Inc.)
Release of Collateral. (a) Each Lender (including in its or any of its Affiliate’s capacities as a potential Hedge Bank or Cash Management Bank), the Swingline Lender, and the Issuing Bank hereby irrevocably authorize the Administrative Agent, at is option and discretion:
(i) to release any Lien on any Collateral granted to or held by the Administrative Agent, for the benefit of the Secured Parties, under any Loan Document (A) upon the termination of the Revolving Commitments and payment in full in cash of all Secured Obligations (other than (1) contingent indemnification obligations and (2) obligations and liabilities under Secured Cash Management Agreements or Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been madeAgreements) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the applicable Issuing Bank Banks shall have been made), (B) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted under the Loan Documents to a Person that is not a Loan Party, (C) if approved, authorized or ratified in writing in accordance with Section 10.2, (D) to the extent such asset constitutes an Excluded Asset (as defined in the Security Agreement) Property or (E) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to clause (iii) below;
(ii) to subordinate any Lien on any Collateral granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien permitted pursuant to Section 7.2(b); or
(iii) to release any Guarantor from its obligations under any Loan Documents if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted under the Loan Documents; provided that notwithstanding the foregoing or anything in this Agreement to the contrary, no Guarantor shall be released from its Guarantee obligations under the Loan Documents unless and until the following conditions are satisfied: (1) no Default or Event of Default shall have occurred and be continuing, (2) the primary purpose of the transaction resulting in such Person ceasing to be a Subsidiary must be for a bona fide business purpose in a transaction on an arm’s length basis with an unaffiliated third party, and not to evade or otherwise cause the release of the obligations under the Guaranty Agreement, (3) at the time of such release (after giving effect thereto), all outstanding Indebtedness of, and Investments in, such Guarantor would then be permitted to be made under and in accordance with Section 7.1 and Section 7.4, as applicable, (without relying on capacity provided for in Section 7.4(d)) and (4) such Subsidiary shall not be (or shall be simultaneously released as) a guarantor of any other Indebtedness for borrowed money. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to this Section 9.9. In each case as specified in this Section 9.9, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Subsidiary Guaranty Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.9; provided, that, the Administrative Agent may condition such documents on receipt of a certificate of a Responsible Officer of the Borrower certifying that the transactions related to such release or subordination are permitted under the Loan Documents (including with respect to applicable release and/or subordination conditions). All such documents shall be without recourse to, or representation and warranty by, the Administrative Agent. In the case of any such sale, transfer or disposal of any property constituting Collateral in a transaction constituting an a Disposition permitted pursuant to Section 7.6 to a Person that is not a Loan Party, the Liens created by any of the Security Documents on such property shall be automatically released without need for further action by any Person.
(b) Each Lender, the Swingline Lender, and the Issuing Bank hereby directs the Administrative Agent, at the sole cost and expense of the Borrower, to execute and deliver or file or authorize the filing of such termination, partial release statements, mortgage releases or other instruments evidencing release of a Lien, and do such other things as are necessary to release Liens to be released pursuant to this Section 9.9 promptly upon the effectiveness of any such release. Upon request by the Administrative Agent at any time, the Lenders, the Swingline LenderLenders, and the Issuing Bank Banks will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.9.
(c) The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to any Secured Party for any failure to monitor or maintain any portion of the Collateral.
Appears in 1 contract
Sources: Credit Agreement (E.W. SCRIPPS Co)
Release of Collateral. (a) Each Lender (including in its or any of its Affiliate’s capacities as a potential Hedge Bank or Cash Management Bank), the Swingline Lender, and the Issuing Bank hereby The Lenders irrevocably authorize the Administrative Agent, at is option Agents (and discretion:the Agents agree):
(i) to release any Lien on any Collateral property granted to or held by the Collateral Agent or the Administrative Agent, for the benefit of the Secured Parties, Agent under any Loan Document (Aw) upon the termination of Termination Date (and, concurrently therewith, to release all the Revolving Commitments and payment in full in cash of all Secured Obligations Loan Parties from their obligations under the Loan Documents (other than (1) contingent indemnification obligations and (2) obligations and liabilities under Secured Cash Management Agreements or Secured Hedge Agreements as to which arrangements satisfactory to those that specifically survive the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the Issuing Bank shall have been madeTermination Date)), (Bx) that is sold (or otherwise disposed of of) or to be sold (or otherwise disposed of of) as part of or in connection with any sale or other disposition permitted hereunder or under the any other Loan Documents Document to a any Person that is not other than a Loan Party (it being understood that the Lien on the assets of any transferee Loan Party shall only secure such Loan Party’s Obligations), (Cy) subject to Section 9.08, if approved, authorized or ratified in writing in accordance with Section 10.2by the Required Lenders, (D) to the extent such asset constitutes an Excluded Asset (as defined in the Security Agreement) or (Ez) if the property subject to such Lien is owned by a Guarantor, Subsidiary Guarantor upon release of such Guarantor from its obligations under the Subsidiary Guaranty its Guarantee and Collateral Agreement pursuant to clause (iii) below;
(ii) at the request of the Borrower, to subordinate any Lien on any Collateral 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 pursuant to Section 7.2(bby paragraphs (a); or, (d), (e), (f), (h), (i), (l), (p), (q), (r), (s), (t), (w), (y), (z) and (dd) of the definition of Permitted Liens;
(iii) to release any Subsidiary Guarantor from its obligations under any Loan Documents Document to which it is a party if such Person ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary as a result of a transaction or designation permitted hereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of any Junior Lien Financing, any Permitted First Priority Incremental Equivalent Debt, any Permitted First Priority Refinancing Debt, any Permitted Unsecured Refinancing Debt, any Subordinated Financing or any -161- WEIL:\96480003\20\34471.0013 Refinancing Indebtedness in respect of any of the foregoing Indebtedness which, in each case, constitutes Material Indebtedness unless and until such Guarantor is (or is being simultaneously) released from its guarantee with respect to the applicable Indebtedness described above; provided, further, that the release of any Subsidiary Guarantor from its obligations under the Loan Documents. Guarantee and Collateral Agreement if such Subsidiary Guarantor becomes an Excluded Subsidiary of the type described in paragraph (ii) of the definition thereof shall only be permitted if at the time such Subsidiary Guarantor becomes an Excluded Subsidiary of such type (1) no Event of Default exists or would occur as a result thereof, (2) after giving pro forma effect to such release and the consummation of the transaction that causes such Person to be an Excluded Subsidiary of such type, the Borrower is deemed to have made a new Investment in such Person for purposes of Section 6.03 (as if such Person were then newly acquired) in an amount equal to the portion of the fair market value of the net assets of such Person attributable to the Borrower’s Capital Stock therein as reasonably estimated by the Borrower and such Investment is permitted pursuant to Section 6.03 at such time and (3) a Responsible Officer of the Borrower certifies to the Administrative Agent compliance with preceding clauses (1) and (2)); and
(iv) to enter into (x) each Intercreditor Agreement described in the definition thereof and (y) the intercreditor arrangements contemplated by the definitions of “Receivable Facility” and Sections 2.26 and 2.27.
(b) Upon request by the Administrative any Agent at any time, the Required Lenders will confirm in writing the Administrative such Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty Agreement Loan Documents or enter into intercreditor agreements, in each case pursuant to this Section 9.99.17. In each case as specified in this Section 9.99.17, the Administrative relevant 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 or subordination of such item of Collateral from the assignment and security interest granted under the Security Documents or to subordinate its interest in such itemLoan Documents, or to release such Guarantor Loan Party from its obligations under the Subsidiary Guaranty AgreementLoan Documents, in each case case, in accordance with the terms of the Loan Documents or to enter into intercreditor arrangements, in each case, and this Section 9.9. In the case of any such sale, transfer or disposal of any property constituting Collateral in a transaction constituting an Disposition permitted pursuant to Section 7.6 to a Person that is not a Loan Party, the Liens created by any of the Security Documents on such property shall be automatically released without need for further action by any Person9.17.
(b) Each Lender, the Swingline Lender, and the Issuing Bank hereby directs the Administrative Agent, at the sole cost and expense of the Borrower, to execute and deliver or file or authorize the filing of such termination, partial release statements, mortgage releases or other instruments evidencing release of a Lien, and do such other things as are necessary to release Liens to be released pursuant to this Section 9.9 promptly upon the effectiveness of any such release. Upon request by the Administrative Agent at any time, the Lenders, the Swingline Lender, and the Issuing Bank will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.9.
(c) The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to any Secured Party for any failure to monitor or maintain any portion of the Collateral.
Appears in 1 contract
Release of Collateral. (ai) Each Lender (including in its or any of its Affiliate’s capacities as a potential Hedge Bank or Cash Management Bank), the Swingline Lender, and the Issuing Bank The U.S. Lenders hereby irrevocably authorize the Administrative Agent(and by entering into a Bank Product Agreement, at is option and discretion:
(ieach U.S. Bank Product Provider shall be deemed to authorize) U.S. Agent to release any Lien on any U.S. Collateral granted to or held by the Administrative Agent, for the benefit of the Secured Parties, under any Loan Document (Ai) upon the termination of the Revolving Commitments of U.S. Lenders and payment and satisfaction in full in cash by U.S. Borrowers of all Secured Obligations of the U.S. Obligations, (other than ii) constituting property being sold or disposed of if a release is required or desirable in connection therewith and if U.S. Borrowers certify to U.S. Agent that the sale or disposition is permitted under Section 6.4 (1) contingent indemnification obligations and (2) obligations and liabilities under Secured Cash Management Agreements or Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative U.S. Agent and the Issuing Bank shall have been mademay rely conclusively on any such certificate, without further inquiry), (Biii) constituting property in which Parent and its Subsidiaries owned no interest at the time U.S. Agent’s Lien was granted nor at any time thereafter, or (iv) constituting property leased to Parent or its Subsidiaries under a lease that has expired or is sold terminated in a transaction permitted under this Agreement. The U.S. Borrowers, the U.S. Guarantors and the U.S. Lenders hereby irrevocably authorize (and by entering into a Bank Product Agreement, each U.S. Bank Product Provider shall be deemed to authorize) U.S. Agent, based upon the instruction of the Required U.S. Lenders, to (a) consent to, credit bid or otherwise disposed purchase (either directly or through one or more acquisition vehicles) all or any portion of the U.S. Collateral at any sale thereof conducted under the provisions of the Bankruptcy Code, including under Section 363 of the Bankruptcy Code, (b) credit bid or to be sold purchase (either directly or otherwise disposed through one or more acquisition vehicles) all or any portion of as part of or in connection with the U.S. Collateral at any sale or other disposition permitted thereof conducted under the Loan Documents provisions of the Code, including pursuant to a Person that is not a Loan PartySections 9-610 or 9-620 of the Code, or (Cc) if approved, authorized credit bid or ratified in writing purchase (either directly or through one or more acquisition vehicles) all or any portion of the U.S. Collateral at any other sale or foreclosure conducted by U.S. Agent (whether by judicial action or otherwise) in accordance with Section 10.2applicable law. In connection with any such credit bid or purchase, (D) the U.S. Obligations owed to the extent U.S. Lenders and the U.S. Bank Product Providers shall be entitled to be, and shall be, credit bid on a ratable basis (with U.S. Obligations with respect to contingent or unliquidated claims being estimated for such asset constitutes an Excluded Asset (as defined purpose if the fixing or liquidation thereof would not unduly delay the ability of U.S. Agent to credit bid or purchase at such sale or other disposition of the U.S. Collateral and, if such claims cannot be estimated without unduly delaying the ability of U.S. Agent to credit bid, then such claims shall be disregarded, not credit bid, and not entitled to any interest in the Security Agreementasset or assets purchased by means of such credit bid) and the U.S. Lenders and the U.S. Bank Product Providers whose U.S. Obligations are credit bid shall be entitled to receive interests (ratably based upon the proportion of their U.S. Obligations credit bid in relation to the aggregate amount of U.S. Obligations so credit bid) in the asset or assets so purchased (E) if or in the property subject Stock of the acquisition vehicle or vehicles that are used to consummate such Lien is owned by purchase). Except as provided above, U.S. Agent will not execute and deliver a Guarantor, upon release of such Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to clause (iii) below;
(ii) to subordinate any Lien on any U.S. Collateral granted to or held by without the Administrative Agent under any Loan Document to the holder prior written authorization of any Lien permitted pursuant to Section 7.2(b); or
(iiiy) to release any Guarantor from its obligations under any Loan Documents if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted under the Loan Documents. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to this Section 9.9. In each case as specified in this Section 9.9, 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 is of such item of Collateral from the assignment and security interest granted under the Security Documents all or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Subsidiary Guaranty Agreement, in each case in accordance with the terms substantially all of the Loan Documents and this Section 9.9. In the case of any such saleU.S. Collateral, transfer or disposal of any property constituting Collateral in a transaction constituting an Disposition permitted pursuant to Section 7.6 to a Person that is not a Loan Party, the Liens created by any all of the Security Documents on such property shall be automatically released U.S. Lenders (without need for further action by any Person.
(b) Each Lender, the Swingline Lender, and the Issuing Bank hereby directs the Administrative Agent, at the sole cost and expense of the Borrower, to execute and deliver or file or authorize the filing of such termination, partial release statements, mortgage releases or other instruments evidencing release of a Lien, and do such other things as are necessary to release Liens to be released pursuant to this Section 9.9 promptly upon the effectiveness of any such release. Upon request by the Administrative Agent at any time, the Lenders, the Swingline Lender, and the Issuing Bank will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.9.
(c) The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to any Secured Party for any failure to monitor or maintain any portion of the Collateral.requiring the
Appears in 1 contract
Sources: Credit Agreement (Seitel Inc)
Release of Collateral. (a) Each Lender (including in its or any of its Affiliate’s capacities as a potential Hedge Bank or Cash Management Bank), the Swingline Lender, and the Issuing Bank hereby The Lenders irrevocably authorize the Administrative Agent, at is option Agent (and discretion:the Administrative Agent agrees):
(ia) to release any Lien on any Collateral property granted to or held by the Administrative Agent, for the benefit of the Secured Parties, Agent under any Loan Document (Aw) upon the termination of Termination Date (and, concurrently therewith, to release all the Revolving Commitments and payment in full in cash of all Secured Obligations Loan Parties from their obligations under the Loan Documents (other than (1) contingent indemnification obligations and (2) obligations and liabilities under Secured Cash Management Agreements or Secured Hedge Agreements as to which arrangements satisfactory to those that specifically survive the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the Issuing Bank shall have been madeTermination Date)), (Bx) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale permitted hereunder or under any other disposition permitted under the Loan Documents Document to a any Person that is not other than a Loan Party, (Cy) subject to Section 9.08, if approved, authorized or ratified in writing in accordance with Section 10.2by the Required Lenders, (D) to the extent such asset constitutes an Excluded Asset (as defined in the Security Agreement) or (Ez) if the property subject to such Lien is owned by a Guarantor, Subsidiary Guarantor upon release of such Guarantor from its obligations under the Subsidiary Guaranty Agreement its guaranty pursuant to clause (iiic) below;
(iib) at the request of the Borrower, to subordinate any Lien on any Collateral property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted pursuant to Section 7.2(bby clauses (f), (h) and (t) of the definition of Permitted Liens; orand
(iiic) to release any Subsidiary Guarantor from its obligations under any Loan Documents Document to which it is a party if such Person ceases to be a Restricted Subsidiary as a result of a transaction or designation permitted under hereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of the Loan DocumentsSenior Notes, any Junior Financing and any Refinancing Indebtedness in respect thereof unless and until such Guarantor is (or is being simultaneously) released from its guarantee with respect to the Senior Notes, such Junior Financing and any Refinancing Indebtedness in respect thereof. Upon request by the Administrative any Agent at any time, the Required Lenders will confirm in writing the Administrative such Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty Agreement Loan Documents pursuant to this Section 9.99.18. In each case as specified in this Section 9.99.18, the Administrative relevant Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Documents or to subordinate its interest in such itemLoan Documents, or to release such Guarantor Loan Party from its obligations under the Subsidiary Guaranty AgreementLoan Documents, in each case case, in accordance with the terms of the Loan Documents and this Section 9.9. In the case of any such sale, transfer or disposal of any property constituting Collateral in a transaction constituting an Disposition permitted pursuant to Section 7.6 to a Person that is not a Loan Party, the Liens created by any of the Security Documents on such property shall be automatically released without need for further action by any Person9.18.
(b) Each Lender, the Swingline Lender, and the Issuing Bank hereby directs the Administrative Agent, at the sole cost and expense of the Borrower, to execute and deliver or file or authorize the filing of such termination, partial release statements, mortgage releases or other instruments evidencing release of a Lien, and do such other things as are necessary to release Liens to be released pursuant to this Section 9.9 promptly upon the effectiveness of any such release. Upon request by the Administrative Agent at any time, the Lenders, the Swingline Lender, and the Issuing Bank will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.9.
(c) The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to any Secured Party for any failure to monitor or maintain any portion of the Collateral.
Appears in 1 contract
Release of Collateral. (ai) Each Lender (including in its or any of its Affiliate’s capacities as a potential Hedge Bank or Cash Management Bank), the Swingline Lender, Lenders and the Issuing Bank Banks hereby irrevocably authorize directs the Administrative Agent to release any Lien held by the Administrative Agent for the benefit of the Administrative Agent, the Lenders, the Issuing Banks and the other Holders:
(A) against all of the Collateral, upon final Payment In Full of the Obligations and termination of the Commitments and this Agreement;
(B) against any part of the Collateral sold or disposed of by any Borrower or any Borrower Subsidiary, if such sale or disposition is permitted by Section 3.06, 9.02 or 9.06 and certified to the Administrative Agent by such Borrower in an officer’s certificate (or permitted pursuant to a waiver or consent of a transaction otherwise prohibited by such Section) or, if not pursuant to such sale or disposition, against any part of the Collateral, if such release is consented to by Lenders whose aggregate Pro Rata Shares under all Credit Facilities, in the aggregate, are equal to 100%;
(C) against the Foreign Collateral if the Multicurrency Commitment has been terminated and permanently reduced to zero and the Multicurrency Obligations have been Paid in Full; and
(D) against Holding BV’s 65% pledge of the Capital Stock of NMH International securing the Obligations under Domestic Facility at is option and discretionany time that the following conditions are satisfied:
(i) to release any Lien on any Collateral granted to no Default or held by Event of Default is continuing at the Administrative Agent, for the benefit of the Secured Parties, under any Loan Document (A) upon the termination of the Revolving Commitments and payment in full in cash of all Secured Obligations (other than (1) contingent indemnification obligations and (2) obligations and liabilities under Secured Cash Management Agreements or Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the Issuing Bank shall have been made), (B) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted under the Loan Documents to a Person that is not a Loan Party, (C) if approved, authorized or ratified in writing in accordance with Section 10.2, (D) to the extent such asset constitutes an Excluded Asset (as defined in the Security Agreement) or (E) if the property subject to such Lien is owned by a Guarantor, upon release time of such Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to clause (iii) belowrelease;
(ii) no Capital Stock of NMH International is pledged to subordinate any Lien on any Collateral granted to or held by secure the Administrative Agent obligations under any Loan Document to the holder Permitted Term B Loans at the time of any Lien permitted pursuant to Section 7.2(b)such release; orand
(iii) to release any Guarantor from its obligations under any Loan Documents if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted under the Loan Documents. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to this Section 9.9. In each case as specified in this Section 9.9, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Subsidiary Guaranty Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.9. In the case of any such sale, transfer or disposal of any property constituting Collateral in a transaction constituting an Disposition permitted pursuant to Section 7.6 to a Person that NMH International is not a Loan Party, First Tier Foreign Subsidiary at the Liens created by any time of the Security Documents on such property shall be automatically released without need for further action by any Personrelease.
(bii) Each Lender, of the Swingline Lender, Lenders and the Issuing Bank Banks hereby directs the Administrative Agent, at the sole cost and expense of the Borrower, Agent to execute and deliver or file or authorize the filing of such termination, termination and partial release statements, mortgage releases or other instruments evidencing release of a Lien, statements and do such other things as are necessary to release Liens to be released pursuant to this Section 9.9 12.09(c) promptly upon the effectiveness of any such release. Upon request by the Administrative Agent at any time, the Lenders, the Swingline Lender, and the Issuing Bank will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.9.
(c) The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to any Secured Party for any failure to monitor or maintain any portion of the Collateral.
Appears in 1 contract
Release of Collateral. (a) Each Lender (including The security interests in its or any the Collateral in respect of its Affiliate’s capacities as a potential Hedge Bank or Cash Management Bank), the Swingline Lender, Notes and the Issuing Bank hereby irrevocably authorize Subsidiary Guarantees will be automatically and unconditionally released and discharged under any one or more of the Administrative Agent, at is option and discretionfollowing circumstances:
(i1) to release enable the Company and the Subsidiary Guarantors to consummate the sale, transfer or other disposition of such property or assets or any Lien on any Collateral granted to Subsidiary holding such property or held by the Administrative Agent, for the benefit of the Secured Parties, under any Loan Document (A) upon the termination of the Revolving Commitments and payment in full in cash of all Secured Obligations assets (other than (1any such sale, transfer or other disposition to the Company or a Subsidiary Guarantor) contingent indemnification obligations to the extent permitted under Section 4.10; provided that such Collateral is also released in respect of the Senior Credit Facilities and all other Pari Passu Lien Obligations and Junior Lien Obligations and the security documents related thereto;
(2) obligations in respect of the property and liabilities under Secured Cash Management Agreements or Secured Hedge Agreements as to which arrangements satisfactory to assets of a Subsidiary Guarantor, upon the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination designation of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the Issuing Bank shall have been made), (B) that is sold or otherwise disposed of or such Subsidiary Guarantor to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted under the Loan Documents to a Person that is not a Loan Party, (C) if approved, authorized or ratified in writing an Unrestricted Subsidiary in accordance with Section 10.2, 4.07 and the definition of “Unrestricted Subsidiary”;
(D3) as permitted under any Intercreditor Agreement;
(4) as permitted under Article 9;
(5) the Company exercising the Legal Defeasance option or Covenant Defeasance option pursuant to Article 8 or the extent such asset constitutes an Excluded Asset Company’s obligations herein being discharged in accordance with Article 12;
(6) upon the full and final payment of all Pari Passu Lien Notes Obligations of the Company and the Subsidiary Guarantors;
(7) as defined in the Security Agreement) or permitted under Section 4.12(b);
(E) 8) if the property subject to such Lien security interest is owned by a Subsidiary Guarantor, upon release of such Guarantor Subsidiary from its obligations under the Subsidiary Guaranty Agreement pursuant to clause (iii) below;
(ii) to subordinate any Lien on any Collateral granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien permitted pursuant to Section 7.2(b)its Note Guarantee in accordance with this Indenture; or
(iii9) to release any Guarantor from its obligations under any Loan Documents if the extent (and only for so long as) the property subject to such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted under the Loan Documents. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to this Section 9.9. In each case as specified in this Section 9.9, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Subsidiary Guaranty Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.9. In the case of any such sale, transfer or disposal of any property constituting Collateral in a transaction constituting an Disposition permitted pursuant to Section 7.6 to a Person that is not a Loan Party, the Liens created by any of the Security Documents on such property shall be automatically released without need for further action by any Personconstitutes Excluded Assets.
(b) Each Lender, the Swingline Lender, and the Issuing Bank hereby directs the Administrative Agent, at the sole cost and expense of the Borrower, to execute and deliver or file or authorize the filing of such termination, partial release statements, mortgage releases or other instruments evidencing release of a Lien, and do such other things as are necessary to release Liens to be released pursuant to this Section 9.9 promptly upon the effectiveness of any such release. Upon request by the Administrative Agent at any time, the Lenders, the Swingline Lender, and the Issuing Bank will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.9.
(c) The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to any Secured Party for any failure to monitor or maintain any portion of the Collateral.
Appears in 1 contract
Sources: Indenture (Maxar Technologies Inc.)
Release of Collateral. (a) Each Lender (including in its or any of its Affiliate’s capacities as a potential Hedge Bank or Cash Management Bank), the Swingline Lender, and the Issuing Bank hereby The Secured Parties irrevocably authorize the Administrative Agent, at is the Administrative Agent’s option and in its sole discretion:
(i) , to release any security interest in or Lien on any Collateral granted to or held by the Administrative Agent, for the benefit of the Secured Parties, under any Loan Document : (Ai) upon termination of this Credit Agreement and the other Loan Documents, and/or termination of the Revolving Commitments and all Letters of Credit and payment in full in cash of all Secured of the Obligations (other than (1) contingent indemnification obligations and (2) obligations and liabilities under Secured Cash Management Agreements or Secured Hedge Agreements as to for which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the Issuing Bank shall have no claim has not yet been made), (B) including all fees and indemnified costs and expenses that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted under the Loan Documents to a Person that is not a Loan Party, (C) if approved, authorized or ratified in writing in accordance with Section 10.2, (D) to the extent such asset constitutes an Excluded Asset (as defined in the Security Agreement) or (E) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under the Subsidiary Guaranty Agreement are then due and payable pursuant to clause (iii) below;
(ii) to subordinate any Lien on any Collateral granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien permitted pursuant to Section 7.2(b); or
(iii) to release any Guarantor from its obligations under any Loan Documents if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted under the Loan Documents. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to this Section 9.9. In each case as specified in this Section 9.9, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Subsidiary Guaranty Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.9. In the case of any such sale, transfer or disposal of any property constituting Collateral in a transaction constituting an Disposition permitted Documents; (ii) pursuant to any express provision of this Credit Agreement; and (iii) if approved by the Required Lenders or the Lenders, as applicable, pursuant to the terms of Section 7.6 to a Person that is not a Loan Party, the Liens created by any of the Security Documents on such property shall be automatically released without need for further action by any Person12.
(b) Each Lender, 1. Upon the Swingline Lender, and the Issuing Bank hereby directs request of the Administrative Agent, at the sole cost and expense of the Borrower, to execute and deliver or file or authorize the filing of such termination, partial release statements, mortgage releases or other instruments evidencing release of a Lien, and do such other things as are necessary to release Liens to be released pursuant to this Section 9.9 promptly upon the effectiveness of any such release. Upon request by the Administrative Agent at any time, the Lenders, the Swingline Lender, and the Issuing Bank will Lenders shall confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.9.
(c) The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence11.1(b). In each case as specified in this Section 11.1(b), value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible will (and each Lender irrevocably authorizes the applicable Administrative Agent to), at the Borrower’s expense, execute and deliver to the applicable Borrower such documents as such Borrower may reasonably request to evidence the release or liable subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to any Secured Party for any failure to monitor or maintain any portion evidence the release of such Borrower from its obligations under the guaranty, in each case in accordance with the terms of the Collateral.Loan Documents and this Section 11.1(b). 108
Appears in 1 contract
Release of Collateral. (ai) Each Lender (including in its or any of its Affiliate’s capacities as a potential Hedge Bank or Cash Management Bank), the Swingline Lender, The Administrative Agent and the Issuing Bank Lenders hereby irrevocably authorize direct the Administrative Agent, at is option and discretion:
(i) the Collateral Agent or the UK Security Trustee, as the case may be, to release release, in accordance with the terms hereof, any Lien on any Collateral granted to or held by the Administrative Agent, the Collateral Agent or the UK Security Trustee, as the case may be, for the benefit of the Secured PartiesParties (and in the case of a sale, transfer or disposition of all of the assets or Capital Stock of a Subsidiary under any Loan Document clause (B) below, to release the affected Subsidiary from its guaranty):
(A) upon the termination against all of the Revolving Commitments Collateral, upon final and indefeasible payment in full in cash of all Secured the Loans and Obligations (other than (1) contingent indemnification obligations and (2) obligations and liabilities under Secured Cash Management Agreements or Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the Issuing Bank shall have been made), hereof;
(B) that is sold against any part of the Collateral sold, transferred or otherwise disposed of by the Borrower or to be sold or otherwise disposed any of as part of or in connection with any sale or other disposition permitted under the Loan Documents to a Person that is not a Loan Party, (C) if approved, authorized or ratified in writing in accordance with Section 10.2, (D) its Subsidiaries to the extent such asset constitutes an Excluded Asset (as defined in the Security Agreement) or (E) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to clause (iii) below;
(ii) to subordinate any Lien on any Collateral granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien permitted pursuant to Section 7.2(b); or
(iii) to release any Guarantor from its obligations under any Loan Documents if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted under the Loan Documents. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to this Section 9.9. In each case as specified in this Section 9.9, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Subsidiary Guaranty Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.9. In the case of any such sale, transfer or disposal of any property constituting Collateral in a transaction constituting an Disposition disposition is permitted hereby (or permitted pursuant to a waiver or consent of a transaction otherwise prohibited hereby);
(C) against any Collateral acquired by the Borrower or any of its Subsidiaries after the Closing Date and at least 70% of the purchase price therefor is within 120 days of the acquisition thereof financed with Indebtedness secured by a Lien permitted by Section 7.6 8.1(c);
(D) so long as no Unmatured Event of Default or Event of Default has occurred and is continuing, in the sole discretion of the Administrative Agent upon the request of the Borrower, against any part of the Collateral with a fair market value of less than $10,000,000 in the aggregate during the term of this Agreement as such fair market value may be certified to a Person that is not a Loan Partythe Administrative Agent, the Collateral Agent and the UK Security Trustee by the Borrower in an officer’s certificate acceptable in form and substance to the Administrative Agent, the Collateral Agent and the UK Security Trustee;
(E) against a part of the Collateral which release does not require the consent of all of the Lenders as set forth in Section 12.1(a)(ii), if such release is consented to by the Required Lenders; 216
(F) against the Collateral consisting of Receivables Facility Assets upon the entry by the Borrower and/or its Subsidiaries into a Permitted Accounts Receivables Securitization; provided, however, that (y) neither the Administrative Agent nor the Collateral Agent nor the UK Security Trustee shall be required to execute any such document on terms which, in its opinion, would expose it to liability or create any obligation or entail any consequence other than the release of such Liens created by without recourse or warranty, and (z) such release shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Borrower or any of its Subsidiaries in respect of) all interests retained by the Security Documents Borrower and/or any of its Subsidiaries, including (without limitation) the proceeds of any sale, all of which shall continue to constitute part of the Collateral; and
(G) against any cash collateral securing LC Obligations as contemplated by Section 5.4 and Article IX, upon the written request of the Borrower to the Administrative Agent or the applicable Facing Agent, as the case may be, if at the time of the release of the Lien the Senior Secured Leverage Ratio, on such property shall be automatically released without need a Pro Forma Basis, for further action by any Personthe Test Period for the most recently ended Fiscal Quarter was not in excess of 3.75 to 1.00.
(bii) Each Lender, of the Swingline Lender, and the Issuing Bank Lenders hereby directs the Administrative Agent, at Agent to (or to cause the sole cost and expense of the Borrower, to Administrative Agent to) execute and deliver or file or authorize the filing of such termination, termination and partial release statements, mortgage releases or other instruments evidencing release of a Lien, statements and do such other things as are necessary to release Liens to be released pursuant to this Section 9.9 12.15 promptly upon the effectiveness of any such release. Upon request by the Administrative Agent at any time, the Lenders, the Swingline Lender, and the Issuing Bank will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.9enter into intercreditor agreements contemplated or permitted herein.
(c) The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to any Secured Party for any failure to monitor or maintain any portion of the Collateral.
Appears in 1 contract
Sources: Credit Agreement
Release of Collateral. (a) Each Lender (including in its or any of its Affiliate’s capacities as a potential Hedge Bank or Cash Management Bank), the Swingline Lender, The Lenders and the each Issuing Bank hereby irrevocably authorize the Administrative Agent, at is option and discretionAgents to:
(i) to release any Lien on any Collateral property granted to or held by the Collateral Agent or the Administrative Agent, for the benefit of the Secured Parties, Agent under any Loan Document (Aw) upon the termination of Termination Date (and, concurrently therewith, to release all the Revolving Commitments and payment in full in cash of all Secured Obligations Loan Parties from their obligations under the Loan Documents (other than (1) contingent indemnification obligations and (2) obligations and liabilities under Secured Cash Management Agreements or Secured Hedge Agreements as to which arrangements satisfactory to those that specifically survive the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the Issuing Bank shall have been madeTermination Date)), (Bx) that is sold (or otherwise disposed of of) or to be sold (or otherwise disposed of of) as part of or in connection with any sale or other disposition permitted hereunder or under the any other Loan Documents Document to a any Person that is not other than a Loan Party, (Cy) subject to Section 9.01, if approved, authorized or ratified in writing in accordance with Section 10.2by the Required Lenders, (D) to the extent such asset constitutes an Excluded Asset (as defined in the Security Agreement) or (Ez) if the property subject to such Lien is owned by a Guarantor, Guarantor upon release of such Guarantor from its obligations under the Subsidiary its Guaranty Agreement pursuant to clause (iii) below;
(ii) at the request of the Borrower, to subordinate any Lien on any Collateral property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted pursuant by clauses (f) and (i) of Section 6.02 or, to the extent securing Capitalized Lease Obligations, purchase money Indebtedness, industrial revenue bonds, industrial development bonds or similar financings, clause (s) of Section 7.2(b)6.02; orand
(iii) to release any Guarantor from its obligations under any Loan Documents Document to which it is a party if such Person ceases to be a Restricted Subsidiary as a result of a transaction or designation permitted under the Loan Documents. hereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of any Junior Financing and any Refinancing Indebtedness in respect thereof unless and until such Guarantor is (or is being simultaneously) released from its guarantee with respect to such Junior Financing and any Refinancing Indebtedness in respect thereof.
(b) Upon request by the Administrative any Agent at any time, the Required Lenders will confirm in writing the Administrative such Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Subsidiary Guaranty Agreement Loan Documents pursuant to this Section 9.99.17. In each case as specified in this Section 9.99.17, the Administrative relevant 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 or subordination of such item of Collateral from the assignment and security interest granted under the Security Documents or to subordinate its interest in such itemLoan Documents, or to release such Guarantor Loan Party from its obligations under the Subsidiary Guaranty AgreementLoan Documents, in each case case, in accordance with the terms of the Loan Documents and this Section 9.9. In the case of any such sale, transfer or disposal of any property constituting Collateral in a transaction constituting an Disposition permitted pursuant to Section 7.6 to a Person that is not a Loan Party, the Liens created by any of the Security Documents on such property shall be automatically released without need for further action by any Person9.17.
(b) Each Lender, the Swingline Lender, and the Issuing Bank hereby directs the Administrative Agent, at the sole cost and expense of the Borrower, to execute and deliver or file or authorize the filing of such termination, partial release statements, mortgage releases or other instruments evidencing release of a Lien, and do such other things as are necessary to release Liens to be released pursuant to this Section 9.9 promptly upon the effectiveness of any such release. Upon request by the Administrative Agent at any time, the Lenders, the Swingline Lender, and the Issuing Bank will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.9.
(c) The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to any Secured Party for any failure to monitor or maintain any portion of the Collateral.
Appears in 1 contract
Release of Collateral. (a) Each Lender (including in its or any of its Affiliate’s capacities as a potential Hedge Bank or Cash Management Bank), the Swingline Lender, and the Issuing Bank hereby The Lenders irrevocably authorize the Administrative Agent, at is option Agent (and discretion:the Administrative Agent agrees):
(ia) to release any Lien on any Collateral property granted to or held by the Administrative Agent, for the benefit of the Secured Parties, Agent under any Loan Document (Aw) upon the termination of Termination Date (and, concurrently therewith, to release all the Revolving Commitments and payment in full in cash of all Secured Obligations Loan Parties from their obligations under the Loan Documents (other than (1) contingent indemnification obligations and (2) obligations and liabilities under Secured Cash Management Agreements or Secured Hedge Agreements as to which arrangements satisfactory to those that specifically survive the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the Issuing Bank shall have been madeTermination Date)), (Bx) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale permitted hereunder or under any other disposition permitted under the Loan Documents Document to a any Person that is not other than a Loan Party, (Cy) subject to Section 9.08, if approved, authorized or ratified in writing in accordance with Section 10.2by the Required Lenders, (D) to the extent such asset constitutes an Excluded Asset (as defined in the Security Agreement) or (Ez) if the property subject to such Lien is owned by a Guarantor, Subsidiary Guarantor upon release of such Guarantor from its obligations under the Subsidiary Guaranty Agreement its guaranty pursuant to clause (iiic) below;
(iib) at the request of the Borrowers, to subordinate any Lien on any Collateral property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted pursuant to Section 7.2(bby clauses (f), (h) and (t) of the definition of Permitted Liens; orand
(iiic) to release any Subsidiary Guarantor from its obligations under any Loan Documents Document to which it is a party if such Person ceases to be a Restricted Subsidiary as a result of a transaction or designation permitted under the Loan Documentshereunder. Upon request by the Administrative any Agent at any time, the Required Lenders will confirm in writing the Administrative such Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty Agreement Loan Documents pursuant to this Section 9.99.18. In each case as specified in this Section 9.99.18, the Administrative relevant Agent will, at the Borrower’s Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request (including any UCC-3 termination statements) to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Documents or to subordinate its interest in such itemLoan Documents, or to release such Guarantor Loan Party from its obligations under the Subsidiary Guaranty AgreementLoan Documents, in each case case, in accordance with the terms of the Loan Documents and this Section 9.9. In the case of any such sale, transfer or disposal of any property constituting Collateral in a transaction constituting an Disposition permitted pursuant to Section 7.6 to a Person that is not a Loan Party, the Liens created by any of the Security Documents on such property shall be automatically released without need for further action by any Person9.18.
(b) Each Lender, the Swingline Lender, and the Issuing Bank hereby directs the Administrative Agent, at the sole cost and expense of the Borrower, to execute and deliver or file or authorize the filing of such termination, partial release statements, mortgage releases or other instruments evidencing release of a Lien, and do such other things as are necessary to release Liens to be released pursuant to this Section 9.9 promptly upon the effectiveness of any such release. Upon request by the Administrative Agent at any time, the Lenders, the Swingline Lender, and the Issuing Bank will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.9.
(c) The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to any Secured Party for any failure to monitor or maintain any portion of the Collateral.
Appears in 1 contract
Sources: Revolving Loan Credit Agreement (Forum Merger Corp)
Release of Collateral. (a) Each Lender (including Collateral may be released from the Lien and security interest created by the Security Documents to secure the Notes Obligations at any time or from time to time as required by the terms of the applicable Intercreditor Agreement and this Section 11.04. The applicable assets included in its or any of its Affiliate’s capacities as a potential Hedge Bank or Cash Management Bank), the Swingline Lender, Collateral shall be automatically released from the Liens securing the Notes and the Issuing Bank hereby irrevocably authorize Notes Obligations under any one or more of the Administrative Agent, at is option and discretionfollowing circumstances:
(i1) to release any Lien on any Collateral granted enable the Company and the Guarantors to consummate the sale, transfer or held by other disposition of such property or assets to the Administrative Agent, for the benefit of the Secured Parties, extent not prohibited under any Loan Document (A) upon the termination of the Revolving Commitments and payment in full in cash of all Secured Obligations (Section 4.10 other than (1) contingent indemnification obligations and any such sale or disposition to the Company or Guarantor;
(2) obligations and liabilities under Secured Cash Management Agreements the release of Excess Proceeds or Secured Hedge Agreements as to which arrangements satisfactory to Collateral Excess Proceeds that remain unexpended after the applicable Cash Management Bank conclusion of an Asset Sale Offer or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the Issuing Bank shall have been made), (B) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted under the Loan Documents to a Person that is not a Loan Party, (C) if approved, authorized or ratified in writing Collateral Note Asset Sale Offer conducted in accordance with Section 10.2, 4.10;
(D3) to the extent such asset constitutes an Excluded Asset (as defined in the Security Agreement) or (E) if respect of the property subject to such Lien is owned by and assets of a Guarantor, upon (A) the designation of such Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.07, Section 4.08 and the definition of “Unrestricted Subsidiary” or (B) the release of such Guarantor from its guarantee under Section 10.03;
(4) in respect of the property and assets of a Guarantor, upon the release or discharge of the security interest granted by such Guarantor to secure the obligations under the Subsidiary Guaranty Credit Agreement pursuant or any other Indebtedness or the guarantee of any other Indebtedness which resulted in the obligation to clause (iii) below;
(ii) to subordinate any Lien on any Collateral granted to or held by the Administrative Agent under any Loan Document become a Guarantor with respect to the holder of any Lien permitted pursuant to Section 7.2(b); or
(iii) to Securities other than in connection with a release any Guarantor from its obligations under any Loan Documents if such Person ceases to be a Restricted Subsidiary or discharge by or as a result of a transaction payment in full in respect of the Credit Agreement or such other Indebtedness;
(5) as described in the first sentence of this Section 11.04(a) in accordance with the applicable Intercreditor Agreement; and
(6) as permitted under Section 9.02. In addition, the Loan DocumentsLiens granted pursuant to the Security Documents securing the Notes Obligations shall automatically terminate and/or be released in full all without delivery of any instrument or performance of any act by any party as of the date upon (i) all the Obligations under the Notes and this Indenture (other than contingent or unliquidated obligations or liabilities not then due) have been paid in full in cash or immediately available funds or (ii) exercise of a “legal defeasance option,” “covenant defeasance option” (each as defined in Section 8.01(b)) or a discharge of this Indenture in accordance with Article VIII. Upon request the receipt of an Officers’ Certificate from the Company, as described in Section 11.04(b) below and any necessary or proper instruments of termination, satisfaction or release prepared by the Administrative Agent at any timeCompany, the Required Lenders will confirm in writing the Administrative Agent’s authority to release Collateral Agent shall execute, deliver or subordinate its interest in particular types acknowledge such instruments or items of property, or to release any Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to this Section 9.9. In each case as specified in this Section 9.9, 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 releases to evidence the release of such item of any Collateral from the assignment and security interest granted under the Security Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Subsidiary Guaranty Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.9. In the case of any such sale, transfer or disposal of any property constituting Collateral in a transaction constituting an Disposition permitted pursuant to Section 7.6 to a Person that is not a Loan Party, the Liens created by any of the Security Documents on such property shall be automatically released without need for further action by any Person.
(b) Each Lender, the Swingline Lender, and the Issuing Bank hereby directs the Administrative Agent, at the sole cost and expense of the Borrower, to execute and deliver or file or authorize the filing of such termination, partial release statements, mortgage releases or other instruments evidencing release of a Lien, and do such other things as are necessary to release Liens to be released pursuant to this Section 9.9 promptly upon Indenture or the effectiveness of Security Documents or the applicable Intercreditor Agreement. The Liens on Collateral shall also be subordinated to the extent Liens on such Collateral securing the Credit Facilities are also subordinated pursuant to the requirements set forth in the Credit Facilities.
(b) Notwithstanding anything herein to the contrary, in connection with (x) any such release. Upon request by the Administrative Agent at any time, the Lenders, the Swingline Lender, and the Issuing Bank will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.9.
11.04(a)(2), (c3), (4) The Administrative or (6) above, such Collateral may not be released from the Lien and security interest created by the Security Documents and (y) any release of Collateral pursuant to Section 11.04(a)(1) or (5), the Collateral Agent shall not be responsible for required to execute, deliver or acknowledge any instruments of termination, satisfaction or release unless, in each case, an Officers’ Certificate and Opinion of Counsel certifying that all conditions precedent, including, without limitation, this Section 11.04, have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability been met and stating under which of the Collateralcircumstances set forth in Section 11.04(a) above the Collateral is being released have been delivered to the Collateral Agent on or prior to the date of such release or, in the case of clause (y) above, the existence, priority or perfection date on which the Collateral Agent executes any such instrument. The Trustee shall be entitled to receive and rely on Officers’ Certificates and Opinions of Counsel delivered to the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Collateral Agent be responsible or liable to any Secured Party for any failure to monitor or maintain any portion of the Collateralunder this Section 11.04(b).
Appears in 1 contract
Sources: Indenture (National CineMedia, LLC)
Release of Collateral. (a) Each Lender (including in its or any of its Affiliate’s capacities as a potential Hedge Bank or Cash Management Bank), the Swingline Lender, and the Issuing Bank hereby The Lenders irrevocably authorize the Administrative Agent, at is option and discretionAgents to:
(i) to release any Lien on any Collateral property granted to or held by the Collateral Agent or the Administrative Agent, for the benefit of the Secured Parties, Agent under any Loan Document (Aw) upon the termination of Termination Date (and, concurrently therewith, to release all the Revolving Commitments and payment in full in cash of all Secured Obligations Loan Parties from their obligations under the Loan Documents (other than (1) contingent indemnification obligations and (2) obligations and liabilities under Secured Cash Management Agreements or Secured Hedge Agreements as to which arrangements satisfactory to those that specifically survive the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the Issuing Bank shall have been madeTermination Date)), (Bx) that is sold (or otherwise disposed of of) or to be sold (or otherwise disposed of of) as part of or in connection with any sale or other disposition permitted hereunder or under the any other Loan Documents Document to a any Person that is not other than a Loan Party, (Cy) subject to Section 9.01, if approved, authorized or ratified in writing in accordance with Section 10.2by the Required Lenders, (D) to the extent such asset constitutes an Excluded Asset (as defined in the Security Agreement) or (Ez) if the property subject to such Lien is owned by a Guarantor, Guarantor upon release of such Guarantor from its obligations under the Subsidiary its Guaranty Agreement pursuant to clause (iii) below;
(ii) at the request of the Borrower, to subordinate any Lien on any Collateral property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted pursuant by clauses (f) and (i) of Section 6.02 or, to the extent securing Capitalized Lease Obligations, purchase money Indebtedness, industrial revenue bonds, industrial development bonds or similar financings, clause (s) of Section 7.2(b)6.02; orand
(iii) to release any Guarantor from its obligations under any Loan Documents Document to which it is a party if such Person ceases to be a Restricted Subsidiary as a result of a transaction or designation permitted under the Loan Documents. hereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of any Junior Financing and any Refinancing Indebtedness in respect thereof unless and until such Guarantor is (or is being simultaneously) released from its guarantee with respect to such Junior Financing and any Refinancing Indebtedness in respect thereof.
(b) Upon request by the Administrative any Agent at any time, the Required Lenders will confirm in writing the Administrative such Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Subsidiary Guaranty Agreement Loan Documents pursuant to this Section 9.99.17. In each case as specified in this Section 9.99.17, the Administrative relevant 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 or subordination of such item of Collateral from the assignment and security interest granted under the Security Documents or to subordinate its interest in such itemLoan Documents, or to release such Guarantor Loan Party from its obligations under the Subsidiary Guaranty AgreementLoan Documents, in each case case, in accordance with the terms of the Loan Documents and this Section 9.9. In the case of any such sale, transfer or disposal of any property constituting Collateral in a transaction constituting an Disposition permitted pursuant to Section 7.6 to a Person that is not a Loan Party, the Liens created by any of the Security Documents on such property shall be automatically released without need for further action by any Person9.17.
(b) Each Lender, the Swingline Lender, and the Issuing Bank hereby directs the Administrative Agent, at the sole cost and expense of the Borrower, to execute and deliver or file or authorize the filing of such termination, partial release statements, mortgage releases or other instruments evidencing release of a Lien, and do such other things as are necessary to release Liens to be released pursuant to this Section 9.9 promptly upon the effectiveness of any such release. Upon request by the Administrative Agent at any time, the Lenders, the Swingline Lender, and the Issuing Bank will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.9.
(c) The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to any Secured Party for any failure to monitor or maintain any portion of the Collateral.
Appears in 1 contract
Release of Collateral. (a) Each Lender (including in its or any of its Affiliate’s capacities as a potential Hedge Bank or Cash Management Bank), the Swingline Lender, and the Issuing Bank hereby irrevocably authorize the The Administrative Agent, at is option and discretionAgent shall:
(i) to release any Lien on any Collateral property granted to or held by the Administrative Agent, for the benefit of the Secured Parties, Agent under any Loan Document (A) upon the termination of the Revolving Commitments and payment Payment in full in cash of all Secured Obligations (other than (1) contingent indemnification obligations and (2) obligations and liabilities under Secured Cash Management Agreements or Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the Issuing Bank shall have been made)Full, (B) that is sold or otherwise disposed Disposed of or to be sold or otherwise disposed Disposed of as part of or in connection with any sale or other disposition Disposition permitted hereunder or under the any other Loan Documents Document to a Person that is not a Loan Party, (C) that constitutes "Excluded Collateral" (as such term is defined in the Pledge Agreement), or (D) if approved, authorized or ratified in writing in accordance with Section 10.211.01; provided, however, that with respect to clause (D) B), the Borrower shall have delivered to the extent such asset constitutes an Excluded Asset Administrative Agent a certificate in form and substance reasonably satisfactory to the Administrative Agent, certifying that the transaction is permitted by this Agreement or any other Loan Document, as applicable;
(as defined in the Security Agreementii) or (E) if the property subject to such Lien is owned by a Guarantor, upon release of such any Guarantor from its obligations under the Guaranty (and release any Lien on any property of such Guarantor granted to or held by the Administrative Agent under any Loan Document) if such Person ceases to be a Subsidiary Guaranty or becomes an Excluded Subsidiary; provided, however, that the release of any Guarantor from its obligations under this Agreement pursuant if such Guarantor becomes an Excluded Subsidiary of the type described in clause (f) of the definition thereof shall only be permitted if at the time such Guarantor becomes an Excluded Subsidiary of such type (1) no Default or Event of Default shall have occurred and be outstanding, (2) after giving pro forma effect to clause such release and the consummation of the transaction that causes such Person to be an Excluded Subsidiary of such type, the Borrower is deemed to have made a new Investment in such Person for purposes of Section 7.03 (as if such Person were then newly acquired) and such Investment is permitted hereunder at such time and (3) a Responsible Officer of the Borrower certifies to the Administrative Agent the Borrower's compliance with preceding clauses (1) and (2); provided, further, that the Borrower shall have delivered to the Administrative Agent a certificate in form and substance reasonably satisfactory to the Administrative Agent, certifying that the transaction is permitted by this Agreement or any other Loan Document, as applicable; and
(iii) below;
(ii) to subordinate any Lien on any Collateral property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted pursuant to by Section 7.2(b7.01(i); or.
(iiib) to release any Guarantor from its obligations under any Loan Documents if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted under the Loan Documents. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to this Section 9.9. In each case as specified in this Section 9.911.20, the Administrative Agent will, at the Borrower’s 's expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Collateral Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Subsidiary Guaranty AgreementGuaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.9. In the case of any such sale, transfer or disposal of any property constituting Collateral in a transaction constituting an Disposition permitted pursuant to Section 7.6 to a Person that is not a Loan Party, the Liens created by any of the Security Documents on such property shall be automatically released without need for further action by any Person11.20.
(b) Each Lender, the Swingline Lender, and the Issuing Bank hereby directs the Administrative Agent, at the sole cost and expense of the Borrower, to execute and deliver or file or authorize the filing of such termination, partial release statements, mortgage releases or other instruments evidencing release of a Lien, and do such other things as are necessary to release Liens to be released pursuant to this Section 9.9 promptly upon the effectiveness of any such release. Upon request by the Administrative Agent at any time, the Lenders, the Swingline Lender, and the Issuing Bank will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.9.
(c) The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to any Secured Party for any failure to monitor or maintain any portion of the Collateral.
Appears in 1 contract
Release of Collateral. (a) Each Lender (including in its or any of its Affiliate’s capacities as a potential Hedge Bank or Cash Management Bank), the Swingline Lender, and the Issuing Bank hereby The Lenders irrevocably authorize the Administrative Agent, at is option Agents (and discretion:the Agents agree):
(i) to release any Lien on any Collateral property granted to or held by the Collateral Agent or the Administrative Agent, for the benefit of the Secured Parties, Agent under any Loan Document (Aw) upon the termination of Termination Date (and, concurrently therewith, to release all the Revolving Commitments and payment in full in cash of all Secured Obligations Loan Parties from their obligations under the Loan Documents (other than (1) contingent indemnification obligations and (2) obligations and liabilities under Secured Cash Management Agreements or Secured Hedge Agreements as to which arrangements satisfactory to those that specifically survive the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the Issuing Bank shall have been madeTermination Date)), (Bx) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale permitted hereunder or under any other disposition permitted under the Loan Documents Document to a any Person that is not other than a Loan Party (it being understood that the Lien on the assets of any transferee Loan Party shall only secure such Loan Party’s Obligations), (Cy) subject to Section 9.08, if approved, authorized or ratified in writing in accordance with Section 10.2by the Required Lenders, (D) to the extent such asset constitutes an Excluded Asset (as defined in the Security Agreement) or (Ez) if the property subject to such Lien is owned by a Guarantor, Subsidiary Guarantor upon release of such Guarantor from its obligations under the Subsidiary Guaranty its Guarantee and Collateral Agreement pursuant to clause (iii) below;
(ii) at the request of any Borrower, to subordinate any Lien on any Collateral property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted pursuant to Section 7.2(bby clauses (a); or, (d), (e), (f), (h), (i), (l), (p), (q), (r), (s), (t), (w), (y) and (z) of the definition of Permitted Liens;
(iii) to release any Subsidiary Guarantor from its obligations under any Loan Documents Document to which it is a party if such Person ceases to be a Restricted Subsidiary as a result of a transaction or designation permitted under hereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of the Loan Documents. Senior Notes, any Junior Financing which constitutes Material Indebtedness and any Refinancing Indebtedness in respect thereof unless and until such Guarantor is (or is being simultaneously) released from its guarantee with respect to the Senior Notes, such Junior Financing and any Refinancing Indebtedness in respect thereof; and
(iv) to enter into the intercreditor arrangements contemplated by the definition of “Junior Lien Obligations” or “Receivables Facility”.
(b) Upon request by the Administrative any Agent at any time, the Required Lenders will confirm in writing the Administrative such Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty Agreement Loan Documents pursuant to this Section 9.99.17. In each case as specified in this Section 9.99.17, the Administrative relevant Agent will, at the relevant Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Documents or to subordinate its interest in such itemLoan Documents, or to release such Guarantor Loan Party from its obligations under the Subsidiary Guaranty AgreementLoan Documents, in each case case, in accordance with the terms of the Loan Documents and this Section 9.9. In the case of any such sale, transfer or disposal of any property constituting Collateral in a transaction constituting an Disposition permitted pursuant to Section 7.6 to a Person that is not a Loan Party, the Liens created by any of the Security Documents on such property shall be automatically released without need for further action by any Person9.17.
(b) Each Lender, the Swingline Lender, and the Issuing Bank hereby directs the Administrative Agent, at the sole cost and expense of the Borrower, to execute and deliver or file or authorize the filing of such termination, partial release statements, mortgage releases or other instruments evidencing release of a Lien, and do such other things as are necessary to release Liens to be released pursuant to this Section 9.9 promptly upon the effectiveness of any such release. Upon request by the Administrative Agent at any time, the Lenders, the Swingline Lender, and the Issuing Bank will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.9.
(c) The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to any Secured Party for any failure to monitor or maintain any portion of the Collateral.
Appears in 1 contract
Sources: Credit Agreement (Comdata Network, Inc. Of California)
Release of Collateral. (a) Each Lender On the first date (including the “Release Date”) on which the corporate family rating of the Parent Borrower from M▇▇▇▇’▇ is “Baa3” or better or the corporate credit rating of the Parent Borrower from S&P is “BBB-” or better, subject to any additional condition required by the Lenders providing any Incremental Term Loans as provided in its or any of its Affiliate’s capacities as a potential Hedge Bank or Cash Management BankSection 2.1(b), and so long as no Default or Event of Default exists on such date or after giving effect to the Swingline Lenderrelease of Liens contemplated hereby, all Collateral shall be released from the Liens created by the Guarantee and Collateral Agreement and any other Security Document, all without delivery of any instrument or performance of any act by any party, and all rights to the Issuing Bank hereby irrevocably authorize Collateral shall revert to the Administrative Agent, at is option Loan Parties. At the request and discretion:
(i) to release any Lien on any Collateral granted to or held by the Administrative Agent, for the benefit sole expense of the Secured Parties, under any Loan Document (A) upon the termination of the Revolving Commitments and payment in full in cash of all Secured Obligations (other than (1) contingent indemnification obligations and (2) obligations and liabilities under Secured Cash Management Agreements or Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to Party following any such release, the Administrative Agent and the Issuing Bank shall have been made), (B) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted under the Loan Documents to a Person that is not a Loan Party, (C) if approved, authorized or ratified in writing in accordance with Section 10.2, (D) to the extent such asset constitutes an Excluded Asset (as defined in the Security Agreement) or (E) if the property subject deliver to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to clause (iii) below;
(ii) to subordinate any Lien on Loan Party any Collateral granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien permitted pursuant to Section 7.2(b); or
(iii) to release any Guarantor from its obligations under any Loan Documents if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted under the Loan Documents. Upon request by the Administrative Agent at any timeSecurity Document, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to this Section 9.9. In each case as specified in this Section 9.9, the Administrative Agent will, at the Borrower’s expense, and execute and deliver to the applicable such Loan Party such documents as such Loan Party may shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Subsidiary Guaranty Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.9. In the case of any such sale, transfer or disposal of any property constituting Collateral in a transaction constituting an Disposition permitted pursuant to Section 7.6 to a Person that is not a Loan Party, the Liens created by any of the Security Documents on such property shall be automatically released without need for further action by any Personrelease.
(b) Each LenderIf any of the Collateral shall be Disposed of by any Loan Party in a transaction permitted by this Agreement, the Swingline Lender, and the Issuing Bank hereby directs then the Administrative Agent, at the request and sole cost expense of such Loan Party, shall execute and deliver to such Loan Party all releases or other documents reasonably necessary or desirable for the release of the Liens created by the Guarantee and Collateral Agreement and any other Security Document on such Collateral. At the request and sole expense of the Parent Borrower, a Subsidiary Guarantor shall be released from its obligations under the Guarantee and Collateral Agreement and any other Security Document in the event that such Subsidiary Guarantor ceases to execute be a Wholly Owned Subsidiary pursuant to a transaction expressly permitted by this Agreement and deliver or file or authorize the filing if, as a result of such terminationtransaction, partial release statementsthe Parent Borrower and its Restricted Subsidiaries own less than 75% of the outstanding voting Capital Stock of such Subsidiary Guarantor. In addition, mortgage releases or other instruments evidencing release at the request and sole expense of the Parent Borrower, not more than twice during the term of this Agreement after the Funding Date, a Lien, Subsidiary Guarantor and do the Subsidiaries of such other things as are necessary to release Liens to Subsidiary Guarantor shall be released from their respective obligations under the Guarantee and Collateral Agreement and any other Security Document in the event that a portion of the Capital Stock of such Subsidiary Guarantor is Disposed of in a transaction expressly permitted by Section 6.6(e) or (g) (but which does not satisfy the requirements of the preceding sentence); provided that the aggregate Consolidated EBITDA for the most recently completed period of four consecutive fiscal quarters for which financial statements have been delivered pursuant to Section 5.1 (in each case determined at the time of such transaction) that is attributable to the Subsidiaries released from their obligations hereunder pursuant to this Section 9.9 promptly upon sentence shall not exceed $40,000,000. Notwithstanding the effectiveness foregoing, in no event shall any Subsidiary be released from its obligations under the Guarantee and Collateral Agreement or any other Security Document, in the event that such Subsidiary is a guarantor of any such release. Upon request by the Administrative Agent at other Indebtedness of any time, the Lenders, the Swingline Lender, and the Issuing Bank will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.9Loan Party.
(c) The At such time as the Loans, the Reimbursement Obligations, the Bilateral FCI Reimbursement Obligations, the Participation FCI Reimbursement Obligations and the other Obligations shall have been paid in full, the Commitments have been terminated and no Letters of Credit or FCIs shall be outstanding (or shall have been fully cash collateralized or otherwise supported in a manner consistent with the terms of Section 2.5(j) or Section 2.6(o)(iv), as applicable), the Collateral shall be released from the Liens created by the Guarantee and Collateral Agreement and any other Security Document, and each Security Document and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent and each Loan Party thereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Loan Parties. At the request and sole expense of any Loan Party following any such termination, the Administrative Agent shall not be responsible for or have a duty deliver to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any such Loan Party in connection therewith, nor shall any Collateral held by the Administrative Agent be responsible or liable under any Security Document, and execute and deliver to any Secured such Loan Party for any failure such documents as such Loan Party shall reasonably request to monitor or maintain any portion of the Collateralevidence such termination.
Appears in 1 contract
Sources: Credit Agreement (SPX Corp)