Continuing Security Interest; Assignments Under the Indenture; Release Sample Clauses

This clause establishes the ongoing nature of the security interest granted under the indenture, governs the assignment of rights and obligations, and outlines the conditions for releasing collateral. In practice, it ensures that the lender’s security interest in the pledged assets remains effective even if the underlying obligations are transferred to another party, and it specifies the procedures for releasing the security interest when the debt is repaid or other release conditions are met. The core function of this clause is to maintain the integrity of the lender’s security while allowing for flexibility in assignments and providing a clear process for releasing collateral, thereby protecting both parties’ interests throughout the life of the agreement.
Continuing Security Interest; Assignments Under the Indenture; Release. (a) This Pledge Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Pledgor and the successors and assigns thereof and shall inure to the benefit of the Collateral Agent and the other Secured Parties and their respective successors, endorsees, transferees and assigns permitted under the Indenture until the date on which all Secured Obligations (other than any contingent indemnity obligations for which no claim or demand for payment has been made or is not then due) shall have been satisfied by payment in full (such date, the “Termination Date”), notwithstanding that from time to time during the term of the Indenture a Pledgor may be free from any Secured Obligations. (b) A Pledgor shall automatically be released from its obligations hereunder and the Collateral of a Pledgor shall be automatically released as it relates to the Secured Obligations in accordance with Section 11.04 of the Indenture. Any such release in connection with any sale, transfer or other disposition of such Collateral in accordance with Section 11.04 of the Indenture to (a) a Person other than an Affiliate of such Pledgor or (b) a Spectrum Joint Venture shall, subject to the provisions of the Intercreditor Agreements then in effect, result in such Collateral being sold, transferred or disposed of, as applicable, free and clear of the Liens of this Pledge Agreement. (c) The Security Interest granted hereby in any Collateral shall automatically be released as it relates to the Secured Obligations (i) to the extent provided in Section 11.04 of the Indenture and (ii) upon the effectiveness of any written consent to the release of the Security Interest granted hereby in such Collateral pursuant to Section 9.02 of the Indenture. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c), the Collateral Agent shall execute and deliver to any Pledgor or authorize the filing of, at such Pledgor’s expense, all documents that such Pledgor shall reasonably request in writing to evidence such termination or release, subject to the provisions of Section 11.04 of the Indenture and the Collateral Agent’s receipt of an Officer’s Certificate of the applicable Pledgor stating that such transaction is authorized or permitted by and in compliance with the covenants and conditions of the Indenture. Any execution and delivery of documents pursuant to this Section 13 shall be without recourse to or representati...
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Continuing Security Interest; Assignments Under the Indenture; Release. (a) This Pledge Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Pledgor and the successors and assigns thereof, and shall inure to the benefit of the Notes Collateral Agent and the other Secured Parties and their respective successors, indorsees, transferees and permitted assigns until all the Secured Obligations under the Note Documents shall have been satisfied by payment in full. In addition, the security interests granted hereunder shall terminate and be released, in whole or in part, as to Note Obligations under the Indenture, as provided in the Indenture (including Sections 10.06, 12.03 and 12.09 thereof). (b) In connection with any termination or release pursuant to the foregoing paragraph (a), the 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 release. Any execution and delivery of documents pursuant to this Section 14 shall be without recourse to or warranty by the Notes Collateral Agent.
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Continuing Security Interest; Assignments Under the Indenture; Release. (a) This Security Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Grantor and the successors and assigns thereof and shall inure to the benefit of the Collateral Agent and the other Secured Parties and their respective successors, endorsees, transferees and assigns permitted under the Indenture until the date on which all Obligations (other than, in each case, any contingent indemnity obligations not then due) shall have been satisfied by payment in full (such date, the “Termination Date”), notwithstanding that from time to time during the term of the Indenture, the Grantors may be free from any Obligations. (b) A Grantor shall automatically be released from its obligations hereunder as it relates to the Obligations if it ceases to be a Grantor in accordance with Article Eight and Section 12.08
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Continuing Security Interest; Assignments Under the Indenture; Release. (a) This Security Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Grantor and the successors and assigns thereof and shall inure to the benefit of the Department and its successors, indorsees, transferees and assigns. The security interests granted hereunder shall terminate and be released, in whole or in part, upon the payment in full of the SIB Loan pursuant to the terms of the SIB Loan Agreement. In connection with any termination or release pursuant to paragraph (a), the Department shall execute and deliver to any Grantor, at such Grantor’s reasonable expense, all documents that such Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.2 shall be without recourse to or warranty by the Department.
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Related to Continuing Security Interest; Assignments Under the Indenture; Release

  • Continuing Security Interest; Assignments under the Credit Agreement This Agreement shall create a continuing security interest in the Collateral and shall (a) remain in full force and effect until the latest of (i) the payment in full in cash of the Secured Obligations, (ii) the Termination Date and (iii) the termination or expiration of all Letters of Credit and all Secured Hedge Agreements, (b) be binding upon each Grantor, its successors and assigns and (c) inure, together with the rights and remedies of the Administrative Agent hereunder, to the benefit of the Secured Parties and their respective successors, transferees and assigns. Without limiting the generality of the foregoing clause (c), any Lender Party may assign or otherwise transfer all or any portion of its rights and obligations under the Credit Agreement (including, without limitation, all or any portion of its Commitments, the Advances owing to it and the Note or Notes, if any, held by it) to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Lender Party herein or otherwise, in each case as provided in Section 8.07 of the Credit Agreement.

  • Continuing Security Interest: Assignments under Credit Agreement This Agreement shall create a continuing security interest in the Collateral and shall (a) remain in full force and effect until the Obligations have been paid in full in accordance with the provisions of the Credit Agreement and the Commitments have expired or have been terminated, (b) be binding upon each Grantor, and their respective successors and assigns, and (c) inure to the benefit of, and be enforceable by, Agent, and its successors, transferees and assigns. Without limiting the generality of the foregoing clause (c), any Lender may, in accordance with the provisions of the Credit Agreement, assign or otherwise transfer all or any portion of its rights and obligations under the Credit Agreement to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Lender herein or otherwise. Upon payment in full of the Secured Obligations in accordance with the provisions of the Credit Agreement and the expiration or termination of the Commitments, the Security Interest granted hereby shall terminate and all rights to the Collateral shall revert to Grantors or any other Person entitled thereto. At such time, Agent will authorize the filing of appropriate termination statements to terminate such Security Interests. No transfer or renewal, extension, assignment, or termination of this Agreement or of the Credit Agreement, any other Loan Document, or any other instrument or document executed and delivered by any Grantor to Agent nor any additional Advances or other loans made by any Lender to Borrower, nor the taking of further security, nor the retaking or re-delivery of the Collateral to Grantors, or any of them, by Agent, nor any other act of the Lender Group or the Bank Product Providers, or any of them, shall release any Grantor from any obligation, except a release or discharge executed in writing by Agent in accordance with the provisions of the Credit Agreement. Agent shall not by any act, delay, omission or otherwise, be deemed to have waived any of its rights or remedies hereunder, unless such waiver is in writing and signed by Agent and then only to the extent therein set forth. A waiver by Agent of any right or remedy on any occasion shall not be construed as a bar to the exercise of any such right or remedy which Agent would otherwise have had on any other occasion.

  • Continuing Security Interest; Assignment This Agreement shall create a continuing security interest in the Pledged Collateral and shall (i) be binding upon the Pledgors, their respective successors and assigns and (ii) inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent and the other Secured Parties and each of their respective successors, transferees and assigns. No other persons (including any other creditor of any Pledgor) shall have any interest herein or any right or benefit with respect hereto. Without limiting the generality of the foregoing clause (ii), any Secured Party may assign or otherwise transfer any indebtedness held by it secured by this Agreement to any other person, and such other person shall thereupon become vested with all the benefits in respect thereof granted to such Secured Party, herein or otherwise, subject however, to the provisions of the Indenture. Each of the Pledgors agrees that its obligations hereunder and the security interest created hereunder shall continue to be effective or be reinstated, as applicable, if at any time payment, or any part thereof, of all or any part of the Secured Obligations is rescinded or must otherwise be restored by the Secured Party upon the bankruptcy or reorganization of any Pledgor or otherwise.

  • Continuing Guaranty; Assignments under the Credit Agreement This Guaranty is a continuing guaranty and shall (a) remain in full force and effect until the latest of (i) the payment in full in cash of the Guaranteed Obligations and all other amounts payable under this Guaranty, (ii) the Maturity Date and (iii) the latest date of expiration, termination or Cash Collateralization or provision of Credit Support therefor of all Letters of Credit and the expiration or termination of all Secured Hedge Agreements, (b) be binding upon each Guarantor, its successors and assigns and (c) inure to the benefit of and be enforceable by the Secured Parties and their successors, transferees and assigns. Without limiting the generality of clause (c) of the immediately preceding sentence, any Secured Party may assign or otherwise transfer all or any portion of its rights and obligations under the Credit Agreement (including, without limitation, all or any portion of its Commitments, the Loans owing to it and the Note or Notes held by it) to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Secured Party herein or otherwise, in each case as and to the extent provided in Section 10.07 of the Credit Agreement. Subject to Section 7.04 of the Credit Agreement, no Guarantor shall have the right to assign its rights hereunder or any interest herein without the prior written consent of the Secured Parties.

  • Continuing Security Interest; Termination (a) Except as provided in Section 25(b), this Agreement shall create a continuing security interest in the Collateral and shall (i) remain in full force and effect until the later of the payment or satisfaction in full of the Guaranteed Obligations (other than contingent indemnity obligations) and the termination of each of the Guarantees, (ii) be binding upon the Grantor, its successors and assigns and (iii) except to the extent that the rights of any transferor or assignor are limited by the terms of each of the Guarantees, inure, together with the rights and remedies of the Agent hereunder, to the benefit of the Agent and any of the Holders of Guaranteed Obligations. Nothing set forth herein or in any other Loan Document is intended or shall be construed to give any other Person any right, remedy or claim under, to or in respect of this Agreement or any other Loan Document or any Collateral. The Grantor's successors and assigns shall include, without limitation, a receiver, trustee or debtor-in-possession thereof or therefor. (b) The security interest granted hereby shall terminate and all rights to the Collateral shall revert to the Grantor on the earlier of the date on which (i) the Agent shall have received from each Holder of Guaranteed Obligations written notice that all "Obligations" (as defined in the Collateral Sharing Agreement) owing to such Holder of Guaranteed Obligations have been paid in full or (ii) the Agent shall have received written notice from the Holders of Guaranteed Obligations directing the Agent to release the Collateral and stating that the Holders of Guaranteed Obligations have consented to such release under the terms of the Credit Agreements, the Note Agreements and the Guarantees provided, that no such termination shall occur prior to the payment in full of all of the Agent's "Expenses" (as defined in the Collateral Sharing Agreement). Upon the termination of the security interest, the Grantor shall be entitled to the prompt return, upon its request and at its expense, of such of the Collateral held by the Agent as shall not have been sold or otherwise applied pursuant to the terms hereof and the Agent will, at the Grantor's expense, promptly execute and deliver to the Grantor such other documents as the Grantor shall reasonably request to evidence such termination. In connection with any sales of assets permitted under the Credit Agreements and the Note Agreements, the Agent will promptly release and terminate the liens and security interests granted under this Agreement with respect to such assets.