Release; Termination. (a) Upon any sale, transfer or other disposition of any item of Collateral of the Pledgor in accordance with the terms of the Swap Documents at the direction of or with the consent of MLCS, MLCS will, at the Pledgor’s expense, execute and deliver to the Pledgor such documents as the Pledgor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Specified Event of Default shall have occurred and be continuing, and (ii) the Pledgor shall have delivered to MLCS, at least ten Business Days prior to the date of the proposed release, a written request for release describing the item of Collateral and the terms of the sale, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by MLCS and a certificate of the Pledgor to the effect that the transaction is in compliance with the Swap Documents and as to such other matters as MLCS may request. Notwithstanding the foregoing, MLCS shall release its security interest as required to do so pursuant to the terms of the Amendment to Swap Documents. Promptly, upon any such termination, all rights to the Collateral shall revert to the Pledgor and MLCS shall, at the Pledgor’s expense, (i) return to Pledgor all certificates representing the Pledged Equity along with any related endorsements and (ii) execute and deliver to the Pledgor such documents and take such actions as the Pledgor shall reasonably request to evidence such termination to effect the release of its security interests hereunder. (b) Upon the complete termination of all Confirmation Letters and the payment in full of the Pledgor’s obligations with respect thereto under the Swap Documents or a release of the security interest pursuant to the terms of the Amendment to Swap Documents, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the Pledgor. Promptly, upon any such termination, MLCS shall, at the Pledgor’s expense, (i) return to Pledgor all certificates representing the Pledged Equity along with any related endorsements and (ii) execute and deliver to the Pledgor such documents and take such actions as the Pledgor shall reasonably request to evidence such termination to effect the release of its security interests hereunder.
Appears in 2 contracts
Sources: Pledge Agreement (Municipal Mortgage & Equity LLC), Pledge Agreement (Municipal Mortgage & Equity LLC)
Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor permitted by, and in accordance with, the Pledgor terms of the Loan Documents to any Person other than a Loan Party or upon the effectiveness of any consent to the release of the security interest granted hereby in any Collateral pursuant to Section 9.11 of the Credit Agreement, the Lien created under this Agreement on such Collateral (but not on any Proceeds thereof) shall automatically terminate; provided that, with respect to any Collateral that is also subject to any Lien securing any Junior Financing, the Lien created under this Agreement shall not terminate unless the Lien securing such Junior Financing is (or is simultaneously) terminated. Upon the release of any Grantor from its Guaranty, if any, in accordance with the terms of the Swap Documents at Loan Documents, the direction Lien created under this Agreement on the Collateral of or with the consent of MLCS, MLCS such Grantor shall automatically terminate and such Grantor shall automatically be released from its obligations hereunder. The Administrative Agent will, at the Pledgor’s such Grantor's expense, execute and deliver to the Pledgor such Grantor such documents as the Pledgor such Grantor shall reasonably request to evidence the any release of the Lien created under this Agreement on any Collateral pursuant to this Section 21(a); provided that such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Specified Event of Default shall have occurred and be continuing, and (ii) the Pledgor Grantor shall have delivered to MLCS, at least ten Business Days prior to the date of the proposed release, Administrative Agent a written request for release therefor describing the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by MLCS and a certificate of the Pledgor such Grantor to the effect that the transaction is in compliance with the Swap Loan Documents and as to such other matters as MLCS the Administrative Agent may request. Notwithstanding the foregoing, MLCS The Administrative Agent shall release its security interest as required be authorized to do so pursuant to the terms of the Amendment to Swap Documents. Promptly, upon rely on any such termination, all rights to the Collateral shall revert to the Pledgor and MLCS shall, at the Pledgor’s expense, (i) return to Pledgor all certificates representing the Pledged Equity along with any related endorsements and (ii) execute and deliver to the Pledgor such documents and take such actions as the Pledgor shall reasonably request to evidence such termination to effect the release of its security interests hereundercertificate without independent investigation.
(b) Upon the complete termination latest of all Confirmation Letters and (i) the payment in full in cash of the Pledgor’s obligations Secured Obligations other than Obligations with respect thereto under to Secured Hedge Agreements and Cash Management Obligations not yet due and payable, (ii) the Swap Documents Maturity Date and (iii) the termination or expiration of all Letters of Credit or other provision therefor in full in a release of the security interest pursuant manner reasonably satisfactory to the terms of the Amendment to Swap DocumentsL/C Issuer, the pledge and security interest granted hereby Lien on all Collateral created under this Agreement shall terminate and all rights to the Collateral shall revert to the Pledgorapplicable Grantor. Promptly, upon Upon any such termination, MLCS shallthe Administrative Agent will, at the Pledgor’s applicable Grantor's expense, (i) return to Pledgor all certificates representing the Pledged Equity along with any related endorsements and (ii) execute and deliver to the Pledgor such Grantor such documents and take as such actions as the Pledgor Grantor shall reasonably request to evidence such termination to effect the release of its security interests hereundertermination.
Appears in 2 contracts
Sources: Security Agreement (Refco Information Services, LLC), Security Agreement (Refco Inc.)
Release; Termination. Upon the earlier of (a) Upon any sale, transfer or other disposition the later of any item of Collateral of the Pledgor in accordance with the terms of the Swap Documents at the direction of or with the consent of MLCS, MLCS will, at the Pledgor’s expense, execute and deliver to the Pledgor such documents as the Pledgor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at payment in full, in cash, of the time of such request Secured Obligations then due and such release no Specified Event of Default shall have occurred and be continuing, payable and (ii) the Pledgor Termination Date and (b) the consummation of any sale or foreclosure in respect of any of the Collateral conducted by or under the direction of the Collateral Agent, the security interest granted by this Article VII shall have delivered to MLCSautomatically terminate and the Collateral shall automatically be released from such security interest but, at least ten Business Days prior in the case of the foregoing clause (b), only to the date extent of the proposed releaseCollateral disposed of in such transaction, a written request for release describing and only following the item receipt by the Collateral Agent of the proceeds of such disposition, and the Collateral Agent, on behalf of the Lender Parties, shall enter into such documentation as may be reasonably requested by the purchaser of such Collateral and reasonably acceptable to the terms Collateral Agent in order to evidence such release. Upon the earlier date referred to in the first sentence, the Borrower shall be entitled to the return, upon its request and at its expense, of such of the sale, transfer Collateral as shall not have been sold or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by MLCS and a certificate of the Pledgor to the effect that the transaction is in compliance with the Swap Documents and as to such other matters as MLCS may request. Notwithstanding the foregoing, MLCS shall release its security interest as required to do so otherwise applied pursuant to the terms hereof and the Collateral Agent will, on behalf of the Amendment to Swap Documents. PromptlyLender Parties, upon any enter into and deliver such terminationdocumentation as shall be reasonably requested by the Borrower, all rights and as may be reasonably acceptable to the Collateral shall revert Agent, to evidence such release, including UCC termination statements and such notices as the Pledgor and MLCS shallBorrower may reasonably request, at the PledgorBorrower’s expense, (i) return to Pledgor all certificates representing the Pledged Equity along with any related endorsements and (ii) execute and deliver to the Pledgor such documents and take such actions as the Pledgor shall reasonably request to evidence such termination to effect and confirm the release of its security interests hereunder.
(b) Upon the complete termination of all Confirmation Letters and the payment in full of the Pledgor’s obligations with respect thereto under the Swap Documents or a release discharge of the security interest granted by this Article VII. In the event that the Collateral Agent is required to refund any amounts to the Borrower pursuant to the terms of the Amendment to Swap DocumentsSection 2.11(b), the pledge and amounts that are so refunded shall automatically be released from the security interest granted hereby by this Article VII and the Collateral Agent, on behalf of the Lender Parties, shall terminate enter into such documentation as may be reasonably requested by the Borrower and all rights reasonably acceptable to the Collateral shall revert to the Pledgor. Promptly, upon any such termination, MLCS shall, at the Pledgor’s expense, (i) return to Pledgor all certificates representing the Pledged Equity along with any related endorsements and (ii) execute and deliver to the Pledgor such documents and take such actions as the Pledgor shall reasonably request Agent in order to evidence such termination to effect release, all at the release expense of its security interests hereunderthe Borrower.
Appears in 2 contracts
Sources: Facility and Security Agreement (Dynegy Inc.), Facility and Security Agreement (Dynegy Holdings Inc)
Release; Termination. (a) Upon any sale, transfer or other disposition of any item of Collateral of the Pledgor in accordance with by any Grantor that is permitted under the terms of the Swap Documents Purchase Agreement and the Notes and is not otherwise prohibited under the Purchase Agreement or the Notes, the security interests granted under this Agreement by such Grantor in such Collateral shall terminate and be released. The Company shall provide the Collateral Agent of a written certification that such release has occurred in accordance with such provisions (which written certification the Collateral Agent shall be entitled to rely conclusively without further inquiry), and the Collateral Agent will at the direction of Grantor’s request and expense deliver to such Grantor all notes and other instruments representing any Pledged Debt, Receivables or with the consent of MLCSother Collateral so released, MLCS and Collateral Agent will, at the Pledgorsuch Grantor’s expense, promptly execute and deliver to the Pledgor such Grantor such documents as the Pledgor such Grantor shall reasonably request in writing to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Specified Event of Default shall have occurred and be continuing, and (ii) the Pledgor shall have delivered to MLCS, at least ten Business Days prior to the date of the proposed release, a written request for release describing the item of Collateral and the terms of the sale, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by MLCS and a certificate of the Pledgor to the effect that the transaction is in compliance with the Swap Documents and as to such other matters as MLCS may request. Notwithstanding the foregoing, MLCS shall release its security interest as required to do so pursuant to the terms of the Amendment to Swap Documents. Promptly, upon any such termination, all rights to the Collateral shall revert to the Pledgor and MLCS shall, at the Pledgor’s expense, (i) return to Pledgor all certificates representing the Pledged Equity along with any related endorsements and (ii) execute and deliver to the Pledgor such documents and take such actions as the Pledgor shall reasonably request to evidence such termination to effect the release of its security interests hereunder.
(b) Upon the complete termination earlier of all Confirmation Letters and (i) the payment in full of the Pledgor’s obligations with respect thereto under the Swap Documents or a release all of the security interest pursuant to Obligations (other than any contingent indemnification obligations not then due and payable) and (ii) the terms satisfaction and discharge of the Amendment Purchase Agreement and the Notes, in each case, in accordance with their terms, this Agreement and all obligations (other than those expressly stated to Swap Documentssurvive such termination) of the Collateral Agent and each Grantor hereunder shall automatically terminate, the pledge and security interest granted hereby 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 PledgorGrantors. Promptly, upon At the request and sole expense of any Grantor following any such termination, MLCS shallthe Collateral Agent shall promptly deliver to such Grantor any Collateral held by the Collateral Agent hereunder, at the Pledgor’s expense, (i) return to Pledgor all certificates representing the Pledged Equity along with any related endorsements and (ii) promptly execute and deliver to the Pledgor such Grantor such documents and take as such actions as the Pledgor Grantor shall reasonably request in writing to evidence such termination to effect the release of its security interests hereundertermination.
Appears in 2 contracts
Sources: Security Agreement (New Era Helium Inc.), Security Agreement (New Era Helium Inc.)
Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of the Pledgor any Grantor in accordance with the terms of the Swap Documents at Loan Documents, the direction pledge and security interest granted hereby in such Collateral shall automatically be released. Upon any sale, lease, transfer or other disposition of or any item of Collateral of any Grantor in accordance with the consent terms of MLCSthe Loan Documents (other than sales of Inventory in the ordinary course of business), MLCS the Collateral Agent will, at the Pledgorsuch Grantor’s expense, execute and deliver to the Pledgor such Grantor such documents as the Pledgor such Grantor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Specified Event of Default shall have occurred and be continuing, and (ii) the Pledgor Grantor shall have delivered to MLCSthe Collateral Agent, at least ten two Business Days prior to the date of the proposed release, a written request for release describing with details reasonably satisfactory to the item of Collateral and the terms of the sale, transfer or other disposition in reasonable detail, Agent (including, without limitation, the price thereof and any expenses in connection therewithitems of Collateral being released), together with a form of release for execution by MLCS the Collateral Agent and a certificate of the Pledgor such Grantor to the effect that the transaction is in compliance with the Swap Loan Documents and as to such other matters as MLCS may request. Notwithstanding the foregoing, MLCS shall release its security interest as required to do so pursuant to the terms of the Amendment to Swap Documents. Promptly, upon any such termination, all rights to the Collateral shall revert to the Pledgor and MLCS shall, at the Pledgor’s expense, (i) return to Pledgor all certificates representing the Pledged Equity along with any related endorsements and (ii) execute and deliver the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.07 of the Credit Agreement shall, to the Pledgor such documents extent so required, be paid or made to, or in accordance with the instructions of, the Collateral Agent when and take such actions as required under Section 2.07 of the Pledgor shall reasonably request to evidence such termination to effect the release of its security interests hereunderCredit Agreement.
(b) Upon the complete termination of all Confirmation Letters and the payment in full of the Pledgor’s obligations with respect thereto under the Swap Documents or a release of the security interest pursuant to the terms of the Amendment to Swap DocumentsSecurity Termination Date, the pledge and security interest granted hereby shall automatically terminate and all rights to the Collateral shall revert to the Pledgorapplicable Grantor. Promptly, upon Upon any such termination, MLCS shallthe Collateral Agent will, at the Pledgorapplicable Grantor’s expense, (i) return to Pledgor all certificates representing the Pledged Equity along with any related endorsements and (ii) execute and deliver to the Pledgor such Grantor such documents and take as such actions as the Pledgor Grantor shall reasonably request to evidence such termination to effect the release of its security interests hereundertermination.
Appears in 1 contract
Sources: Credit Agreement (Polycom Inc)
Release; Termination. (a) Upon any sale, transfer or other disposition of any item of Collateral of the Pledgor any Grantor permitted by, and in accordance with with, the terms of the Swap Loan Documents at to a Person that is not a Loan Party or in connection with any other release of the direction Liens on the Collateral provided for in Section 9.11 of or with the consent of MLCSCredit Agreement, MLCS such Collateral shall be automatically and without further action released from the security interests created by this Agreement. The Collateral Agent will, at the Pledgorsuch Grantor’s expense, execute and deliver without recourse and without any representation or warranty of any kind (either express or implied) to the Pledgor such Grantor such documents as the Pledgor such Grantor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at upon the time of such request and such release no Specified Event of Default shall have occurred and be continuingCollateral Agent’s reasonable request, and (ii) the Pledgor Borrower shall have delivered to MLCS, at least ten Business Days prior to the date of the proposed release, a written request for release describing the item of Collateral Administrative Agent and the terms of the sale, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by MLCS and Collateral Agent a certificate of a Responsible Officer of the Pledgor Borrower to the effect that the transaction release is in compliance with the Swap Loan Documents (on which certificate the Administrative Agent and as to such other matters as MLCS may request. Notwithstanding the foregoing, MLCS shall release its security interest as required to do so pursuant to the terms of the Amendment to Swap Documents. Promptly, upon any such termination, all rights to the Collateral shall revert to the Pledgor and MLCS shall, at the Pledgor’s expense, (i) return to Pledgor all certificates representing the Pledged Equity along with any related endorsements and (ii) execute and deliver to the Pledgor such documents and take such actions as the Pledgor shall reasonably request to evidence such termination to effect the release of its security interests hereunderAgent may conclusively rely).
(ba) Upon the complete termination of all Confirmation Letters the Aggregate Commitments and the payment in full in cash of the Pledgor’s Secured Obligations (other than (A) contingent indemnification obligations with respect thereto as to which no claim has been asserted and (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements) and the Swap Documents termination or a release expiration without any pending drawing of the security interest pursuant all Letters of Credit (other than Letters of Credit which have been Cash Collateralized or as to which arrangements satisfactory to the terms L/C Issuer that issued such Letters of the Amendment to Swap DocumentsCredit shall have been made), the pledge and security interest interests granted hereby shall automatically terminate and all rights to the Collateral shall revert to the Pledgorapplicable Grantor. Promptly, upon Upon any such termination, MLCS shallthe Collateral Agent will, at the Pledgorapplicable Grantor’s expense, (i) return to Pledgor all certificates representing the Pledged Equity along with any related endorsements and (ii) execute and deliver without recourse and without any representation or warranty of any kind (either express or implied) to the Pledgor such Grantor such documents and take as such actions as the Pledgor Grantor shall reasonably request to evidence such termination to effect the release of its security interests hereundertermination.
Appears in 1 contract
Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor permitted by, and in accordance with, the Pledgor terms of the Loan Documents to any Person other than Holdings, the Company or any Domestic Subsidiary that is a Restricted Subsidiary or upon the effectiveness of any consent to the release of the security interest granted hereby in any Collateral pursuant to Section 9.11 of the Credit Agreement, the Lien created under this Agreement on such Collateral (but not on any Proceeds thereof) shall automatically terminate. Upon the release of any Grantor from its Guaranty, if any, in accordance with the terms of the Swap Documents at Loan Documents, the direction Lien created under this Agreement on the Collateral of or with the consent of MLCS, MLCS such Grantor shall automatically terminate and such Grantor shall automatically be released from its obligations hereunder. The Administrative Agent will, at the Pledgor’s such Grantor's expense, execute and deliver to the Pledgor such Grantor such documents as the Pledgor such Grantor shall reasonably request to evidence the any release of the Lien created under this Agreement on any Collateral pursuant to this Section 20(a); provided that such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Specified Event of Default shall have occurred and be continuing, and (ii) the Pledgor Grantor shall have delivered to MLCS, at least ten Business Days prior to the date of the proposed release, Administrative Agent a written request for release therefor describing the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by MLCS and a certificate of the Pledgor such Grantor to the effect that the transaction is in compliance with the Swap Loan Documents and as to such other matters as MLCS the Administrative Agent may request. Notwithstanding the foregoing, MLCS The Administrative Agent shall release its security interest as required be authorized to do so pursuant to the terms of the Amendment to Swap Documents. Promptly, upon rely on any such termination, all rights to the Collateral shall revert to the Pledgor and MLCS shall, at the Pledgor’s expense, (i) return to Pledgor all certificates representing the Pledged Equity along with any related endorsements and (ii) execute and deliver to the Pledgor such documents and take such actions as the Pledgor shall reasonably request to evidence such termination to effect the release of its security interests hereundercertificate without independent investigation.
(b) Upon the complete termination latest of all Confirmation Letters and (i) the payment in full in cash of the Pledgor’s obligations Secured Obligations other than Obligations with respect thereto under to Secured Hedge Agreements and Cash Management Obligations not yet due and payable and contingent indemnification obligations not yet accrued and payable, (ii) the Swap Documents Maturity Date and (iii) the cash collateralization or a release of the security interest pursuant back-stop (on terms reasonably satisfactory to the terms Administrative Agent), termination or expiration of the Amendment to Swap Documentsall Letters of Credit, the pledge and security interest granted hereby Lien on all Collateral created under this Agreement shall terminate and all rights to the Collateral shall revert to the Pledgorapplicable Grantor. Promptly, upon Upon any such termination, MLCS shallthe Administrative Agent will, at the Pledgor’s applicable Grantor's expense, (i) return to Pledgor all certificates representing the Pledged Equity along with any related endorsements and (ii) execute and deliver to the Pledgor such Grantor such documents and take as such actions as the Pledgor Grantor shall reasonably request to evidence such termination to effect the release of its security interests hereundertermination.
Appears in 1 contract
Sources: Security Agreement (UGS PLM Solutions Asia/Pacific INC)
Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of the Pledgor any Grantor permitted by, and in accordance with with, the terms of the Swap Loan Documents (other than to another Loan Party or to a Person becoming or required to become a Loan Party at the direction time of such sale, lease, transfer or other disposition (or within the 30- or 60-day time periods provided for in Section 6.12 of the Credit Agreement)) (such sale, lease, transfer or other disposition, a “Collateral Disposition”), assignment, pledge and security interest granted hereby with respect to such collateral shall automatically terminate and all rights to such Collateral shall revert to such Grantor and the consent of MLCS, MLCS Administrative Agent will, at the Pledgorsuch Grantor’s expense, execute and deliver to the Pledgor such Grantor such documents as the Pledgor such Grantor shall reasonably request to evidence the release of such item of Collateral from the assignment assignment, pledge and security interest granted hereby; provided, however, that (i) at that, if requested by the time of Administrative Agent, such request and such release no Specified Event of Default shall have occurred and be continuing, and (ii) the Pledgor Grantor shall have delivered to MLCS, at least ten Business Days prior to the date of the proposed release, Administrative Agent a written request for release describing the item of Collateral and the terms of the salerelease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by MLCS and a certificate of the Pledgor such Grantor to the effect that the transaction is in compliance with the Swap Loan Documents and as to such other matters supporting information as MLCS the Administrative Agent may reasonably request. Notwithstanding For purposes of the foregoing, MLCS shall release its security interest if any Grantor becomes an Excluded Subsidiary or ceases to be a Restricted Subsidiary, in each case as required to do so a result of a transaction permitted under the Loan Documents, such occurrence (but, in the case of a Grantor that becomes an Excluded Subsidiary pursuant to the terms clause (d) of the Amendment to Swap Documents. Promptlydefinition thereof, only upon any the request of the Borrower) shall be deemed a Collateral Disposition of such terminationGrantor and all Collateral of such Grantor, all rights entitled to the Collateral shall revert to benefits of the Pledgor and MLCS shall, at the Pledgor’s expense, (i) return to Pledgor all certificates representing the Pledged Equity along with any related endorsements and (ii) execute and deliver to the Pledgor such documents and take such actions as the Pledgor shall reasonably request to evidence such termination to effect the release of its security interests hereunderforegoing provisions.
(b) Upon the complete termination of all Confirmation Letters the Aggregate Commitments and the payment in full in cash of the Pledgor’s Secured Obligations (other than contingent indemnification obligations with respect thereto under the Swap Documents or a release of the security interest pursuant as to the terms of the Amendment to Swap Documentswhich no claim has been asserted), the assignment, pledge and security interest granted hereby shall automatically terminate and all rights to the Collateral shall revert to the Pledgorapplicable Grantor. Promptly, upon Upon any such termination, MLCS shallthe Administrative Agent will, at the Pledgorapplicable Grantor’s expense, (i) return to Pledgor all certificates representing the Pledged Equity along with any related endorsements and (ii) execute and deliver to the Pledgor such Grantor such documents and take as such actions as the Pledgor Grantor shall reasonably request to evidence such termination to effect the release of its security interests hereundertermination.
Appears in 1 contract
Sources: Second Lien Security Agreement (Syniverse Holdings Inc)
Release; Termination. (a) Upon any sale, transfer or other disposition of any item of Collateral of the Pledgor any Grantor permitted by, and in accordance with with, the terms of the Swap Loan Documents at to a Person that is not a Loan Party or in connection with any other release of the direction Liens on the Collateral provided for in Section 9.11 of or with the consent of MLCSCredit Agreement, MLCS the Collateral Agent will, at the Pledgorsuch Grantor’s expense, execute and deliver without recourse and without any representation or warranty of any kind (either express or implied) to the Pledgor such Grantor such documents as the Pledgor such Grantor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Specified Event of Default shall have occurred and be continuing, and (ii) the Pledgor Grantor shall have delivered to MLCS, at least ten Business Days prior to the date of the proposed release, Collateral Agent a written request for release describing the item of Collateral and the terms of the sale, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewithrelease, together with a form of release for execution by MLCS and the Collateral Agent, a certificate of the Pledgor such Grantor to the effect that the transaction is in compliance with the Swap Loan Documents and as to such other matters supporting information as MLCS may request. Notwithstanding the foregoing, MLCS shall release its security interest as required to do so pursuant to the terms of the Amendment to Swap Documents. Promptly, upon any such termination, all rights to the Collateral shall revert to the Pledgor and MLCS shall, at the Pledgor’s expense, (i) return to Pledgor all certificates representing the Pledged Equity along with any related endorsements and (ii) execute and deliver to the Pledgor such documents and take such actions as the Pledgor shall Agent may reasonably request to evidence such termination to effect the release of its security interests hereunderrequest.
(b) Upon the complete termination of all Confirmation Letters the Aggregate Commitments and the payment in full in cash of the Pledgor’s Secured Obligations (other than (A) contingent indemnification obligations with respect thereto as to which no claim has been asserted and (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements) and the Swap Documents termination or a release expiration of the security interest pursuant to the terms all Letters of the Amendment to Swap DocumentsCredit (other than Letters of Credit which have been Cash Collateralized), the pledge and security interest interests granted hereby shall automatically terminate and all rights to the Collateral shall revert to the Pledgorapplicable Grantor. Promptly, upon Upon any such termination, MLCS shallthe Collateral Agent will, at the Pledgorapplicable Grantor’s expense, (i) return to Pledgor all certificates representing the Pledged Equity along with any related endorsements and (ii) execute and deliver to the Pledgor such Grantor such documents and take as such actions as the Pledgor Grantor shall reasonably request to evidence such termination to effect the release of its security interests hereundertermination.
Appears in 1 contract
Sources: Credit Agreement (Ortho Clinical Diagnostics Holdings PLC)
Release; Termination. (a) Upon any sale, transfer or other disposition Disposition of any item of Collateral of the Pledgor any Grantor in accordance with the terms Section 7.05 of the Swap Documents at Credit Agreement, the direction of or with the consent of MLCS, MLCS Administrative Agent will, at the Pledgorsuch Grantor’s expenseexpense and without any representations, warranties or recourse of any kind whatsoever, promptly execute and deliver to the Pledgor such Grantor such documents as the Pledgor such Grantor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Specified Event of Default shall have occurred and be continuing, and (ii) the Pledgor Grantor shall have delivered to MLCSthe Administrative Agent, at least ten five Business Days prior to the date of the proposed releaserelease (or such shorter time to which Administrative Agent may consent), a written request for release describing the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, including the price thereof and any expenses in connection therewith, together with a form of release for execution by MLCS the Administrative Agent (which release shall be in form and substance reasonably satisfactory to the Administrative Agent) and a certificate of the Pledgor such Grantor to the effect that the transaction is in compliance with the Swap Documents Loan Documents.
(b) Upon the Termination Date for any Grantor, the pledge, assignment and as to such other matters as MLCS may request. Notwithstanding the foregoing, MLCS shall release its security interest as required to do so pursuant to the terms of the Amendment to Swap Documents. Promptly, upon any granted by such termination, Grantor hereunder shall automatically terminate and all rights to the Collateral of such Grantor shall revert to such Grantor. Upon any such termination, the Pledgor and MLCS shallAdministrative Agent will, at the Pledgorapplicable Grantor’s expenseexpense and without any representations, (i) return to Pledgor all certificates representing the Pledged Equity along with warranties or recourse of any related endorsements and (ii) kind whatsoever, promptly execute and deliver to the Pledgor such Grantor such documents and take as such actions as the Pledgor Grantor shall reasonably request to evidence such termination to effect the release of its security interests hereunder.
(b) Upon the complete termination of all Confirmation Letters and the payment in full of the Pledgor’s obligations with respect thereto under the Swap Documents or a release of the security interest pursuant to the terms of the Amendment to Swap Documents, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the Pledgor. Promptly, upon any such termination, MLCS shall, at the Pledgor’s expense, (i) return to Pledgor all certificates representing the Pledged Equity along with any related endorsements and (ii) execute and deliver to such Grantor all Pledged Securities, Instruments, Tangible Chattel Paper and negotiable documents representing or evidencing the Pledgor Collateral of such documents and take such actions as Grantor then held by the Pledgor shall reasonably request to evidence such termination to effect the release of its security interests hereunderAdministrative Agent.
Appears in 1 contract
Sources: Pledge and Security Agreement (Internap Network Services Corp)
Release; Termination. (a) Upon any sale, transfer or other disposition redemption of any item of Collateral of the Pledgor Security Collateral in accordance with the terms of the Swap Documents at Loan Documents, the direction of or with the consent of MLCS, MLCS Collateral Agent will, at the Pledgor’s expense, execute and deliver to the Pledgor such documents as the Pledgor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; , subject to Section 10(a)(ii), provided, however, that (i) at the time of such request and such release no Specified Event of Default shall have occurred and be continuing, and (ii) the Pledgor shall have delivered to MLCS, at least ten Business Days prior to the date of the proposed release, Collateral Agent a written request for release describing the item of Collateral and the terms of the sale, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewithsuch partial redemption, together with a form of release for execution by MLCS the Collateral Agent and a certificate of the Pledgor to the effect that the transaction is in compliance with the Swap Loan Documents and as to such other matters as MLCS the Collateral Agent may request. Notwithstanding request and (iii) the foregoingproceeds of any such redemption required to be applied, MLCS shall release its or any payment to be made in connection therewith, in accordance with Section 2.05 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Collateral Agent when and as required under Section 2.05 of the Credit Agreement.
(b) Upon the conversion of any Pledged Equity into Cayco Shares on the Termination Date pursuant to Section 10(a)(i), the pledge and security interest as required to do so pursuant to the terms granted hereby in respect of the Amendment to Swap DocumentsPledged Equity so converted and the Cayco Shares issued as a result of such conversion shall automatically terminate. Promptly, upon Upon any such termination, all rights to the Collateral shall revert to the Pledgor and MLCS shallAgent will, at the Pledgor’s expense, (i) return to Pledgor all certificates representing the Pledged Equity along with any related endorsements and (ii) execute and deliver to the Pledgor such documents and take such actions as the Pledgor shall reasonably request to evidence such termination to effect the release of its security interests hereundertermination.
(bc) Upon the complete repayment of the Secured Obligations and the termination of all Confirmation Letters and the payment in full of Commitments on the Pledgor’s obligations with respect thereto under the Swap Documents or a release of the security interest pursuant to the terms of the Amendment to Swap DocumentsTermination Date, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the Pledgor. Promptly, upon Upon any such termination, MLCS shallthe Collateral Agent will, at the Pledgor’s expense, (i) return to Pledgor all certificates representing the Pledged Equity along with any related endorsements and (ii) execute and deliver to the Pledgor such documents and take such actions as the Pledgor shall reasonably request to evidence such termination to effect the release of its security interests hereundertermination.
Appears in 1 contract
Release; Termination. (a) Upon any sale, transfer or other disposition the release of any item of Collateral of the Pledgor any Grantor in accordance with the terms Section 12.03 of the Swap Documents at Indenture, the direction of or with the consent of MLCS, MLCS Collateral Agent will, at the Pledgorsuch Grantor’s expenseexpense and without any representations, warranties or recourse of any kind whatsoever, execute and deliver to the Pledgor such Grantor such documents as the Pledgor such Grantor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Specified Event of Default shall have occurred and be continuing, and (ii) the Pledgor Grantor shall have delivered to MLCSthe Collateral Agent, at least ten five Business Days prior to the date of the proposed release, a written request for release describing the item of Collateral and and, if applicable, the terms of the sale, lease, transfer or other disposition giving rise to such release in reasonable detail, including, without limitation, including the price thereof and any expenses in connection therewith, together with a form of release for execution by MLCS the Collateral Agent (which release shall be in form and substance reasonably satisfactory to the Collateral Agent) and a certificate of the Pledgor such Grantor to the effect that the transaction is in compliance with the Swap Security Documents and the Indenture and as to such other matters as MLCS the Collateral Agent may request. Notwithstanding reasonably request and (ii) the foregoingproceeds of any such sale, MLCS shall lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 4.07 of the Indenture shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Collateral Agent when and as required under Section 4.07 of the Indenture.
(b) Upon the release its of any Grantor pursuant to Section 10.05 of the Indenture, the pledge, assignment and security interest as required to do so pursuant to the terms of the Amendment to Swap Documents. Promptly, upon any granted by such termination, Grantor hereunder shall automatically terminate and all rights to the Collateral of such Grantor shall revert to such Grantor. Upon any such termination, the Pledgor and MLCS shallCollateral Agent will, at the Pledgorapplicable Grantor’s expenseexpense and without any representations, (i) return to Pledgor all certificates representing the Pledged Equity along with warranties or recourse of any related endorsements and (ii) kind whatsoever, execute and deliver to the Pledgor such Grantor such documents and take as such actions as the Pledgor Grantor shall reasonably request to evidence such termination to effect the release of its security interests hereunder.
(b) Upon the complete termination of all Confirmation Letters and the payment in full of the Pledgor’s obligations with respect thereto under the Swap Documents or a release of the security interest pursuant to the terms of the Amendment to Swap Documents, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the Pledgor. Promptly, upon any such termination, MLCS shall, at the Pledgor’s expense, (i) return to Pledgor all certificates representing the Pledged Equity along with any related endorsements and (ii) execute and deliver to such Grantor all Pledged Securities, Instruments, Tangible Chattel Paper and negotiable documents representing or evidencing the Pledgor Collateral of such documents and take such actions as Grantor then held by the Pledgor shall reasonably request to evidence such termination to effect the release of its security interests hereunderCollateral Agent.
Appears in 1 contract
Sources: Second Lien Pledge and Security Agreement (Cenveo, Inc)
Release; Termination. (a) Upon At such time as the Obligations (other than any salecontingent indemnification Obligations for which no demand has been made and any Obligations owing to a Non-Lender Secured Party) then due and owing shall have been paid in full, transfer the Commitments under the Credit Agreement have been terminated and no Letters of Credit shall be outstanding (except for Letters of Credit that have been cash collateralized or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent), all Collateral shall be automatically released from the Liens created hereby, and this Security Agreement and all obligations (other disposition than those expressly stated to survive such termination) of the Collateral Agent and each Grantor shall automatically terminate, all without delivery of any item instrument or performance of Collateral of the Pledgor in accordance with the terms of the Swap Documents at the direction of or with the consent of MLCSany act by any party, MLCS will, at the Pledgor’s expense, execute and deliver to the Pledgor such documents as the Pledgor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Specified Event of Default shall have occurred and be continuing, and (ii) the Pledgor shall have delivered to MLCS, at least ten Business Days prior to the date of the proposed release, a written request for release describing the item of Collateral and the terms of the sale, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by MLCS and a certificate of the Pledgor to the effect that the transaction is in compliance with the Swap Documents and as to such other matters as MLCS may request. Notwithstanding the foregoing, MLCS shall release its security interest as required to do so pursuant to the terms of the Amendment to Swap Documents. Promptly, upon any such termination, all rights to the Collateral shall revert to the Pledgor and MLCS shall, at the Pledgor’s expense, (i) return to Pledgor all certificates representing the Pledged Equity along with any related endorsements and (ii) execute and deliver to the Pledgor such documents and take such actions as the Pledgor shall reasonably request to evidence such termination to effect the release of its security interests hereunder.
(b) Upon the complete termination of all Confirmation Letters and the payment in full of the Pledgor’s obligations with respect thereto under the Swap Documents or a release of the security interest pursuant to the terms of the Amendment to Swap Documents, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the Pledgorapplicable Grantor. Promptly, upon At the request and sole expense of any Grantor following any such termination, MLCS shallthe Collateral Agent shall promptly execute, at the Pledgor’s expense, (i) return to Pledgor all certificates representing the Pledged Equity along with any related endorsements and (ii) execute acknowledge and deliver to the Pledgor such Grantor such releases, instruments or other documents (including without limitation UCC termination statements), and take do or cause to be done all other acts, as such actions as the Pledgor Grantor shall reasonably request to evidence such termination.
(b) Upon any Permitted Disposition of Collateral (whether by way of the sale of assets or the sale of Capital Stock of a Grantor of Collateral) of the type described in items (1), (2) (provided the requirements set forth in the first proviso to such section are satisfied), (4) and (5) of the definition of “Permitted Disposition” or any other type of Permitted Disposition involving divestiture of any Grantor’s title to the related Collateral under the Credit Agreement, the Lien pursuant to this Security Agreement on such sold or disposed of Collateral shall be automatically released. In connection with any other Disposition of Collateral not covered by the preceding sentence (whether by way of the sale of assets or the sale of Capital Stock of a Grantor of such Collateral) permitted under the Credit Agreement, the Collateral Agent shall, upon receipt from such Grantor of a written request for the release of the Collateral subject to such sale or other disposition (or in the case of a sale of Capital Stock of such Grantor, the release of such Grantor’s Collateral), at such Grantor’s sole cost and expense, promptly execute, acknowledge and deliver to such Grantor such releases, instruments or other documents (including without limitation UCC termination statements and any amendment or modification of this Security Agreement pursuant to a Security Supplement or otherwise), and do or cause to be done all other acts, as such Grantor shall reasonably request to evidence or effect the release of the Liens created hereby (if any) on such Collateral.
(c) If the Borrower or any other Grantor requests release documentation with respect to any Collateral released as provided in this Section 11, including without limitation UCC termination statements, any amendment or modification of this Security Agreement pursuant to a Security Supplement or otherwise, or other release-related documentation, the Borrower or other Grantor requesting such documentation shall deliver to the Collateral Agent an Officer’s Certificate stating that the release of such Grantor’s respective Collateral that is to be evidenced by such UCC termination statements or other instruments is permitted pursuant to this Section 11 and the relevant provisions of the Credit Agreement (provided that an Officer’s Certificate delivered to the Collateral Agent pursuant to Section 6.09(c) of the Credit Agreement shall be deemed to satisfy the requirements of this clause (c)). The Collateral Agent shall have no liability whatsoever to any Secured Party as the result of any release of Collateral by it as permitted by this Section 11.
(d) Upon the release of any Grantor from its guarantee of the Obligations pursuant to Section 9.05 (a) or (b) of the Credit Agreement, such Grantor shall cease to be a Grantor hereunder and the items of Collateral owned by such Grantor shall be released from the Lien and security interests hereunderinterest granted hereby, and in connection therewith, the Collateral Agent will, at the applicable Grantor’s sole expense and cost, promptly execute, acknowledge and deliver to such Grantor such releases, instruments or other documents (including without limitation UCC termination statements and any amendment or modification of this Security Agreement pursuant to a Security Supplement or otherwise), and do or cause to be done all other acts, as such Grantor shall reasonably request to evidence or effect the release of the Liens created hereby (if any) on such Collateral.
(e) The Liens on any Account Collateral that is withdrawn from any Account (in each case, in compliance with the Credit Agreement) prior to receipt of a Notice of Exclusive Control (as defined in the applicable Account Control Agreement) by the Securities Intermediary (as defined in the Account Control Agreement) or after receipt of a Rescission Notice (as defined in the Account Control Agreement) by the Securities Intermediary shall be automatically released upon such withdrawal.
Appears in 1 contract
Sources: Credit and Guaranty Agreement (American Airlines Inc)
Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of the Pledgor any Grantor in accordance with the terms of the Swap Collateral Documents at (other than sales of Inventory in the direction ordinary course of or with business), the consent of MLCS, MLCS will, at the Pledgor’s expense, execute and applicable Grantor may deliver to the Pledgor such documents Collateral Trustee a Notice of Partial Release (as defined in the Pledgor shall reasonably request to evidence Collateral Trust Agreement) and, upon satisfaction of the release conditions set forth in Section 8.01 of such item of the Collateral from Trust Agreement, the assignment and security interest granted hereby; providedin such Collateral shall automatically, howeverwithout further action, that (i) at the time of such request and such release no Specified Event of Default shall have occurred and be continuing, and (ii) the Pledgor shall have delivered to MLCS, at least ten Business Days prior to the date of the proposed release, a written request for release describing the item of Collateral released and the terms of the sale, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by MLCS and a certificate of the Pledgor to the effect that the transaction is in compliance with the Swap Documents and as to such other matters as MLCS may request. Notwithstanding the foregoing, MLCS Collateral Trustee shall release its security interest as required to do so pursuant to the terms of the Amendment to Swap Documents. Promptly, upon any such termination, all rights to the Collateral shall revert to the Pledgor and MLCS shall, at the Pledgor’s expense, (i) return to Pledgor all certificates representing the Pledged Equity along with any related endorsements and (ii) execute and deliver to the Pledgor such documents and take such actions as are set forth in Section 8.01 of the Pledgor shall reasonably request to evidence such termination to effect the release of its security interests hereunderCollateral Trust Agreement.
(b) Upon the complete earliest of (i) the date on which all Secured Obligations shall have been paid in full after the Maturity Date applicable to each of the Senior Credit Facilities, (ii) the termination of all Confirmation Letters the Security Period and (iii) the date on which the aggregate of the loans and available commitments under the Senior Credit Facilities (or any refinancing thereof) shall be not less than $400,000,000 and the payment in full of Senior Lenders (or the Pledgor’s obligations with respect thereto lenders under the Swap Documents or such refinancing) shall have agreed that such loans and available commitments shall not be secured by a release of the security interest pursuant to the terms of the Amendment to Swap DocumentsLien, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the Pledgorapplicable Grantor. Promptly, upon Upon any such termination, MLCS shallthe Collateral Trustee will, at the Pledgor’s applicable Grantor's expense, (i) return to Pledgor all certificates representing the Pledged Equity along with any related endorsements and (ii) execute and deliver to the Pledgor such Grantor such documents and take as such actions as the Pledgor Grantor shall reasonably request to evidence such termination to effect the release of its security interests hereundertermination.
Appears in 1 contract
Sources: Security Agreement (Avaya Inc)
Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of the Pledgor any Grantor in accordance with the terms of the Swap Documents at Loan Documents, the direction of or with security interest in such Collateral will automatically be released without further action by any party and the consent of MLCS, MLCS Collateral Agent will, at the Pledgorsuch Grantor’s expense, execute and deliver to the Pledgor such Grantor such documents as the Pledgor such Grantor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that that, except as permitted under Section 5.02(g) of the Credit Agreement, (i) at the time of such request and such release no Specified Event of Default shall have occurred and be continuing, and (ii) the Pledgor such Grantor shall have delivered to MLCSthe Collateral Agent, at least ten three (3) Business Days prior to the date of the proposed release, a written request for release in reasonable detail describing the item of Collateral and the terms of the sale, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewithCollateral, together with a form of release for execution by MLCS the Collateral Agent and a certificate of the Pledgor such Grantor to the effect that the transaction is in compliance with the Swap Documents Loan Documents; (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.06 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Collateral Agent when and as to such other matters as MLCS may request. Notwithstanding the foregoing, MLCS shall release its security interest as required to do so pursuant to the terms under Section 2.06 of the Amendment to Swap Documents. PromptlyCredit Agreement, upon any such termination, all rights to the Collateral shall revert to the Pledgor and MLCS shall, at the Pledgor’s expense, (i) return to Pledgor all certificates representing the Pledged Equity along with any related endorsements and (iiiv) execute and deliver to in the Pledgor such documents and take such actions as the Pledgor shall reasonably request to evidence such termination to effect case of Collateral sold or disposed of, the release of its security interests hereundera Lien created hereby will not be effective until the receipt by the Collateral Agent of the Net Cash Proceeds arising from the sale or disposition of such Collateral.
(b) Upon the complete termination latest of all Confirmation Letters and (i) the payment in full in cash of the Pledgor’s Secured Obligations (other than contingent indemnification obligations with respect thereto under which are not then due and payable), (ii) the Swap Documents Termination Date and (iii) the termination or a release expiration of the security interest pursuant to the terms all Letters of the Amendment to Swap DocumentsCredit, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the Pledgorapplicable Grantor. Promptly, upon Upon any such termination, MLCS shallthe Collateral Agent will, at the Pledgorapplicable Grantor’s expense, (i) return to Pledgor all certificates representing the Pledged Equity along with any related endorsements and (ii) execute and approve, execute, assign, transfer and/or deliver to the Pledgor such Grantor such documents and take instruments (including, but not limited to UCC termination financing statements or releases) as such actions as the Pledgor Grantor shall reasonably request to evidence such termination to effect the release of its security interests hereundertermination.
Appears in 1 contract
Release; Termination. (a) Upon any sale, transfer or other disposition Disposition of any item of Collateral of the Pledgor any Grantor in accordance with Section 7.05 of each Secured Agreement, the terms Collateral Agent, acting on the instructions of the Swap Documents at the direction of or with the consent of MLCSApplicable Authorized Representative, MLCS will, at the Pledgorsuch Grantor’s expenseexpense and without any representations, warranties or recourse of any kind whatsoever, execute and deliver to the Pledgor such Grantor such documents as the Pledgor such Grantor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release release, no Specified Event of Default shall have occurred and be continuingcontinuing and no Default will occur as a result thereof, and (ii) the Pledgor such Grantor shall have delivered to MLCSthe Collateral Agent, at least ten five Business Days prior to the date of the proposed release, a written request for release describing the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, including the price thereof and any expenses in connection therewith, together with a form of release for execution by MLCS the Collateral Agent (which release shall be in form and substance reasonably satisfactory to the Collateral Agent) and a certificate of the Pledgor such Grantor to the effect that the transaction is in compliance with the Swap Loan Documents and as to such other matters as MLCS the Collateral Agent (or the Required Lenders through the Collateral Agent) may request. Notwithstanding reasonably request and (iii) the foregoingproceeds of any such sale, MLCS shall release its lease, transfer or other Disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.03 of the Term Loan Agreement and Section 2.05 of the Revolving Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Collateral Agent when and as required under Section 2.03 of the Term Loan Agreement and Section 2.05 of the Revolving Credit Agreement.
(b) Upon the Discharge of each of the Secured Obligations, the pledge, assignment and security interest as required to do so pursuant to the terms of the Amendment to Swap Documents. Promptly, upon any granted by such termination, Grantor hereunder shall automatically terminate and all rights to the Collateral of such Grantor shall revert to such Grantor. Upon any such termination, the Pledgor and MLCS shallCollateral Agent will, at the Pledgorapplicable Grantor’s expenseexpense and without any representations, (i) return to Pledgor all certificates representing the Pledged Equity along with warranties or recourse of any related endorsements and (ii) kind whatsoever, execute and deliver to the Pledgor such Grantor such documents and take as such actions as the Pledgor Grantor shall reasonably request to evidence such termination to effect the release of its security interests hereunder.
(b) Upon the complete termination of all Confirmation Letters and the payment in full of the Pledgor’s obligations with respect thereto under the Swap Documents or a release of the security interest pursuant to the terms of the Amendment to Swap Documents, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the Pledgor. Promptly, upon any such termination, MLCS shall, at the Pledgor’s expense, (i) return to Pledgor all certificates representing the Pledged Equity along with any related endorsements and (ii) execute and deliver to such Grantor all Pledged Securities, Instruments, Tangible Chattel Paper and negotiable documents representing or evidencing the Pledgor Collateral of such documents and take such actions as Grantor then held by the Pledgor shall reasonably request to evidence such termination to effect the release of its security interests hereunderCollateral Agent.
Appears in 1 contract
Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Pledged Collateral of the Pledgor any Loan Party in accordance with the terms of the Swap Secured Credit Documents at to a Person other than a Loan Party or a Subsidiary thereof, such Pledged Collateral shall be released from the direction of or with assignment and security interest granted hereby, and in connection therewith, the consent of MLCS, MLCS Collateral Agent will, at the Pledgorsuch Loan Party’s expense, execute and deliver to the Pledgor such Loan Party such documents as the Pledgor such Loan Party shall reasonably request to evidence the release of such item of Pledged Collateral (other than Inventory sold in the ordinary course of business) from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Specified Event of Default shall have occurred and be continuing, (ii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.02 shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Collateral Agent when and as required under Section 2.02, and (iii) in the case of Pledged Collateral sold or disposed of, the release of a Lien created hereby will not be effective until the receipt by the Collateral Agent of the Net Cash Proceeds arising from the sale or disposition of such Pledged Collateral. Upon the latest of (i) the payment in full in cash of the Secured Credit Obligations (other than contingent indemnification obligations which are not then due and payable) and (ii) the Pledgor shall have delivered to MLCS, at least ten Business Days prior to the date of the proposed release, a written request for release describing the item of Collateral and the terms of the sale, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by MLCS and a certificate of the Pledgor to the effect that the transaction is in compliance with the Swap Documents and as to such other matters as MLCS may request. Notwithstanding the foregoing, MLCS shall release its security interest as required to do so pursuant to the terms of the Amendment to Swap Documents. Promptly, upon any such termination, all rights to the Collateral shall revert to the Pledgor and MLCS shall, at the Pledgor’s expense, (i) return to Pledgor all certificates representing the Pledged Equity along with any related endorsements and (ii) execute and deliver to the Pledgor such documents and take such actions as the Pledgor shall reasonably request to evidence such termination to effect the release of its security interests hereunder.
(b) Upon the complete termination of all Confirmation Letters and the payment in full of the Pledgor’s obligations with respect thereto under the Swap Documents or a release of the security interest pursuant to the terms of the Amendment to Swap DocumentsMaturity Date, the pledge and security interest granted hereby shall terminate and all rights to the Pledged Collateral shall revert to the Pledgorapplicable Loan Party; provided that, with respect to that portion of the Secured Credit Obligations consisting of Airline Service Agreement Obligations, the pledge and security interest granted hereby (to the extent securing Airline Service Agreement Obligations) shall terminate and all rights to such Pledged Collateral shall revert to the applicable Loan Party on the Airline Service Agreement Termination Date. Promptly, upon Upon any such termination, MLCS shallthe Collateral Agent will, at the Pledgorapplicable Loan Party’s expense, (i) return to Pledgor all certificates representing the Pledged Equity along with any related endorsements and (ii) execute and deliver to the Pledgor such Loan Party such documents and take as such actions as the Pledgor Loan Party shall reasonably request to evidence such termination to effect the release of its security interests hereundertermination.
Appears in 1 contract
Sources: Senior Secured Credit Agreement (Republic Airways Holdings Inc)
Release; Termination. (a) Upon While the Credit Agreement is in effect, upon any sale, lease, transfer or other disposition of any item of Collateral of the Pledgor any Grantor in accordance with the terms of the Swap Loan Documents at the direction of or and thereafter in accordance with the consent requirements (if any) of MLCSthe Secured Hedge Agreements and the Operating Indebtedness Agreements, MLCS will, at the Pledgor’s expense, execute and deliver to the Pledgor such documents as the Pledgor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of hereby in such request Collateral shall immediately and such release no Specified Event of Default shall have occurred automatically terminate and be continuing, and (ii) the Pledgor shall have delivered to MLCS, at least ten Business Days prior to the date of the proposed release, a written request for release describing the item of Collateral and the terms of the sale, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by MLCS and a certificate of the Pledgor to the effect that the transaction is in compliance with the Swap Documents and as to such other matters as MLCS may request. Notwithstanding the foregoing, MLCS shall release its security interest as required to do so pursuant to the terms of the Amendment to Swap Documents. Promptly, upon any such termination, all rights to the such Collateral shall revert to the Pledgor and MLCS shallapplicable Grantors without any further action by the Collateral Agent, at any Lender Party, any Hedge Bank, any Operating Lender or any other Person effective as of the Pledgor’s expensetime of such sale, (i) return to Pledgor all certificates representing the Pledged Equity along with any related endorsements and (ii) execute and deliver to the Pledgor such documents and take such actions as the Pledgor shall reasonably request to evidence such termination to effect the release of its security interests hereunderlease, transfer or other disposition.
(b) Upon Except as provided in Section 17 hereof, (which Obligations shall survive termination), with respect to the complete termination Lender Parties, upon the latest of all Confirmation Letters and (i) the payment in full in cash of the Pledgor’s obligations with respect thereto under the Swap Documents or a release of the security interest pursuant Secured Obligations then owing to the terms Lender Parties, (ii) the Termination Date and (iii) the termination or expiration of the Amendment to Swap Documentsall Letters of Credit, the pledge and security interest granted hereby with respect to the Secured Obligations with respect to the Lender Parties shall terminate and all rights to the Collateral in favor of the Lender Parties shall revert to the Pledgor. Promptlyapplicable Grantor without any further action by the Collateral Agent, any Lender Party, any Hedge Bank, any Operating Lender or any other Person.
(c) Except as provided in Section 17 hereof (which Obligations shall survive termination), with respect to each Hedge Bank, upon any such termination, MLCS shall, at the Pledgor’s expense, latest of (i) return the payment in full in cash of the Secured Obligations then owing to Pledgor all certificates representing the Pledged Equity along with any related endorsements such Hedge Bank and (ii) the termination of the Secured Hedge Agreement with respect to such Hedge Bank, the pledge and security interest granted hereby with respect the Secured Obligations with respect to such Hedge Bank shall terminate and all rights to the Collateral in favor of such Hedge Bank shall revert to the applicable Grantor without any further action by the Collateral Agent, any Lender Party, any Hedge Bank, any Operating Lender or any other Person.
(d) Except as provided in Section 17 hereof (which Obligations shall survive termination), with respect to each Operating Lender, upon the latest of (i) the payment in full in cash of the Secured Obligations then owing to such Operating Lender and (ii) the termination of the Operating Indebtedness Agreement with respect to such Operating Lender, the pledge and security interest granted hereby with respect the Secured Obligations with respect to such Operating Lender shall terminate and all rights to the Collateral in favor of such Operating Lender shall revert to the applicable Grantor without any further action by the Collateral Agent, any Lender Party, any Hedge Bank, any Operating Lender or any other Person.
(e) (i) While the Credit Agreement is in effect, if (A) all or a majority of the stock of a Grantor or any of its successors in interest under this Agreement shall be sold or otherwise disposed of (including by merger or consolidation) in a sale not prohibited by the Credit Agreement or otherwise consented to by the Collateral Agent on behalf of the Secured Parties, (B) a Grantor shall liquidate or dissolve in a transaction not prohibited by the terms of the Credit Agreement or otherwise consented to by the Collateral Agent on behalf of the Secured Parties or (C) trademarks or service marks are transferred to a Grantor such that it becomes or otherwise qualifies as a Special Purpose Subsidiary, and (ii) if the Credit Agreement is no longer in effect, in accordance with the requirements (if any) of the Secured Hedge Agreements and the Operating Indebtedness Agreements, then, in each case, the obligations of such Grantor or such successor in interest, as the case may be, hereunder shall automatically be discharged and released without any further action by the Collateral Agent, any Lender Party, any Hedge Bank, any Operating Lender or any other Person effective as of the time of such sale, merger, liquidation or dissolution.
(f) Upon any termination of the security interest with respect to any of the Collateral hereunder or any discharge and release of a Grantor's obligations hereunder, in each case as described in subsections (a) through (e) of this Section 21, the Collateral Agent will, at the applicable Grantor's expense, execute and deliver to the Pledgor such Grantor such documents and take as such actions as the Pledgor Grantor shall reasonably request to evidence such termination to effect the release of its security interests hereundertermination, discharge or release.
Appears in 1 contract
Sources: Credit Agreement (Gap Inc)
Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor permitted by, and in accordance with, the Pledgor terms of the Loan Documents to any Person other than Holdings, the Company or any Domestic Subsidiary that is a Restricted Subsidiary or upon the effectiveness of any consent to the release of the security interest granted hereby in any Collateral pursuant to Section 9.11 of the Credit Agreement, the Lien created under this Agreement on such Collateral (but not on any Proceeds thereof) shall automatically terminate. Upon the release of any Grantor from its Guaranty, if any, in accordance with the terms of the Swap Documents at Loan Documents, the direction Lien created under this Agreement on the Collateral of or with the consent of MLCS, MLCS such Grantor shall automatically terminate and such Grantor shall automatically be released from its obligations hereunder. The Administrative Agent will, at the Pledgorsuch Grantor’s expense, execute and deliver to the Pledgor such Grantor such documents as the Pledgor such Grantor shall reasonably request to evidence the any release of the Lien created under this Agreement on any Collateral pursuant to this Section 20(a); provided that such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Specified Event of Default shall have occurred and be continuing, and (ii) the Pledgor Grantor shall have delivered to MLCS, at least ten Business Days prior to the date of the proposed release, Administrative Agent a written request for release therefor describing the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by MLCS and a certificate of the Pledgor such Grantor to the effect that the transaction is in compliance with the Swap Loan Documents and as to such other matters as MLCS the Administrative Agent may request. Notwithstanding the foregoing, MLCS The Administrative Agent shall release its security interest as required be authorized to do so pursuant to the terms of the Amendment to Swap Documents. Promptly, upon rely on any such termination, all rights to the Collateral shall revert to the Pledgor and MLCS shall, at the Pledgor’s expense, (i) return to Pledgor all certificates representing the Pledged Equity along with any related endorsements and (ii) execute and deliver to the Pledgor such documents and take such actions as the Pledgor shall reasonably request to evidence such termination to effect the release of its security interests hereundercertificate without independent investigation.
(b) Upon the complete termination latest of all Confirmation Letters and (i) the payment in full in cash of the Pledgor’s obligations Secured Obligations other than Obligations with respect thereto under to Secured Hedge Agreements and Cash Management Obligations not yet due and payable and contingent indemnification obligations not yet accrued and payable, (ii) the Swap Documents or a release Maturity Date of the security interest pursuant Term Loan Facility and (iii) the cash collateralization or back-stop (on terms reasonably satisfactory to the terms Administrative Agent), termination or expiration of the Amendment to Swap Documentsall Letters of Credit, the pledge and security interest granted hereby Lien on all Collateral created under this Agreement shall terminate and all rights to the Collateral shall revert to the Pledgorapplicable Grantor. Promptly, upon Upon any such termination, MLCS shallthe Administrative Agent will, at the Pledgorapplicable Grantor’s expense, (i) return to Pledgor all certificates representing the Pledged Equity along with any related endorsements and (ii) execute and deliver to the Pledgor such Grantor such documents and take as such actions as the Pledgor Grantor shall reasonably request to evidence such termination to effect the release of its security interests hereundertermination.
Appears in 1 contract
Release; Termination. (a) Upon any sale, transfer or other disposition of any item of Collateral of the Pledgor in accordance with Pledgor, the terms of the Swap Documents at the direction of or with the consent of MLCS, MLCS Designated Purchaser will, at the Pledgor’s expenseexpense and without any representations, warranties or recourse of any kind whatsoever, execute and deliver to the Pledgor such documents as the Pledgor shall reasonably request to evidence the release of such item of Collateral from the pledge, assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Specified Event of Default shall have occurred and be continuing, and (ii) the Pledgor shall have delivered to MLCSthe each Secured Party, at least ten Business Days prior to the date of the proposed release, a written request for release describing the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by MLCS the Designated Purchaser (which release shall be in from and substance satisfactory to the Designated Purchaser) and a certificate of the Pledgor to the effect that the transaction is in compliance with the Swap Documents and as to such other matters as MLCS the Designated Purchaser may requestreasonably request and (iii) the proceeds of any such sale, lease, transfer or other disposition shall be used to redeem Class A Notes in accordance with Section 3 of the Class A Notes. Notwithstanding the foregoing, MLCS the Pledgor agrees that this Agreement shall release its security interest continue to be effective or be reinstated, as required to do so pursuant to the terms case may be, if at any time any payment (in whole or in part) of any of the Amendment to Swap Documents. PromptlySecured Obligations is rescinded or must otherwise be restored by any Secured Party upon the insolvency, upon any such termination, all rights to the Collateral shall revert to the Pledgor and MLCS shall, at the Pledgor’s expense, (i) return to Pledgor all certificates representing the Pledged Equity along with any related endorsements and (ii) execute and deliver to the Pledgor such documents and take such actions as the Pledgor shall reasonably request to evidence such termination to effect the release of its security interests hereunder.
(b) Upon the complete termination of all Confirmation Letters and the payment in full bankruptcy or reorganization of the Pledgor’s obligations with respect thereto under , Holdings or otherwise, all as though such payment had not been made. Upon the Swap Documents or a release of the security interest pursuant to the terms of the Amendment to Swap DocumentsTermination Date, the pledge pledge, assignment and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the Pledgor. Promptly, upon Upon any such termination, MLCS shallthe Designated Purchaser will, at the Pledgor’s expenseexpense and without any representations, (i) return to Pledgor all certificates representing the Pledged Equity along with warranties or recourse of any related endorsements and (ii) kind whatsoever, execute and deliver to the Pledgor such documents and take such actions as the Pledgor shall reasonably request to evidence such termination and deliver to effect the release of its security interests hereunderPledgor all certificates and instruments representing or evidencing the Collateral then held by the Designated Purchaser.
Appears in 1 contract
Release; Termination. (a) Upon any sale, transfer or other disposition of any item of Collateral of the Pledgor any Grantor in accordance with the terms Section 7.05 of the Swap Documents at Credit Agreement, the direction of or with the consent of MLCS, MLCS Administrative Agent will, at the Pledgorsuch Grantor’s expenseexpense and without any representations, warranties or recourse of any kind whatsoever, execute and deliver to the Pledgor such Grantor such documents as the Pledgor such Grantor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Specified Event of Default shall have occurred and be continuing, and (ii) the Pledgor such Grantor shall have delivered to MLCSthe Administrative Agent, at least ten Business Days prior to the date of the proposed release, a written request for release describing the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, including the price thereof and any expenses in connection therewith, together with a form of release for execution by MLCS the Administrative Agent (which release shall be in form and substance satisfactory to the Administrative Agent) and a certificate of the Pledgor such Grantor to the effect that the transaction is in compliance with the Swap Loan Documents and as to such other matters as MLCS the Administrative Agent (or the Required Lenders through the Administrative Agent) may reasonably request. Notwithstanding the foregoing, MLCS shall release its security interest as required to do so pursuant to the terms of the Amendment to Swap Documents. Promptly, upon any such termination, all rights to the Collateral shall revert to the Pledgor and MLCS shall, at the Pledgor’s expense, (i) return to Pledgor all certificates representing the Pledged Equity along with any related endorsements and (ii) execute and deliver to the Pledgor such documents and take such actions as the Pledgor shall reasonably request to evidence such termination to effect the release of its security interests hereunder.
(b) Upon the complete termination of all Confirmation Letters and the payment in full of the Pledgor’s obligations with respect thereto under the Swap Documents or a release of the security interest pursuant to the terms of the Amendment to Swap DocumentsTermination Date for any Grantor, the pledge pledge, assignment and security interest granted hereby by such Grantor hereunder shall terminate and all rights to the Collateral of such Grantor shall revert to the Pledgorsuch Grantor. Promptly, upon Upon any such termination, MLCS shallthe Administrative Agent will, at the Pledgorapplicable Grantor’s expenseexpense and without any representations, (i) return to Pledgor all certificates representing the Pledged Equity along with warranties or recourse of any related endorsements and (ii) kind whatsoever, execute and deliver to the Pledgor such Grantor such documents and take as such actions as the Pledgor Grantor shall reasonably request to evidence such termination and deliver to effect such Grantor all Pledged Securities, Instruments, Tangible Chattel Paper and negotiable documents representing or evidencing the release Collateral of its security interests hereundersuch Grantor then held by the Administrative Agent.
Appears in 1 contract
Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of the Pledgor any Grantor in accordance with the terms of the Swap Documents Loan Documents, or upon any Subsidiary ceasing to be a Material Subsidiary, the security interests granted under this Agreement by such Grantor in such Collateral or in the shares of stock or other equity interests (including, without limitation, any Initial Pledged Equity) of such Subsidiary that has ceased to be a Material Subsidiary shall immediately terminate and automatically be released and Agent will promptly deliver at the direction of Grantor’s request to such Grantor all certificates representing any Pledged Equity released and all notes and other instruments representing any Pledged Debt, Receivables or with the consent of MLCSother Collateral, MLCS and Agent will, at the Pledgorsuch Grantor’s expense, promptly execute and deliver to the Pledgor such Grantor such documents as the Pledgor such Grantor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at no such documents shall be required unless such Grantor, or lesser period of time agreed by the time of such request and such release no Specified Event of Default shall have occurred and be continuingAgent, and (ii) the Pledgor shall have delivered to MLCSthe Agent, at least ten five Business Days prior to the date of the proposed releasesuch documents are required by Grantor, a written request for release describing the item of Collateral and the terms of consideration to be received in the sale, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by MLCS the Agent and a certificate of the Pledgor such Grantor to the effect that the transaction is in compliance with the Swap Documents Loan Documents.
(b) The pledge and as to such other matters as MLCS may request. Notwithstanding the foregoing, MLCS shall release its security interest granted hereby will be terminated as required to do so pursuant to the terms set forth in Section 9.16(b) of the Amendment to Swap Documents. Promptly, Credit Agreement and upon any such termination, termination all rights to the Collateral shall revert to the Pledgor applicable Grantor and MLCS shallthe Agent will promptly deliver to the applicable Grantors all certificates representing any Pledged Equity or Pledged Debt, Receivables or other Collateral. Upon any such termination, the Agent will, at the Pledgorapplicable Grantor’s expense, (i) return to Pledgor all certificates representing the Pledged Equity along with any related endorsements and (ii) promptly execute and deliver to the Pledgor such Grantor such documents and take as such actions as the Pledgor Grantor shall reasonably request to evidence such termination to effect the release of its security interests hereundertermination.
(b) Upon the complete termination of all Confirmation Letters and the payment in full of the Pledgor’s obligations with respect thereto under the Swap Documents or a release of the security interest pursuant to the terms of the Amendment to Swap Documents, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the Pledgor. Promptly, upon any such termination, MLCS shall, at the Pledgor’s expense, (i) return to Pledgor all certificates representing the Pledged Equity along with any related endorsements and (ii) execute and deliver to the Pledgor such documents and take such actions as the Pledgor shall reasonably request to evidence such termination to effect the release of its security interests hereunder.
Appears in 1 contract
Release; Termination. (a) Upon any sale, transfer or other disposition of any item of Collateral of Grantor, the Pledgor in accordance with the terms Designated Purchaser on behalf of the Swap Documents at the direction of or with the consent of MLCS, MLCS Secured Parties will, at the Pledgor’s expenseGrantor's expense and without any representations, warranties or recourse of any kind whatsoever, execute and deliver to the Pledgor Grantor such documents as the Pledgor Grantor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; providedPROVIDED, howeverHOWEVER, that (i) at the time of such request and such release no Specified Event of Default shall have occurred and be continuing, and (ii) the Pledgor Grantor shall have delivered to MLCSthe Designated Purchaser, at least ten Business Days prior to the date of the proposed release, a written request for release describing the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, including the price thereof and any expenses in connection therewith, together with a form of release for execution by MLCS the Designated Purchaser (which release shall be in form and substance satisfactory to the Designated Purchaser) and a certificate of the Pledgor Grantor to the effect that the transaction is in compliance with the Swap Transaction Documents and as to such other matters as MLCS the Designated Purchaser may requestreasonably request and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, at the discretion of Grantor, to either reinvestment in the business of Grantor or to redemption of the Notes in accordance with the terms and conditions of the Notes. Notwithstanding the foregoing, MLCS it is understood and agreed that all sales of goods and inventory (including laser systems, disposables and related items) made in the ordinary course of business shall release its security interest as required to do so pursuant automatically be released from the liens created by this Agreement and shall not require any further act by or notice to the terms of Designated Purchaser or the Amendment to Swap Documents. Promptly, upon any such termination, all rights to the Collateral shall revert to the Pledgor and MLCS shall, at the Pledgor’s expense, (i) return to Pledgor all certificates representing the Pledged Equity along with any related endorsements and (ii) execute and deliver to the Pledgor such documents and take such actions as the Pledgor shall reasonably request to evidence such termination to effect the release of its security interests hereunderDesignated Purchaser.
(b) Upon the complete termination of all Confirmation Letters and the payment in full of the Pledgor’s obligations with respect thereto under the Swap Documents or a release of the security interest pursuant to the terms of the Amendment to Swap DocumentsTermination Date, the pledge pledge, assignment and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the PledgorGrantor. Promptly, upon Upon any such termination, MLCS shallthe Designated Purchaser will, at the Pledgor’s expenseGrantor's expense and without any representations, (i) return to Pledgor all certificates representing the Pledged Equity along with warranties or recourse of any related endorsements and (ii) kind whatsoever, execute and deliver to the Pledgor Grantor such documents and take such actions as the Pledgor Grantor shall reasonably request to evidence such termination and deliver to effect Grantor all Instruments, Tangible Chattel Paper and negotiable documents representing or evidencing the release of its security interests hereunderCollateral, if any, then held by the Designated Purchaser.
Appears in 1 contract
Release; Termination. (a) Upon any sale, transfer or other disposition of any item of Collateral of the Pledgor in accordance with the terms of the Swap 2005 Pledge Agreement Documents at the direction of or with the consent of MLCSthe Pledgee, MLCS the Pledgee will, at the Pledgor’s expense, execute and deliver to the Pledgor such documents as the Pledgor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Specified Event of Default shall have occurred and be continuing, and (ii) the Pledgor shall have delivered to MLCSthe Pledgee, at least ten Business Days prior to the date of the proposed release, a written request for release describing the item of Collateral and the terms of the sale, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by MLCS the Pledgee and a certificate of the Pledgor to the effect that the transaction is in compliance with the Swap 2005 Pledge Agreement Documents and as to such other matters as MLCS the Pledgee may request. Notwithstanding the foregoing, MLCS the Pledgee shall release its security interest as required to do so pursuant to the terms of the Amendment Agreement With Respect to Swap DocumentsCollateral. Promptly, upon any such termination, all rights to the Collateral shall revert to the Pledgor and MLCS the Pledgee shall, at the Pledgor’s expense, (i) return to Pledgor all certificates representing the Pledged Equity along with any related endorsements and (ii) execute and deliver to the Pledgor such documents and take such actions as the Pledgor shall reasonably request to evidence such termination to effect the release of its security interests hereunder.
(b) Upon the complete termination of all Confirmation Letters 2005 Pledge Agreement and the payment in full of the Pledgor’s obligations with respect thereto and under the Swap 2005 Pledge Agreement Documents or a release of the security interest pursuant to the terms of the Amendment to Swap 2005 Pledge Agreement Documents, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the Pledgor. Promptly, upon any such termination, MLCS the Pledgee shall, at the Pledgor’s expense, (i) return to Pledgor all certificates representing the Pledged Equity along with any related endorsements and (ii) execute and deliver to the Pledgor such documents and take such actions as the Pledgor shall reasonably request to evidence such termination to effect the release of its security interests hereunder.
Appears in 1 contract
Release; Termination. (a) Upon (x) any sale, lease, transfer or other disposition of any item of Collateral of the Pledgor in accordance with any Grantor not prohibited by the terms of the Swap Loan Documents (other than to another Loan Party or to a Person becoming or required to become a Loan Party at the direction time of such sale, lease, transfer or other disposition), (y) any transaction not prohibited by the terms of the Loan Documents, resulting in a Grantor owning any Collateral becoming an Excluded Subsidiary or being released from its obligations under the Guaranty, or (z) any transaction not prohibited by the terms of the Loan Documents, resulting in Collateral becoming Excluded Assets, in each case, the assignment, pledge and security interest granted hereby with respect to such collateral shall automatically terminate and all rights to such Collateral shall revert to such Grantor and the consent of MLCS, MLCS Administrative Agent will, at the Pledgorsuch Grantor’s expense, execute and deliver to the Pledgor such Grantor such documents as the Pledgor such Grantor shall reasonably request to evidence the release of such item of Collateral from the assignment assignment, pledge and security interest granted hereby; provided, however, that (i) at that, if requested by the time of Administrative Agent, such request and such release no Specified Event of Default shall have occurred and be continuing, and (ii) the Pledgor Grantor shall have delivered to MLCS, at least ten Business Days prior to the date of the proposed release, Administrative Agent a written request for release describing the item of Collateral and the terms of the sale, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewithrelease, together with a form of release for execution by MLCS and the Administrative Agent, a certificate of the Pledgor such Grantor to the effect that the transaction is in compliance with the Swap Loan Documents and as to such other matters as MLCS may request. Notwithstanding the foregoing, MLCS shall release its security interest as required to do so pursuant to the terms of the Amendment to Swap Documents. Promptly, upon any such termination, all rights to the Collateral shall revert to the Pledgor and MLCS shall, at the Pledgor’s expense, (i) return to Pledgor all certificates representing the Pledged Equity along with any related endorsements and (ii) execute and deliver to the Pledgor such documents and take such actions supporting information as the Pledgor shall Administrative Agent may reasonably request to evidence such termination to effect the release of its security interests hereunderrequest.
(b) Upon the complete termination of all Confirmation Letters the Aggregate Commitments and the payment in full in cash of the Pledgor’s Secured Obligations (other than contingent indemnification or other contingent obligations with respect thereto and obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements, in each case, as to which no claim has been asserted), and the Swap Documents termination or a release expiration of the security interest pursuant to the terms all Letters of the Amendment to Swap DocumentsCredit (other than Letters of Credit which have been Cash Collateralized), the pledge and security interest interests granted hereby shall automatically terminate and all rights to the Collateral shall revert to the Pledgorapplicable Grantor. Promptly, upon Upon any such termination, MLCS shallthe Administrative Agent will, at the Pledgorapplicable Grantor’s expense, (i) return to Pledgor all certificates representing the Pledged Equity along with any related endorsements and (ii) execute and deliver to the Pledgor such Grantor such documents and take as such actions as the Pledgor Grantor shall reasonably request to evidence such termination to effect the release of its security interests hereundertermination.
Appears in 1 contract
Release; Termination. (a) a. Upon any sale, transfer or other disposition of any item of Collateral of the Pledgor Pledged SPE, Intermediate Lessee or Parent Holdco in accordance with the terms of the Swap Documents at Loan Documents, the direction of or with security interest hereof and related guaranties will be deemed to be released in respect of, and the consent of MLCS, MLCS Agent will, at the Pledgorsuch Guarantor’s expense, execute and deliver to the Pledgor such Guarantor such documents as the Pledgor such Guarantor shall reasonably request to evidence the release of (i) such item of Collateral Pledged SPE or Intermediate Lessee from the assignment and security interest granted hereby; provided, however, that (i) at in the time case of such request and such release no Specified Event of Default shall have occurred and be continuing, and (ii) the Pledgor shall have delivered to MLCS, at least ten Business Days prior to the date of the proposed release, a written request for release describing the item of Collateral and the terms of the any sale, transfer or other disposition of any Pledged SPE or Intermediate Lessee, or (ii) such Parent Holdco from its obligations hereunder and from the security interest granted hereby, in reasonable detailthe case of any sale, includingtransfer or other disposition of any Parent Holdco, without limitationand to the extent that (A) the Collateral Agent’s consent is required for any deregistration of the interests in such released Collateral from any registry or (B) the Collateral Agent is required to initiate any such deregistration, the price thereof and Collateral Agent shall, at such Guarantor’s expense, take all action reasonably requested by such Guarantor to provide such consent or to initiate such deregistration. For the avoidance of doubt, upon or following any expenses sale, transfer or other disposition by any Pledged SPE of any Eligible Aircraft strictly in connection therewith, together accordance with a form of release for execution by MLCS and a certificate of the Pledgor to the effect that the transaction is in compliance with the Swap Documents and as to such other matters as MLCS may request. Notwithstanding the foregoing, MLCS shall release its security interest as required to do so pursuant to the terms of the Amendment to Swap Loan Documents. Promptly, upon such Pledged SPE and any such terminationrelated Intermediate Lessee may be dissolved, all rights to the Collateral shall revert to the Pledgor and MLCS shallliquidated or wound up, provided that at the Pledgor’s expensetime of such dissolution, (i) return to Pledgor all certificates representing liquidation or winding up such Pledged SPE shall not Own any Eligible Aircraft and, in the Pledged Equity along with case of any related endorsements and (ii) execute and deliver to the Pledgor Intermediate Lessee, such documents and take such actions as the Pledgor Intermediate Lessee shall reasonably request to evidence such termination to effect the release of its security interests hereundernot be leasing any Eligible Aircraft Owned by any other Pledged SPE.
(b) b. Upon the complete termination of all Confirmation Letters and the payment in full in cash of the Pledgor’s obligations with respect thereto under the Swap Documents Secured Obligations and termination or a release expiration of the security interest pursuant to the terms of the Amendment to Swap Documents2012 Commitments, the pledge pledge, assignment and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the Pledgorapplicable Guarantor. Promptly, upon Upon any such termination, MLCS shallthe Agent will, at the Pledgorapplicable Guarantor’s expense, (i) return to Pledgor all certificates representing the Pledged Equity along with any related endorsements and (ii) execute and deliver to the Pledgor such Guarantor such documents and take as such actions as the Pledgor Guarantor shall reasonably request to evidence such termination.
c. If, prior to the termination of this Agreement, the Collateral Agent ceases to effect be the release Collateral Agent in accordance with the definition of its security interests “Collateral Agent” hereunder, all certificates, instruments or other documents being held by the Collateral Agent at such time shall, as soon as reasonably practicable, be delivered to the successor Collateral Agent.
Appears in 1 contract
Sources: Five Year Revolving Credit Agreement (International Lease Finance Corp)
Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of the Pledgor any Grantor in accordance with the terms of the Swap Documents at Loan Documents, the direction pledge and security interest granted hereby in such Collateral shall automatically be released. Upon any sale, lease, transfer or other disposition of or any item of Collateral of any Grantor in accordance with the consent terms of MLCSthe Loan Documents (other than sales of Inventory in the ordinary course of business), MLCS the Collateral Agent will, at the Pledgorsuch Grantor’s expense, execute and deliver to the Pledgor such Grantor such documents as the Pledgor such Grantor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; providedprovided , howeverhowever , that (i) at the time of such request and such release no Specified Event of Default shall have occurred and be continuing, and (ii) the Pledgor Grantor shall have delivered to MLCSthe Collateral Agent, at least ten two Business Days prior to the date of the proposed release, a written request for release describing with details reasonably satisfactory to the item of Collateral and the terms of the sale, transfer or other disposition in reasonable detail, Agent (including, without limitation, the price thereof and any expenses in connection therewithitems of Collateral being released), together with a form of release for execution by MLCS the Collateral Agent and a certificate of the Pledgor such Grantor to the effect that the transaction is in compliance with the Swap Loan Documents and as to such other matters as MLCS may request. Notwithstanding the foregoing, MLCS shall release its security interest as required to do so pursuant to the terms of the Amendment to Swap Documents. Promptly, upon any such termination, all rights to the Collateral shall revert to the Pledgor and MLCS shall, at the Pledgor’s expense, (i) return to Pledgor all certificates representing the Pledged Equity along with any related endorsements and (ii) execute and deliver the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.07 of the Credit Agreement shall, to the Pledgor such documents extent so required, be paid or made to, or in accordance with the instructions of, the Collateral Agent when and take such actions as required under Section 2.07 of the Pledgor shall reasonably request to evidence such termination to effect the release of its security interests hereunderCredit Agreement.
(b) Upon the complete termination of all Confirmation Letters and the payment in full of the Pledgor’s obligations with respect thereto under the Swap Documents or a release of the security interest pursuant to the terms of the Amendment to Swap DocumentsSecurity Termination Date, the pledge and security interest granted hereby shall automatically terminate and all rights to the Collateral shall revert to the Pledgorapplicable Grantor. Promptly, upon Upon any such termination, MLCS shallthe Collateral Agent will, at the Pledgorapplicable Grantor’s expense, (i) return to Pledgor all certificates representing the Pledged Equity along with any related endorsements and (ii) execute and deliver to the Pledgor such Grantor such documents and take as such actions as the Pledgor Grantor shall reasonably request to evidence such termination to effect the release of its security interests hereundertermination.
Appears in 1 contract
Sources: Credit Agreement (Polycom Inc)
Release; Termination. (a) Upon any sale, transfer or other disposition of any item of Collateral of Grantor, the Pledgor in accordance with the terms Designated Note Investor on behalf of the Swap Documents at the direction of or with the consent of MLCS, MLCS Secured Parties will, at the Pledgor’s expenseGrantor's expense and without any representations, warranties or recourse of any kind whatsoever, execute and deliver to the Pledgor Grantor such documents as the Pledgor Grantor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; providedPROVIDED, howeverHOWEVER, that (i) at the time of such request and such release no Specified Event of Default shall have occurred and be continuing, and (ii) the Pledgor Grantor shall have delivered to MLCSthe Designated Note Investor, at least ten Business Days prior to the date of the proposed release, a written request for release describing the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, including the price thereof and any expenses in connection therewith, together with a form of release for execution by MLCS the Designated Note Investor (which release shall be in form and substance satisfactory to the Designated Note Investor) and a certificate of the Pledgor Grantor to the effect that the transaction is in compliance with the Swap Investment Documents and as to such other matters as MLCS the Designated Note Investor may requestreasonably request and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, at the discretion of Grantor, to either reinvestment in the business of Grantor or to redemption of the Notes in accordance with the terms and conditions of the Notes. Notwithstanding the foregoing, MLCS it is understood and agreed that all sales of goods and inventory (including laser systems, disposables and related items) made in the ordinary course of business shall release its security interest as required to do so pursuant automatically be released from the liens created by this Agreement and shall not require any further act by or notice to the terms of Designated Note Investor or the Amendment to Swap Documents. Promptly, upon any such termination, all rights to the Collateral shall revert to the Pledgor and MLCS shall, at the Pledgor’s expense, (i) return to Pledgor all certificates representing the Pledged Equity along with any related endorsements and (ii) execute and deliver to the Pledgor such documents and take such actions as the Pledgor shall reasonably request to evidence such termination to effect the release of its security interests hereunderSecured Parties.
(b) Upon the complete termination of all Confirmation Letters and the payment in full of the Pledgor’s obligations with respect thereto under the Swap Documents or a release of the security interest pursuant to the terms of the Amendment to Swap DocumentsTermination Date, the pledge pledge, assignment and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the PledgorGrantor. Promptly, upon Upon any such termination, MLCS shallthe Designated Note Investor will, at the Pledgor’s expenseGrantor's expense and without any representations, (i) return to Pledgor all certificates representing the Pledged Equity along with warranties or recourse of any related endorsements and (ii) kind whatsoever, execute and deliver to the Pledgor Grantor such documents and take such actions as the Pledgor Grantor shall reasonably request to evidence such termination and deliver to effect Grantor all Instruments, Tangible Chattel Paper and negotiable documents representing or evidencing the release of its security interests hereunderCollateral, if any, then held by the Designated Note Investor.
Appears in 1 contract
Release; Termination. (a) Upon any sale, transfer or other disposition of any item of Collateral of the Pledgor in accordance with the terms of the Swap Documents at the direction of or with the consent of MLCS, MLCS will, at the Pledgor’s expense, execute and deliver to the Pledgor such documents as the Pledgor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Specified Event of Default shall have occurred and be continuing, and (ii) the Pledgor shall have delivered to MLCS, at least ten Business Days prior to the date of the proposed release, a written request for release describing the item of Collateral and the terms of the sale, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by MLCS and a certificate of the Pledgor to the effect that the transaction is in compliance with the Swap Documents and as to such other matters as MLCS may request. Notwithstanding the foregoing, MLCS shall release its security interest as required to do so pursuant to the terms of the Amendment to Swap Documents. Promptly, upon any such termination, all rights to the Collateral shall revert to the Pledgor and MLCS shall, at the Pledgor’s expense, (i) return to Pledgor all certificates representing the Pledged Equity along with any related endorsements endorsements, and (ii) execute and deliver to the Pledgor such documents and take such actions as the Pledgor shall reasonably request to evidence such termination to effect the release of its security interests hereunder.
(b) Upon the complete termination of all Confirmation Letters and the payment in full of the Pledgor’s obligations with respect thereto under the Swap Documents or a release of the security interest pursuant to the terms of the Amendment to Swap Documents, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the Pledgor. Promptly, upon any such termination, MLCS shall, at the Pledgor’s expense, (i) return to Pledgor all certificates representing the Pledged Equity along with any related endorsements endorsements, and (ii) execute and deliver to the Pledgor such documents and take such actions as the Pledgor shall reasonably request to evidence such termination to effect the release of its security interests hereunder.
Appears in 1 contract
Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of the Pledgor any Grantor in accordance with the terms of the Swap Junior Lien Documents at and the direction of or with Collateral Trust Agreement, the consent of MLCS, MLCS Collateral Trustee will, at the Pledgorsuch Grantor’s expense, execute and deliver to the Pledgor such Grantor such documents as the Pledgor such Grantor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Specified Event of Default shall have occurred and be continuing, and (ii) the Pledgor such Grantor shall have delivered to MLCSthe Collateral Trustee, at least ten Business Days prior to the date of the proposed release, a written request for release describing the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by MLCS the Collateral Trustee and a certificate of such Grantor and, if reasonably requested by the Pledgor Collateral Trustee, an opinion of counsel to the effect that the transaction is in compliance with the Swap Junior Lien Documents and as to such other matters as MLCS the Collateral Trustee may request. Notwithstanding request and (iii) the foregoingproceeds of any such sale, MLCS shall release its security interest lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance the Junior Lien Documents shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Collateral Trustee when and as required to do so pursuant to the terms of the Amendment to Swap Documents. Promptly, upon any such termination, all rights to under the Collateral shall revert to Trust Agreement and the Pledgor and MLCS shall, at the Pledgor’s expense, (i) return to Pledgor all certificates representing the Pledged Equity along with any related endorsements and (ii) execute and deliver to the Pledgor such documents and take such actions as the Pledgor shall reasonably request to evidence such termination to effect the release of its security interests hereunderJunior Lien Documents.
(b) Upon the complete termination of all Confirmation Letters and the payment in full occurrence of the Pledgor’s obligations with respect thereto under conditions set forth in the Swap Documents or a release of the security interest pursuant to the terms of the Amendment to Swap DocumentsCollateral Trust Agreement, the pledge and security interest granted hereby shall automatically terminate hereunder and of record and all rights to the Collateral shall revert to the PledgorGrantors. Promptly, upon Upon any such termination, MLCS termination the Collateral Trustee shall, at the Pledgor’s Grantors’ expense, (i) return to Pledgor all certificates representing the Pledged Equity along with any related endorsements and (ii) execute and deliver to Grantors or otherwise authorize the Pledgor filing of such documents and take such actions as the Pledgor Grantors shall reasonably request request, including financing statement amendments to evidence such termination termination. To the extent a release is expressly permitted pursuant to effect Section 4.1 of the Collateral Trust Agreement, the Liens granted herein shall be deemed to be automatically released and such property shall automatically revert to the applicable Grantor with no further action on the part of any Person. The Collateral Trustee shall, at Grantor’s expense, execute and deliver or otherwise authorize the filing of such documents as Grantors shall reasonably request, in form and substance reasonably satisfactory to the Collateral Trustee, including financing statement amendments to evidence such release. The Collateral Trustee shall release all or any portion of its security interests hereunderthe Collateral solely on the terms and subject to the condition set forth in Section 4.1 of the Collateral Trust Agreement.
Appears in 1 contract
Sources: Second Lien Security Agreement (Terremark Worldwide Inc.)
Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of the Pledgor any Grantor permitted by, and in accordance with with, the terms of the Swap Loan Documents (other than to another Loan Party or to a Person becoming or required to become a Loan Party at the direction time of such sale, lease, transfer or other disposition (or within the 30- or 60-day time periods provided for in Section 6.12 of the Credit Agreement)) (such sale, lease, transfer or other disposition, a “Collateral Disposition”), assignment, pledge and security interest granted hereby with respect to such collateral shall automatically terminate and all rights to such Collateral shall revert to such Grantor and the consent of MLCS, MLCS Administrative Agent will, at the Pledgorsuch Grantor’s expense, execute and deliver to the Pledgor such Grantor such documents as the Pledgor such Grantor shall reasonably request to evidence the release of such item of Collateral from the assignment assignment, pledge and security interest granted hereby; provided, however, that (i) at that, if requested by the time of Administrative Agent, such request and such release no Specified Event of Default shall have occurred and be continuing, and (ii) the Pledgor Grantor shall have delivered to MLCS, at least ten Business Days prior to the date of the proposed release, Administrative Agent a written request for release describing the item of Collateral and the terms of the salerelease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by MLCS and a certificate of the Pledgor such Grantor to the effect that the transaction is in compliance with the Swap Loan Documents and as to such other matters supporting information as MLCS the Administrative Agent may reasonably request. Notwithstanding For purposes of the foregoing, MLCS shall release its security interest if any Grantor becomes an Excluded Subsidiary or ceases to be a Restricted Subsidiary, in each case as required to do so a result of a transaction permitted under the Loan Documents, such occurrence (but, in the case of a Grantor that becomes an Excluded Subsidiary pursuant to the terms clause (d) of the Amendment to Swap Documents. Promptlydefinition thereof, only upon any the request of the Borrower) shall be deemed a Collateral Disposition of such terminationGrantor and all Collateral of such Grantor, all rights entitled to the Collateral shall revert to the Pledgor and MLCS shall, at the Pledgor’s expense, (i) return to Pledgor all certificates representing the Pledged Equity along with any related endorsements and (ii) execute and deliver to the Pledgor such documents and take such actions as the Pledgor shall reasonably request to evidence such termination to effect the release of its security interests hereunder.
(b) Upon the complete termination of all Confirmation Letters and the payment in full benefits of the Pledgor’s obligations with respect thereto under the Swap Documents or a release of the security interest pursuant to the terms of the Amendment to Swap Documents, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the Pledgor. Promptly, upon any such termination, MLCS shall, at the Pledgor’s expense, (i) return to Pledgor all certificates representing the Pledged Equity along with any related endorsements and (ii) execute and deliver to the Pledgor such documents and take such actions as the Pledgor shall reasonably request to evidence such termination to effect the release of its security interests hereunderforegoing provisions.
Appears in 1 contract
Sources: Second Lien Security Agreement
Release; Termination. (a) Upon any sale, transfer or other disposition of any item of Collateral of the Pledgor any Grantor permitted by, and in accordance with with, the terms of the Swap Loan Documents at to a Person that is not a Loan Party or in connection with any other release of the direction Liens on the Collateral provided for in Section 9.11 of or with the consent of MLCSCredit Agreement, MLCS the Collateral Agent will, at the Pledgorsuch Grantor’s expense, execute and deliver without recourse and without any representation or warranty of any kind (either express or implied) to the Pledgor such Grantor such documents as the Pledgor such Grantor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Specified Event of Default shall have occurred and be continuing, and (ii) the Pledgor Grantor shall have delivered to MLCS, at least ten Business Days prior to the date of the proposed release, Collateral Agent a written request for release describing the item of Collateral and the terms of the sale, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewithrelease, together with a form of release for execution by MLCS and the Collateral Agent, a certificate of the Pledgor such Grantor to the effect that the transaction is in compliance with the Swap Loan Documents and as to such other matters supporting information as MLCS may request. Notwithstanding the foregoing, MLCS shall release its security interest as required to do so pursuant to the terms of the Amendment to Swap Documents. Promptly, upon any such termination, all rights to the Collateral shall revert to the Pledgor and MLCS shall, at the Pledgor’s expense, (i) return to Pledgor all certificates representing the Pledged Equity along with any related endorsements and (ii) execute and deliver to the Pledgor such documents and take such actions as the Pledgor shall Agent may reasonably request to evidence such termination to effect the release of its security interests hereunderrequest.
(b) Upon the complete termination of all Confirmation Letters the Aggregate Commitments and the payment in full in cash of the Pledgor’s Secured Obligations (other than (A) contingent indemnification obligations with respect thereto as to which no claim has been asserted and (B) obligations and liabilities under the Swap Documents or a release of the security interest pursuant Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the terms applicable Cash Management Bank or Hedge Bank shall have been made) and the termination or expiration of the Amendment to Swap Documentsall Letters of Credit (other than Letters of Credit which have been Cash Collateralized), the pledge and security interest interests granted hereby shall automatically terminate and all rights to the Collateral shall revert to the Pledgorapplicable Grantor. Promptly, upon Upon any such termination, MLCS shallthe Collateral Agent will, at the Pledgorapplicable Grantor’s expense, (i) return to Pledgor all certificates representing the Pledged Equity along with any related endorsements and (ii) execute and deliver to the Pledgor such Grantor such documents and take as such actions as the Pledgor Grantor shall reasonably request to evidence such termination to effect the release of its security interests hereundertermination.
Appears in 1 contract
Release; Termination. (a) Upon any sale, transfer or other disposition of any item of Collateral of the Pledgor in accordance with the terms of the Swap Documents at the direction of or with the consent of MLCS, MLCS will, at the Pledgor’s expense, execute and deliver to the Pledgor such documents as the Pledgor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Specified Event of Default shall have occurred and be continuing, and (ii) the Pledgor shall have delivered to MLCS, at least ten Business Days prior to the date of the proposed release, a written request for release describing the item of Collateral and the terms of the sale, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by MLCS and a certificate of the Pledgor to the effect that the transaction is in compliance with the Swap Documents and as to such other matters as MLCS may request. Notwithstanding the foregoing, MLCS shall release its security interest as required to do so pursuant to the terms of the Amendment to Swap Documents. Promptly, upon any such termination, all rights to the Collateral shall revert to the Pledgor and MLCS shall, at the Pledgor’s expense, (i) return to Pledgor all certificates representing the Pledged Equity along with any related endorsements endorsements, and (ii) execute and deliver to the Pledgor such documents and take such actions as the Pledgor shall reasonably request to evidence such termination to effect the release of its security interests hereunder.
(b) Upon the complete termination of all Confirmation Letters and the payment in full of the Pledgor’s obligations with respect thereto under the Swap Documents or a release of the security interest pursuant to the terms of the Amendment to Swap Documents, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the Pledgor. Promptly, upon any such termination, MLCS shall, at the Pledgor’s expense, (i) return to Pledgor all certificates representing the Pledged Equity along with any related endorsements endorsements, and (ii) execute and deliver to the Pledgor such documents and take such actions as the Pledgor shall reasonably request to evidence such termination to effect the release of its security interests hereunder.
Appears in 1 contract
Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor permitted by, and in accordance with, the Pledgor terms of the Loan Documents, the pledge and security interest granted hereby in such item of Collateral shall be automatically released at the time of sale, lease, transfer or other disposition without any further action of any Person and all rights to such Collateral shall revert to the applicable Grantor.
(b) Upon the release of any Grantor from its obligations under its Guaranty permitted by, and in accordance with the terms of the Swap Documents at Loan Documents, such Grantor shall be automatically released from this Agreement and all obligations of such Grantor and all Liens over the direction Collateral of or with the consent such Grantor will terminate and be automatically released without any further action of MLCS, MLCS will, at the Pledgor’s expense, execute any Person and deliver all rights to such Collateral shall revert to the Pledgor such documents as applicable Grantor.
(c) Upon the Pledgor shall reasonably request effectiveness of any written consent to evidence the release of the Lien granted hereby in any Collateral pursuant to Section 10.11(a)(iii) of the Credit Agreement, the pledge and security interest granted hereby in such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) shall be automatically released at the time of sale, lease, transfer or other disposition without any further action of any Person and all rights to such request Collateral shall revert to the applicable Grantor.
(d) Upon the later of (i) the payment in full of all Secured Obligations (other than in respect of contingent indemnification and such release reimbursement obligations for which no Specified Event claim has been made) and the termination of Default shall have occurred and be continuing, all Letters of Credit (other than to the extent that the Outstanding Amount of the L/C Obligations related thereto has been Cash Collateralized in accordance with the terms of the Credit Agreement or a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer is in place) and (ii) the Pledgor Latest Maturity Date, (A) this Agreement and all other rights, powers and remedies in connection therewith shall have delivered to MLCSimmediately and automatically terminate in all respects, at least ten Business Days prior to (B) the date of the proposed release, a written request for release describing the item of pledge and security interests granted hereby in all Collateral and the terms of the sale, transfer or all other disposition obligations hereunder shall immediately and automatically terminate in reasonable detail, including, without limitation, the price thereof all respects and any expenses in connection therewith, together with a form of release for execution by MLCS and a certificate of the Pledgor to the effect that the transaction is in compliance with the Swap Documents and as to such other matters as MLCS may request. Notwithstanding the foregoing, MLCS shall release its security interest as required to do so pursuant to the terms of the Amendment to Swap Documents. Promptly, upon any such termination, (C) all rights to the Collateral shall revert to the Pledgor and MLCS shallapplicable Grantor, all without any further action of any Person.
(e) In connection with such release or termination pursuant to clause (a), (b), (c) or (d) of this Section 30, the Administrative Agent will, at the Pledgorapplicable Grantor’s expense, (i) return to Pledgor all certificates representing the Pledged Equity along with any related endorsements and (ii) execute and deliver to the Pledgor such Grantor such documents and take and/or authorize the filing of such actions financing statements, in each case as the Pledgor such Grantor shall reasonably request in writing to evidence such release or termination to effect the release of and return all Collateral in its security interests hereunder.
possession (bif any) Upon the complete termination of all Confirmation Letters and the payment in full of the Pledgor’s obligations with respect thereto under the Swap Documents or a release of the security interest pursuant to the terms of the Amendment to Swap Documents, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the Pledgor. Promptly, upon any such termination, MLCS shall, at the Pledgor’s expense, (i) return to Pledgor all certificates representing the Pledged Equity along with any related endorsements and (ii) execute and deliver to the Pledgor such documents and take such actions as the Pledgor shall reasonably request to evidence such termination to effect the release of its security interests hereunderapplicable Grantor.
Appears in 1 contract
Sources: Revolving Credit and Guaranty Agreement (BJ Services, Inc.)
Release; Termination. (a) Upon any sale, transfer or other disposition of any item of Collateral of by the Pledgor Borrower in accordance with Section 7.05, the terms of the Swap Documents at the direction of or with the consent of MLCS, MLCS Administrative Agent will, at the PledgorBorrower’s expenseexpense and without any representations, warranties or recourse of any kind whatsoever, execute and deliver to the Pledgor Borrower such documents as the Pledgor Borrower shall reasonably request pursuant to Section 10.09(c) below to evidence the release of such item of Collateral from the assignment and security interest granted hereby.
(b) Upon the Termination Date, the pledge, assignment and security interest granted by the Borrower hereunder shall terminate and all rights to the Collateral shall revert to the Borrower. Upon any such termination, the Administrative Agent will, at the Borrower’s expense and without any representations, warranties or recourse of any kind whatsoever, execute and deliver to the Borrower such documents as the Borrower shall reasonably request pursuant to Section 10.09(c) to evidence such termination and deliver to the Borrower all Pledged Securities, Instruments, Tangible Chattel Paper and negotiable documents representing or evidencing the Collateral then held by the Administrative Agent.
(c) At the written request of the Borrower pursuant to Section 10.09(a) or (b) above, the Administrative Agent will, at the Borrower’s expense and without any representations, warranties or recourse of any kind whatsoever (except as to the release of the Security Interest), execute and deliver to the Borrower such release documents as the Borrower shall reasonably request; provided, however, that in the case of any such requested release under Section 10.09(a) (i) at the time of such request and such release no Specified Event of Default shall have occurred and be continuing, and (ii) the Pledgor Borrower shall have delivered to MLCSthe Administrative Agent, at least ten five (5) Business Days (or such shorter period agreed to by the Administrative Agent) prior to the date of the proposed release, a written request for release describing the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, including the price thereof and any expenses in connection therewith, together with a form of release for execution by MLCS the Administrative Agent (which release shall be in form and substance satisfactory to the Administrative Agent) and a certificate of the Pledgor Borrower to the effect that the transaction is in compliance with the Swap Loan Documents and as to such other matters as MLCS the Administrative Agent (or the Required Lenders through the Administrative Agent) may request. Notwithstanding reasonably request and (iii) the foregoingproceeds of any such sale, MLCS shall release its security interest lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.04 shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Administrative Agent when and as required to do so pursuant to the terms of the Amendment to Swap Documents. Promptly, upon any such termination, all rights to the Collateral shall revert to the Pledgor and MLCS shall, at the Pledgor’s expense, (i) return to Pledgor all certificates representing the Pledged Equity along with any related endorsements and (ii) execute and deliver to the Pledgor such documents and take such actions as the Pledgor shall reasonably request to evidence such termination to effect the release of its security interests hereunderunder Section 2.04.
(b) Upon the complete termination of all Confirmation Letters and the payment in full of the Pledgor’s obligations with respect thereto under the Swap Documents or a release of the security interest pursuant to the terms of the Amendment to Swap Documents, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the Pledgor. Promptly, upon any such termination, MLCS shall, at the Pledgor’s expense, (i) return to Pledgor all certificates representing the Pledged Equity along with any related endorsements and (ii) execute and deliver to the Pledgor such documents and take such actions as the Pledgor shall reasonably request to evidence such termination to effect the release of its security interests hereunder.
Appears in 1 contract
Sources: Credit, Pledge and Security Agreement (Discovery Communications, Inc.)
Release; Termination. (a) Upon any sale, transfer or other disposition Disposition of any item of the Collateral of the Pledgor in accordance with the terms of the Swap Loan Documents at (other than sales of Inventory in the direction ordinary course of or with business), the consent of MLCS, MLCS Collateral Agent and the Secured Parties will, at the PledgorCollateral Provider’s expense, execute and deliver to the Pledgor Collateral Provider (without recourse or representation or warranty) such documents as the Pledgor Collateral Provider shall reasonably request to evidence the release of such item of the Collateral from the assignment and security interest granted interests created hereby; provided, however, that (i) at the time of such request and such release no Specified Event of Default shall have occurred and be continuing, and (ii) the Pledgor Collateral Provider shall have delivered to MLCSthe Collateral Agent, at least ten five Business Days prior to the date of the proposed release, a written request for release describing the item of the Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by MLCS the Secured Parties and Collateral Agent and a certificate of the Pledgor Collateral Provider to the effect that the transaction is in compliance with the Swap Loan Documents and as to such other matters as MLCS the Collateral Agent or the Secured Parties may request. Notwithstanding reasonably request and (iii) the foregoingproceeds of any such sale, MLCS shall release its security interest lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 8.03 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Administrative Agent when and as required to do so pursuant to the terms under Section 8.03 of the Amendment to Swap Documents. Promptly, upon any such termination, all rights to the Collateral shall revert to the Pledgor and MLCS shall, at the Pledgor’s expense, (i) return to Pledgor all certificates representing the Pledged Equity along with any related endorsements and (ii) execute and deliver to the Pledgor such documents and take such actions as the Pledgor shall reasonably request to evidence such termination to effect the release of its security interests hereunderCredit Agreement.
(b) Upon the complete termination latest of all Confirmation Letters and (i) the payment in full in cash of the Pledgor’s obligations with respect thereto under Secured Obligations, (ii) the Swap Documents Maturity Date and (iii) the termination or a release expiration of all Commitments and all Letters of Credit, the security interest pursuant to the terms of the Amendment to Swap Documents, the pledge and security interest granted interests created hereby shall terminate and all rights to the Collateral shall revert to the PledgorCollateral Provider. Promptly, upon Upon any such termination, MLCS shallthe Secured Parties and Collateral Agent will, at the PledgorCollateral Provider’s expense, (i) return to Pledgor all certificates representing the Pledged Equity along with any related endorsements and (ii) execute and deliver to the Pledgor Collateral Provider (without recourse or representation or warranty) such documents and take such actions as the Pledgor Collateral Provider shall reasonably request to evidence such termination to effect the release of its security interests hereundertermination.
Appears in 1 contract
Release; Termination. Upon the earlier of (a) Upon any sale, transfer or other disposition the later of any item of Collateral of the Pledgor in accordance with the terms of the Swap Documents at the direction of or with the consent of MLCS, MLCS will, at the Pledgor’s expense, execute and deliver to the Pledgor such documents as the Pledgor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at payment in full, in cash, of the time of such request Secured Obligations then due and such release no Specified Event of Default shall have occurred and be continuing, payable and (ii) the Pledgor Termination Date and (b) the consummation of any sale or foreclosure in respect of any of the Collateral conducted by or under the direction of the Lender, the security interest granted by this Article VII shall have delivered to MLCSautomatically terminate and the Collateral shall automatically be released from such security interest but, at least ten Business Days prior in the case of the foregoing clause (b), only to the date extent of the proposed releaseCollateral disposed of in such transaction, a written request for release describing and only following the item receipt by the Lender of the proceeds of such disposition, and the Lender shall enter into such documentation as may be reasonably requested by the purchaser of such Collateral and reasonably acceptable to the terms Lender in order to evidence such release. Upon the earlier date referred to in the first sentence, the Borrower shall be entitled to the return, upon its request and at its expense, of such of the sale, transfer Collateral as shall not have been sold or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by MLCS and a certificate of the Pledgor to the effect that the transaction is in compliance with the Swap Documents and as to such other matters as MLCS may request. Notwithstanding the foregoing, MLCS shall release its security interest as required to do so otherwise applied pursuant to the terms of hereof and the Amendment to Swap Documents. PromptlyLender will enter into and deliver such documentation as shall be reasonably requested by the Borrower, upon any such termination, all rights and as may be reasonably acceptable to the Collateral shall revert Lender, to evidence such release, including UCC termination statements and such notices as the Pledgor and MLCS shallBorrower may reasonably request, at the PledgorBorrower’s expense, (i) return to Pledgor all certificates representing the Pledged Equity along with any related endorsements and (ii) execute and deliver to the Pledgor such documents and take such actions as the Pledgor shall reasonably request to evidence such termination to effect and confirm the release of its security interests hereunder.
(b) Upon the complete termination of all Confirmation Letters and the payment in full of the Pledgor’s obligations with respect thereto under the Swap Documents or a release discharge of the security interest granted by this Article VII. In the event that the Lender is required to refund any amounts to the Borrower pursuant to the terms of the Amendment to Swap DocumentsSection 2.10(a), the pledge and amounts that are so refunded shall automatically be released from the security interest granted hereby by this Article VII and the Lender shall terminate enter into such documentation as may be reasonably requested by the Borrower and all rights reasonably acceptable to the Collateral shall revert to the Pledgor. Promptly, upon any such termination, MLCS shall, at the Pledgor’s expense, (i) return to Pledgor all certificates representing the Pledged Equity along with any related endorsements and (ii) execute and deliver to the Pledgor such documents and take such actions as the Pledgor shall reasonably request Lender in order to evidence such termination to effect release, all at the release expense of its security interests hereunderthe Borrower.
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Release; Termination. (a) Upon any sale, transfer or other disposition of any item of Collateral of the Pledgor any Grantor permitted by, and in accordance with with, the terms of the Swap Loan Documents at to a Person that is not a Loan Party or in connection with any other release of the direction Liens on the Collateral provided for in Section 9.11 of or with the consent of MLCSCredit Agreement, MLCS the Collateral Agent will, at the Pledgorsuch Grantor’s expense, execute and deliver without recourse and without any representation or warranty of any kind (either express or implied) to the Pledgor such Grantor such documents as the Pledgor such Grantor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Specified Event of Default shall have occurred and be continuing, and (ii) the Pledgor Grantor shall have delivered to MLCS, at least ten Business Days prior to the date of the proposed release, Collateral Agent a written request for release describing the item of Collateral and the terms of the sale, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewithrelease, together with a form of release for execution by MLCS and the Collateral Agent, a certificate of the Pledgor such Grantor to the effect that the transaction is in compliance with the Swap Loan Documents and as to such other matters supporting information as MLCS may request. Notwithstanding the foregoing, MLCS shall release its security interest as required to do so pursuant to the terms of the Amendment to Swap Documents. Promptly, upon any such termination, all rights to the Collateral shall revert to the Pledgor and MLCS shall, at the Pledgor’s expense, (i) return to Pledgor all certificates representing the Pledged Equity along with any related endorsements and (ii) execute and deliver to the Pledgor such documents and take such actions as the Pledgor shall Agent may reasonably request to evidence such termination to effect the release of its security interests hereunderrequest.
(b) Upon the complete termination of all Confirmation Letters the Aggregate Commitments and the payment in full in cash of the Pledgor’s Secured Obligations (other than (A) contingent indemnification obligations with respect thereto as to which no claim has been asserted and (B) obligations and liabilities under the Swap Documents or a release of the security interest pursuant Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the terms applicable Cash Management Bank or Hedge Bank shall have been made) and the termination or expiration of the Amendment to Swap Documentsall Letters of Credit (other than Letters of Credit which have been Cash Collateralized), the pledge and assignment made, and security interest granted interests granted, hereby shall automatically terminate and all rights to the Collateral shall revert to the Pledgorapplicable Grantor. Promptly, upon Upon any such termination, MLCS shallthe Collateral Agent will, at the Pledgorapplicable Grantor’s expense, (i) return to Pledgor all certificates representing the Pledged Equity along with any related endorsements and (ii) execute and deliver to the Pledgor such Grantor such documents and take as such actions as the Pledgor Grantor shall reasonably request to evidence such termination to effect the release of its security interests hereundertermination.
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