Second, ratably, to pay any fees or expense reimbursements then due to the Revolving Credit Lenders from the (other than in connection with Cash Management Obligations, Bank Product Obligations or Obligations in respect of Secured Hedge Agreements); Third, ratably, to pay interest due and payable in respect of any Revolving Loans (including any Swing Loans) and any Protective Advances, ratably; Fourth, ratably, to pay the principal of the Protective Advances and the Swing Loans;
to release any Lien on any property granted to or held by the Collateral Agent under any Loan Document # upon termination of the Total Revolving Credit Commitments and payment in full of all Obligations (other than # contingent indemnification obligations not yet accrued and payable and obligations in respect of Secured Treasury Management Agreements and # Obligations under Secured Hedge Agreements; provided that the net termination liability under or in respect of, and other amounts due and payable under, each Secured Hedge Agreement at such time shall have been paid or secured in the manner provided in such Secured Hedge Agreement or by a collateral arrangement reasonably satisfactory to the relevant Hedge Bank in its sole discretion) and the expiration or termination of all Letters of Credit, # that is Disposed or to be Disposed of as part of or in connection with any transaction permitted hereunder or under any other Loan Document or # subject to Section 11.01, if approved, authorized or ratified in writing by the Required ; and
So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation (other than contingent indemnification obligations as to which no claim has been asserted and obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements) hereunder shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding (other than Letters of Credit which have been Cash Collateralized), Parent shall (solely with respect to [Section 6.05(a)]), and the Borrower shall, and shall (except in the case of the covenants set forth in [Sections 6.01, 6.02 and 6.03]3]3]) cause each Restricted Subsidiary, as applicable, to:
“Secured Parties” shall mean collectively: # the Administrative Agent in its capacity as such under this Agreement, the Collateral Documents and the other Loan Documents; # the Lenders, # the Hedge Counterparties in their capacity as such under the Hedging Agreements; # any Bank Product Bank or Cash Management Bank; and # except as otherwise provided in the definitions of “Bank Products”, “Cash Management Services” and “Hedging Counterparties,” the successors and assigns of the foregoing.
“Secured Obligations” means # all obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements and # all costs and expenses incurred in connection with enforcement and collection of the foregoing, including the fees, charges and disbursements of counsel, in each case whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest, expenses and fees that accrue after the commencement by or against any Loan Party or Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest, expenses and fees are allowed claims in such proceeding; provided that Secured Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor.
arising out of any defense of the Borrowers, any other guarantor or any other party other than payment in full of the Obligations (other than # contingent indemnification obligations for which no claim has been made and # obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements), including, without limitation, any defense based on or arising out of the disability of the Borrowers, any other guarantor or any other party, or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrowers other than payment in full of the Obligations. The Administrative Agent may, at its election, foreclose on any security held by the Administrative Agent or a Lender by one or more judicial or nonjudicial sales, whether or not every aspect of any such sale is commercially reasonable (to the extent such sale is permitted by applicable law), or exercise any other right or remedy the Administrative Agent or any Lender may have against the Borrowers or any other party, or any security, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Obligations have been paid in full (other than # contingent indemnification obligations for which no claim has been made and # obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements) and the Commitments have been terminated. Each of the Guarantors waives any defense arising out of any such election by the Administrative Agent or any of the Lenders, even though such election operates to impair or extinguish any right of reimbursement or subrogation or other right or remedy of the Guarantors against the Borrowers or any other party or any security.
Indebtedness in respect of # Obligations under Secured Hedge Agreements and # Hedge Agreements designed to hedge against Holdings’, the ’s or any Restricted Subsidiary’s exposure to interest rates, foreign exchange rates or commodities pricing risks, in each case of clauses (i) and (ii), incurred in the ordinary course of business and not for speculative purposes and Guarantees thereof;
In furtherance of the foregoing and not in limitation thereof, no arrangements in respect of Lender Cash Management Agreements the obligations under which constitute Obligations, no Lender Hedging Agreements the obligations under which constitute Obligations, no Lender Qualified Bilateral Letters of Credit the obligations under which constitute Obligations and no Lender Supply Chain Financing Agreement the obligations under which constitute Obligations, will create (or be deemed to create) in favor of any Secured Party that is a party thereto any rights in connection with the management or release of any Collateral or of the obligations of any Loan Party under any Loan Document. By accepting the benefits of the Collateral, each Secured Party that is a party to any such arrangement in respect of Lender Cash Management Agreements, Lender Hedging Agreements, Lender Qualified Bilateral Letters of Credit or Lender Supply Chain Financing Agreements, as applicable, shall be deemed to have appointed [[Administrative Agent:Organization]] to serve as [[Administrative Agent:Organization]] and collateral agent under the Loan Documents and agreed to be bound by the Loan Documents as a Secured Party thereunder, subject to the limitations set forth in this paragraph.
upon termination of the Commitments, the payment in full of all Obligations (other than Obligations in respect of # Specified Hedge Agreements and Cash Management Obligations that are not then due and payable and # contingent indemnification and reimbursement obligations that are not yet due and payable and for which no claim has been asserted) and the expiration, termination or cash-collateralization or backstopping (to the satisfaction of the respective Issuing Bank) of all Letters of Credit;
“Secured Obligations” means # the Loan Document Obligations, # the Secured Cash Management Obligations and # the Secured Swap Obligations (excluding with respect to any Loan Party, Excluded Swap Obligations of such Loan Party).
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